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Oculis Holding AG Consolidated Financial Statements Table of Contents Report of the statutory auditor to the General Meeting 2 Consolidated Statements of Financial Position as of

Key Takeaway: Oculis Holding AG's consolidated financial statements have been audited by PricewaterhouseCoopers SA, which found that the financial reports accurately represent the Group's position as of December 31, 2025. The audit complied with IFRS Accounting Standards and Swiss law, reflecting a rigorous approach to assessing the financial health of the company. Key audit matters included an examination of research and development expenses, which accounted for the majority of operational costs. The auditors confirmed their independence and adherence to ethical standards throughout the audit process.

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POSITIVE FACTORS

  • The independent auditor reported a fair view of the Group's financial position.
  • The audit followed established international and Swiss standards.
  • Materiality thresholds were established to ensure sufficient audit depth.

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Consolidated Financial Statements
Table of Contents
Report of the statutory auditor to the General Meeting 2
Consolidated Statements of Financial Position as of December 31, 2025 and 2024 8
Consolidated Statements of Loss for the years ended December 31, 2025, 2024 and 2023 9
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2025, 2024 and 2023 10
Consolidated Statements of Changes in Equity for the years ended December 31, 2025, 2024 and 2023 11
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 12
Notes to the Consolidated Statements 13
Report of the statutory auditor to the General Meeting of Oculis Holding AG, Zug
Report on the audit of the consolidated financial statements
We have audited the consolidated financial statements of Oculis Holding AG and its subsidiaries (the Group), which comprise the consolidated statement of financial position as at December 31, 2025, and the consolidated statement of loss, the consolidated statement of comprehensive loss, the consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at December 31, 2025 and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards and comply with Swiss law.
We conducted our audit in accordance with Swiss law, International Standards on Auditing (ISA) and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the 'Auditor's responsibilities for the audit of the consolidated financial statements' section of our report. We are independent of the Group in accordance with the provisions of Swiss law and the requirements of the Swiss audit profession that are relevant to audits of the financial statements of public interest entities, as well as the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), as applicable to audits of financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
PricewaterhouseCoopers SA, Avenue de la Rasude 5, 1006 Lausanne
+41 58 792 81 00
www.pwc.ch PricewaterhouseCoopers SA is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.
The scope of our audit was influenced by our application of materiality. Our audit opinion aims to provide reasonable assurance that the consolidated financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall Group materiality for the consolidated financial statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate, on the consolidated financial statements as a whole.
Overall group materiality CHF 4,900 thousand
Benchmark applied Loss before tax
Rationale for the materiality benchmark applied We chose loss before tax as the benchmark, to be aligned with the common practice in the U.S. for clinical stage life science companies. In addition, in our view, the applied benchmark is aligned with investors and Audit Committee expectations.
We agreed with the Audit Committee that we would report to them misstatements above CHF 490 thousand identified during our audit as well as any misstatements below that amount which, in our view, warranted reporting for qualitative reasons.
We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where subjective judgements were made; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates.
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Research and development expenses and accruals related to product development related expenses
Key audit matter How our audit addressed the key audit matter
