Ocular Therapeutix Inc美股招股说明书(2025-09-30版)

37,909,018 Shares Common Stock We are offering 37,909,018 shares of our common stock, par value $0.0001 per share. Our common stock is listed on The Nasdaq Global Market under the symbol “OCUL.” OnSeptember29, 2025, the closing price of our common stock, as reported on The Nasdaq Global Market, was$12.53 per share. Investing in our common stock involves significant risk. See “Risk Factors” on pageS-3of this prospectus supplement and the documents incorporated by reference into thisprospectus supplement. (1)See “Underwriting” for additional information regarding the compensation payable to the underwriters. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed on the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the shares of common stock to purchasers on or about October1,2025. Joint Book-Running Managers BofA Securities Raymond James Baird H.C. Wainwright & Co. Prospectus supplement dated September30, 2025. TABLE OF CONTENTS PageProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-iiFORWARD-LOOKING STATEMENTSS-iiiPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-3USE OF PROCEEDSS-4DILUTIONS-5MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERSOF COMMON STOCKS-6UNDERWRITINGS-10LEGAL MATTERSS-19EXPERTSS-19WHERE YOU CAN FIND MORE INFORMATIONS-19INCORPORATION BY REFERENCES-19 Prospectus ABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION BY REFERENCE2FORWARD-LOOKING STATEMENTS3RISK FACTORS5OCULAR THERAPEUTIX, INC.6USE OF PROCEEDS7DESCRIPTION OF DEBT SECURITIES8DESCRIPTION OF CAPITAL STOCK17DESCRIPTION OF DEPOSITARY SHARES25DESCRIPTION OF WARRANTS28DESCRIPTION OF UNITS30FORMS OF SECURITIES31PLAN OF DISTRIBUTION33LEGAL MATTERS35EXPERTS35 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, including the documentsincorporated by reference therein, which describes the specific terms of this offering and also adds to andupdates information contained in the accompanying prospectus and the documents incorporated byreference herein. The second part, the accompanying prospectus, including the documents incorporated byreference therein, provides more general information. Generally, when we refer to this prospectus, we arereferring to both parts of this document combined. To the extent there is a conflict between the informationcontained in this prospectus supplement and the information contained in the accompanying prospectus orany document incorporated by reference therein filed prior to the date of this prospectus supplement, youshould rely on the information in this prospectus supplement; provided that if any statement in one of thesedocuments is inconsistent with a statement in another document having a later date—for example, adocument incorporated by reference in the accompanying prospectus—the statement in the document havingthe later date modifies or supersedes the earlier statement. We further note that the representations, warranties and covenants made by us in any agreementthat is filed as an exhibit to any document that is incorporated by reference herein were made solely for thebenefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk amongthe parties to such agreements, and should not be deemed to be a representation, warranty or covenant toyou. Moreover, such representations, warranties or covenants were accurate only as of the date when made.Accordingly, such representations, warranties and covenants should not be relied on as accuratelyrepresenting the current state of our affairs. We have not, and the underwriters have not, authorized anyone to provide any information otherthan that contained or incorporated by reference in this prospectus supplement, in the accompanyingprospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referredyou. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of,any other information that others may give you. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell, or asolicitation of an offer to purchase, the securities offered by this prospectus supplement and theaccompanying prospectus in any jurisdiction to or from any person to whom or from whom it is unlawful tomake such offer or solicitation of an offer in such jurisdiction. You should assume that the informationappearing in this prospectus supplement, the accompanying prospectus and the documents incorporated byreference herein and therein and in any free writing prospectus that we have authorized for use inconnection with this offering is accurate only as of the date of those respective documents. It is importantfor you t