OCULAR THERAPEUTIX, INC. (NASDAQ:OCUL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

Underwriting Agreement

On January 23, 2017, Ocular Theapeutix, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (the “Underwriter”), to issue and sell to the Underwriter 3,571,429 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), in an underwritten public offering. The underwriter agreed to purchase the Shares from the Company at a price of $6.57 per share. The Company estimates that the net proceeds from the offering, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $23.2 million.

The Shares will be issued to an effective shelf registration statement on Form S-3 (File No. 333-210777). A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission. The closing of the offering is expected to take place on January 27, 2017, subject to customary closing conditions.

A copy of the Underwriting Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and 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 Common Stock issued and sold in the offering is attached as Exhibit 5.1 hereto.

Item 8.01. Other Events.

The full text of the press release announcing the proposed underwritten public offering on January 23, 2017 and the full text of the press release announcing the pricing of the underwritten public offering on January 24, 2017 are attached as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

See Exhibit Index attached hereto.

About OCULAR THERAPEUTIX, INC. (NASDAQ:OCUL)

Ocular Therapeutix, Inc. is a biopharmaceutical company. The Company is focused on the development and commercialization of therapies for diseases and conditions of the eye using its hydrogel platform technology. The Company’s bioresorbable hydrogel based product candidates are designed to provide sustained delivery of therapeutic agents to the eye. Its hydrogel is a bioresorbable formulation of polyethylene glycol (PEG), which when constituted with water takes on a gelatinous consistency. The Company’s product pipeline includes marketed candidate ReSure Sealant and products under development, such as OTX-DP, OTX-TP, OTX-MP and anti-VEGF hydrogel depot. The Company’s lead product candidates are OTX-DP and OTX-TP. The OTX-DP product candidate incorporates the corticosteroid dexamethasone as an active pharmaceutical ingredient in its punctum plug. The OTX-TP product candidate incorporates the prostaglandin analog travoprost as an active pharmaceutical ingredient in its punctum plug.

OCULAR THERAPEUTIX, INC. (NASDAQ:OCUL) Recent Trading Information

OCULAR THERAPEUTIX, INC. (NASDAQ:OCUL) closed its last trading session up +0.06 at 6.93 with 1,327,221 shares trading hands.