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Unaudited Condensed Consolidated Interim Financial Statements
| Table of Contents | ||
| Unaudited Condensed Consolidated Interim: | ||
| Statements of Financial Position as of September 30, 2025 and December 31, 2024 | 3 | |
| Statements of Loss for the three and nine months ended September 30, 2025 and 2024 | 4 | |
| Statements of Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 | 5 | |
| Statements of Changes in Equity for the nine months ended September 30, 2025 and 2024 | 6 | |
| Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | 7 | |
| Notes to the Unaudited Condensed Consolidated Interim Financial Statements | 8 |
Unaudited Condensed Consolidated Interim Statements of Financial Position
| As of September 30, | As of December 31, | |||||||||
| Note | 2025 | 2024 | ||||||||
| ASSETS | ||||||||||
| Non-current assets | ||||||||||
| Property and equipment | 528 | 385 | ||||||||
| Intangible assets | 13,292 | 13,292 | ||||||||
| Right-of-use assets | 2,576 | 1,303 | ||||||||
| Other non-current assets | 532 | 476 | ||||||||
| Total non-current assets | 16,928 | 15,456 | ||||||||
| Current assets | ||||||||||
| Other current assets | 6 | 4,306 | 5,605 | |||||||
| Accrued income | 6 | 1,422 | 629 | |||||||
| Short-term financial assets | 8 | 98,740 | 70,955 | |||||||
| Cash and cash equivalents | 8 | 46,440 | 27,708 | |||||||
| Total current assets | 150,908 | 104,897 | ||||||||
| TOTAL ASSETS | 167,836 | 120,353 | ||||||||
| EQUITY AND LIABILITIES | ||||||||||
| Shareholders' equity | ||||||||||
| Share capital | 559 | 446 | ||||||||
| Share premium | 466,858 | 344,946 | ||||||||
| Reserve for share-based payment | 7 | 26,514 | 16,062 | |||||||
| Actuarial loss on post-employment benefit obligations | (1,835 | ) | (2,233 | ) | ||||||
| Treasury shares | (35 | ) | (10 | ) | ||||||
| Cumulative translation adjustments | (467 | ) | (271 | ) | ||||||
| Accumulated losses | (361,000 | ) | (285,557 | ) | ||||||
| Total equity | 130,594 | 73,383 | ||||||||
| Non-current liabilities | ||||||||||
| Long-term lease liabilities | 2,045 | 865 | ||||||||
| Defined benefit pension liabilities | 1,470 | 1,870 | ||||||||
| Total non-current liabilities | 3,515 | 2,735 | ||||||||
| Current liabilities | ||||||||||
| Trade payables | 1,221 | 5,871 | ||||||||
| Accrued expenses and other payables | 10 | 19,942 | 18,198 | |||||||
| Short-term lease liabilities | 421 | 315 | ||||||||
| Warrant liabilities | 9 | 12,143 | 19,851 | |||||||
| Total current liabilities | 33,727 | 44,235 | ||||||||
| Total liabilities | 37,242 | 46,970 | ||||||||
| TOTAL EQUITY AND LIABILITIES | 167,836 | 120,353 |
The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.
Unaudited Condensed Consolidated Interim Statements of Loss
(in CHF thousands, except loss per share data)
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||||
| Note | 2025 | 2024 | 2025 | 2024 | ||||||||||||||
| Grant income | 243 | 216 | 788 | 683 | ||||||||||||||
| Operating income | 243 | 216 | 788 | 683 | ||||||||||||||
| Research and development expenses | 5 | (14,117 | ) | (12,999 | ) | (43,797 | ) | (40,320 | ) | |||||||||
| General and administrative expenses | 5 | (6,422 | ) | (5,348 | ) | (18,030 | ) | (16,307 | ) | |||||||||
| Operating expenses | (20,539 | ) | (18,347 | ) | (61,827 | ) | (56,627 | ) | ||||||||||
| Operating loss | (20,296 | ) | (18,131 | ) | (61,039 | ) | (55,944 | ) | ||||||||||
| Finance income | 438 | 556 | 1,451 | 1,797 | ||||||||||||||
| Finance expense | (162 | ) | (264 | ) | (592 | ) | (393 | ) | ||||||||||
| Fair value adjustment on warrant liabilities | 9 | 3,089 | (445 | ) | (9,056 | ) | (2,143 | ) | ||||||||||
| Foreign currency exchange gain (loss) | 2.(D) | 89 | (1,888 | ) | (6,211 | ) | (361 | ) | ||||||||||
| Finance result | 3,454 | (2,041 | ) | (14,408 | ) | (1,100 | ) | |||||||||||
| Loss before tax for the period | (16,842 | ) | (20,172 | ) | (75,447 | ) | (57,044 | ) | ||||||||||
| Income tax benefit (expense) | (13 | ) | (18 | ) | 4 | (78 | ) | |||||||||||
| Loss for the period | (16,855 | ) | (20,190 | ) | (75,443 | ) | (57,122 | ) | ||||||||||
| Loss per share: | ||||||||||||||||||
| Basic and diluted loss attributable to equity holders | 11 | (0.32 | ) | (0.48 | ) | (1.48 | ) | (1.44 | ) |
The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.
Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss
| For the three months ended September 30, | For the nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Loss for the period | (16,855 | ) | (20,190 | ) | (75,443 | ) | (57,122 | ) | ||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Items that will not be reclassified to Statements of Loss: | ||||||||||||||||
| Actuarial gain (loss) of defined benefit plans | (216 | ) | (472 | ) | 398 | (847 | ) | |||||||||
| Items that may be reclassified subsequently to loss: | ||||||||||||||||
| Foreign currency translation differences | (5 | ) | (37 | ) | (196 | ) | (7 | ) | ||||||||
| Other comprehensive income (loss) for the period | (221 | ) | (509 | ) | 202 | (854 | ) | |||||||||
| Total comprehensive loss for the period | (17,076 | ) | (20,699 | ) | (75,241 | ) | (57,976 | ) |
The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.
Unaudited Condensed Consolidated Interim Statements of Changes in Equity
(in CHF thousands, except share numbers)
| Share capital | Treasury shares | |||||||||||||||||||||||||||||||||||||||||
| Note | Shares | Share capital | Shares | Treasury shares | Share premium | Reserve for share-based payment | Cumulative translation adjustment | Actuarial loss on post-employment benefit obligations | Accumulated losses | Total | ||||||||||||||||||||||||||||||||
| 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 | - | - | - | - | - | - | - | - | (57,122 | ) | (57,122 | ) | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||
| Actuarial loss on post-employment benefit obligations | - | - | - | - | - | - | - | (847 | ) | - | (847 | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation differences | - | - | - | - | - | - | (7 | ) | - | - | (7 | ) | ||||||||||||||||||||||||||||||
| Total comprehensive income (loss) for the period | - | - | - | - | - | - | (7 | ) | (847 | ) | (57,122 | ) | (57,976 | ) | ||||||||||||||||||||||||||||
| Share-based compensation expense | 7 | - | - | - | - | - | 6,940 | - | - | - | 6,940 | |||||||||||||||||||||||||||||||
| Issuance of ordinary shares related to registered direct offering | 5,000,000 | 50 | - | - | 53,491 | - | - | - | - | 53,541 | ||||||||||||||||||||||||||||||||
| Transaction costs related to registered direct offering | - | - | - | - | (1,868 | ) | - | - | - | - | (1,868 | ) | ||||||||||||||||||||||||||||||
| Issuance of shares to be held as treasury shares | 1,000,000 | 10 | (1,000,000 | ) | (10 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Issuance of shares in connection with warrants exercised | 7 | 49 | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Stock options exercised | 7 | 295,226 | 3 | - | - | 860 | - | - | - | - | 863 | |||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | 42,944,980 | 429 | (1,000,000 | ) | (10 | ) | 340,645 | 13,319 | (334 | ) | (1,919 | ) | (256,902 | ) | 95,228 | |||||||||||||||||||||||||||
| 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 | - | - | - | - | - | - | - | - | (75,443 | ) | (75,443 | ) | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||||||||||||||||||
| Actuarial gain on post-employment benefit obligations | - | - | - | - | - | - | - | 398 | - | 398 | ||||||||||||||||||||||||||||||||
| Foreign currency translation differences | - | - | - | - | - | - | (196 | ) | - | - | (196 | ) | ||||||||||||||||||||||||||||||
| Total comprehensive loss for the period | - | - | - | - | - | - | (196 | ) | 398 | (75,443 | ) | (75,241 | ) | |||||||||||||||||||||||||||||
| Share-based compensation expense | 7 | - | - | - | - | - | 11,732 | - | - | - | 11,732 | |||||||||||||||||||||||||||||||
| Issuance of ordinary shares related to registered direct offering | 4 | 5,000,000 | 50 | - | - | 90,177 | - | - | - | - | 90,227 | |||||||||||||||||||||||||||||||
| Transaction costs related to the issuance of ordinary shares | 4 | - | - | - | - | (6,808 | ) | - | - | - | - | (6,808 | ) | |||||||||||||||||||||||||||||
| Vesting of earnout shares | 1,422,723 | 14 | - | - | (14 | ) | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Issuance of shares to be held as treasury shares | 2,500,000 | 25 | (2,500,000 | ) | (25 | ) | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Warrants exercised | 9 | 1,817,063 | 19 | - | - | 35,863 | - | - | - | - | 35,882 | |||||||||||||||||||||||||||||||
| Transaction costs related to warrants exercised | - | - | - | - | (233 | ) | - | - | - | - | (233 | ) | ||||||||||||||||||||||||||||||
| Stock options exercised and RSUs released | 7 | 472,623 | 5 | - | - | 2,927 | (1,280 | ) | - | - | - | 1,652 | ||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 | 55,874,811 | 559 | (3,500,000 | ) | (35 | ) | 466,858 | 26,514 | (467 | ) | (1,835 | ) | (361,000 | ) | 130,594 |
The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.
