As filed with the Securities and Exchange Commission on August 7, 2023
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, as amended
(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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to 3,900,000 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 (i) the Registration Statement on Form S-8, File No. 333-258642, filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2021, by the Registrant relating to the 2021 Plan and (ii) the Registration Statement on Form S-8, File No. 333-266648, filed with the SEC on August 8, 2022, by the Registrant relating to the 2021 Plan, in each case, except to the extent amended or superseded by the contents hereof.
Item 8. Exhibits.
The following exhibits are incorporated herein by reference.
| (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 7, 2023, as Exhibit 10.2 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 7th day of August, 2023.
| 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 7, 2023 | ||
| Antony Mattessich | ||||
| /s/ Donald Notman | Chief Financial Officer (Principal Financial and Accounting Officer) | August 7, 2023 | ||
| Donald Notman | ||||
| /s/ Charles Warden | Chairperson of the Board of Directors | August 7, 2023 | ||
| Charles Warden | ||||
| /s/ Adrienne Graves, Ph.D. | Director | August 7, 2023 | ||
| Adrienne Graves, Ph.D. | ||||
| /s/ Jeffrey S. Heier, M.D. | Director | August 7, 2023 | ||
| Jeffrey S. Heier, M.D. | ||||
| /s/ Seung Suh Hong, Ph.D. | Director | August 7, 2023 | ||
| Seung Suh Hong, Ph.D. | ||||
| /s/ Richard L. Lindstrom, M.D. | Director | August 7, 2023 | ||
| Richard L. Lindstrom, M.D. | ||||
| /s/ Merilee Raines | Director | August 7, 2023 | ||
| Merilee Raines | ||||
| /s/ Leslie Williams | Director | August 7, 2023 | ||
| Leslie Williams |
Exhibit 5.1
August 7, 2023
+ 1 617 526 6000 (t)
| Ocular Therapeutix, Inc. | + 1 617 526 5000 (f) |
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 3,900,000 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.
Ocular Therapeutix, Inc.
August 7, 2023
Page 2
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,
| By: | /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 March 6, 2023 relating to the financial statements, which appears in Ocular Therapeutix, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
August 7, 2023
1
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 | 3,900,000 shares (2) | $ | 4.30 | (3) | $ | 16,770,000.00 | (3) | $110.20 per $1,000,000 |
$ | 1,848.06 | ||||||||
| Total Offering Amounts | $ | 16,770,000.00 | $ | 1,848.06 | ||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||
| Net Fee Due | $ | 1,848.06 | ||||||||||||||||||
| (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 3,900,000 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 2, 2023, in accordance with Rule 457(c) under the Securities Act. |