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

On November 29, 2016, Ocular Therapeutix, Inc., a Delaware corporation (the “Company”), entered into a Controlled Equity Offering^SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co., as agent (“Cantor Fitzgerald”), to which the Company may offer and sell shares of its common stock, $0.0001 par value per share, having an aggregate offering price of up to $40,000,000 (the “Shares”) from time to time through Cantor Fitzgerald (the “Offering”). The Company has also filed a prospectus supplement with the Securities and Exchange Commission (the “SEC”) in connection with the Offering (the “Prospectus Supplement”) under the Company’s existing shelf Registration Statement on Form S-3 (File No. 333-210777), which became effective on April 28, 2016 (the “Registration Statement”).

Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Cantor Fitzgerald may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through The NASDAQ Global Market (“NASDAQ”), on any other existing trading market for the Company’s common stock, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, or by any other method permitted by law, including privately negotiated transactions, subject, in the case of privately negotiated transactions, to the prior written consent of the Company.

The Company or Cantor Fitzgerald may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions. Cantor Fitzgerald will act as sales agent on a commercially reasonable efforts basis consistent with its normal trading and sales practices and applicable state and federal law, rules and regulations and the rules of NASDAQ.

The Company has agreed to pay Cantor Fitzgerald commissions for its services of acting as agent of up to 3.0% of the gross proceeds from the sale of the Shares to the Sales Agreement. The Company has also agreed to provide Cantor Fitzgerald with customary indemnification and contribution rights.

A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.

The Shares will be sold to the Registration Statement, and offerings of the Shares will be made only by means of the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.

Item 8.01 Other Events

The Company is filing the additional disclosure attached to this Current Report on Form 8-K as Exhibit 99.1 to provide an update to its business operations, clinical trials and regulatory submissions as described in its periodic reports filed with the SEC to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including its Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 10, 2016 (the “Annual Report”), and its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016, filed with the SEC on November 9, 2016 (the “Q3 Quarterly Report”). The Company is filing the risk factors attached to this Current Report on Form 8-K as Exhibit 99.2 to update and supersede the risk factors contained in its periodic reports filed with the SEC to the Exchange Act, including those under the heading “Item 1A. Risk Factors” in the Annual Report and the Q3 Quarterly Report.

Item 9.01. Financial Statements and Exhibits.

(d) The Exhibits to this Current Report on Form 8-K are listed in the 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 down -0.32 at 9.83 with 984,660 shares trading hands.