As described in Notes 3(M), 7.(B) and 16 to the consolidated financial statements, research expenditures are recognized in expense in the year in which they are incurred. Research and development expenses consist mainly of personnel expenses (payroll and related expenses and share-based compensation expense), external service providers and other operating expenses. Research and development expenses for the year ended December 31, 2025 were CHF 57.1 million, the majority of which related to external service providers. As disclosed by management, the Company conducts product research and development programs through third party vendors that include contract research organizations CROs and clinical research sites. The Company records accruals for estimated costs incurred or prepayments depending on the stage of completion of the product development and clinical research. Within accrued expenses, total accrued product development Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the research and development expenses process. These procedures also included, among others, (i) testing accuracy and completeness of the report prepared by management to calculate the clinical accruals by obtaining and inspecting source documents, such as contracts, purchase orders and invoices, (ii) testing, on a sample basis, the completeness and accuracy of costs incurred for services that have been performed and for which the Company has been invoiced by comparing amounts to CRO contracts and invoices, and (iii) testing, on a sample basis, classification of research and development expenses.
The Board of Directors is responsible for the other information. The other information comprises the information included in the annual report, which has partially been made available to us with the 6-K and 20-F filings, (but does not include the financial statements and the consolidated financial statements and our auditor's reports thereon), which we obtained prior to the date of this auditor's report, and the full annual report, which is expected to be made available to us after that date.
Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Board of Directors' responsibilities for the consolidated financial statements
The Board of Directors is responsible for the preparation of consolidated financial statements, that give a true and fair view in accordance with IFRS Accounting Standards and the provisions of Swiss law, and for such internal control as the Board of Directors determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Board of Directors is responsible for assessing the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Group or to cease operations, or has no realistic alternative but to do so.
Auditor's responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Swiss law, ISA and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Swiss law, ISA and SA-CH, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
-Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
-Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control.
-Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made.
-Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group to cease to continue as a going concern.
-Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
-Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion.
We communicate with the Board of Directors or its relevant committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide the Board of Directors or its relevant committee with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them regarding all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the Board of Directors or its relevant committee, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period
and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
In accordance with article 728a para. 1 item 3 CO and PS-CH 890, we confirm the existence of an internal control system that has been designed, pursuant to the instructions of the Board of Directors, for the preparation of the consolidated financial statements.
We recommend that the consolidated financial statements submitted to you be approved.
PricewaterhouseCoopers SA
/s/Alex Fuhrer /s/ Violina Eremciuc
Licensed audit expert
Auditor in charge
Lausanne, March 4, 2026
Consolidated Statements of Financial Position
As of December 31, As of December 31,
Note 2025 2024
ASSETS
Non-current assets
Property and equipment 8 534 385
Intangible assets 9 13,292 13,292
Right-of-use assets 10 2,463 1,303
Other non-current assets 785 476
Total non-current assets 17,074 15,456
Current assets
Other current assets 11 4,883 5,605
Accrued income 11 993 629
Short-term financial assets 14 131,684 70,955
Cash and cash equivalents 14 81,329 27,708
Total current assets 218,889 104,897
TOTAL ASSETS 235,963 120,353
EQUITY AND LIABILITIES
Shareholders' equity
Share capital 15 587 446
Share premium 15 551,731 344,946
Reserve for share-based payment 13 30,387 16,062
Actuarial loss on post-employment benefit obligations 12 (1,634 ) (2,233 )
Treasury shares 15 (7 ) (10 )
Cumulative translation adjustments (480 ) (271 )
Accumulated losses (384,514 ) (285,557 )
Total equity 196,070 73,383
Non-current liabilities
Long-term lease liabilities 10 1,811 865
Defined benefit pension liabilities 12 1,335 1,870
Total non-current liabilities 3,146 2,735
Current liabilities
Trade payables 16 1,800 5,871
Accrued expenses and other payables 16 19,967 18,198
Short-term lease liabilities 10 502 315
Warrant liabilities 17 14,478 19,851
Total current liabilities 36,747 44,235
Total liabilities 39,893 46,970
TOTAL EQUITY AND LIABILITIES 235,963 120,353
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated Statements of Loss
