Deep Track Capital (OCUL) discloses 4.31% Ocular Therapeutix stake with warrant cap

Rhea-AI Filing Summary

Ocular Therapeutix, Inc. has a new large shareholder disclosure from Deep Track Capital and affiliates. As of December 31, 2025, they report beneficial ownership of 9,234,132 shares of common stock, representing 4.31% of the company.

The position includes 1,163,718 pre-funded warrants that are exercisable into common shares but are subject to a 9.99% “Maximum Percentage” cap, meaning exercises cannot push the holder’s beneficial ownership above 9.99% of shares outstanding after exercise. The reporting persons certify the holdings are not for the purpose of changing or influencing control of the company.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Ocular Therapeutix, Inc

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

67576A100

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 67576A100

1

Names of Reporting Persons

Deep Track Capital, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,234,132.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,234,132.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.31 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 67576A100

1

Names of Reporting Persons

Deep Track Biotechnology Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,234,132.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,234,132.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,234,132.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.31 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 67576A100

1

Names of Reporting Persons

David Kroin

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,234,132.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,234,132.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,234,132.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.31 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ocular Therapeutix, Inc
(b)	Address of issuer's principal executive offices: 15 Crosby Drive, Bedford, MA 01730
Item 2.
(a)	Name of person filing: (i) Deep Track Capital, LP (ii) Deep Track Biotechnology Master Fund, Ltd. (iii) David Kroin
(b)	Address or principal business office or, if none, residence: (i) 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830 (ii) c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands (iii) c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830
(c)	Citizenship: (i) Delaware (ii) Cayman Islands (iii) United States
(d)	Title of class of securities: Common Stock, $0.0001 par value per share
(e)	CUSIP No.: 67576A100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 9,234,132
(b)	Percent of class: 4.31%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 9,234,132
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Deep Track Capital, LP

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:	02/10/2026

Deep Track Biotechnology Master Fund, Ltd.

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Director
Date:	02/10/2026

David Kroin

Signature:	/s/ David Kroin
Name/Title:	David Kroin
Date:	02/10/2026

Exhibit Information

Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2025, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person. The amount beneficially owned by each Reporting Person is determined using 214,211,190 shares, calculated using 213,047,472 Common Stock outstanding as of October 31, 2025, according to the issuer's 10-Q filed with the SEC on November 4, 2025 and 1,163,718 Common Stock that would be converted to Common Stock by the Reporting Person up to the Maximum Percentage. The beneficially owned shares include 1,163,718 Pre-Funded Warrants exercisable to common shares, subject to a 9.99% Maximum Percentage exercise limitation. The Issuer shall not effect the exercise of any portion of the Pre-Funded Warrants, to the extent that after giving effect to such exercise, the holder collectively would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of Common Stock outstanding immediately after giving effect to such exercise. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: February 10, 2026 Deep Track Capital, LP By: /s/ David Kroin David Kroin, Managing Member of the General Partner of the Investment Adviser Deep Track Biotechnology Master Fund, Ltd. By: /s/ David Kroin David Kroin, Director David Kroin By: /s/ David Kroin David Kroin

FAQ

How much of Ocular Therapeutix (OCUL) does Deep Track Capital beneficially own?

Deep Track Capital and its affiliates report beneficial ownership of 9,234,132 Ocular Therapeutix common shares, equal to 4.31% of the class as of December 31, 2025, including common stock and certain pre-funded warrants counted on an as-converted basis.

Who are the reporting persons in the Ocular Therapeutix (OCUL) Schedule 13G/A?

The Schedule 13G/A lists three reporting persons: Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin. Each reports beneficial ownership of the same 9,234,132 shares, representing 4.31% of Ocular Therapeutix common stock.

What voting and dispositive powers are reported over Ocular Therapeutix (OCUL) shares?

The reporting persons disclose no sole voting or dispositive power over Ocular Therapeutix shares. They report shared dispositive power over 9,234,132 shares and, for Deep Track Biotechnology Master Fund and David Kroin, shared voting power over the same amount.

What are the pre-funded warrants mentioned in the Ocular Therapeutix (OCUL) Schedule 13G/A?

The filing states the beneficial holdings include 1,163,718 pre-funded warrants exercisable into common stock. These warrants are subject to a 9.99% Maximum Percentage exercise limitation, restricting exercises that would push the holder’s beneficial ownership above 9.99% of shares outstanding.

How was the ownership percentage for Ocular Therapeutix (OCUL) calculated in this Schedule 13G/A?

The reporting persons calculate ownership using 214,211,190 shares as the base, comprising 213,047,472 common shares outstanding as of October 31, 2025, plus 1,163,718 common shares that would result from converting their pre-funded warrants up to the Maximum Percentage.

Does Deep Track Capital seek to influence control of Ocular Therapeutix (OCUL) according to this filing?

The certification states the securities “were not acquired and are not held for the purpose of or with the effect of changing or influencing the control” of Ocular Therapeutix, except for activities solely in connection with a nomination under Rule 240.14a-11.

Why does the Ocular Therapeutix (OCUL) filing reference ownership of 5 percent or less of a class?

Item 5 of the filing indicates ownership of 5 percent or less of the class. With a reported stake of 4.31% of common stock, the reporting persons are disclosing that their beneficial ownership is below the 5% Schedule 13D/13G threshold.