OCULAR THERAPEUTIX Reports Material Agreement, Equity Sales, Officer Comp Changes

TL;DR

**OCULAR THERAPEUTIX just dropped an 8-K detailing a new material agreement, equity sales, and officer pay changes, so keep an eye on their financials and future moves!**

AI Summary

OCULAR THERAPEUTIX, INC. filed an 8-K on February 22, 2024, reporting events from February 20, 2024. The filing indicates entry into a material definitive agreement, results of operations, unregistered sales of equity securities, and changes in compensatory arrangements for officers. The company, incorporated in Delaware with IRS number 20-5560161, operates in pharmaceutical preparations.

Why It Matters

This filing signals significant corporate actions, including potential new partnerships or financial commitments, and changes in executive compensation, which can impact company strategy and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in compensatory arrangements, which can introduce dilution or alter executive incentives, posing a medium risk.

Key Players & Entities

• OCULAR THERAPEUTIX, INC. (company) — Filing company
• Delaware (company) — State of incorporation
• February 20, 2024 (date) — Date of earliest event reported
• February 22, 2024 (date) — Filing date
• 001-36554 (company) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — ge on which registered Common Stock, $0.0001 par value per share OCUL The Nasdaq
• $7.52 — per share (the "Shares"), at a price of $7.52 per share and, to certain Investors in
• $7.519 — he "Pre-Funded Warrants") at a price of $7.519 per Pre-Funded Warrant (the "Private Pl
• $325.0 m — the Private Placement of approximately $325.0 million, before deducting placement agent
• $0.001 — lacement will have an exercise price of $0.001 per share, will be exercisable immediat
• $195.8 million — and cash equivalents were approximately $195.8 million as of December 31, 2023, and its prelim
• $57.9 million — ed December 31, 2023, was approximately $57.9 million. The estimated net product revenue and
• $540,000 — led to receive an annual base salary of $540,000 and an annual cash bonus, determined by

Filing Documents

• tm246953d1_8k.htm (8-K) — 58KB
• tm246953d1_ex4-1.htm (EX-4.1) — 83KB
• tm246953d1_ex10-1.htm (EX-10.1) — 163KB
• tm246953d1_ex10-2.htm (EX-10.2) — 147KB
• tm246953d1_ex10-3.htm (EX-10.3) — 106KB
• tm246953d1_ex10-4.htm (EX-10.4) — 22KB
• tm246953d1_ex10-5.htm (EX-10.5) — 3KB
• tm246953d1_ex99-1.htm (EX-99.1) — 14KB
• 0001104659-24-026324.txt ( ) — 900KB
• ocul-20240220.xsd (EX-101.SCH) — 3KB
• ocul-20240220_lab.xml (EX-101.LAB) — 33KB
• ocul-20240220_pre.xml (EX-101.PRE) — 22KB
• tm246953d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement On February 21, 2024, Ocular Therapeutix, Inc., a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with certain institutional accredited investors (the "Investors"), pursuant to which the Company agreed to issue and sell to the Investors in a private placement an aggregate of 32,413,560 shares of the Company's common stock, par value $0.0001 per share (the "Shares"), at a price of $7.52 per share and, to certain Investors in lieu of Shares, pre-funded warrants to purchase 10,805,957 shares of the Company's common stock (the "Pre-Funded Warrants") at a price of $7.519 per Pre-Funded Warrant (the "Private Placement"). The Private Placement is expected to close on or about February 26, 2024, subject to the satisfaction of certain customary closing conditions. The Company expects to receive aggregate gross proceeds from the Private Placement of approximately $325.0 million, before deducting placement agent fees and offering expenses. BofA Securities acted as sole placement agent for the Private Placement. The Company has granted the Investors indemnification rights with respect to its representations, warranties, covenants and agreements under the Securities Purchase Agreement. Pre-Funded Warrants Each Pre-Funded Warrant to be issued in the Private Placement will have an exercise price of $0.001 per share, will be exercisable immediately and will be exercisable until the Pre-Funded Warrant is exercised in full. Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any such Pre-Funded Warrant, if, upon giving effect to such exercise, the aggregate number of shares of common stock beneficially owned by the holder (together with its affiliates, any other persons acting as a group togethe

02

Item 2.02 Results of Operations and Financial Condition. Although the Company is currently in the process of finalizing its financial results for the quarter and year ended December 31, 2023, its preliminary, unaudited cash and cash equivalents were approximately $195.8 million as of December 31, 2023, and its preliminary, unaudited net product revenue for the year ended December 31, 2023, was approximately $57.9 million. The estimated net product revenue and cash and cash equivalents figures are based on preliminary and unaudited information and management's estimates as of the date of this Current Report on Form 8-K and are subject to completion of the Company's financial closing procedures. The Company's independent registered public accounting firm has not conducted an audit or review of, and does not express an opinion or any other form of assurance with respect to, the estimated net product revenue or cash and cash equivalents figures. The information in Item 2.02 of this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

02

Item 3.02 Unregistered Sales of Equity Securities. The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Investors in the Securities Purchase Agreement, the offering and sale of the Shares and the Pre-Funded Warrants is being conducted pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act. The Shares and Pre-Funded Warrants have not been registered under the Securities Act or any state securities laws, and the Shares and Pre-Funded Warrants may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities will not involve a public offering and will be made without general solicitation or general advertising. The Investors represented that they are institutional "accredited investors" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act or "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act, and that they are acquiring the Shares and Pre-Funded Warrants for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares and Pre-Funded Warrants in violation of the United

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Pravin U. Dugel, M.D., as Executive Chairman On February 20, 2024, Pravin U. Dugel, M.D., was appointed as Executive Chairman of the Company and as a Class III director, effective as of February 21, 2024, to serve until the 2026 annual meeting of the stockholders of the Company and thereafter until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. On February 21, 2024, the Company entered into an employment agreement with Dr. Dugel (the "Dugel Agreement"). Under the Dugel Agreement, Dr. Dugel is entitled to receive an annual base salary of $540,000 and an annual cash bonus, determined by and payable at the sole discretion of the board of directors of the Company (the "Board"), targeted at 65% of his annual base salary, and to participate in the employee benefit programs generally available to employees of the Company. Pursuant to the Dugel Agreement, the Company agreed to grant to Dr. Dugel, effective February 22, 2024 (the "Grant Date"), (i) a non-statutory stock option to purchase up to 1,282,469 shares of the Company's common stock at a per share exercise price equal to the closing price of the Company's common stock on The Nasdaq Global Market on the Grant Date (the "Dugel Option Award") and (ii) a restricted stock unit award representing the right to receive 854,979 shares of the Company's common stock (the "Dugel RSU Award" and, together with the Dugel Option Award, the "Dugel Equity Awards"). Subject to Dr. Dugel's continued employment with the Company, the Dugel Option Award will vest in equal monthly installments over a four-year period, and the Dugel RSU Award will vest in equal quarterly installments over a three-year period. Under the Dugel Agreement, the Company agreed that, in the event that Dr. Dugel's employment is termin

01

Item 8.01 Other Events . Additional Officer Appointments On February 21, 2024, the Company entered into an employment agreement with Sanjay Nayak, MBBS, Ph.D., providing for Dr. Nayak to serve as Chief Strategy Officer of the Company. On February 21, 2024, the Company entered into an employment agreement with Peter Kaiser, M.D., who previously served as Chief Medical Advisor—Retina to the Company, under which Dr. Kaiser agreed to serve as Medical Director of the Company on a part-time basis, working 50% of a full-time schedule. Press Release Regarding Private Placement On February 22, 2024, the Company issued a press release announcing the Private Placement. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d)Exhibits 4.1 Form of Pre-Funded Warrant 10.1 Securities Purchase Agreement, dated February 21, 2024, by and among the Company and the other parties thereto 10.2 Registration Rights Agreement, dated February 21, 2024, by and among the Company and the other parties thereto 10.3 Employment Agreement, by and between the Company and Dr. Pravin U. Dugel, dated as of February 21, 2024 10.4 Amendment to Employment Agreement, by and between the Company and Antony Mattessich, dated as of February 21, 2024 10.5 Amendment No. 2 to 2019 Inducement Stock Incentive Plan 99.1 Press Release, dated February 22, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. OCULAR THERAPEUTIX, INC. Date: February 22, 2024 By: /s/ Donald Notman Donald Notman Chief Financial Officer

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View this 8-K filing on SEC EDGAR