Legal Proceedings
−Removed: On July 7, 2017, a putative class action lawsuit was filed against us and certain of our current and former executive officers in the United States District Court for the District of New Jersey, captioned Thomas Gallagher v.
−Removed: Ocular Therapeutix, Inc, et al.
−Removed: 2:17-cv-05011.
−Removed: The complaint purports to be brought on behalf of shareholders who purchased our common stock between May 5, 2017 and July 6, 2017.
−Removed: The complaint generally alleges that we and certain of our current and former officers violated Sections 10(b) and/or 20(a) of the Securities Exchange Act of 1934, or the Exchange Act, and Rule 10b-5 promulgated thereunder by making allegedly false and/or misleading statements concerning the Form 483 issued by the FDA related to DEXTENZA and our manufacturing operations for DEXTENZA.
−Removed: The complaint seeks unspecified damages, attorneys’
−Removed: fees, and other costs.
−Removed: On July 14, 2017, an amended complaint was filed;
−Removed: the amended complaint purports to be brought on behalf of shareholders who purchased our common stock between May 5, 2017 and July 11, 2017, and otherwise includes allegations similar to those made in the original complaint.
−Removed: On July 12, 2017, a second putative class action lawsuit was filed against us and certain of our current and former executive officers in the United States District Court for the District of New Jersey, captioned Dylan Caraker v.
−Removed: Ocular Therapeutix, Inc., et al.
−Removed: 2:17-cv-05095.
−Removed: The complaint purports to be brought on behalf of shareholders who purchased our common stock between May 5, 2017 and July 6, 2017.
−Removed: The complaint includes allegations similar to those made in the Gallagher complaint and seeks similar relief.
−Removed: On August 3, 2017, a third putative class action lawsuit was filed against us and certain of our current and former executive officers in the United States District Court for the District of New Jersey, captioned Shawna Kim v.
−Removed: Ocular Therapeutix, Inc., et al.
−Removed: 2:17-cv-05704.
−Removed: The complaint purports to be brought on behalf of shareholders who purchased our common stock between March 10, 2016 and July 11, 2017.
−Removed: The complaint includes allegations similar to those made in the Gallagher complaint and seeks similar relief.
−Removed: On October 27, 2017, a magistrate judge for the United States District Court for the District of New Jersey granted the defendants’
−Removed: motion to transfer the above-referenced Gallagher, Caraker , and Kim litigations to the United States District Court for the District of Massachusetts.
−Removed: These matters were assigned the following docket numbers in the District of Massachusetts:
−Removed: 1:17-cv-12288 ( Gallagher ), 1:17-cv-12146 ( Caraker ), and 1:17-cv-12286 ( Kim ).
−Removed: On March 9, 2018, the court consolidated the three actions and appointed co-lead plaintiffs and co-lead counsel for the consolidated action.
−Removed: On May 7, 2018, co-lead plaintiffs filed a consolidated amended class action complaint.
−Removed: The amended complaint makes allegations similar to those in the original complaints, against the same defendants, and seeks similar relief on behalf of shareholders who purchased our common stock between March 10, 2016 and July 11, 2017.
−Removed: The amended complaint generally alleges that defendants violated Sections 10(b) and/or 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder.
−Removed: On July 6, 2018, defendants filed a motion to dismiss the consolidated amended complaint.
−Removed: Plaintiffs filed an opposition to the motion to dismiss on September 4, 2018, and defendants filed a reply on October 4, 2018.
−Removed: The court held oral argument on the motion to dismiss on February 6, 2019.
−Removed: By order dated April 30, 2019, the court granted defendants’
−Removed: motion to dismiss.
−Removed: On May 31, 2019, the plaintiffs filed a notice of appeal to the United States Court of Appeals for the First Circuit regarding the District Court’s opinion and order of dismissal of the Complaint.
−Removed: The plaintiffs/appellants filed their opening brief on the appeal on October 23, 2019.
−Removed: Defendants/appellees filed their response on November 22, 2019.
−Removed: Plaintiffs/appellants filed their reply brief on December 13, 2019.
−Removed: The First Circuit held an oral argument on the appeal on February 4, 2020, and took the matter under advisement.
−Removed: We deny any allegations of wrongdoing and intend to vigorously defend against these lawsuits.
−Removed: Shareholder Derivative Litigation
−Removed: On July 11, 2017, a purported shareholder derivative lawsuit was filed against certain of our current and former executive officers, certain current and former board members, and us as a nominal defendant, in the United States District Court for the District of Massachusetts, captioned Robert Corwin v.
