Mina Sooch, founder of Ocuphire Pharma, Inc., now known as Opus
Genetics, Inc. (NASDAQ: IRD) (“Opus” or the “Company”), today
announced that she has nominated a slate (the “Restore Value
Slate”) of seven highly qualified candidates (the “Nominees”) for
election to the Company’s Board of Directors (the “Board”) at the
upcoming Annual Meeting of Stockholders (“Annual Meeting”).
Collectively, the Restore Value Slate beneficially owns
approximately 4.1% of the Company’s outstanding shares of common
stock.
If elected, the Nominees will bring the leadership,
accountability, and transparency necessary to restore long-term
shareholder value without further dilution. The Restore Value Slate
is committed to addressing the critical governance and operational
failures that have persisted under the current Board. The Company
has scheduled the Annual Meeting significantly earlier than in
previous years, setting the date for April 30, 2025. This
accelerated timeline shortens the typical window for shareholder
engagement ahead of this pivotal election. Stockholders are
encouraged to review the Restore Value Slate’s materials as they
become available and reach out for further information through the
contact information below.
The Restore Value Slate respectfully but firmly calls attention
to its belief that the Company has suffered from critical failures
under the current Board and C-suite management over the past 22
months, including:
1. Destruction of Shareholder
Value
- Dramatic stock price decline by more
than 80% (from over $6 to $1 range) since Ms. Sooch’s departure
from the Company announced on April 21, 2023.1
- Significant stock underperformance
relative to the Nasdaq Biotech Small Cap Index (NASDAQ: XBI), which
gained greater than 15% over the same period.
- Company’s market capitalization has
fallen below its reported cash levels over the same period, as the
stock has continually hit all-time lows.
2. Undisciplined Capital
Allocation
- The Board has allowed inappropriate
C-suite expansion with named executive officers growing from three
to seven individuals despite the Company’s financial
challenges.
- Unnecessary expansion of the Board
from seven to nine members in October 2023, as compared to industry
and peer standards as well as the Company’s historical
practice.
- Despite escalating overhead expenses
and Board expansion, the Restore Value Slate believes that the
Company has failed to deliver meaningful operational milestones,
resulting in quarter after quarter of increased spend misaligned
with value creation.
- The Restore Value Slate believes the Company now faces a
potentially critical cash shortfall, with less than a year of
runway at the current burn rate and purported strategic plan.
3. Ill-Conceived Strategy Pivot
Undervaluing the Legacy Portfolio
- The Opus gene
therapy merger represented a massive strategic pivot, executed
without a shareholder vote. In the Restore Value Slate’s view, the
Board structured a complex two-step merger which circumvented
shareholder approval, effectively handing over 42% of the Company
and its valuable assets in exchange for an early-stage, unproven
pipeline.
- The shift to rare
disease gene therapy is a high-risk, capital-intensive strategy
that could lead to significant shareholder dilution both in the
near and long term. This approach requires years of costly drug
development with limited commercial potential.
- The Restore Value
Slate believes the Board and C-suite have repeatedly deprioritized
Ryzumvi™—the Company’s most advanced and commercially promising
asset—despite its significant long-term value potential. Through
its major pharmaceutical partnership, Ryzumvi™ offers upside in the
form of double-digit royalties and milestone payments through 2040,
with future sales potential in the hundreds of millions across
large U.S. and global markets, including presbyopia, night vision
disturbance, and reversal of mydriasis.2
Mina Sooch, the founder of the Company, stated: “It is time for
the shareholders to have a real voice at the Annual Meeting. The
Board has made a series of ill-advised corporate actions to
entrench their position at the expense of shareholders, all while
providing limited transparency and communication. Rather than
maximizing the value of Ryzumvi™—an FDA-approved, de-risked asset
with zero capital requirements, extensive patient data, and
significant upside—the Board has seemingly chosen to shift focus to
capital-intensive, early-stage gene therapy assets with only three
patients of data and an inevitably dilutive and long path ahead. We
believe these risky and costly strategic, management, and capital
allocation choices have led to severe stock underperformance and
weak market sentiment, both on an absolute basis and relative to
the XBI. As both the founder and one of the Company’s largest
individual investors, I am fully aligned with my fellow
shareholders in demanding accountability and ensuring the best
interests of all retail and institutional investors are
served.”
“If elected, the Restore Value Slate is committed to rebuilding
shareholder trust by reinstating strong corporate governance
practices and ensuring clear, transparent communication on
strategic initiatives and financial performance,” added Mark
Ravich, MBA, a Nominee on the Restore Value Slate. “The Restore
Value Slate consists of seven director nominees, six of whom are
independent. We stand ready to immediately make all the necessary
changes to execute our plan that improves operational efficiencies,
reduces unnecessary costs, while accelerating sustainable short-
and long-term value for all shareholders. Our goal is to protect
and maximize the substantial value of the Company’s existing
assets, ensuring that shareholder interests remain the top
priority.”
The Restore Value Slate will bring a diverse and highly
complementary set of skills and critical capabilities to the
boardroom. As evidenced in greater detail below, the Nominees
collectively offer deep experience across senior leadership and
operations in the life sciences, biotechnology and healthcare
services industries, strategic transactions and M&A, clinical
development and public and private company board leadership
experience:
Nominee |
Skills and Experience |
Mina Sooch, MBA (age 57) |
- Over 30 years of
leadership experience as CEO, serial entrepreneur and founder,
strategy and M&A advisor, venture capitalist, and board member
of many public and private biotech companies
- Relevant and
extensive background supporting growth of early to late clinical
stage biotech companies across therapeutic areas including
Ophthalmology, Cardiovascular, Metabolism/Diabetes/Obesity,
Oncology, Nephrology, MASH, and CNS disorders
- Strong technical
and business expertise with an M.B.A. from Harvard and a Chemical
Engineering degree from Wayne State University, summa cum
laude
|
Mark H. Ravich, MBA(age 72) |
- Over 40 years of
experience in leadership and board roles across pharma, medical
device, real estate, and retail
- Proven track
record of guiding companies through growth, strategic development,
and acquisitions
- Extensive
financial and management expertise with an M.B.A. from the Wharton
School
|
John R. Weber, JD, MBA(age
50) |
- Over 20 years of
experience in investment management, financial advisory, and
merchant banking
- Strong background
in equity research, capital markets, and strategic advisory for
emerging companies particularly biotech across therapeutic
areas
- Solid legal and
financial expertise with an M.B.A. and J.D. from Columbia
University and CFA Charterholder
|
Michael Burrows, PhD(age 44) |
- Over 20 years of
experience in private and public investments, corporate strategy,
research and development, and market strategy for biotech
companies
- Led due diligence
across biotech investments in Immunology, Oncology, Neurology, Rare
Disease, and Ophthalmology
- Deep scientific
background with a Ph.D. in Immunology from the University of
Chicago
|
Carolyn Cassin, MPA(age 73) |
- Over 40 years of
executive and board leadership in venture capital, non-profit
organizations, and healthcare companies, including pioneering
national hospice programs
- Passion for impact
investing and supporting women-owned life sciences and technology
businesses
- Strong business
background with a Master’s Degree in Public Administration from
Western Michigan University
|
Martin Dober, MBA(age 55) |
- Nearly 25 years of
leadership in venture capital, startup operations and economic
development, fostering startup capital formation, talent
development and growth
- Broad experience
in corporate strategy, technology commercialization and nonprofit
board governance
- Strong technical
and business expertise with an M.B.A. from Harvard University and a
Mechanical Engineering degree from Kettering University
|
Vitalie Stelea, CPA, MBA(age
40) |
- Nearly 20 years of
extensive expertise in capital markets, audit, investor relations,
and financial strategy.
- Leadership
experience in major public companies across automotive, technology,
and EV industries.
- Strong financial
background as a Certified Public Accountant (CPA) and an M.B.A.
from University of Michigan
|
The upcoming Annual Meeting presents a pivotal opportunity for
shareholders to take action and restore value to the Company.
The Restore Value Slate firmly believes that now is the time for
a refresh of the Board and new leadership to unlock the Company’s
full potential and restore shareholder confidence.
For further information on the Restore Value Slate and to learn
more on its planned initiatives, please make inquiries via those
contacts identified below.
Investor Contacts:
Mina Soochmina@apjohnventures.com
Bret ShapiroCoreIRbrets@coreir.com
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
Mina Sooch, together with the other participants
named herein, intend to file a preliminary proxy statement and
accompanying WHITE universal proxy card with the
Securities and Exchange Commission (“SEC”) to be used to solicit
votes for the election of Ms. Sooch’s slate of highly qualified
director nominees at the 2025 annual meeting of stockholders of
Opus Genetics, Inc., a Delaware corporation (the “Company”).
MS. SOOCH STRONGLY ADVISES ALL STOCKHOLDERS OF
THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS,
INCLUDING A WHITE PROXY CARD, AS THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE
AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV.
IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL
PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN
AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO
THE PARTICIPANTS’ PROXY SOLICITOR.
The participants in the anticipated proxy
solicitation are expected to be Ms. Sooch, Mark H. Ravich, Lawrence
Fingerle, Michael P. Burrows, Carolyn Cassin, Vitalie Stelea,
Martin Dober , and John Weber.
As of the date hereof, Ms. Sooch directly
beneficially owns 786,877 shares of common stock, par value $0.0001
per share (the “Common Stock”), of the Company, 5,000 shares of
which are held in record name. As of the date hereof, Mr. Ravich
directly beneficially owns 345,900 shares of Common Stock. As of
the date hereof, Mr. Fingerle directly beneficially owns 5,711
shares of Common Stock. As of the date hereof, Mr. Burrows directly
beneficially owns 877 shares of Common Stock. As of the date
hereof, Ms. Cassin indirectly beneficially owns 108,907 shares of
Common Stock, consisting of 52,574 shares of Common Stock directly
owned by The Belle Michigan Impact Fund Investor Side Fund, and
56,233 shares of Common Stock owned by The Belle Michigan Impact
Fund, LP. As of the date hereof, Mr. Stelea directly beneficially
owns 10,975 shares of Common Stock. As of the date hereof, Mr.
Dober does not beneficially own any shares of Common Stock. As of
the date hereof, Mr. Weber does not beneficially own any shares of
Common Stock.
________________________
1 Source: Company SEC filings; Bloomberg; Share price calculated
as of close on April 20, 2023.2 Source: SEC Filings
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