(in CHF thousands, except loss per share data)
For the years ended December 31,
Note 2025 2024 2023
Grant income 7. (A) / 11 1,199 686 883
Operating income 1,199 686 883
Research and development expenses 7. (B) (57,085 ) (52,083 ) (29,247 )
General and administrative expenses 7. (B) (25,786 ) (21,807 ) (17,487 )
Merger and listing expense 7. (B) - - (34,863 )
Operating expenses (82,871 ) (73,890 ) (81,597 )
Operating loss (81,672 ) (73,204 ) (80,714 )
Finance income 7. (C) 1,770 2,168 1,429
Finance expense 7. (C) (833 ) (639 ) (1,315 )
Fair value adjustment on warrant liabilities 7. (C) / 17 (12,294 ) (15,531 ) (3,431 )
Foreign currency exchange gain (loss) 7. (C) (6,114 ) 1,269 (4,664 )
Finance result (17,471 ) (12,733 ) (7,981 )
Loss before tax for the period (99,143 ) (85,937 ) (88,695 )
Income tax benefit (expense) 7. (D) 186 160 (107 )
Loss for the period (98,957 ) (85,777 ) (88,802 )
Loss per share:
Basic and diluted loss attributable to equity holders 21 (1.89 ) (2.12 ) (2.97 )
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated Statements of Comprehensive Loss
For the years ended December 31,
Note 2025 2024 2023
Loss for the period (98,957 ) (85,777 ) (88,802 )
Other comprehensive income (loss)
Items that will not be reclassified to Statements of Loss:
Actuarial gain (loss) of defined benefit plans 12 599 (1,161 ) (808 )
Items that may be reclassified subsequently to loss:
Foreign currency translation differences 2. (D) (209 ) 56 (5,005 )
Foreign currency translation differences recycling 5 - - 4,978
Other comprehensive income (loss) for the period 390 (1,105 ) (835 )
Total comprehensive loss for the period (98,567 ) (86,882 ) (89,637 )
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated Statements of Changes in Equity
(in CHF thousands, except share numbers)
Legacy share capital Legacy treasury shares Share capital Treasury shares
Note Shares Share capital Shares Treasury shares Shares Share capital Shares Treasury shares Share premium Reserve for share-based payment Cumulative translation adjustment Actuarial gain (loss) on post-employment benefit obligations Accumulated losses Total
Balance as of January 1, 2023 3,894,722 39 (114,323 ) (1 ) - - - - 10,742 2,771 (300 ) (264 ) (110,978 ) (97,991 )
Loss for the period - - - - - - - - - - - - (88,802 ) (88,802 )
Other comprehensive loss:
Actuarial loss on post-employment benefit obligations 12 - - - - - - - - - - - (808 ) - (808 )
Foreign currency translation differences - - - - - - - - - - (5,005 ) - - (5,005 )
Foreign currency translation differences recycling 5 - - - - - - - - - - 4,978 - - 4,978
Total comprehensive loss for the period - - - - - - - - - - (27 ) (808 ) (88,802 ) (89,637 )
Share-based compensation expense 13 - - - - - - - - - 3,608 - - - 3,608
Conversion of Legacy Oculis ordinary shares and treasury shares into Oculis ordinary shares 5 (3,894,722 ) (39 ) 114,323 1 3,780,399 38 - - - - - - - -
Conversion of Legacy Oculis long-term financial debt into Oculis ordinary shares 5 - - - - 16,496,603 165 - - 124,637 - - - - 124,802
Issuance of ordinary shares to PIPE investors 5 - - - - 7,118,891 71 - - 66,983 - - - - 67,054
Issuance of ordinary shares under CLA 5 - - - - 1,967,000 20 - - 18,348 - - - - 18,368
Issuance of ordinary shares to EBAC shareholders 5 - - - - 3,370,480 33 - - 35,492 - - - - 35,525
Transaction costs related to the business combination 5 - - - - - - - - (4,821 ) - - - - (4,821 )
Proceeds from sale of shares in public offering 5 - - - - 3,654,234 36 - - 38,143 - - - - 38,179
Transaction costs related to the public offering 5 - - - - - - - - (3,361 ) - - - - (3,361 )
Stock option exercised 13 - - - - 112,942 1 - - 273 - - - - 274
Issuance of shares in connection with warrant exercises 17 - - - - 149,156 2 - - 1,726 - - - - 1,728
Balance as of December 31, 2023 - - - - 36,649,705 366 - - 288,162 6,379 (327 ) (1,072 ) (199,780 ) 93,728
Balance as of January 1, 2024 - - - - 36,649,705 366 - - 288,162 6,379 (327 ) (1,072 ) (199,780 ) 93,728
Loss for the period - - - - - - - - - - - - (85,777 ) (85,777 )
Other comprehensive income (loss):
Actuarial loss on post-employment benefit obligations 12 - - - - - - - - - - - (1,161 ) - (1,161 )
Foreign currency translation differences - - - - - - - - - - 56 - - 56
Total comprehensive loss for the period - - - - - - - - - - 56 (1,161 ) (85,777 ) (86,882 )
Share-based compensation expense 13 - - - - - - - - - 9,782 - - - 9,782
Issuance of ordinary shares related to registered direct offering 5 - - - - 5,000,000 50 - - 53,491 - - - - 53,541
Transaction costs related to registered direct offering 5 - - - - - - - - (1,868 ) - - - - (1,868 )
Issuance of shares to be held as treasury shares 15 - - - - 1,000,000 10 (1,000,000 ) (10 ) - - - - - -
Vesting of earnout shares 5 - - - - 1,422,723 14 - - (14 ) - - - - -
Warrants exercised 17 - - - - 279,033 3 - - 4,141 - - - - 4,144
Stock options exercised and RSUs vested/released 13 - - - - 310,941 3 - - 1,034 (99 ) - - - 938
Balance as of December 31, 2024 - - - - 44,662,402 446 (1,000,000 ) (10 ) 344,946 16,062 (271 ) (2,233 ) (285,557 ) 73,383
