Opaleye Management Inc.: investment adviser

Opaleye manages the Fund on a discretionary basis in accordance with the terms and conditions of the Fund's confidential private placement memorandum and its limited partnership agreement (collectively, the “Offering Documents”). The Fund generally invests in equity securities of Biotechnology, specialty pharmaceutical and device companies, which may include private companies. Typically, these companies are developing therapies and treatments intended for humans. Interests in the Fund are offered in reliance upon various exemptions available under the securities laws for transactions in securities not involving a public offering. Investors in the Fund should be aware of additional risks, restrictions on withdrawals and redemptions, and other important information associated with an investment in the Fund. This information is outlined in the Fund's Offering Documents. Accordingly, prospective investors should refer to the Offering Documents for information regarding these important additional considerations and risks. In addition, Opaleye also serves as a portfolio manager and provides discretionary investment management services for a separately managed account (the “Managed Account”). The Managed Account is a parallel managed account that pursues a similar investment objective and strategy and invests side-by-side in many of the same positions as the Fund. We managed the Managed Account as outlined in the management account agreement between Opaleye and the Managed Account client. Client Assets Under Management Discretionary assets under our firm’s management were approximately $802,773,181 between the fund and Managed Account as of December 31, 2025. We do not currently manage any non-discretionary assets.

Fees in General Opaleye and/or the General Partner may negotiate its fee and elect to waive or reduce the management fee in whole or in part for any limited partner or the Managed Account. Account Termination Investors may not withdraw from the Fund during the first year following their initial investment. Thereafter, withdrawals may be made at the end of any quarter upon 30 days’ prior written notice, which may be waived in Opaleye’s sole discretion. Opaleye may also, in its discretion, process withdrawals at the beginning of any month. Investors should refer to the Fund’s Offering Documents for a detailed account of termination and withdrawal provisions. For the Managed Account, If the Managed Account client wants to terminate the management account agreement, they must do so in writing. Any excess prepaid fees incurred upon termination will be mutually agreed upon and reimbursed to the Managed Account. Other Fees and Expenses Opaleye’s fees exclude brokerage commissions, transaction fees, markups and markdowns, and other related costs and expenses, which are borne by the Fund and the Managed Account client. In addition, the Fund and the Managed Account client may incur certain charges imposed by custodians, brokers, and other third parties such as custodial fees, transfer taxes, wire transfer and electronic fund fees, and additional fees and taxes on accounts and securities transactions. Please see Item 12 – Brokerage Practices of this Brochure for important disclosures regarding our brokerage practices.

Side Letters Opaleye or the General Partner may, in their sole discretion, grant certain investors more favorable terms through side letters or otherwise, including, without limitation, reduced or waived management fees or

performance allocations, preferential redemption rights, key person provisions, most -favored-nation rights, and enhanced transparency or reporting.

Opaleye manages the Fund and a parallel managed account side-by-side, which may create potential allocation conflicts; Opaleye seeks to allocate investment opportunities fairly and equitably in accordance with its policies and procedures.

Liquidity We intend to invest most of the Fund and the Managed Account’s capital in generally liquid positions, primarily public equity securities. However, certain positions may be illiquid because the shares may be thinly traded or privately held. The sale of such illiquid investments may not be possible or only at substantial discounts. Further, such

investments may be difficult to value with certainty. Investing in securities involves risk of loss. The following summary is not exhaustive, and additional risk disclosures are contained in the Fund’s Offering Documents, which govern in the event of any inconsistency with this Brochure.

Business Risk: These risks are associated with a particular industry or a company within an industry. For example, drug development companies conduct clinical trials to test efficacy and safety that may have substantial risk, including regulatory reviews, all of which may be expensive and risky before they can generate revenues, if any. There can be no assurance that the research and development efforts of a company will be successful. As a result, t he y ge ne r a l l y have a higher risk of volatility than an established medical company.

