Form S-8 OCULAR THERAPEUTIX, INC

 

As filed with the Securities and Exchange Commission on August 8, 2022

 

Registration No. 333-_____

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

OCULAR THERAPEUTIX, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

	Delaware	20-5560161
	(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
	24 Crosby Drive Bedford, MA	01730
	(Address of Principal Executive Offices)	(Zip Code)

 

2021 Stock Incentive Plan

(Full Title of the Plan)

 

Antony Mattessich

President and Chief Executive Officer

Ocular Therapeutix, Inc.

24 Crosby Drive

Bedford, MA 01730
(Name and Address of Agent for Service)

 

(781) 357-4000

(Telephone Number, Including Area Code, of Agent for Service)

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

x

Accelerated filer

¨

 

Non-accelerated filer		¨		Smaller reporting company	¨
				Emerging Growth Company	¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8, relating to 3,600,000 shares of common stock, par value $0.0001 per share, of Ocular Therapeutix, Inc. (the “Registrant”), issuable under Registrant’s 2021 Stock Incentive Plan, as amended (the “2021 Plan”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-258642, filed with the Securities and Exchange Commission on August 9, 2021, by the Registrant relating to the 2021 Plan, except to the extent amended or superseded by the contents hereof.

 

 

Item 8. Exhibits.

 

The following exhibits are incorporated herein by reference.

 

Number	Description
4.1(1)	Restated Certificate of Incorporation of the Registrant, as amended
4.2(2)	Amended and Restated Bylaws of the Registrant
4.3(3)	Registration Rights Agreement, dated as of March 1, 2019, by and among the Registrant and the Purchasers identified therein
5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
23.2	Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm
24.1	Power of Attorney (included on signature page)
99.1(4)	2021 Stock Incentive Plan, as amended
107	Filing Fee Table

 

(1)	Previously filed with the Securities and Exchange Commission on August 9, 2021, as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36554) and incorporated herein by reference.

 

(2)	Previously filed with the Securities and Exchange Commission on July 30, 2014, as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36554) and incorporated herein by reference.

 

(3)	Previously filed with the Securities and Exchange Commission on March 7, 2019, as Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K (File No. 001-36554) and incorporated herein by reference.

 

(4)	Previously filed with the Securities and Exchange Commission on August 8, 2022, as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36554) and incorporated herein by reference.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Bedford, Massachusetts, on this 8th day of August, 2022.

 

	OCULAR THERAPEUTIX, INC.
	By:	/s/ Antony Mattessich
		Antony Mattessich
		President and Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

We, the undersigned officers and directors of Ocular Therapeutix, Inc., hereby severally constitute and appoint Antony Mattessich and Donald Notman, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Ocular Therapeutix, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Antony Mattessich		President, Chief Executive Officer and Director (Principal Executive Officer)		August 8, 2022
Antony Mattessich
/s/ Donald Notman		Chief Financial Officer (Principal Financial and Accounting Officer)		August 8, 2022
Donald Notman
/s/ Charles Warden		Chairman of the Board of Directors		August 8, 2022
Charles Warden
/s/ Jeffrey S. Heier, M.D.		Director		August 8, 2022
Jeffrey S. Heier, M.D.
/s/ Seung Suh Hong, Ph.D.		Director		August 8, 2022
Seung Suh Hong, Ph.D.
/s/ Richard L. Lindstrom, M.D.		Director		August 8, 2022
Richard L. Lindstrom, M.D.
/s/ Merilee Raines		Director		August 8, 2022
Merilee Raines
/s/ Leslie Williams		Director		August 8, 2022
Leslie Williams

 

 

Exhibit 5.1

 

 

+1 617 526 6000 (t)

+1 617 526 5000 (f)

wilmerhale.com

 

 

August 8, 2022

 

Ocular Therapeutix, Inc.

24 Crosby Drive

Bedford, MA 01730

 

Re:

2021 Stock Incentive Plan, as amended

 

Ladies and Gentlemen:

 

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 3,600,000 shares of common stock, $0.0001 par value per share (the “Shares”), of Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2021 Stock Incentive Plan, as amended (the “Plan”).

 

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plan and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

 

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

 

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

 

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.

 

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

 

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

 

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

 

	Very truly yours,
	WILMER CUTLER PICKERING HALE AND DORR LLP
	/s/ Wilmer Cutler Pickering Hale and Dorr LLP
	WILMER CUTLER PICKERING HALE AND DORR LLP

 

 

 

 

 

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Ocular Therapeutix, Inc. of our report dated February 28, 2022 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Ocular Therapeutix, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2021.

 

/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 8, 2022

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

Form S-8

(Form Type)

 

Ocular Therapeutix, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1—Newly Registered Securities

 

Security Type		Security Class  Title		Fee Calculation Rule		Amount Registered (1)			Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price				Fee Rate		Amount of Registration Fee
Equity		Common Stock, $0.0001 par value per share		Other		3,600,000 shares (2)		$	4.30	(3)		$	15,480,000.00	(3)		$92.70 per $1,000,000		$	1,435.00
Total Offering Amounts												$	15,480,000.00					$	1,435.00
Total Fee Offsets																			—
Net Fee Due																		$	1,435.00

 

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)	Consists of 3,600,000 shares issuable under the 2021 Stock Incentive Plan, as amended.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the average of the high and low sale prices of the registrant’s common stock on the Nasdaq Global Market on August 1, 2022, in accordance with Rule 457(c) under the Securities Act.

 

 

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