Balance as of January 1, 2025 - - - - 44,662,402 446 (1,000,000 ) (10 ) 344,946 16,062 (271 ) (2,233 ) (285,557 ) 73,383
Loss for the period - - - - - - - - - - - - (98,957 ) (98,957 )
Other comprehensive income (loss):
Actuarial gain on post-employment benefit obligations 12 - - - - - - - - - - - 599 - 599
Foreign currency translation differences - - - - - - - - - - (209 ) - - (209 )
Total comprehensive loss for the period - - - - - - - - - - (209 ) 599 (98,957 ) (98,567 )
Share-based compensation expense 13 - - - - - - - - - 16,044 - - - 16,044
Issuance of ordinary shares related to underwritten offerings 5 - - - - 7,635,801 76 2,796,297 28 178,755 - - - - 178,859
Transaction costs related to the issuance of ordinary shares 5 - - - - - - - - (13,335 ) - - - - (13,335 )
Vesting of earnout shares 5 - - - - 1,422,723 14 - - (14 ) - - - - -
Issuance of shares to be held as treasury shares 15 - - - - 2,500,000 25 (2,500,000 ) (25 ) - - - - - -
Warrants exercised 17 - - - - 1,929,467 19 - - 37,771 - - - - 37,790
Stock options exercised and RSUs vested/released 13 - - - - 537,748 7 - - 3,608 (1,719 ) - - - 1,896
Balance as of December 31, 2025 - - - - 58,688,141 587 (703,703 ) (7 ) 551,731 30,387 (480 ) (1,634 ) (384,514 ) 196,070
The accompanying notes form an integral part of the consolidated financial statements.
Consolidated Statements of Cash Flows
For the years ended December 31,
Note 2025 2024 (as recast) 2023 (as recast)
Operating activities
Loss before tax for the period (99,143 ) (85,937 ) (88,695 )
Non-cash adjustments:
- Financial result 3,983 (2,674 ) 3,466
- Depreciation of property and equipment and right-of-use assets 546 406 287
- Share-based compensation expense 13 16,044 9,782 3,608
- Interest expense on Series B and C preferred shares 15 / 7.(C) - - 1,266
- Post-employment (benefits)/ loss 12 101 (36 ) (171 )
- Fair value adjustment on warrant liabilities 17 12,294 15,531 3,431
- Merger and listing expense 5 - - 34,863
Working capital adjustments:
- De/(Increase) in other current assets 11 2,349 4,981 (5,556 )
- De/(Increase) in accrued income 11 (364 ) 247 36
- De/(Increase) in other operating assets (112 ) (95 ) (29 )
- (De)/Increase in payables and accrued liabilities 16 (1,947 ) 9,406 (7,820 )
- (De)/Increase in long-term payables - (378 ) 378
Taxes (paid)/ received (55 ) (152 ) (101 )
Net cash outflow for operating activities (66,304 ) (48,919 ) (55,037 )
Investing activities
Payment for purchase of property and equipment 8 (301 ) (230 ) (48 )
Interest received 1,241 1,474 1,238
Payment for short-term financial assets, net 14 (60,787 ) (17,327 ) (54,163 )
Payment for intangible assets 9 (1,087 ) - -
Net cash outflow for investing activities (60,934 ) (16,083 ) (52,973 )
Financing activities
Proceeds from sale of shares in public offerings 5 178,859 53,541 38,179
Transaction costs related to financing activities 5 (13,222 ) (2,894 ) (2,983 )
Proceeds from exercises of warrants, net 17 19,845 2,719 1,531
Proceeds from stock options exercised 13 1,896 938 274
Principal payment of lease obligations 10 (373 ) (274 ) (158 )
Interest paid (87 ) (54 ) (46 )
Proceeds from the shares issued to PIPE investors 5 - - 67,054
Proceeds from the shares issued to CLA investors 5 - - 18,368
Proceeds from EBAC non-redeemed shareholders 5 - - 12,014
Transaction costs related to the business combination 5 - - (4,607 )
Net cash inflow for financing activities 186,918 53,976 129,626
Increase (decrease) in cash and cash equivalents 59,680 (11,026 ) 21,616
Cash and cash equivalents, beginning of period 14 27,708 38,327 19,786
Effect of foreign exchange rate changes (6,059 ) 407 (3,075 )
Cash and cash equivalents, end of period 14 81,329 27,708 38,327
Net cash and cash equivalents variation 59,680 (11,026 ) 21,616
Supplemental non-cash investing information
Intangible assets acquisition recorded in accrued expenses - 1,087 -
Interest receivable recorded in other current assets 593 737 388
Supplemental non-cash financing information
Transaction costs recorded in accrued expenses and other payables 878 - 378
The accompanying notes form an integral part of the consolidated financial statements.
Notes to the consolidated financial statements
(All amounts presented in CHF thousands, except share numbers, unless otherwise noted)
1.CORPORATE INFORMATION
Oculis Holding AG ( Oculis or the Company ) is a stock corporation ( Aktiengesellschaft ) with its registered office at Bahnhofstrasse 20, CH-6300, Zug, Switzerland. It was incorporated under the laws of Switzerland on October 31, 2022.
The Company controls seven wholly-owned subsidiaries: Oculis Operations S rl ( Oculis Operations ) with its registered office in Lausanne, Switzerland, which was incorporated in Zug, Switzerland on December 27, 2022, Oculis ehf ( Oculis Iceland ), which was incorporated in Reykjavik, Iceland on October 28, 2003, Oculis France S rl ( Oculis France ) which was incorporated in Paris, France on March 27, 2020, Oculis US, Inc. with its registered office in Newton MA, USA, which was incorporated in Delaware, USA, on May 26, 2020, Oculis HK, Limited ( Oculis HK ) which was incorporated in Hong Kong, China on June 1, 2021, Neurocol IP S rl ( Neurocol IP ), which was incorporated in Lausanne, Switzerland on December 4, 2025, and Neurocol Operations S rl ( Neurocol Operations ), which was incorporated in Lausanne, Switzerland on December 4, 2025. The Company and its wholly-owned subsidiaries form the Oculis Group (the Group ).