Unaudited Condensed Consolidated Interim Statements of Cash Flows
| For the nine months ended September 30, | ||||||||||
| Note | 2025 | 2024 (as recast) | ||||||||
| Operating activities | ||||||||||
| Loss before tax for the period | (75,447 | ) | (57,044 | ) | ||||||
| Non-cash adjustments: | ||||||||||
| - Financial result | 4,364 | (1,517 | ) | |||||||
| - Depreciation of property and equipment and right-of-use assets | 388 | 284 | ||||||||
| - Share-based compensation expense | 7 | 11,732 | 6,940 | |||||||
| - Post-employment (benefits)/loss | 30 | (18 | ) | |||||||
| - Fair value adjustment on warrant liabilities | 9 | 9,046 | 2,144 | |||||||
| Working capital adjustments: | ||||||||||
| - Decrease in other current assets | 6 | 2,833 | 5,942 | |||||||
| - Increase in accrued income | 6 | (792 | ) | (692 | ) | |||||
| - (De)/Increase in payables and accrued liabilities | 10 | (1,730 | ) | 6,191 | ||||||
| - Decrease in other operating assets/liabilities | (53 | ) | (91 | ) | ||||||
| - Decrease in long-term payables | - | (378 | ) | |||||||
| Taxes (paid)/received | 6 | (36 | ) | |||||||
| Net cash outflow for operating activities | (49,623 | ) | (38,275 | ) | ||||||
| Investing activities | ||||||||||
| Payment for short-term financial assets, net | 8 | (27,798 | ) | (16,269 | ) | |||||
| Interest received | 829 | 1,175 | ||||||||
| Intangible assets acquisition cost | (1,087 | ) | - | |||||||
| Payment for purchase of property and equipment | (263 | ) | (173 | ) | ||||||
| Net cash outflow for investing activities | (28,319 | ) | (15,267 | ) | ||||||
| Financing activities | ||||||||||
| Proceeds from sale of ordinary shares | 4 | 90,227 | 53,541 | |||||||
| Transaction costs related to financing activities | 4 | (7,676 | ) | (2,894 | ) | |||||
| Proceeds from exercise of warrants, net | 9 | 18,843 | - | |||||||
| Proceeds from stock options exercised | 8 | 1,653 | 863 | |||||||
| Principal payment of lease obligations | (271 | ) | (188 | ) | ||||||
| Interest paid | (51 | ) | (41 | ) | ||||||
| Net cash inflow from financing activities | 102,725 | 51,281 | ||||||||
| Increase (decrease) in cash and cash equivalents | 24,783 | (2,261 | ) | |||||||
| Cash and cash equivalents, beginning of period | 8 | 27,708 | 38,327 | |||||||
| Effect of foreign exchange rate changes | (6,051 | ) | (434 | ) | ||||||
| Cash and cash equivalents, end of period | 8 | 46,440 | 35,632 | |||||||
| Net cash and cash equivalents variation | 24,783 | (2,261 | ) | |||||||
| Supplemental non-cash investing information | ||||||||||
| Interest receivable recorded in other current assets | 179 | - | ||||||||
| Supplemental non-cash financing information | ||||||||||
| Transaction costs recorded in accrued expenses and other payables | 112 | - |
The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(All amounts presented in CHF thousands, except share numbers, unless otherwise noted)
1.CORPORATE INFORMATION
Oculis Holding AG ( the Company or Oculis ) 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, and controls five wholly owned subsidiaries. The Company and its wholly-owned subsidiaries form the Oculis Group (the Group ). Unless the context otherwise dictates, a reference to the Company us, we or our refers to Oculis and its subsidiaries.
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 that embrace 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 of patients worldwide, and it intends to become a global leader in ophthalmic and neuro-ophthalmic therapeutics to realize this mission.
The Audit Committee of the Board of Directors approved the issuance of the unaudited interim condensed consolidated financial statements on November 6, 2025.
