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Opus Genetics, Inc. Proxy Solicitation & Information Statement 2025

Apr 2, 2025

34149_psi_2025-04-02_e047c999-9bc2-48c9-a6a5-e90093daf8fb.zip

Proxy Solicitation & Information Statement

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c/o Corporate Election Services P. O. Box 1150 Pittsburgh, PA 15230 Vote by Internet Please have your BLUE universal proxy card available when you access the website www.cesvote.com and follow the simple directions that will be presented to you. Vote by Mail Please mark, sign and date your BLUE universal proxy card and return it in the postage-paid envelope provided or return it to: Corporate Election Services, P.O. Box 1150, Pittsburgh, PA 15230.

IMPORTANT: PLEASE COMPLETE, SIGN, DATE AND MAIL THIS BLUE UNIVERSAL PROXY CARD TODAY!

Control Number

If submitting your BLUE universal proxy by mail, please sign and date the card below and fold and detach card at perforation before mailing.

Opus Genetics, Inc. BLUE UNIVERSAL PROXY CARD

This proxy is solicited by the Board of Directors

The stockholder(s) hereby appoint(s) Dr. George Magrath and Bernhard Hoffmann, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy card, all of the shares of common stock of Opus Genetics, Inc. that such stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholders to be held virtually at 4:00 p.m. Eastern Daylight Time on April 30, 2025, at www.cesonlineservices.com/ird25_vm, and any continuation, adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. PROXIES CANNOT BE VOTED “FOR” MORE THAN NINE (9) NOMINEES. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED, IN ACCORDANCE WITH THE BOARD OF DIRECTORS’ RECOMMENDATIONS, “FOR” EACH OF THE BOARD-RECOMMENDED NOMINEES IN PROPOSAL NO. 1 AND “FOR” PROPOSAL NOS. 2, 3, 4 AND 5.

Signature
Date
Title or Authority
Signature if Held Jointly
NOTE: Please sign exactly as name(s) appear(s) hereon. When signing as attorney,
executor, administrator or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must
sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

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Opus Genetics, Inc.

Annual Meeting of Stockholders

www.cesonlineservices.com/ird25_vm

April 30, 2025

4:00 p.m. Eastern Daylight Time

If you have any questions, require assistance in voting your BLUE universal proxy card, or need additional copies of the Company’s proxy materials, please contact our proxy solicitor:

430 Park Avenue, 14th Floor

New York, New York 10022

Stockholders Call Toll Free: (800) 662-5200

Brokers, Banks, Trustees and Other Nominees Call Collect: (203) 658-9400

Email: [email protected]

TO SUBMIT YOUR BLUE UNIVERSAL PROXY BY MAIL, DETACH ALONG THE PERFORATION, MARK, SIGN, DATE AND RETURN THE BOTTOM PORTION PROMPTLY USING THE ENCLOSED ENVELOPE.

Opus Genetics, Inc. BLUE Universal Proxy Card

The Board of Directors recommends a vote “FOR” ONLY each of the following nine (9) Board nominees 1A-1I listed in Proposal 1 below.

  1. To elect nine (9) directors to hold office until the 2026 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified. You may mark instructions with respect to any or all of the nominees; however, you should mark a vote “FOR” only nine (9) nominees in total. If you vote “FOR” more than nine (9) nominees, all of your votes on Proposal 1 will be invalid and will not be counted. You are permitted to vote for fewer than nine (9) nominees. If you vote “FOR” fewer than nine (9) nominees, your shares will only be voted “FOR” those nominees you mark. If you sign and return your proxy card and do not specify or direct how you want your shares to be voted, they will be voted “FOR” all of the Board of Directors' recommended nominees.
Company Nominees:
The Board of Directors of the Company recommends you vote “FOR” The Board of Directors of the Company recommends you vote “WITHHOLD”
only the following nine (9) Board nominees 1A through 1I: for the following six (6) Sooch Group nominees 1J and 1O:
FOR WITHHOLD FOR WITHHOLD
(1A) Sean Ainsworth (1J) Michael P. Burrows
(1B) Dr. Jean Bennett (1K) Carolyn Cassin
(1C) Susan K. Benton (1L) Martin Dober
(1D) Cam Gallagher (1M) Mark H. Ravich
(1E) Dr. Adrienne Graves (1N) Mina Sooch
(1F) Dr. George Magrath (1O) John Weber
(1G) Dr. James S. Manuso
(1H) Richard Rodgers
(1I) Dr. Benjamin R. Yerxa

The Board of Directors recommends a vote “FOR” Proposal Nos. 2, 3, 4 and 5.

| 2. | Ratify, on an advisory basis, the appointment of Ernst & Young, LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2025. — ☐ FOR | ☐ AGAINST | ☐ ABSTAIN | | --- | --- | --- | --- | | 3. | Approve, on an advisory basis, the compensation of the Company’s named executive officers. | | | | | ☐ FOR | ☐ AGAINST | ☐ ABSTAIN | | 4. | Approve, pursuant to the Nasdaq Listing Rules, the conversion of the Company’s Series A Preferred Stock into shares of Common Stock. | | | | | ☐ FOR | ☐ AGAINST | ☐ ABSTAIN | | 5. | Approve one or more adjournments of the Annual Meeting to solicit additional proxies if necessary. | | | | | ☐ FOR | ☐ AGAINST | ☐ ABSTAIN |

In their discretion, the proxies are authorized to vote on such other matters as may properly come before the Annual Meeting or any continuation, adjournment or postponement thereof to the extent permitted by Rule 14a-4(c) of the Exchange Act.

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