Oculis is a global late clinical-stage biopharmaceutical company with substantial expertise in therapeutics for the treatment of ophthalmic and neuro-ophthalmic diseases. Oculis is engaged in developing innovative drug candidates with the potential to address significant unmet medical needs for many eye-related and neuro-ophthalmic conditions. The Company's mission is to save sight and improve eye care for patients worldwide and it intends to become a global leader in ophthalmic and neuro-ophthalmic therapeutics to realize this mission.
The consolidated financial statements of Oculis as of and for the year ended December 31, 2025, were approved and authorized for issue by the Company's Board of Directors on March 4, 2026.
2.BASIS OF PREPARATION
The Group's accounts are prepared on a going concern basis. To date, the Group has financed its cash requirements primarily from share issuances, as well as government research and development grants. The November and February 2025 offerings, as well as prior financing transactions raised funding to secure business continuity as explained under Note 5. The Board of Directors believes that the Group has the ability to meet its financial obligations for at least the next 12 months.
The Company is a late clinical stage company and is exposed to all the risks inherent to establishing a business, including the substantial uncertainty as to whether current projects will succeed. The Company's success may depend in part upon its ability to (i) establish and maintain a strong patent position and protection; (ii) enter into collaborations with partners in the biotech and pharmaceutical industry; (iii) successfully move its product candidates through preclinical and clinical development; (iv) successfully obtain regulatory approval and commercialize its products; and (v) attract and retain key personnel. The Company's success is subject to its ability to raise capital to support its current and future operations. To date, the Company has financed its cash requirements primarily through the sale of its preferred and ordinary shares and issuance of shares from warrants exercises. The Company will continue to evaluate additional funding through public or private financings, debt financing or collaboration agreements. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. If the Company is unable to raise additional capital when required or on acceptable terms, it may have to (i) significantly delay, scale back or discontinue the development of one or more of its product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to product candidates that the Company would otherwise seek to develop itself, on unfavorable terms.
(B)Statement of compliance
The consolidated financial statements of Oculis are prepared in accordance with IFRS Accounting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ).
(C)Basis of measurement
The policies set out below are consistently applied to all the years presented. The consolidated financial statements have been prepared under the historical cost convention, unless stated otherwise in the accounting policies in Note 3.
The totals are calculated with the original unit amounts, which could lead to rounding differences. These differences in thousands of units are not changed in order to keep the accuracy of the original data.
(D)Functional currency
The consolidated financial statements of the Group are expressed in Swiss Francs ( CHF ), which is the Company's functional and the Group's presentation currency. The functional currency of the Company's subsidiaries is the local currency except for Oculis Iceland whose functional currency is CHF.
Assets and liabilities of foreign operations are translated into CHF at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at average monthly exchange rates. The exchange differences arising on translation for consolidation are recognized in other comprehensive income.
3.SUMMARY OF MATERIAL ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these financial statements are set out below. The policies set out below are consistently applied to all the years presented, unless otherwise stated.
(A)Current vs. non-current classification
The Company presents assets and liabilities on the balance sheet based on current/non-current classification. The Company classifies all amounts to be realized or settled within 12 months after the reporting period to be current and all other amounts to be non-current. Liabilities are classified as non-current if the Company has the unconditional right to defer settlement for at least 12 months after the reporting period.
(B)Foreign currency transactions
