OCULAR THERAPEUTIX INC
For the period ended Dec 31, 2023. Filed Mar 11, 2024.
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FY2023 · Filed Mar 11, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
None.
EXHIBIT INDEX
| · · · · Incorporated by Reference · · | ||||||||||||
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| ExhibitNumber · Description of Exhibit · Form · File Number · Date ofFiling · ExhibitNumber · FiledHerewith | ||||||||||||
| 3.1 | | Restated Certificate of Incorporation of the Registrant, as amended | | 10-Q | | 001-36554 | | 8/9/2021 | | 3.1 | | |
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| 3.2 | | Amended and Restated By-laws of the Registrant | | 8-K | | 001-36554 | | 7/30/2014 | | 3.2 | | |
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| 4.1 | | Specimen Stock Certificate evidencing the shares of common stock | | S-1/A | | 333-196932 | | 7/11/2014 | | 4.1 | | |
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| 4.2 | | Registration Rights Agreement, dated as of March 1, 2019, by and among the Registrant and the Purchasers identified therein | | 10-K | | 001-36554 | | 3/7/2019 | | 4.2 | | |
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| 4.3 | | Registration Rights Agreement, dated as of February 21, 2024, by and among the Registrant and the other parties thereto | | 8-K | | 001-36554 | | 2/22/2024 | | 10.2 | | |
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| 4.4 | | Form of Pre-Funded Warrant | | 8-K | | 001-36554 | | 2/22/2024 | | 4.1 | | |
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| 4.5 | | Description of Securities Registered under Section 12 of the Exchange Act | | 10-K | | 001-36554 | | 2/28/2022 | | 4.3 | | |
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| 10.1+ | | 2006 Stock Incentive Plan, as amended | | S-1 | | 333-196932 | | 6/20/2014 | | 10.1 | | |
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| 10.2+ | | Form of Stock Option Agreement under 2006 Stock Incentive Plan | | S-1 | | 333-196932 | | 6/20/2014 | | 10.2 | | |
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| 10.3+ | | Form of Restricted Stock Agreement under 2006 Stock Incentive Plan | | S-1 | | 333-196932 | | 6/20/2014 | | 10.3 | | |
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| 10.4+ | | 2014 Stock Incentive Plan | | S-1/A | | 333-196932 | | 7/11/2014 | | 10.4 | | |
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| 10.5+ | | Form of Incentive Stock Option Agreement under 2014 Stock Incentive Plan | | S-1/A | | 333-196932 | | 7/11/2014 | | 10.5 | | |
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| 10.6+ | | Form of Non-statutory Stock Option Agreement under 2014 Stock Incentive Plan | | S-1/A | | 333-196932 | | 7/11/2014 | | 10.6 | | |
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| 10.7+ | | Form of Restricted Stock Agreement under 2014 Stock Incentive Plan | | S-1/A | | 333-196932 | | 7/11/2014 | | 10.7 | | |
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| 10.8+ | | 2019 Inducement Stock Incentive Plan | | 10-Q | | 001-36554 | | 11/12/2019 | | 10.1 | | |
| · · · · Incorporated by Reference · · | ||||||||||||
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| ExhibitNumber · Description of Exhibit · Form · File Number · Date ofFiling · ExhibitNumber · FiledHerewith | ||||||||||||
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| 10.9+ | | Amendment to 2019 Inducement Stock Incentive Plan | | 10-K | | 001-36554 | | 3/11/2021 | | 10.9 | | |
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| 10.10+ | | Amendment No. 2 to 2019 Inducement Stock Incentive Plan | | 8-K | | 001-36554 | | 2/22/2024 | | 10.5 | | |
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| 10.11+ | | Form of Non-statutory Stock Option Agreement under 2019 Inducement Stock Incentive Plan | | 10-Q | | 001-36554 | | 11/12/2019 | | 10.2 | | |
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| 10.12+ | | Form of Restricted Stock Unit Agreement under 2019 Inducement Stock Incentive Plan | | | | | | | | | | X |
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| 10.13† | | Amended and Restated License Agreement, dated January 27, 2012, between the Registrant and Incept LLC | | S-1 | | 333-196932 | | 6/20/2014 | | 10.8 | | |
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| 10.14 | | Lease Agreement dated September 2, 2009, by and between the Registrant and RAR2-Crosby Corporate Center QRS, Inc., as amended. | | S-1 | | 333-196932 | | 6/20/2014 | | 10.9 | | |
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| 10.15+ | | 2014 Employee Stock Purchase Plan | | S-1/A | | 333-196932 | | 7/11/2014 | | 10.10 | | |
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| 10.16+ | | Amendment No. 1 to Employee Stock Purchase Plan, effective October 4, 2023 | | 10-Q | | 001-36554 | | 11/7/2023 | | 10.3 | | |
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| 10.17 | | Form of Indemnification Agreement by and between the Registrant and each of its directors and executive officers | | S-1 | | 333-196932 | | 6/20/2014 | | 10.12 | | |
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| 10.18 | | Lease Agreement dated June 17, 2016 between the WS NF 15 Crosby Drive, LLC and the Registrant | | 10-Q | | 001-36554 | | 8/9/2016 | | 10.1 | | |
