As filed with the Securities and Exchange Commission on March 11, 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.) |
| | |
15 Crosby Drive Bedford, MA | 01730 |
| (Address of Principal Executive Offices) | (Zip Code) |
2014 Employee Stock Purchase Plan
(Full Title of the Plan)
Antony Mattessich
President and Chief Executive Officer
Ocular Therapeutix, Inc.
15 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 207,402 shares of the common stock, $0.0001 par value per share (the “Common Stock”), issuable under the 2014 Employee Stock Purchase Plan, as amended (the “2014 ESPP”) of Ocular Therapeutix, Inc. (the “Registrant”), 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 (i) the Registration Statement on Form S-8 (File No. 333-198240) filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2014, by the Registrant relating to the Registrant’s 2006 Stock Incentive Plan, as amended, the Registrant’s 2014 Stock Incentive Plan (the “2014 Plan”), and the 2014 ESPP; (ii) the Registration Statement on Form S-8 (File No. 333-202886) filed with the SEC on March 20, 2015, by the Registrant relating to the 2014 Plan and the 2014 ESPP; (iii) the Registration Statement on Form S-8 (File No. 333-210059) filed with the SEC on March 10, 2016, by the Registrant relating to the 2014 Plan and the 2014 ESPP; (iv) the Registration Statement on Form S-8 (File No. 333-216622) filed with the SEC on March 10, 2017, by the Registrant relating to the 2014 Plan and the 2014 ESPP; (v) the Registration Statement on Form S-8 (File No. 333-223513) filed with the SEC on March 8, 2018, by the Registrant relating to the 2014 Plan, the 2014 ESPP and the Registrant’s Inducement Stock Option Grant to Antony Mattessich; (vi) the Registration Statement on Form S-8 (File No. 333-230126) filed with the SEC on March 7, 2019, by the Registrant relating to the 2014 Plan and the 2014 ESPP; (vii) 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 2014 Plan, the 2014 ESPP, the Registrant’s Inducement Stock Option Grant to Christopher White and the Registrant’s 2019 Inducement Stock Incentive Plan (the “2019 Inducement Plan”); (viii) 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; (ix) the Registration Statement on Form S-8 (File No. 333-263091) filed with the SEC on February 28, 2022, by the Registrant relating to the 2014 ESPP; and (x) the Registration Statement on Form S-8 (File No. 333-270297) filed with the SEC on March 6, 2023, by the Registrant relating to the 2014 ESPP, in each case, except to the extent amended or superseded by the contents hereof and, in the case of items (i) through (viii) above, 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 |
| | |
| 4.4(4) | Registration Rights Agreement, dated February 21, 2024, by and among the Registrant and the other parties thereto |
| | |
| 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(5) | 2014 Employee Stock Purchase Plan |
| | |
| 99.2(6) | Amendment No. 1 to Employee Stock Purchase Plan, effective October 4, 2023 |
| | |
| 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 February 22, 2024, as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36554) and incorporated herein by reference. |
| (5) | Previously filed with the Securities and Exchange Commission on July 11, 2014, as Exhibit 10.10 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-196932) and incorporated herein by reference. |
| (6) | Previously filed with the Securities and Exchange Commission on November 7, 2023, as Exhibit 10.3 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 11th day of March, 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) | | March 11, 2024 | |
| Antony Mattessich | | | | |
| | | | | |
| /s/ Donald Notman | | Chief Financial Officer (Principal Financial and Accounting Officer) | | March 11, 2024 | |
| Donald Notman | | | | |
| | | | | |
| /s/ Pravin Dugel, M.D. | | Executive Chairman of the Board of Directors | | March 11, 2024 | |
| Pravin Dugel, M.D. | | | | | |
| | | | | | |
| /s/ Adrienne Graves, Ph.D. | | Director | | March 11, 2024 | |
| Adrienne Graves, Ph.D. | | | | | |
| | | | | | |
| /s/ Seung Suh Hong, Ph.D. | | Director | | March 11, 2024 | |
| Seung Suh Hong, Ph.D. | | | | | |
| | | | | | |
| /s/ Richard L. Lindstrom, M.D. | | Director | | March 11, 2024 | |
| Richard L. Lindstrom, M.D. | | | | | |
| | | | | | |
| /s/ Merilee Raines | | Director | | March 11, 2024 | |
| Merilee Raines | | | | | |
| | | | | | |
| /s/ Charles Warden | | Director | | March 11, 2024 | |
| Charles Warden | | | | | |
| | | | | | |
| /s/ Leslie Williams | | Director | | March 11, 2024 | |
| Leslie Williams | | | | | |