−Removed: Sawhney et al.
−Removed: 1:17-cv-11270.
−Removed: The complaint generally alleged that the individual defendants breached fiduciary duties owed to us by making allegedly false and/or misleading statements concerning the Form 483 related to DEXTENZA and our manufacturing operations for DEXTENZA.
−Removed: The complaint purported to assert claims against the individual defendants for breach of fiduciary duty, and sought to recover on behalf of us for any liability we incur as a result of the individual defendants’
−Removed: alleged misconduct.
−Removed: The complaint also sought contribution on behalf of us from all individual defendants for their alleged violations of Sections 10(b) and/or 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder.
−Removed: The complaint sought declaratory, equitable, and monetary relief, an unspecified amount of damages, with interest, and attorneys’
−Removed: fees and costs.
−Removed: On September 20, 2017, counsel for the plaintiff filed a notice of voluntary dismissal, stating that the plaintiff wished to coordinate his efforts and proceed in a consolidated fashion with the plaintiff in a similar derivative suit that was pending in the Superior Court of Suffolk County of the Commonwealth of Massachusetts captioned Angel Madera v.
−Removed: Sawhney et al.
−Removed: 17-2273 (which is discussed in the paragraph immediately below) by filing an action in that court subsequent to the dismissal of this lawsuit.
−Removed: The Corwin lawsuit was dismissed without prejudice on September 21, 2017.
−Removed: On October 24, 2017, the plaintiff filed a new derivative complaint in Massachusetts Superior Court (Suffolk County), captioned Robert Corwin v.
−Removed: Sawhney et al.
−Removed: 17-3425 (BLS2).
−Removed: The new Corwin complaint includes allegations similar to those made in the federal court complaint and asserts a derivative claim for breach of fiduciary duty against certain of our current and former officers and directors.
−Removed: The complaint also asserts an unjust enrichment claim against two additional defendants, SV Life Sciences Fund IV, LP and SV Life Sciences Fund IV Strategic Partners, LP.
−Removed: The complaint also names us as a nominal defendant.
−Removed: On July 19, 2017, a second purported shareholder derivative lawsuit was filed against certain of our current and former executive officers, all current board members, one former board member, and us as a nominal defendant, in the Superior Court of Suffolk County of the Commonwealth of Massachusetts, captioned Angel Madera v.
−Removed: Sawhney et al ., Case.
−Removed: The complaint included allegations similar to those made in the Corwin complaint.
−Removed: The complaint purported to assert derivative claims against the individual defendants for breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, and waste of corporate assets, and sought to recover on behalf of us for any liability we incur as a result of the individual defendants’
−Removed: alleged misconduct.
−Removed: The complaint sought declaratory, equitable, and monetary relief, an unspecified amount of damages, with interest, and attorneys’
−Removed: fees and costs.
−Removed: On November 6, 2017, the court dismissed this action without prejudice due to plaintiff’s failure to complete service of process within the time permitted under applicable court rules.
−Removed: On December 21, 2017, the same plaintiff filed a new derivative complaint in the same court, captioned Angel Madera v.
−Removed: Sawhney et al.
−Removed: 17-4126 (BLS2).
−Removed: The new Madera complaint is premised on substantially similar allegations as the previous complaint and purports to assert derivative claims against certain current and former executive officers and board members for breach of fiduciary duty, unjust enrichment, and waste of corporate assets, and names the company as a nominal defendant.
−Removed: Like the new Corwin complaint, the new Madera complaint also asserts an unjust enrichment claim against two additional defendants, SV Life Sciences Fund IV, LP and SV Life Sciences Fund IV Strategic Partners, LP.
−Removed: By order dated January 29, 2018, the court consolidated the state court Corwin and Madera complaints under the Corwin docket and appointed lead counsel for plaintiffs.
−Removed: On February 28, 2018, plaintiffs filed a consolidated amended complaint.
−Removed: The consolidated complaint names substantially the same defendants and is premised on substantially similar allegations as the previous Corwin and Madera complaints, asserting claims for breach of fiduciary duty against the individual defendants and unjust enrichment against the two SV entity defendants.
−Removed: On April 17, 2018, all defendants served a motion to dismiss the consolidated amended complaint.
−Removed: On June 22, 2018, plaintiffs served their opposition to the motion to dismiss and a cross-motion to stay the proceedings pending a decision on the motion to dismiss in the above-referenced securities class action in the District of Massachusetts.
