OCULAR THERAPEUTIX, INC 10-Q

Item 5. Other Information. Director and Officer Trading Arrangements A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) is in the form of equity awards, including stock options and restricted stock units, or RSUs, and, from time to time, directors and officers engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other of our securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons. Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes, for the quarterly period covered by this report, each trading arrangement for the sale or purchase of our securities adopted or terminated by our directors and officers that is either (1) a contract, instruction or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), or a “Rule 10b5-1 trading arrangement”, or (2) a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K): ​ Name (Title) Action Taken (Date of Action) Type of Trading Arrangement Nature of Trading Arrangement Duration of Trading Arrangement Aggregate Number of Securities Pravin U. Dugel ( President and Chief Executive Officer, Executive Chairman ) Adoption ( February 21, 2024 ) Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale Until final settlement of any covered RSUs Indeterminable (1) 36 Table of Contents Antony Mattessich ( President and Chief Executive Officer until April 14, 2024 ) Adoption ( March 14, 2024 ) Rule 10b5-1 trading arrangement for sale of vested stock options Sale September 15, 2026, or such earlier date upon which all transactions are completed or expire without execution Up to 969,370 Sanjay Nayak ( Chief Strategy Officer ) Adoption ( February 21, 2024 ) Durable Rule 10b5-1 trading arrangement for sell-to-cover transactions relating to all equity awards that have or may be granted Sale Until final settlement of any covered RSUs Indeterminable (1) Donald Notman ( Chief Financial Officer ) Adoption ( March 15, 2024 ) Rule 10b5-1 trading arrangement for sale of vested stock options Sale March 15, 2025, or such earlier date upon which all transactions are completed or expire without execution Up to 125,000 Philip C. Strassburger ( General Counsel ) Adoption ( March 14, 2024 ) Rule 10b5-1 trading arrangement for sale of vested stock options and shares of common stock Sale December 31, 2024, or such earlier date upon which all transactions are completed or expire without execution Up to 69,118 ​ (1) The number of shares subject to covered RSUs that will be sold to satisfy applicable tax withholding obligations upon vesting is unknown as the number will vary based on the extent to which vesting conditions are satisfied, the market price of the Company’s common stock at the time of settlement and the potential future grant of additional RSUs subject to this arrangement. This trading arrangement, which applies to RSUs whether vesting is based on the passage of time and/or the achievement of performance goals, provides for the automatic sale of shares that would otherwise be issuable on each settlement date of a covered RSU in an amount sufficient to satisfy the applicable withholding obligation, with the proceeds of the sale delivered to the Company in satisfaction of the applicable withholding obligation. ​ ​ ​ Item 6. Exhibits . The exhibits filed as part of this Quarterly Report on Form 10-Q are set forth on the following Exhibit Index. ​ 37 Table of Contents Exhibit Index ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit Number Description of Exhibit Form File Number Date of Filing Exhibit Number Filed Herewith ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.1 ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4.2 ​ Form of Pre-Funded Warrant ​ 8-K ​ 001-36554 ​ 2/22/2024 ​ 4.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.1 ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.2 ​ Amendment No. 2 to 2019 Inducement Stock Incentive Plan ​ 8-K ​ 001-36554 ​ 2/22/2024 ​ 10.5 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.3 ​ Amendment No. 3 to 2019 Inducement Stock Incentive Plan ​ 8-K ​ 001-36554 ​ 4/18/2024 ​ 99.1 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.4 ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.5 ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.6 ​ Employment Agreement, by and between the Registrant and Dr. Sanjay Nayak, dated as of February 21, 2024 ​ 10-K ​ 001-36554 ​ 3/11/2024 ​ 10.42 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.7† ​ Amended and Restated License Agreement, dated January 27, 2012, between the Registrant and Incept LLC ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10.8 ​ Amendment to Employment Agreement, by and between the Registrant and Rabia Gurses Ozden, dated as of March 14, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.1 ​ Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 31.2 ​ Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32.1 ​ Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 38 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Incorporated by Reference Exhibit Number Description of Exhibit Form File Number Date of Filing Exhibit Number Filed Herewith 32.2 ​ Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.SCH ​ Inline XBRL Taxonomy Extension Schema Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.CAL ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.LAB ​ Inline XBRL Taxonomy Extension Label Linkbase Database ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.PRE ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 101.DEF ​ Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 104 ​ The cover page from this Quarterly Report on Form 10-Q, formatted in Inline XBRL and contained in Exhibit 101 ​ ​ ​ ​ ​ ​ ​ ​ ​ X ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ † Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. ​ 39 Table of Contents SIGNATURES Pursuant to the requirements 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. OCULAR THERAPEUTIX, INC. ​ ​ ​ ​ Date: May 7, 2024 By: /s/ Donald Notman Donald Notman Chief Financial Officer (Principal Financial and Accounting Officer) ​ ​ ​ 40