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Form S-8 OCULAR THERAPEUTIX, INC

February 22, 2024 8:01 AM EST

 

As filed with the Securities and Exchange Commission on February 22, 2024

 

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)

 

2019 Inducement 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 ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x
    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 2,750,000 shares of the common stock, $0.0001 par value per share (the “Common Stock”), issuable under the 2019 Inducement Stock Incentive Plan, as amended (the “2019 Inducement Plan”) of Ocular Therapeutix, Inc. (the “Registrant”), is being filed with the Securities and Exchange Commission (the “SEC”) 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 (i) the Registration Statement on Form S-8 (File No. 333-237115) filed with the SEC on March 12, 2020, by the Registrant relating to the Registrant’s 2014 Stock Incentive Plan (the “2014 Plan”), the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”), and the 2019 Inducement Plan; and (ii) the Registration Statement on Form S-8 (File No. 333-254143) filed with the SEC on March 11, 2021, by the Registrant relating to the 2014 Plan, the 2014 ESPP and the 2019 Inducement Plan, in each case, except to the extent amended or superseded by the contents hereof and as amended by Post-Effective Amendment No. 1 to Form S-8 Registration Statements relating to such Form S-8 Registration Statement, filed with the SEC on August 9, 2021.

 

 

 

 

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 By-laws 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) 2019 Inducement Stock Incentive Plan
   
99.2(5) Amendment to 2019 Inducement Stock Incentive Plan
   
99.3(6) Amendment No. 2 to 2019 Inducement Stock Incentive Plan
   
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 November 12, 2019, as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-36554) and incorporated herein by reference.

 

(5)Previously filed with the Securities and Exchange Commission on March 11, 2021, as Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K (File No. 001-36554) and incorporated herein by reference.

 

(6)Previously filed with the Securities and Exchange Commission on February 22, 2024, as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (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 22nd day of February, 2024.

 

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)   February 22, 2024  
Antony Mattessich        
         
/s/ Donald Notman   Chief Financial Officer (Principal Financial and Accounting Officer)   February 22, 2024  
Donald Notman        
         
/s/ Pravin Dugel, M.D.   Executive Chairman of the Board of Directors   February 22, 2024  
Pravin Dugel          
           
/s/ Adrienne Graves, Ph.D.   Director   February 22, 2024  
Adrienne Graves, Ph.D.          
           
/s/ Seung Suh Hong, Ph.D.   Director   February 22, 2024  
Seung Suh Hong, Ph.D.          
           
/s/ Richard L. Lindstrom, M.D.   Director   February 22, 2024  
Richard L. Lindstrom, M.D.          
           
/s/ Merilee Raines   Director   February 22, 2024  
Merilee Raines          
           
/s/ Charles Warden   Director   February 22, 2024  
Charles Warden          
           
/s/ Leslie Williams   Director   February 22, 2024  
Leslie Williams          

 

 

ATTACHMENTS / EXHIBITS

EXHIBIT 5.1

EXHIBIT 23.2

EX-FILING FEES



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