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

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

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Underwriting Agreement

On January25, 2018, Ocular Theapeutix,Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Jaffray& Co. (the “Underwriter”), relating to an underwritten public offering of 6,500,000 shares (the “Firm Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). All of the Firm Shares are being sold by the Company. The public offering price of the Firm Shares is $5.00 per share, and the Underwriter has agreed to purchase the Firm Shares from the Company to the Underwriting Agreement at a price of $4.70 per share. After underwriting discounts and commissions and estimated offering expenses, the Company expects to receive net proceeds from the offering of approximately $30.1 million. Under the terms of the Underwriting Agreement, the Company has granted the Underwriter an option, exercisable for 30 days, to purchase up to an additional 975,000 shares of Common Stock (the “Option Shares” and, together with the Firm Shares, the “Shares”) at the public offering price less the underwriting discounts and commissions.

The Shares will be issued to an effective shelf registration statement on FormS-3 (File No.333-210777). A prospectus supplement relating to the offering has been filed with the Securities and Exchange Commission (the “SEC”). The closing of the offering is expected to take place on January29, 2018, subject to 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 Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.

A copy of the Underwriting Agreement is attached as Exhibit1.1 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 Shares is attached as Exhibit5.1 hereto.

Item 8.01. Other Events.

The full text of the press release announcing the proposed underwritten public offering on January24, 2018 and the full text of the press release announcing the pricing of the underwritten public offering on January25, 2018 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


OCULAR THERAPEUTIX, INC Exhibit
EX-1.1 2 a18-3718_2ex1d1.htm EX-1.1 Exhibit 1.1   6,…
To view the full exhibit click here

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.

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