Foundation Fighting Blindness Retinal Degeneration Fund - Oct 22, 2024 Form 3 Insider Report for Opus Genetics, Inc. (IRD)

Role
Director, Other*
Signature
Foundation Fighting Blindness Retinal Degeneration Fund, By: /s/ Lorna A. Knick, Attorney-in-Fact for Russell Kelley
Stock symbol
IRD
Transactions as of
Oct 22, 2024
Transactions value $
$0
Form type
3
Date filed
10/29/2024, 05:10 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding IRD Common Stock 2.56M Oct 22, 2024 Direct F1, F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding IRD Series A Non-Voting Convertible Preferred Stock Oct 22, 2024 Common Stock 6.93K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger dated as of October 22, 2024 (the "Merger Agreement") among Ocuphire Pharma, Inc. (the "Issuer"), Opus Genetics Inc. ("Target"), Orange Merger Sub I, Inc., a Delaware corporation, and a wholly owned subsidiary of the Issuer ("First Merger Sub"), Orange Merger Sub II, LLC, a Delaware limited liability company, and a wholly owned subsidiary of the Issuer ("Second Merger Sub"), under which (a) First Merger Sub merged with and into the Target, with the Target surviving as a wholly-owned subsidiary of the Issuer (the "First Merger") and (b) following the consummation of the First Merger, the Target will merge with and into Second Merger Sub, with Second Merger Sub surviving as a wholly owned subsidiary of the Issuer (the "Second Merger" and together with the First Merger, the "Mergers"). The Issuer's name following the First Merger was changed to "Opus Genetics, Inc."
F2 In accordance with the Merger Agreement, in exchange for the shares of the Target held by the Reporting Persons, at the effective time of the First Merger, Foundation Fighting Blindness Retinal Degeneration Fund ("RDF") received (i) 2,564,752 shares of Issuer common stock, par value $0.0001 per share (the "Common Stock"), and (ii) 6,927.419 shares of Issuer Series A Non-Voting Convertible Preferred Stock, par value $0.0001 per share (the "Preferred Stock"). Contingent upon and following stockholder approval of the conversion of the Preferred Stock, each share of Preferred Stock will automatically convert into 1,000 shares of Common Stock.
F3 Foundation Fighting Blindness, Inc. ("FFB") is the sole member of RDF and may be deemed to beneficially own the securities owned directly by RDF. RDF has the power to vote and dispose of any securities directly owned by RDF. RDF's board of directors makes voting and investment decisions regarding securities held by RDF, subject to certain approval rights of the board of directors of FFB with respect to transactions exceeding a certain threshold.

Remarks:

For purposes of Section 16 of the Exchange Act of 1934, as amended, the Reporting Persons may be deemed a director by deputization of Issuer by virtue of the fact that Adrienne Graves, PhD and Jean Bennett, MD, PhD were appointed to serve on the board of directors of Issuer following the closing of the First Merger and Dr. Graves is the chair of the board of directors of RDF and a member of the board of directors of FFB and Dr. Bennett is a member of the board of directors of RDF. FFB is the sole member of RDF and may be deemed to beneficially own the securities owned directly by RDF. RDF has the power to vote and dispose of any securities directly owned by RDF. RDF's board of directors makes voting and investment decisions regarding securities held by RDF, subject to certain approval rights of the board of directors of FFB with respect to transactions exceeding a certain threshold.