2.BASIS OF PREPARATION AND CHANGES TO THE COMPANY'S ACCOUNTING POLICIES
The Company's accounts are prepared on a going concern basis. The Board of Directors believes that based on the Company's current cash, cash equivalents and investments the Company 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 preferred and ordinary shares. 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)Material accounting policies
Due to their short-term nature, the carrying value of cash and cash equivalents, short-term financial assets, other current assets excluding prepaid expenses, accrued income, lease liabilities, trade payables, accrued expenses and other payables approximates their fair value. There have been no material changes to the accounting policies that were applied by the Company in its audited consolidated financial statements as of and for the year ended December 31, 2024, included in Form 20-F filed with the U.S. Securities and Exchange Commission ( SEC ) on March 11, 2025 and available at www.sec.gov, except as follows:
Presentation of interest in the statement of cash flows
Effective January 1, 2025, the Company revised its accounting policy regarding the classification of interest paid and interest received in the statement of cash flows. Interest paid was reclassified from net cash flows used in operating activities to net cash flows used in financing activities , and interest received was reclassified from net cash flows used in operating activities to net cash flows used in investing activities . The Company assessed the change in accounting policy under IAS 8, in accordance with the guidance regarding a voluntary change in accounting policy.
The reclassification of interest paid was elected to provide a more cohesive presentation of payments related to the Company's office leases. Prior to the change in accounting policy, interest paid on lease liabilities was classified as operating cash flows, while payments of the principal portion of lease liabilities were classified as financing cash flows. The change aligns the interest paid with the associated financial liability giving rise to the interest.
In addition, the Company reclassified interest received to investing activities, as the majority of interest received relates to interest earned on cash and cash equivalents and short-term investments. The Company believes the updated classification better reflects the nature and source of the cash inflows.
The Company applied the change in accounting policy retrospectively and has recast prior period comparative information within the statement of cash flows to ensure consistency and comparability with the current period presentation. As part of the retrospective application, net cash used in operating activities for the nine months ended September 30, 2024 increased by CHF 1.1 million, net cash flow used in investing activities decreased by CHF 1.2 million, and net cash flow inflow from financing activities decreased by CHF 41 thousand.
(C)Statement of compliance
These unaudited condensed consolidated interim financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024, have been prepared in accordance with International Accounting Standard ( IAS ), IAS 34 - Interim Financial Reporting. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards ( IFRS ) as issued by the International Accounting Standards Board ( IASB ). In the opinion of the Company, the accompanying unaudited condensed consolidated interim financial statements present a fair statement of its financial information for the interim periods reported.
(D)Functional currency
The unaudited condensed consolidated interim 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 ehf, the Company's Icelandic subsidiary, whose functional currency is CHF. Included in the Company's finance result is foreign currency exchange gain of CHF 0.1 million and loss of CHF 6.2 million for the three and nine months ended September 30, 2025, respectively, arising from favorable and unfavorable fluctuations, respectively, of the U.S. dollar and Euro against the Swiss Franc, impacting the valuation of the Company's cash and short-term financial assets balances.
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, CRITICAL JUDGMENTS AND ACCOUNTING ESTIMATES
(A)Critical judgments and accounting estimates
In preparing these unaudited condensed consolidated interim financial statements, the critical accounting estimates, assumptions and judgments made by management in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those applied and discussed in the audited consolidated financial statements for the year ended December 31, 2024.
(B)New accounting standards, interpretations, and amendments adopted by the Company
There are no new IFRS Accounting Standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2025, that have a material impact in the interim period. In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements, which provides requirements for the presentation and disclosure of information in general purpose financial statements. The standard is effective for periods beginning on or after January 1, 2027. The Company is in the process of evaluating whether IFRS 18 will have a material effect on the consolidated financial statements. New standards, amendments to standards and interpretations that are not yet effective, which have been deemed by the Company as currently not relevant, are not listed here.
4.FINANCING ACTIVITY
The Company's historical financing activities, including equity offerings, private placements, and debt arrangements, are described in detail in Note 5 to the consolidated financial statements included in the Company's Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 11, 2025.
On February 18, 2025, the Company closed an underwritten follow-on offering of 5,000,000 ordinary shares, CHF 0.01 nominal value per share, at a price of $20.00 or CHF 18.05 per share, for total gross proceeds of CHF 90.2 million or $100.0 million. In connection with this offering, the Company incurred CHF 6.8 million or $7.5 million of transaction costs during the nine months ended September 30, 2025 that are presented as a reduction of share premium within the statement of changes in equity.
No shares were issued under the Company's existing at-the-market offering program during the three and nine months ended September 30, 2025.
