Ocular Therapeutix™ Reports Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Ocular Therapeutix (NASDAQ: OCUL) granted Nasdaq Rule 5635(c)(4) inducement equity awards to seven new non-executive employees under its 2019 Inducement Stock Incentive Plan.

Rhea-AI Summary

Ocular Therapeutix (NASDAQ: OCUL) granted Nasdaq Rule 5635(c)(4) inducement equity awards to seven new non-executive employees under its 2019 Inducement Stock Incentive Plan.

The June 1, 2026 grants include options for 51,775 shares at $8.93 and 16,950 RSUs with multi‑year vesting.

Positive

• Equity inducement grants to seven newly hired non-executive employees
• Stock options for up to 51,775 shares at a $8.93 exercise price
• Four-year vesting term for stock options with a one-year cliff
• Three-year vesting schedule for 16,950 restricted stock units

Negative

• Potential shareholder dilution from 51,775 new option shares
• Additional dilution risk from 16,950 restricted stock units vesting over three years

Argus Jun 5 session

-6.25% close to close 0.5x rel. volume Open Argus

Details

News Market Reaction – OCUL

On Jun 5, the day this news came out, OCUL closed 6.25% below the previous close.

Data tracked by StockTitan Argus for the Jun 5 session.

Key Figures

New hires: 7 employees Option shares: 51,775 shares RSU shares: 16,950 shares +5 more

New hires

7 employees

Non-executive inducement awards under 2019 Inducement Stock Incentive Plan

Option shares

51,775 shares

Non-statutory stock options granted June 1, 2026

RSU shares

16,950 shares

Restricted stock unit awards granted June 1, 2026

Exercise price

$8.93 per share

Stock option exercise price equal to Nasdaq closing price on grant date

Option term

10 years

Ten-year term for inducement stock options

Initial vesting

25% after 1 year

First tranche of stock option vesting schedule

Option vesting period

4 years

Total stock option vesting duration

RSU vesting period

3 years

RSUs vest in equal annual installments over three years

Historical Context

5 past events · Latest: Jun 02

5 events

1. Jun 02

   Investor Day announcement

   24h Move

   -6.9%

   Announced Investor Day focused on AXPAXLI and retinal program updates.

2. May 15

   Inducement grant

   24h Move

   -3.6%

   Equity inducement awards to new SVP, Head of HR under 2019 plan.

3. May 08

   Inducement grants

   24h Move

   -3.8%

   Inducement options and RSUs to twelve new non‑executive employees.

4. May 05

   Q1 2026 earnings

   24h Move

   -0.6%

   Reported Q1 2026 results and positive Phase 3 SOL-1 data with NDA plans.

5. Apr 29

   Clinical trial update

   24h Move

   -1.2%

   First patient enrolled in SOL-X long‑term extension trial for AXPAXLI.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

nasdaq listing rule 5635(c)(4), non-statutory stock option, restricted stock unit, exercise price, +2 more

6 terms

nasdaq listing rule 5635(c)(4) regulatory

"granted inducement awards ... in accordance with Nasdaq Listing Rule 5635(c)(4)."

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

non-statutory stock option financial

"consist of non-statutory stock option awards to purchase up to an aggregate of 51,775"

A non-statutory stock option is a company-granted right that lets a person buy shares later at a set price but does not receive special tax-favored treatment under tax law. It matters to investors because when the option is used the holder usually pays ordinary income tax on the gain and the company records compensation cost and issues new shares, which can reduce existing owners’ percentage ownership—think of it like a coupon to buy stock that creates a taxable event and some dilution.

restricted stock unit financial

"restricted stock unit awards representing the right to receive an aggregate of 16,950"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

exercise price financial

"The stock option awards have an exercise price of $8.93 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vesting financial

"and vests over four years, with 25% of the original number of shares vesting"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

inducement stock incentive plan financial

"under Ocular’s 2019 Inducement Stock Incentive Plan in accordance with Nasdaq"

An inducement stock incentive plan is a program that gives newly hired employees or executives shares or stock-based awards as a reward for joining a company and to encourage them to stay and perform. For investors, it matters because these grants can dilute existing shareholders, increase reported compensation costs, and signal how a company is investing in talent—similar to a signing bonus mixed with a stake in the business.

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BEDFORD, Mass., June 05, 2026 (GLOBE NEWSWIRE) -- Ocular Therapeutix, Inc. (NASDAQ: OCUL, “Ocular” or the “Company”), an integrated biopharmaceutical company committed to redefining the retina experience, today announced that it has granted inducement awards to seven newly hired non-executive employees. The awards were made as an inducement material to each recipient’s acceptance of employment with Ocular under Ocular’s 2019 Inducement Stock Incentive Plan in accordance with Nasdaq Listing Rule 5635(c)(4).