Foreign currency transactions are translated into the functional currency, CHF, using prevailing exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are translated into CHF at rates of exchange prevailing at reporting date. Any gains or losses from these translations are included in the statements of loss in the period in which they arise.
The Company has seven wholly owned subsidiaries, including Oculis Operations, Oculis Iceland, Oculis France, Oculis U.S., Oculis HK, Neurocol IP and Neurocol Operations. The Company's consolidated financial statements present the aggregate of the eight Group entities, after elimination of intra-group transactions, balances, investments and capital.
(D)Segment reporting
The Company is managed and operated as one business. A single management team that reports to the Chief Executive Officer comprehensively manages the entire business and accordingly, has one reporting segment.
The Company has locations in five countries: Switzerland, Iceland, France, U.S. and Hong Kong. An analysis of non-current assets by geographic region is presented in Note 6.
All leases are accounted for by recognizing a right-of-use asset and a lease liability except for leases of low value assets and leases with a duration of 12 months or less.
Lease liabilities are measured at the present value of the expected contractual payments due to the lessor over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless this is not readily determinable, in which case the Group's incremental borrowing rate on commencement date of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate and remain unchanged throughout the lease term. Other variable lease payments are expensed.
On initial recognition, the carrying value of the lease liability also includes amounts expected to be payable under any residual value guarantee, and the exercise price of any purchase option granted in favor of the group if it is reasonably certain to assess that option. Right-of-use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for lease payments made at or before commencement of the lease and initial direct costs incurred.
Subsequent to the initial measurement, lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are depreciated on a straight-line basis over the remaining expected term of the lease or over the remaining economic life of the asset if this is judged to be shorter than the lease term.
When the Company revises its estimate of the term of any lease, it adjusts the carrying amount of the lease liability to reflect the expected payments over the revised term, which are discounted using a revised discount rate. The carrying value of lease liabilities is similarly revised if the variable future lease payments dependent on a rate or index is revised. In both cases, an equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being amortized over the remaining lease term. If the carrying amount of the right-of-use asset is adjusted to zero, any further reduction is recognized in profit or loss.
(F)Grant income recognition
Grant income is recognized where there is reasonable assurance that the grant will be received and all attaching conditions will be complied with, and in the year when the related expenses are incurred.
Taxes reported in the consolidated statements of loss include current and deferred taxes on profit. Taxes on income are accrued in the same periods as the revenues and expenses to which they relate.
Deferred tax is the tax attributable to the temporary differences that appear when taxation authorities recognize and measure assets and liabilities with rules that differ from those of the consolidated accounts. Deferred income tax is calculated using the liability method and determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realized, or the deferred income tax liability is settled. Any changes to the tax rates are recognized in the consolidated statements of loss unless related to items directly recognized in equity or other comprehensive loss.
Deferred income tax is recognized on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences or the unused tax losses can be utilized. Deferred income tax assets from tax credit carry forwards are recognized to the extent that the national tax authority confirms the eligibility of such a claim and that the realization of the related tax benefit through future taxable profits is probable. Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

Frequently Asked Questions

What is the scope of the financial statements audit?

The audit covers the consolidated financial statements of Oculis Holding AG for 2025.

How was materiality determined for the audit?

Materiality was set at CHF 4,900 thousand, based on loss before tax.

What are key audit matters?

Key audit matters are significant issues identified during the audit addressed in forming the opinion.

Who is responsible for financial statement accuracy?

The Board of Directors is responsible for the accuracy of the consolidated financial statements.

What is the opinion on the financial statements?

The opinion states the financial statements present a true view in accordance with IFRS.

Last updated: Mar 4, 2026