On July 31, 2025, the Company amended its existing loan facility with Kreos Capital VII (UK) Limited (the Lender ), which are funds and accounts managed by Blackrock, Inc. (the Amended Loan Agreement ). The Amended Loan Agreement replaces the prior loan agreement between the Company and the Lender dated May 29, 2024, and is structured to provide the EUR equivalent of up to CHF 75.0 million in borrowing capacity (which may be increased to up to CHF 100.0 million), comprising tranches 1, 2 and 3, in the amounts of the EUR equivalents of CHF 25.0 million each, as well as an additional loan of the EUR equivalent of up to CHF 25.0 million. These may be made available by the Lender to the Company if mutually agreed in writing by the Lender and the Company (the Loan ). Upon each tranche becoming available for draw down, as well as upon the Company drawing down the loan tranches, certain associated transaction costs become payable by the Company. Pursuant to the Amended Loan Agreement, the Company is subject to a non-utilization fee of 0.75% per annum of any undrawn amount under tranches 1 and 2. Additionally, to the extent Loan 1 has not been drawn prior to its expiry date, an additional one-time fee of the EUR equivalent of CHF 2.6 million shall be payable, subject to certain conditions. No amounts were drawn under the Amended Loan Agreement during the three and nine months ended September 30, 2025.
In conjunction with the Loan, the Company entered into an amended warrant (the Amended Blackrock Warrant ) with Kreos Capital VII Aggregator SCSp, an affiliate of the Lender (the Holder ), under which the Holder can purchase up to 494,259 of the Company's ordinary shares, at a price per ordinary share equal to $12.17 (CHF 11.11) with respect to 361,011 shares from the prior warrant agreement, and $18.64 (CHF 15.15) with respect to the remaining 133,248 shares reflecting the upsized loan facility, subject to adjustment. The Amended Blackrock Warrant amends the prior warrant issued to the Holder on May 29, 2024. At signing, the Amended Blackrock Warrant was immediately exercisable for 59,310 ordinary shares, of which 43,321 shares were previously granted. Following the drawdown of each of Loans 1, 2 and 3, the Amended
Blackrock Warrant will become exercisable for additional amounts of ordinary shares ratably based on the amounts of Loans 1, 2 and 3 that are drawn. Each tranche of the Amended Blackrock Warrant in connection with Loans 1, 2 and 3, is exercisable for a period of up to seven years from the date of eligibility and will terminate at the earliest of (i) December 31, 2033, (ii) such earlier date on which the Amended Blackrock Warrant is no longer exercisable for any warrant share in accordance with its terms and (iii) the acceptance by the shareholders of the Company of a third-party bona fide offer for all outstanding shares of the Company (subject to any prior exercise by the Holder, if applicable). The Amended Blackrock Warrant had not been exercised in part or in full as of September 30, 2025. In connection with this amendment, the Company incurred CHF 0.7 million of transaction related costs during the three and nine months ended September 30, 2025, which were capitalized as a prepayment for liquidity services and recorded within Other Current Assets.
5.OPERATING EXPENSES
The tables below show the breakdown of the operating expenses by category:
| For the three months ended September 30, | ||||||||||||||||||||||||
| Research and development expenses | General and administrative expenses | Total operating expenses | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Personnel expenses | 4,783 | 2,640 | 3,850 | 2,950 | 8,633 | 5,590 | ||||||||||||||||||
| Payroll and related expenses | 2,347 | 1,541 | 1,725 | 1,549 | 4,072 | 3,090 | ||||||||||||||||||
| Share-based compensation | 2,436 | 1,099 | 2,125 | 1,401 | 4,561 | 2,500 | ||||||||||||||||||
| Other operating expenses | 9,334 | 10,359 | 2,572 | 2,398 | 11,906 | 12,757 | ||||||||||||||||||
| External service providers | 8,855 | 10,101 | 2,091 | 1,706 | 10,946 | 11,807 | ||||||||||||||||||
| Other operating expenses | 387 | 183 | 422 | 648 | 809 | 831 | ||||||||||||||||||
| Depreciation expense | 92 | 75 | 59 | 44 | 151 | 119 | ||||||||||||||||||
| Total operating expenses | 14,117 | 12,999 | 6,422 | 5,348 | 20,539 | 18,347 |
| For the nine months ended September 30, | ||||||||||||||||||||||||
| Research and development expenses | General and administrative expenses | Total operating expenses | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||
| Personnel expenses | 13,967 | 7,682 | 10,437 | 8,157 | 24,404 | 15,839 | ||||||||||||||||||
| Payroll and related expenses | 7,114 | 4,052 | 5,558 | 4,847 | 12,672 | 8,899 | ||||||||||||||||||