The inducement equity awards were granted effective as of June 1, 2026, and consist of non-statutory stock option awards to purchase up to an aggregate of 51,775 shares of Ocular’s common stock and restricted stock unit awards representing the right to receive an aggregate of 16,950 shares of Ocular’s common stock. The stock option awards have an exercise price of $8.93 per share, equal to the closing price of Ocular’s common stock on The Nasdaq Global Market on the effective date of grant. Each of the stock option awards has a ten-year term and vests over four years, with 25% of the original number of shares vesting on the one-year anniversary of the date of grant, and the remainder vesting in equal monthly installments over the three years after such date, subject to the recipient’s continued service to Ocular through the applicable vesting dates. Each of the restricted stock unit awards vests over three years, in equal annual installments on the first, second and third anniversaries of the date of grant, subject to the recipient’s continued service to Ocular through the applicable vesting dates.

The inducement equity awards are subject to the terms and conditions of the award agreements covering the grants and Ocular’s 2019 Inducement Stock Incentive Plan.

About Ocular Therapeutix, Inc.
Ocular Therapeutix, Inc. is an integrated biopharmaceutical company committed to redefining the retina experience. AXPAXLI™ (also known as OTX-TKI), Ocular’s investigational product candidate for retinal disease, is an axitinib intravitreal hydrogel based on its ELUTYX™ proprietary bioresorbable hydrogel-based formulation technology. AXPAXLI is currently in Phase 3 clinical trials for wet age-related macular degeneration (wet AMD), and diabetic retinal disease, including non-proliferative diabetic retinopathy (NPDR).

Ocular’s pipeline also leverages the ELUTYX technology in its commercial product DEXTENZA^®, an FDA-approved corticosteroid for the treatment of ocular inflammation and pain following ophthalmic surgery in adults and pediatric patients and ocular itching associated with allergic conjunctivitis in adults and pediatric patients aged two years or older, and in its investigational product candidate OTX-TIC, which is a travoprost intracameral hydrogel that has completed a Phase 2 clinical trial for the treatment of open-angle glaucoma or ocular hypertension. Ocular is currently evaluating next steps for the OTX-TIC program.

Follow the Company on its website, LinkedIn, or X.

DEXTENZA^® is a registered trademark of Ocular Therapeutix, Inc. The Ocular Therapeutix logo, AXPAXLI™, ELUTYX™, and Ocular Therapeutix™ are trademarks of Ocular Therapeutix, Inc.

Investors & Media
Ocular Therapeutix, Inc.
Bill Slattery
Vice President, Investor Relations
bslattery@ocutx.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What inducement equity grants did Ocular Therapeutix (NASDAQ: OCUL) announce on June 5, 2026?

Ocular Therapeutix announced inducement equity awards for seven new non-executive employees. According to Ocular Therapeutix, the grants include stock options for 51,775 shares and 16,950 restricted stock units under its 2019 Inducement Stock Incentive Plan.

How many Ocular Therapeutix shares are covered by the new inducement stock options and RSUs?

The inducement awards cover 51,775 option shares and 16,950 RSU shares. According to Ocular Therapeutix, these equity awards were granted effective June 1, 2026 as a material inducement for employment under Nasdaq Listing Rule 5635(c)(4).

What is the exercise price and term of the new Ocular Therapeutix (OCUL) stock options?

The new stock options have a $8.93 exercise price and a ten-year term. According to Ocular Therapeutix, the price equals the June 1, 2026 Nasdaq Global Market closing price for OCUL and options vest over four years, subject to continued service.

How do the Ocular Therapeutix inducement stock options vest for new employees?

The inducement stock options vest over four years with a one-year cliff. According to Ocular Therapeutix, 25% vests on the first anniversary, and the remaining 75% vests in equal monthly installments over the following three years, subject to continued service.

What is the vesting schedule for the new Ocular Therapeutix restricted stock units (RSUs)?

The RSU grants vest in three equal annual installments over three years. According to Ocular Therapeutix, vesting occurs on the first, second, and third anniversaries of the June 1, 2026 grant date, contingent on each recipient’s continued service.

Why did Ocular Therapeutix use Nasdaq Listing Rule 5635(c)(4) for these OCUL equity grants?

Ocular Therapeutix used Nasdaq Listing Rule 5635(c)(4) for inducement awards tied to new hires. According to Ocular Therapeutix, the equity grants were material inducements for accepting employment and were issued under the 2019 Inducement Stock Incentive Plan.