SEC Form S-8 filed by Ocular Therapeutix Inc.
As filed with the Securities and Exchange Commission on June 17, 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) |
2021 Stock Incentive Plan, as amended
(Full Title of the Plan)
Pravin U. Dugel, M.D.
Executive Chairman, 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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to 7,000,000 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; (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, and (iii) Form S-8, File No. 333-273770 filed with the SEC on August 7, 2023, 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 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. |
(2) | 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. |
(3) | 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. |
(4) | Previously filed with the Securities and Exchange Commission on April 29, 2024, as Appendix B to the Registrant’s Definitive Proxy Statement (File No. 001-36554) and incorporated herein by reference. |
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 17th day of June, 2024.
OCULAR THERAPEUTIX, INC. | ||
By: | /s/ Pravin U. Dugel, M.D. | |
Pravin U. Dugel, M.D. | ||
Executive Chairman, 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 Pravin U. Dugel, M.D. 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/ Pravin U. Dugel, M.D. | Executive Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) | June 17, 2024 | ||
Pravin U. Dugel, M.D. | ||||
/s/ Donald Notman | Chief Financial Officer (Principal Financial and Accounting Officer) | June 17, 2024 | ||
Donald Notman | ||||
/s/ Adrienne Graves, Ph.D. | Director | June 17, 2024 | ||
Adrienne Graves, Ph.D. | ||||
/s/ Seung Suh Hong, Ph.D. | Director | June 17, 2024 | ||
Seung Suh Hong, Ph.D. | ||||
/s/ Richard L. Lindstrom, M.D. | Director | June 17, 2024 | ||
Richard L. Lindstrom, M.D. | ||||
/s/ Merilee Raines | Director | June 17, 2024 | ||
Merilee Raines | ||||
/s/ Charles Warden | Director | June 17, 2024 | ||
Charles Warden | ||||
/s/ Leslie Williams | Director | June 17, 2024 | ||
Leslie Williams |