| Share-based compensation expense | 6,853 | 3,630 | 4,879 | 3,310 | 11,732 | 6,940 | ||||||||||||||||||
| Other operating expenses | 29,830 | 32,638 | 7,593 | 8,150 | 37,423 | 40,788 | ||||||||||||||||||
| External service providers | 28,798 | 32,059 | 5,857 | 5,761 | 34,655 | 37,820 | ||||||||||||||||||
| Other operating expenses | 783 | 385 | 1,597 | 2,299 | 2,380 | 2,684 | ||||||||||||||||||
| Depreciation expense | 249 | 194 | 139 | 90 | 388 | 284 | ||||||||||||||||||
| Total operating expenses | 43,797 | 40,320 | 18,030 | 16,307 | 61,827 | 56,627 |
Total operating expenses increased for both the three- and nine -month periods in 2025 compared to the prior year periods. Expenses related to external service providers for research and development expenses decreased during both periods. This was primarily driven by OPTIMIZE-2 and RELIEF trial costs incurred and concluded during the nine months ended September 30, 2024. The Phase 3 OPTIMIZE-2 trial of OCS-01 for inflammation and pain following cataract surgery was closed in 2024 due to a third-party administrative error. The RELIEF trial of Licaminlimab in dry eye disease was completed with positive results in Q2 2024. These decreases were partially offset by increased costs related to the Phase 3 Stage 2 DIAMOND-1 and DIAMOND-2 trials of OCS-01 in diabetic macular edema ( DME ), for which full patient enrollment was completed in Q2 2025. Decreases in other operating expenses were offset by increases in personnel expenses for both research and development and general and administrative expenses resulting from increased product development activities and related headcount growth. The increase in share-based compensation expense is primarily due to new grants and increased grant value for awards granted during the nine months ended September 30, 2025.
6.OTHER CURRENT ASSETS AND ACCRUED INCOME
The table below shows the breakdown of other current assets by category:
| September 30, 2025 | December 31, 2024 | |||||||
| Prepaid clinical and technical development expenses | 328 | 2,615 | ||||||
| Prepaid general and administrative expenses | 3,088 | 1,564 | ||||||
| VAT and other withholding tax receivable | 890 | 1,426 | ||||||
| Total | 4,306 | 5,605 |
The decrease in prepaid clinical and technical development expenses as of September 30, 2025 compared to prior year end was due to advancements of clinical trials, primarily the OCS-01 DIAMOND-1 and DIAMOND-2 trials in DME which started in December 2023 and
February 2024, respectively, and completed enrollment in April 2025. The increase in prepaid general and administrative expenses as of September 30, 2025 compared to prior year end was due to capitalized transaction costs associated with the Company's ATM program and Amended Loan Agreement.
The table below shows the movement of accrued income for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||
| Balance as of January 1, | 629 | 876 | ||||||
| Accrued income recognized during the period | 788 | 683 | ||||||
| Foreign exchange revaluation | 5 | 9 | ||||||
| Balance as of September 30, | 1,422 | 1,568 |
Accrued income is generated by incentives for research and development offered by the Icelandic government in the form of tax credits for innovation companies. These tax credits are either used to reduce the company's income tax liability or, if the credits exceed the tax due, they are paid out in cash. The tax credit is subject to companies having a research project approved as eligible for tax credit by the Icelandic Centre for Research (Rann s).
7.SHARE-BASED COMPENSATION
2023 Employee Stock Option and Incentive Plan
On March 2, 2023, the Company adopted the 2023 Employee Stock Option and Incentive Plan ( 2023 ESOP ) which allows for the grant of equity incentives, including share-based options, stock appreciation rights ( SARs ), restricted stock units ( RSUs ) and other awards. The 2023 ESOP lays out the details for the equity incentives for talent acquisition and retention purposes. Each grant of share-based options made under the 2023 ESOP entitles the grantee to acquire ordinary shares with payment of the exercise price in cash. The Company intends to settle any options, RSUs and SARs granted only in ordinary shares.
Option awards and SARs
The fair value of option awards and SARs is determined using the Black-Scholes option-pricing model. The weighted average grant date fair value for options and SARs granted during the nine months ended September 30, 2025 was CHF 11.94 or $14.19 per share. The weighted average grant date fair value for options and SARs granted during the nine months ended September 30, 2024 was CHF 7.90 or $8.96 per share.
