EXPLANATORY NOTE
This Registration Statement on Form S-8 (this Registration Statement) is being filed by
Bausch + Lomb Corporation, a company incorporated under the Canada Business Corporations Act (the Company or Registrant) pursuant to and in accordance with the requirements of General Instruction E to Form S-8 for the purpose of registering an additional 10,000,000 Common Shares, no par value per share (Common Shares), of the Company that are issuable at any time or from time to time under the Bausch +
Lomb Corporation 2022 Omnibus Incentive Plan, as amended and restated effective as of April 24, 2023 (the Plan), and any additional Common Shares that become issuable under the Plan by reason of any stock dividend, stock split, or
other similar transaction pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act).
Pursuant
to General Instruction E to Form S-8, the contents of the Registration Statement on Form S-8 filed for the Plan with the Securities and Exchange Commission (the
Commission) on May 6, 2022 (Registration No. 333- 264728), including the documents incorporated by reference therein, are incorporated by reference into this Registration Statement, except as supplemented by the information set
forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration
Statement in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I
of Form S-8 will be delivered to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Companys Annual Report on Form
10-K for the year ended December 31, 2022, filed with the Commission on February 22, 2023;
(b) The Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, filed
with the Commission on May 3, 2023, and for the quarter ended June 30, 2023, filed with the
Commission on August 2, 2023;
(c) The Companys Current Reports on Form 8-K filed with the Commission on February
15, 2023 (except for the information furnished under Item 7.01), April
12, 2023, April
26, 2023, June
1, 2023, June
30, 2023, and July 7, 2023; and
(d) The description of the Registrants share capital which is contained in the Registrants Registration Statement on Form 8-A (Registration No. 001-41380), dated May 5, 2022,
including any amendments or supplements thereto.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are incorporated by
reference in this Registration Statement and are a part hereof from the date of filing of such documents; except as to any portion of any future annual or quarterly report to shareholders or document or current report furnished under current Items
2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.