Counterparty and Broker Credit Risk: Certain assets will be exposed to the credit risk of the counterparties when engaging in exchange-traded or off-exchange transactions. There may be a risk of loss of assets on a deposit with or in the custody of a bank or broker in the event of their bankruptcy, the bankruptcy of any clearing broker through which the broker executes and clears transactions or the insolvency of an exchange clearinghouse.

Currency Risk: Overseas investments are subject to fluctuations in the value of the dollar against the currency of the investment’s originating country, or exchange rate risk.

Accurate Information Risk: Investment decisions are based, in part, on information provided by issuers, regulators, and third-party sources. Although Opaleye seeks to evaluate and, where appropriate, corroborate such information, it cannot independently verify its completeness or accuracy, and complete or accurate information may not always be available.

Financial Risk: Borrowing to finance a business’ operations may increase risk, because a company must meet the terms of its obligations in good times and bad. During periods of financial stress, or poor performance, the inability to meet loan obligations may result in bankruptcy, or a severely declining market value.

Foreign Market Risk: Securities markets outside the United States may have lower trading volumes and liquidity and may be more volatile than U.S. markets. Investments in foreign securities may be more susceptible to adverse market events, large transactions, and political or economic instability, which may affect Opaleye’s ability to acquire or dispose of such securities.

Inflation Risk: Inflation reduces the purchasing power of money over time, which may adversely affect the real value of investment returns.

Interest Rate Risk: Changes in interest rates may affect the valuation of securities and broader market conditions, which could adversely impact investment returns.

Liquidity Risk: Certain investments may be difficult to purchase or sell at desired prices or within a reasonable period due to limited market liquidity, which may adversely affect investment returns.

Margin Risk: The use of leverage may magnify gains and losses and increase portfolio volatility. In addition, declines in asset values may result in margin calls, requiring the liquidation of positions at unfavorable times or prices.

Market Risk: The price of any security may decline in response to external factors beyond a company’s control, including political, economic, and social conditions, regardless of the issuer’s underlying fundamentals.

Short Selling Risk: Short positions involve the risk of potentially unlimited losses, as the price of a security sold short may increase without limit. In addition, the availability and cost of borrowing securities may fluctuate, which may increase borrowing costs or require the Fund to cover positions at unfavorable times. Opaleye may be required to cover short positions at unfavorable times if borrowed securities are called and alternative sources of borrow are unavailable. Although short selling may be used as a hedging technique, it may also be used for speculative purposes, which carries risk.

Personnel Risk: Opaleye is heavily dependent on James Silverman. Opaleye has contingency plans in the event of Mr. Silverman’s short-term absence, but in the event of his death or disability, Opaleye will begin an orderly wind down of its operations, including assisting its private fund clients in winding down their operations. During that time, however, we may be unable to furnish investment advice to clients.

Derivatives/Options Risk: Investments in options, warrants, and other derivatives may result in the loss of the entire premium paid and may expose the Fund to significant losses, including potentially unlimited losses when writing uncovered options. Such positions may require the posting of additional margin and may be difficult to close out at favorable times or prices.

Trade Errors and Conflicts of Interest: Opaleye’s policy is that all trade errors are reported to the Compliance Officer and that clients will not bear losses resulting from such errors, while any gains will accrue to clients. There is an inherent conflict of interest for personnel to fail to report errors that result in losses. Opaleye seeks to mitigate this risk through training, policies providing that employees will not be penalized for reporting errors, and disciplinary measures for willful failures to report errors in accordance with the firm’s policies and procedures.

Government Intervention and Regulation: Government actions, including market interventions, and changes in monetary or fiscal policy, may be difficult to predict and could adversely affect individual issuers and broader market conditions. In addition, increased regulation of the private fund in dustry may affect Opaleye’s operations and investment activities.

Cybersecurity Risk: Opaleye and its service providers are subject to cybersecurity risks, including unauthorized access, data breaches, and operational disruptions. A cybersecurity incident could result in financial loss, reputational harm, regulatory scrutiny, or the loss or misuse of confidential information. Although Opaleye maintains business continuity and cybersecurity policies and procedures, such measures may not be fully effective, and Opaleye cannot control the cybersecurity practices of third-party service providers or portfolio companies.