The following assumptions were used in the Black-Scholes option pricing model for determining the value of options and SARs granted during the nine months ended September 30, 2025 and 2024:
| For the nine months ended September 30, | ||||||
| 2025 | 2024 | |||||
| Weighted average share price at the date of grant (1) | $18.37 (CHF 15.45 | ) | $11.55 (CHF 10.18 | ) | ||
| Range of expected volatilities (%) (2) | 87.23 - 91.39 | 85.54 - 93.00 | ||||
| Range of expected terms (years) (3) | 6.25 | 5.50 - 6.25 | ||||
| Range of risk-free interest rates (%) (4) | 3.83 - 4.26 | 3.58 - 4.63 | ||||
| Dividend yield (%) | 0.00 | 0.00 |
(1) The equity award exercise price is denominated in USD.
(2) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company's industry.
(3) The expected term represents the period that share-based awards are expected to be outstanding.
(4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected terms.
The following table summarizes the Company's stock option and SAR activity under the 2023 ESOP for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||||||||||||||
| Number of awards | Weighted average exercise price (CHF) | Range of expiration dates | Number of awards | Weighted average exercise price (CHF) | Range of expiration dates | |||||||||||||||
| Outstanding as of January 1, | 4,687,054 | 6.82 | 2028 - 2034 | 3,466,210 | 4.50 | 2027 - 2033 | ||||||||||||||
| Options granted | 1,182,131 | 15.45 | 2035 | 1,760,922 | 10.18 | 2034 | ||||||||||||||
| Forfeited (1) | (330,541 | ) | 10.64 | 2028 - 2035 | (288,312 | ) | 4.29 | 2031 - 2033 | ||||||||||||
| Exercised (1) | (337,551 | ) | 3.91 | 2028 - 2034 | (290,511 | ) | 3.04 | 2027 - 2033 | ||||||||||||
| Outstanding as of September 30, | 5,201,093 | 8.39 | 2028 - 2035 | 4,648,309 | 6.48 | 2028 - 2034 |
(1) Forfeited amount includes earnout options forfeited during the nine month periods ended September 30, 2025 and 2024. No SARs had been exercised or forfeited during the nine months ended September 30, 2025 and 2024.
The number of options and SARs that were exercisable at September 30, 2025 and 2024 were 2,487,809 and 1,730,938, respectively. Excluding earnout options, which have an exercise price of CHF 0.01, options outstanding as of September 30, 2025 have exercise prices ranging from CHF
1.56 to CHF 15.33. The weighted average remaining contractual life of options and SARs outstanding as of September 30, 2025 and December 31, 2024 was eight years.
Restricted stock units
Each RSU granted under the 2023 ESOP entitles the grantee to one ordinary share upon vesting of the RSU. The Company intends to settle all RSUs granted in equity. The fair value of RSUs is determined by the closing stock price on the date of grant and the related compensation cost is amortized over the vesting period of the award using the graded method. RSUs have time-based vesting conditions ranging from one to four years. The following is a summary of RSU activity for the nine months ended September 30, 2025 and 2024:
| 2025 | 2024 | |||||||||||||||||||||
| Number of awards | Weighted average grant date fair value (CHF) | Range of expiration dates | Number of awards | Weighted average grant date fair value (CHF) | Range of expiration dates | |||||||||||||||||
| Outstanding as of January 1 | 467,478 | 9.81 | 2034 | |||||||||||||||||||
| RSUs granted | 714,813 | 15.56 | 2035 | 466,908 | 9.76 | 2034 | ||||||||||||||||
| RSUs vested/released | (135,072 | ) | 9.97 | 2034 - 2035 | (4,715 | ) | 10.52 | 2034 | ||||||||||||||
| Outstanding as of September 30 | 1,047,219 | 14.02 | 2034 - 2035 | 462,193 | 9.33 | 2034 |
Share-based compensation expense
The total share-based compensation expense recognized in the statement of loss amounted to CHF 4.6 million and CHF 11.7 million for the three and nine months ended September 30, 2025, respectively, including CHF 1.9 million and CHF 4.5 million recognized during the three and nine months ended September 30, 2025 related to RSUs outstanding. Total share-based compensation recognized in the statement of loss was CHF 2.5 million and CHF 6.9 million for the three and nine months ended September 30, 2024, respectively, including CHF 0.5 million and CHF 1.0 million recognized during the three and nine months ended September 30, 2024 related to RSUs outstanding. The reserve for share-based payment increased from CHF 16.1 million as of December 31, 2024 to CHF 26.5 million as of September 30, 2025.
During the nine months ended September 30, 2025, certain RSUs that included a performance condition were modified such that the condition had been met. This modification resulted in CHF 0.2 million of additional share-based compensation expense during the nine months ended September 30, 2025. During the nine months ended September 30, 2024, certain options were modified to accelerate vesting upon the death of an employee, resulting in the acceleration of expense recognition. Total expense attributable to the modification was CHF 1.0 million recognized during the nine months ended September 30, 2024.