−Removed: On July 30, 2018, the parties filed a joint motion to stay the proceedings pending a decision on the motion to dismiss in the above-referenced securities class action in the District of Massachusetts.
−Removed: On August 3, 2018, the court granted the motion to stay.
−Removed: On January 31, 2018, a third purported shareholder derivative suit was filed against certain of our current and former executive officers, certain current and former board members, and us as a nominal defendant, in the United States District Court for the District of Massachusetts, captioned Brian Robinson v.
−Removed: Sawhney et al.
−Removed: 1:18-cv-10199.
−Removed: The complaint includes allegations similar to those made in the Corwin and Madera complaints.
−Removed: The complaint does not name either SV Life Sciences Fund, IV, LP or SV Life Sciences Fund IV Strategic Partners, LP as defendants, and adds two former officers as defendants.
−Removed: The complaint purports to assert derivative claims against the individual defendants for breach of fiduciary duty, waste of corporate assets, and unjust enrichment, and seeks to recover on behalf of us for any liability we incur as a result of the individual defendants’
−Removed: alleged misconduct.
−Removed: The complaint seeks declaratory, equitable, and monetary relief, an unspecified amount of damages, with interest, and attorneys’
−Removed: fees and costs.
−Removed: On April 30, 2018, all defendants filed a motion to dismiss or stay the complaint.
−Removed: Plaintiff filed his opposition on June 22, 2018.
−Removed: On July 26, 2018, the parties filed a joint motion to extend the deadline for defendants to file their reply brief pending the potential substitution of the named shareholder plaintiff.
−Removed: On August 20, 2018, the parties filed a joint stipulation and proposed order regarding plaintiff’s unopposed request to substitute a new shareholder plaintiff and the parties’
−Removed: joint request that the court stay the proceedings pending a decision on the motion to dismiss in the above-referenced securities class action in the District of Massachusetts.
−Removed: On September 4, 2018, the court entered the requested order substituting the named plaintiff and staying the matter.
−Removed: On February 16, 2018, a fourth purported shareholder derivative suit was filed against certain of our current and former executive officers, certain current and former board members, and us as a nominal defendant, in the United States District Court for the District of Delaware, captioned Terry Kelly v.
−Removed: Sawhney et al.
−Removed: 1:18-cv-00277.
−Removed: The complaint includes allegations similar to those made in the Corwin and Madera complaints.
−Removed: The complaint purports to assert derivative claims against the individual defendants for breach of fiduciary duty, unjust enrichment, and waste of corporate assets, and seeks to recover on behalf of us for any liability we incur as a result of the individual defendants’
−Removed: alleged misconduct.
−Removed: The complaint also asserts an unjust enrichment claim against SV Life Sciences Fund IV, LP and SV Life Sciences Fund IV Strategic Partners, LP.
−Removed: The complaint seeks declaratory, equitable, and monetary relief, an unspecified amount of damages, with interest, and attorneys’
−Removed: fees and costs.
−Removed: On June 11, 2018, the parties filed a stipulation staying the lawsuit pending final judgment in the consolidated derivative action pending in Massachusetts state court under the Corwin docket, described above.
−Removed: The court entered an order staying the case on June 12, 2018.
−Removed: We deny any allegations of wrongdoing and intend to vigorously defend against these lawsuits.
−Removed: In addition, we received a subpoena from the SEC, dated December 15, 2017, requesting documents and information concerning DEXTENZA (dexamethasone insert) 0.4mg, including related communications with the U.S.
−Removed: Food and Drug Administration, investors and others.
−Removed: We received a second subpoena from the SEC on August 21, 2018, requesting documents and information concerning its participation in two investor conferences in June 2017.
−Removed: By letter dated May 2, 2019, the SEC notified us that the SEC had concluded its investigation and did not intend to recommend an enforcement action against us or any individuals.
−Removed: We are unable to predict the outcome of these lawsuits or proceedings at this time.
−Removed: Moreover, any conclusion of these matters in a manner adverse to us and for which we incur substantial costs or damages not covered by our directors’
−Removed: and officers’
−Removed: liability insurance would have a material adverse effect on our financial condition and business.
−Removed: In addition, the proceedings could adversely impact our reputation and divert management’s attention and resources from other priorities, including the execution of business plans and strategies that are important to our ability to grow our business, any of which could have a material adverse effect on our business.
+Added: From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.
+Added: However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
+Added: We are not presently a party to any material legal proceedings, nor to the knowledge of management are any material legal proceedings threatened against us.
Mine Safety Disclosures
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.