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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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As previously disclosed, on April 2, 2026, Opus Genetics, Inc., a Delaware corporation (the "Company"), and certain of its subsidiaries as guarantors, entered into a senior secured note purchase agreement (the "Note Purchase Agreement") with OPCM SA LLC, as purchaser agent, and certain purchasers party thereto (the "Purchasers"). The Note Purchase Agreement provides for, among other things, the issuance of up to $155 million of senior secured notes (the "Notes"), of which the Purchasers have committed to purchase $105 million and the remaining $50 million is uncommitted. The issuance and purchase of each tranche of Notes is subject to the satisfaction of customary funding conditions and, in certain cases, achievement of certain pre-determined milestones. The initial tranche of $35 million was funded, and Notes in the aggregate amount of $35 million (the "Initial Tranche Notes") were issued, on April 21, 2026.
The Initial Tranche Notes were issued at par and will mature on April 21, 2033. The Notes bear interest in accordance with the Note Purchase Agreement at a floating rate based on Term SOFR, subject to a floor, plus an applicable margin, and interest is payable quarterly. The obligations under the Initial Tranche Notes may be accelerated in accordance with the Note Purchase Agreement upon the occurrence of customary events of default, including payment defaults, covenant breaches, insolvency events and certain material adverse events. The Initial Tranche Notes are secured by substantially all of the assets of the Company and its subsidiaries and are guaranteed by certain of the Company's subsidiaries.