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| 10.19 | | Open Market Sale Agreement, dated as of August 9, 2021, by and between the Registrant and Jefferies LLC | | 8-K | | 001-36554 | | 8/9/2021 | | 1.1 | | |
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| 10.20+ | | Employment Agreement, by and between the Registrant and Philip Strassburger, dated August 28, 2020 | | 10-K | | 001-36554 | | 3/11/2021 | | 10.19 | | |
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| · · · · Incorporated by Reference · · | ||||||||||||
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| ExhibitNumber · Description of Exhibit · Form · File Number · Date ofFiling · ExhibitNumber · FiledHerewith | ||||||||||||
| 10.21+ | | Employment Agreement, by and between the Registrant and Antony C. Mattessich, dated as of June 20, 2017 | | 8-K | | 001-36554 | | 6/22/2017 | | 10.2 | | |
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| 10.22+ | | Amendment to Employment Agreement by and between the Registrant and Antony C. Mattessich, dated as of February 21, 2024 | | 8-K | | 001-36554 | | 2/22/2024 | | 10.4 | | |
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| 10.23+ | | Non-Statutory Stock Option Agreement, by and between the Registrant and Antony C. Mattessich dated as of June 20, 2017 | | 8-K | | 001-36554 | | 6/22/2017 | | 10.3 | | |
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| 10.24+ | | Employment Agreement, by and between the Registrant and Donald Notman, dated as of September 25, 2017 | | 8-K | | 001-36554 | | 9/25/2017 | | 10.1 | | |
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| 10.25 | | Second Amendment to Lease, by and between the Registrant and CCC Investors LLC, dated October 10, 2017 | | 8-K | | 001-36554 | | 10/16/2017 | | 10.1 | | |
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| 10.26 | | Third Amendment to Lease, by and between the Registrant and Cobalt PropCo 2020 LLC, dated June 30, 2023 | | 8-K | | 001-36554 | | 7/7/2023 | | 10.1 | | |
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| 10.27† | | Second Amended and Restated License Agreement, dated September 13, 2018, by and between the Registrant and Incept LLC | | 8-K | | 001-36554 | | 9/19/2018 | | 10.1 | | |
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| 10.28 | | Note Purchase Agreement (including Form of Senior Subordinated Convertible Notes), dated as of February 21, 2019, by and among the Registrant and the Purchasers listed therein | | 8-K | | 001-36554 | | 2/22/2019 | | 10.1 | | |
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| 10.29 | | Amendment No. 1 to Senior Subordinated Convertible Note, dated as of August 2, 2023, between the Registrant and the holders thereof | | 10-Q | | 001-36554 | | 11/7/2023 | | 10.2 | | |
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| 10.30 | | Securities Purchase Agreement, dated February 21, 2024, by and among the Registrant and the other parties thereto | | 8-K | | 001-36554 | | 2/22/2024 | | 10.1 | | |
| · · · · Incorporated by Reference · · | ||||||||||||
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| ExhibitNumber · Description of Exhibit · Form · File Number · Date ofFiling · ExhibitNumber · FiledHerewith | ||||||||||||
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| 10.31 | | Sublease, dated as of April 4, 2019, by and among Ocular Therapeutix, Inc. and Holcim (US) Inc. | | 10-Q | | 001-36554 | | 5/10/2019 | | 10.4 | | |
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| 10.32* | | License Agreement, by and between the Registrant and AffaMed Therapeutics Limited, dated as of October 29, 2020 | | 10-Q | | 001-36554 | | 11/5/2020 | | 10.1 | | |
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| 10.33* | | Supplement to License Agreement, by and between the Registrant and AffaMed Therapeutics Limited, dated as of January 18, 2021 | | 10-K | | 001-36554 | | 3/11/2021 | | 10.36 | | |
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| 10.34 | | Credit and Security Agreement, dated August 2, 2023, by and among Barings Finance LLC, as administrative agent, the Registrant, and the Lenders listed therein | | 10-Q | | 001-36554 | | 11/7/2023 | | 10.1 | | |
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| 10.35+ | | 2021 Stock Incentive Plan, as amended | | 10-Q | | 001-36554 | | 8/7/2023 | | 10.2 | | |
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| 10.36+ | | Form of Option Grant Agreement under 2021 Stock Incentive Plan | | 10-K | | 001-36554 | | 2/28/2022 | | 10.39 | | |
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| 10.37+ | | Form of Restricted Stock Unit Agreement under 2021 Stock Incentive Plan | | | | | | | | | | X |
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| 10.38 | | Amendment No. 1 to License Agreement, by and between the Registrant and AffaMed Therapeutics (HK) Limited, dated as of October 28, 2021 | | 10-K | | 001-36554 | | 2/28/2022 | | 10.41 | | |
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| 10.39+ | | Employment Agreement, by and between the Registrant and Rabia Ozden-Gurses, dated as of September 28, 2022 | | 10-K | | 001-36554 | | 3/6/2023 | | 10.44 | | |
