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 April5, 2019, Ocular Therapeutix,Inc., a Delaware corporation (the “Company”), entered into an Open Market Sale AgreementSM(the “Sales Agreement”) with Jefferies LLC, as agent (“Jefferies”), 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 $50,000,000 (the “Shares”) from time to time through Jefferies (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 FormS-3 (File No.333-229085), which became effective on February12, 2019 (the “Registration Statement”).

Upon delivery of a placement notice and subject to the terms and conditions of the Sales Agreement, Jefferies may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule415(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”), the existing trading market for the Company’s common stock.

The Company or Jefferies may suspend or terminate the offering of Shares upon notice to the other party, subject to certain conditions. Jefferies 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, rulesand regulations and the rulesof Nasdaq.

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

A copy of the Sales Agreement is attached as Exhibit1.1 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 Exhibit5.1 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 Form8-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 1.01 Other Events

As previously reported, the Company submitted an NDA supplement, or sNDA, for DEXTENZA® for the treatment of post-surgical ocular inflammation in January2019. On March28, 2019, the Company announced that they received notice from the United States Food and Drug Administration, or the FDA, that the sNDA was accepted for filing. The FDA has set a target action date under the Prescription Drug User Fee Act of November10, 2019 for a decision regarding the potential approval of DEXTENZA for the treatment of post-surgical ocular inflammation.

Item 1.01 Financial Statements and Exhibits.

(d)Exhibits: