false
0001393434
0001393434
2025-09-30
2025-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 30, 2025
OCULAR
THERAPEUTIX, INC.
(Exact Name of Company as Specified in Charter)
| Delaware |
|
001-36554 |
|
20-5560161 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
15
Crosby Drive
Bedford,
MA 01730
(Address of Principal Executive Offices) (Zip
Code)
Company’s telephone number, including area
code: (781) 357-4000
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of
each exchange on which
registered |
| Common
Stock, $0.0001 par value per share |
|
OCUL |
|
The
Nasdaq Global Market |
Indicate by check mark whether
the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2025, Ocular Therapeutix, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., TD Securities (USA)
LLC and Piper Sandler & Co., as representatives of the several underwriters named therein (the “Underwriters”), relating
to an underwritten offering (the “Offering”) of 37,909,018 shares (the “Shares”) of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”). All of the Shares are being sold by the Company. The offering price of the
Shares is $12.53 per share, and the Underwriters have agreed to purchase the Shares from the Company pursuant to the Underwriting Agreement
at a price of $11.7782 per share.
The Company
estimates that the net proceeds from the Offering will be approximately $445.9 million,
after deducting underwriting discounts and commissions and estimated offering expenses.
The Shares will be issued pursuant to a prospectus supplement dated
September 30, 2025, and an accompanying base prospectus that form a part of the automatically effective shelf registration statement
on Form S-3 that the Company filed with the Securities and Exchange Commission (the “SEC”) on September 30, 2025
(File No. 333-290597). The closing of the Offering is expected to take place on or about October 1, 2025, subject to the satisfaction
of customary closing conditions.
The Underwriting Agreement contains customary representations, warranties,
covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as
of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the
contracting parties.
A copy of the Underwriting Agreement is attached as Exhibit 1.1
hereto and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its
entirety by reference to such exhibit.
A copy of the legal opinion and consent of Wilmer Cutler Pickering
Hale and Dorr LLP relating to the Shares is attached as Exhibit 5.1 hereto.
Item 8.01. Other Events.
Pricing of Offering
The full text of the press release issued on September 30, 2025,
announcing the pricing of the Offering is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Cash Runway
Based on the Company’s current operating plan, which includes
estimates of anticipated cash inflows from DEXTENZA product sales and cash outflows from operating expenses and capital expenditures and
reflects the Company’s observance of the minimum liquidity covenant of $20.0 million under the Company’s existing credit and
security agreement, the Company believes that the net proceeds from this Offering, together with the Company’s existing cash and
cash equivalents, will enable the Company to fund its planned operating expenses, debt service obligations and capital expenditure requirements
into 2028. Although the Company’s planned operating expenses include manufacturing scale-up and pre-commercialization activities
for AXPAXLI, they do not include the full expenses the Company anticipates it needs to support the commercialization of AXPAXLI. The Company
has based these estimates on assumptions that may prove to be wrong, and the Company could use its capital resources sooner than it currently
expects.
Cautionary Note Regarding
Forward-Looking Statements
Any statements in this Current Report on Form 8-K about future
expectations, plans, and prospects for the Company, including the Company’s expectations and plans regarding the Offering, the Company’s
anticipated use of proceeds of the Offering, the anticipated closing date of the Offering, the Company’s anticipated cash runway
and sufficiency of the Company’s cash resources, and other statements containing the words “anticipate,” “believe,”
“estimate,” “expect,” “intend”, “goal,” “may”, “might,” “plan,”
“predict,” “project,” “target,” “potential,” “will,” “would,”
“could,” “should,” “continue,” and similar expressions, constitute forward-looking statements within
the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such
forward-looking statements as a result of various important factors. Such forward-looking statements involve substantial risks and uncertainties
that could cause the Company’s clinical development programs, future results, performance or achievements to differ significantly
from those expressed or implied by the forward-looking statements. Such risks and uncertainties include, among others, uncertainties related
to market conditions, the satisfaction of customary closing conditions related to the Offering, the need for additional financing or other
actions and other factors discussed in the “Risk Factors” section contained in the final prospectus supplement related to
the Offering to be filed with the SEC, the accompanying base prospectus to the registration statement related to the Offering, and the
Company’s quarterly and annual reports on file with the SEC. In addition, the forward-looking statements included in this Current
Report on Form 8-K represent the Company’s views as of the date of this Current Report on Form 8-K. The Company anticipates
that subsequent events and developments will cause the Company’s views to change. However, while the Company may elect to update
these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so except as required
by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent
to the date of this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated September 30, 2025, by and among Ocular Therapeutix, Inc. and BofA Securities, Inc., TD Securities (USA) LLC and Piper Sandler & Co., as representatives of the several underwriters named therein |
| |
|
|
| 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 above) |
| |
|
|
| 99.1 |
|
Press Release of Ocular Therapeutix, Inc., dated September 30, 2025 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 30, 2025 |
By: |
/s/ Donald Notman |
| |
|
Donald Notman |
| |
|
Chief Financial Officer and Chief Operating Officer |