Geopolitical Risk: Geopolitical events, including armed conflicts, sanctions, trade restrictions, and other international developments, may disrupt markets and adversely affect global economic conditions, which could materially impact the Fund and its investments.

Fund investors and the Managed Account client should understand that investing in securities involves a risk of loss of principal that they should be prepared to bear. Additional risk disclosures are contained in the Fund’s Offering Documents.

All supervised persons at Opaleye must acknowledge the terms of the Code of Ethics initially, annually and as amended. A copy of Opaleye’s Code of Ethics is available upon request by clients and prospective clients. Principals, officers, and employees of Opaleye and its related persons are or may be investors in the Fund. As such, Opaleye could cause the Fund to buy or sell securities that one of its associated persons has a financial interest in.

Opaleye’s employees or persons associated with Opaleye may invest in the same securities as those acquired for the Fund. This may create potential conflicts of interest because (1) Opaleye or its supervised persons may have an incentive not to recommend the sale of those securities to the Fund to protect the value of their personal investment, and (2) Opaleye or its supervised persons may have an incentive to place their orders before those of the Fund to obtain a better price. Opaleye’s Code of Ethics addresses these potential conflicts of interest by instituting a standard of business conduct for all supervised persons. In addition, the pre-clearance of securities transactions requirement provides an opportunity to assess and address any transaction conflicts between the Fund and supervised persons. We seek to avoid supervised persons making transactions in a security while there is an active order for that security for the Fund.

In addition, Opaleye may cause the Fund or the Managed Account to pay a higher commission than the lowest available commission if Opaleye believes that the value of the products and services, execution and other services rendered by the broker are reasonable. We may receive from broker-dealers/custodians or have access to investment research, other materials, and benefits. These items may be available due to executing the Funds’ or the Managed Account’s securities transactions through that broker-dealer or utilizing that company to provide custodial services. These items may include research reports, other securities analysis products, various written publications on topics, proprietary news, and access to meetings with management and conferences. We may choose to use brokers-dealers/ custodians providing the above benefits or use the Funds’ or Managed Account’s commissions or “soft dollars,” in our discretion, to pay for research and execution related products and services within the scope of Section 28(e) safe harbor of the Securities Exchange Act of 1934. In obtaining research or other products and services, we receive a benefit because we do not have to separately produce or pay for the research, products, or services. Additionally, soft dollar practices may result in commissions (or markups or markdowns) higher than those charged by other broker-dealers in return for soft dollar benefits. Furthermore, we may be incentivized to select or recommend a broker- dealer based on our interest in receiving the research or other products or services, rather than the Fund’s or Managed Account’s interest in receiving the most favorable execution since Opaleye has more than one client any soft dollar benefits received could be used to service one client over another. Currently, we do not utilize soft dollars to pay for third-party products or services. However, we receive proprietary research reports, analyses, access to meetings with management and to conferences or recommendations from broker-dealers with whom we place the Fund’s and Managed Account’s transactions and in return for such research or benefits, we may choose to direct any corresponding orders to that broker-dealer for execution.

Trade Aggregation Since the Managed Account pursues substantially the same investment objective and strategy and invests sideby-side in substantially the same positions as the Fund, we aggregate trades when possible.

Opaleye may provide periodic written reports, including quarterly commentary and unofficial performance estimates. Such reports are provided for informational purposes only, and investors are encouraged to rely on the official statements provided by the Fund administrator or custodian.

Investors in the Fund and the Managed Account client are urged to review the official account statements they receive from the administrator and/ or custodian and compare them to any statements may receive from Opaleye and rely solely on the account statements from the administrator or custodian.

We will neither advise nor act on behalf of the client in legal proceedings involving companies whose securities are held in the client’s account(s), including, but not limited to, the filing of “Proofs of Claim” in class action settlements.