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| 10.40+ | | Employment Agreement, by and between the Registrant and Christopher White, dated as of October 13, 2022 | | 10-K | | 001-36554 | | 3/6/2023 | | 10.45 | | |
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| 10.41+ | | Employment Agreement, by and between the Registrant and Dr. Pravin U. Dugel, dated as of February 21, 2024 | | 8-K | | 001-36554 | | 2/22/2024 | | 10.3 | | |
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| | | | | Incorporated by Reference | | | ||||||
| ExhibitNumber | Description of Exhibit | Form | File Number | Date ofFiling | ExhibitNumber | FiledHerewith | ||||||
| 10.42+ | | Employment Agreement, by and between the Registrant and Dr. Sanjay Nayak, dated as of February 21, 2024 | | | | | | | | | | X |
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| 21.1 | | Subsidiaries of the Registrant | | X | ||||||||
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| 23.1 | | Consent of PricewaterhouseCoopers LLP | | X | ||||||||
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| 31.1 | | Certification of principal executive officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended | | X | ||||||||
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| 31.2 | | Certification of principal financial officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended | | X | ||||||||
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| 32.1 | | Certification of principal executive officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | X | ||||||||
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| 32.2 | | Certification of principal financial officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | X | ||||||||
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| 97.1 | | Ocular Therapeutix, Inc. Compensation Recovery Policy | | X | ||||||||
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| 101.INS | | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document) | | X | ||||||||
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | X | ||||||||
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| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | X | ||||||||
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| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Database | | X | ||||||||
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| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | X | ||||||||
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| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | X | ||||||||
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| 104 | | The cover page from this Annual Report on Form 10-K, formatted in Inline XBRL and contained in Exhibit 101 | | X | ||||||||
| † | Confidential treatment has been granted as to certain portions, which portions have been omitted and separately filed with the Securities and Exchange Commission. |
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| + | Management contract or compensatory plan or arrangement filed in response to Item 15(a)(3) of the Instructions to the Annual Report on Form 10-K. |
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| * | Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 11, 2024
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|---|---|---|
| | OCULAR THERAPEUTIX, INC. | |
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| | By: | /s/ Donald Notman |
| | | Donald Notman |
| | | Chief Financial Officer |
| | | (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|---|---|---|---|---|
| | | | | |
| /s/ Antony Mattessich | | President, Chief Executive Officer and Director | | |
| Antony Mattessich | | (Principal Executive Officer) | | March 11, 2024 |
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| /s/ Donald Notman | | Chief Financial Officer | | March 11, 2024 |
| Donald Notman | | (Principal Financial and Accounting Officer) | | |
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| /s/ Pravin Dugel, M.D. | | Executive Chairman of the Board of Directors | | March 11, 2024 |
| Pravin Dugel, M.D. | | | | |
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| /s/ Adrienne Graves, Ph.D. | | Director | | March 11, 2024 |
| Adrienne Graves, Ph.D. | | | | |
| | | | | |
| /s/ Seung Suh Hong, Ph.D. | | Director | | March 11, 2024 |
| Seung Suh Hong, Ph.D. | | | | |
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| /s/ Richard L. Lindstrom, M.D. | | Director | | March 11, 2024 |
| Richard L. Lindstrom, M.D. | | | | |
| | | | | |
| /s/ Merilee Raines | | Director | | March 11, 2024 |
| Merilee Raines | | | | |
| | | | | |
| /s/ Charles Warden | | Director | | March 11, 2024 |
| Charles Warden | | | | |
| | | | | |
| /s/ Leslie Williams | | Director | | March 11, 2024 |
| Leslie Williams | | | | |
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Index to CONSOLIDATED FINANCIAL STATEMENTS
| | ||
|---|---|---|
| | Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID 238) | | F-2 |
| Consolidated Balance Sheets | | F-4 |
| Consolidated Statements of Operations and Comprehensive Loss | | F-5 |
| Consolidated Statements of Changes in Stockholders’ Equity (Deficit) | | F-6 |
| Consolidated Statements of Cash Flows | | F-7 |
| Notes to Consolidated Financial Statements | | F-8 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.