Opus Genetics, Inc.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Opus Genetics, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Opus Genetics, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of comprehensive loss, changes in series A preferred stock and stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
| Acquisition of Opus Genetics | |
| Description of the Matter | As described in Note 2 to the consolidated financial statements, on October 22, 2024, the Company completed the stock purchase of Private Opus for a purchase price of $25.8 million. The Company accounted for this transaction as an asset acquisition. Auditing the Company’s accounting for the stock purchase of Private Opus was complex due to the significant estimation used by management to determine the fair value of the acquired in-process research and development (“IPR&D”) of $28 million. The significant estimation was primarily due to the complexity of the valuation model used by management to measure the fair value of the IPR&D and the sensitivity of the respective fair value to the significant underlying assumptions. The Company used a multi-period excess earnings method to measure the IPR&D. The significant assumptions used to estimate the fair value of the IPR&D included discount rate, projected EBITA margin, and revenue growth rates. These significant assumptions are forward-looking and could be affected by future economic and market conditions. |
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| How We Addressed the Matter in Our Audit | To test the estimated fair value of the IPR&D, we performed audit procedures that included, among others, evaluating the Company’s selection of the valuation methodology, evaluating the methods and significant assumptions used by the Company’s valuation specialist, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions and estimates. For example, we compared the revenue growth rate significant assumption to industry data and external market research. We involved our specialist to assist with our evaluation of the methodologies used by the Company and significant assumptions included in the fair value estimates. We also performed sensitivity analyses to evaluate the changes in the fair value of the IPR&D that would result from changes in the significant assumptions. |
/s/Ernst & Young LLP
We have served as the Company’s auditor since 2018.
Detroit, Michigan
March 31, 2025
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