As a result of the Company's 2023 business combination agreement with European Biotech Acquisition Corp ( BCA ), certain pre-BCA Oculis equity holders received an aggregate of 369,737 earnout options with an exercise price of CHF 0.01. Vesting of these options are based on the achievement of post-acquisition-closing volume weighted average share price targets of Oculis of $15.00, $20.00 and $25.00, respectively, in each case, for any 20 trading days within any consecutive 30 trading day period commencing after the acquisition closing date and ending on or prior to March 2, 2028. The first two price targets of $15.00 and $20.00 were met in November 2024 and February 2025, respectively, resulting in an aggregate of 168,571 earnout options becoming exercisable.
8.CASH AND CASH EQUIVALENTS, AND SHORT-TERM FINANCIAL ASSETS
The table below shows the breakdown of the cash and cash equivalents and short-term financial assets by currencies:
| Cash and cash equivalents | Short-term financial assets | |||||||||||||||
| by currency | As of September 30, 2025 | As of December 31, 2024 | As of September 30, 2025 | As of December 31, 2024 | ||||||||||||
| Swiss Franc | 12,526 | 2,810 | 95,000 | 61,000 | ||||||||||||
| US Dollar | 32,320 | 15,234 | - | 9,955 | ||||||||||||
| Euro | 1,186 | 8,960 | 3,740 | - | ||||||||||||
| Iceland Krona | 252 | 648 | - | - | ||||||||||||
| Other | 156 | 56 | - | - | ||||||||||||
| Total | 46,440 | 27,708 | 98,740 | 70,955 |
Short-term financial assets consist of fixed term bank deposits with maturities between three and nine months.
9.WARRANT LIABILITIES
The following table summarizes the Company's outstanding warrant liabilities by warrant type as of September 30, 2025 and 2024:
| 2025 | 2024 | ||||||||||||||||||||||
| BCA Warrants | Amended Blackrock Warrant | Total Warrant Liabilities | BCA Warrants | Amended Blackrock Warrant | Total Warrant Liabilities | ||||||||||||||||||
| Balance as of January 1, | 19,390 | 461 | 19,851 | 5,370 | - | 5,370 | |||||||||||||||||
| Issuance of warrants | - | 122 | 122 | - | 294 | 294 | |||||||||||||||||
| Fair value (gain)/loss on warrant liability | 9,136 | (80 | ) | 9,056 | 2,165 | (22 | ) | 2,143 | |||||||||||||||
| Exercise of public and private warrants | (16,886 | ) | - | (16,886 | ) | - | - | - | |||||||||||||||
| Balance as of September 30, | 11,640 | 503 | 12,143 | 7,535 | 272 | 7,807 |
The BCA warrants represent public and private placement warrants assumed from European Biotech Acquisition Corp. as part of the BCA ( BCA Warrants ). The fair value of the public BCA Warrants, which are traded on Nasdaq, is based on the quoted Nasdaq market prices at the end of the reporting period for such warrants. Since the private placement BCA Warrants have identical terms to the public BCA Warrants, the Company determined that the fair value of each private placement BCA Warrant is equivalent to that of each public BCA Warrant. The public BCA Warrants are included in Level 1 and the private placement BCA Warrants in Level 2 of the fair value hierarchy. BCA Warrants are classified as short-term liabilities given that the Company cannot defer the settlement for at least 12 months.
The Company's Amended Blackrock Warrant is classified as a liability because its exercise prices are fixed in USD, which is not the functional currency of the Company and therefore it does not meet the requirements to be classified as equity under IFRS. The fair value of the Amended Blackrock Warrant is determined using the Black-Scholes option-pricing model and is included in Level 3 of the fair value hierarchy.
The following assumptions were used in the Black-Scholes option-pricing model for determining the fair value of the Amended Blackrock Warrant as of July 31, 2025, which was the date of initial recognition, September 30, 2025 and December 31, 2024:
| July 31, 2025 | September 30, 2025 | December 31, 2024 | |||||||
| Share price on valuation date | $17.64 (CHF 14.34 | ) | $17.58 (CHF 14.01 | ) | $17.00 (CHF 15.38 | ) | |||
| Range of expected volatility (%) (1) | 88.53 | 86.05 - 87.00 | 94.32 | ||||||
| Range of expected term (years) (2) | 3.50 | 2.83 - 3.42 | 3.21 | ||||||
| Range of risk-free interest rate (%) (3) | 3.91 | 3.61 - 3.64 | 4.28 | ||||||
| Dividend yield (%) | 0.00 | 0.00 | 0.00 |
(1) The expected volatility was derived from the historical stock volatilities of comparable peer public companies within the Company's industry.