one yearthree months

Exhibit 99.1

 

 

 

img187686630_0.jpg

Oculis Holding AG

Unaudited Condensed Consolidated Interim Financial Statements

 


 

 

 

Table of Contents

 

 

 

 

 

Unaudited Condensed Consolidated Interim:

 

Statements of Financial Position as of June 30, 2025 and December 31, 2024

 

3

Statements of Loss for the three and six months ended June 30, 2025 and 2024

4

Statements of Comprehensive Loss for the three and six months ended June 30, 2025 and 2024

5

Statements of Changes in Equity for the six months ended June 30, 2025 and 2024

6

Statements of Cash Flows for the six months ended June 30, 2025 and 2024

7

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

8

 

2


 

Oculis Holding AG

Unaudited Condensed Consolidated Interim Statements of Financial Position

(in CHF thousands)

 

 

 

 

 

As of June 30,

 

 

As of December 31,

 

 

 

Note

 

2025

 

 

2024

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Property and equipment

 

 

 

 

441

 

 

 

385

 

Intangible assets

 

 

 

 

13,292

 

 

 

13,292

 

Right-of-use assets

 

 

 

 

1,155

 

 

 

1,303

 

Other non-current assets

 

 

 

 

533

 

 

 

476

 

Total non-current assets

 

 

 

 

15,421

 

 

 

15,456

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Other current assets

 

6

 

 

4,721

 

 

 

5,605

 

Accrued income

 

6

 

 

1,179

 

 

 

629

 

Short-term financial assets

 

8

 

 

96,035

 

 

 

70,955

 

Cash and cash equivalents

 

8

 

 

64,265

 

 

 

27,708

 

Total current assets

 

 

 

 

166,200

 

 

 

104,897

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

181,621

 

 

 

120,353

 

 

 

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Share capital

 

 

 

 

558

 

 

 

446

 

Share premium

 

 

 

 

466,438

 

 

 

344,946

 

Reserve for share-based payment

 

7

 

 

22,363

 

 

 

16,062

 

Actuarial loss on post-employment benefit obligations

 

 

 

 

(1,620

)

 

 

(2,233

)

Treasury shares

 

 

 

 

(35

)

 

 

(10

)

Cumulative translation adjustments

 

 

 

 

(462

)

 

 

(271

)

Accumulated losses

 

 

 

 

(344,146

)

 

 

(285,557

)

Total equity

 

 

 

 

143,096

 

 

 

73,383

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Long-term lease liabilities

 

 

 

 

720

 

 

 

865

 

Defined benefit pension liabilities

 

 

 

 

1,259

 

 

 

1,870

 

Total non-current liabilities

 

 

 

 

1,979

 

 

 

2,735

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

 

 

 

 

1,204

 

 

 

5,871

 

Accrued expenses and other payables

 

10

 

 

19,922

 

 

 

18,198

 

Short-term lease liabilities

 

 

 

 

310

 

 

 

315

 

Warrant liabilities

 

9

 

 

15,110

 

 

 

19,851

 

Total current liabilities

 

 

 

 

36,546

 

 

 

44,235

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

38,525

 

 

 

46,970

 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

 

 

 

181,621

 

 

 

120,353

 

 

The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

3


 

Oculis Holding AG

Unaudited Condensed Consolidated Interim Statements of Loss

(in CHF thousands, except loss per share data)

 

 

 

 

 

For the three months
ended June 30,

 

 

For the six months
ended June 30,

 

 

 

Note

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Grant income

 

 

 

 

261

 

 

 

245

 

 

 

545

 

 

 

467

 

Operating income

 

 

 

 

261

 

 

 

245

 

 

 

545

 

 

 

467

 

Research and development expenses

 

5

 

 

(14,909

)

 

 

(16,465

)

 

 

(29,680

)

 

 

(27,321

)

General and administrative expenses

 

5

 

 

(6,120

)

 

 

(6,265

)

 

 

(11,608

)

 

 

(10,959

)

Operating expenses

 

 

 

 

(21,029

)

 

 

(22,730

)

 

 

(41,288

)

 

 

(38,280

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

 

 

 

(20,768

)

 

 

(22,485

)

 

 

(40,743

)

 

 

(37,813

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Finance income

 

 

 

 

520

 

 

 

660

 

 

 

1,013

 

 

 

1,241

 

Finance expense

 

 

 

 

(183

)

 

 

(87

)

 

 

(430

)

 

 

(128

)

Fair value adjustment on warrant liabilities

 

9

 

 

(234

)

 

 

1,370

 

 

 

(12,145

)

 

 

(1,699

)

Foreign currency exchange gain (loss)

 

 

 

 

(4,734

)

 

 

(267

)

 

 

(6,301

)

 

 

1,527

 

Finance result

 

 

 

 

(4,631

)

 

 

1,676

 

 

 

(17,863

)

 

 

941

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss before tax for the period

 

 

 

 

(25,399

)

 

 

(20,809

)

 

 

(58,606

)

 

 

(36,872

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefit (expense)

 

 

 

 

24

 

 

 

(30

)

 

 

17

 

 

 

(60

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

 

(25,375

)

 

 

(20,839

)

 

 

(58,589

)

 

 

(36,932

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss attributable to equity holders

 

11

 

 

(0.49

)

 

 

(0.51

)

 

 

(1.16

)

 

 

(0.96

)

 

The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

4


 

Oculis Holding AG

Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss

(in CHF thousands)

 

 

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Loss for the period

 

 

(25,375

)

 

 

(20,839

)

 

 

(58,589

)

 

 

(36,932

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Items that will not be reclassified to Statements of Loss:

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial gain (loss) of defined benefit plans

 

 

26

 

 

 

(375

)

 

 

613

 

 

 

(375

)

Items that may be reclassified subsequently to loss:

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation differences

 

 

(152

)

 

 

(1

)

 

 

(191

)

 

 

30

 

Other comprehensive income (loss) for the period

 

 

(126

)

 

 

(376

)

 

 

422

 

 

 

(345

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

 

(25,501

)

 

 

(21,215

)

 

 

(58,167

)

 

 

(37,277

)

 

The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

5


 

Oculis Holding AG

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

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(36,932

)

 

 

(36,932

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial loss on post-employment benefit obligations

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(375

)

 

 

-

 

 

 

(375

)

Foreign currency translation differences

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

30

 

 

 

-

 

 

 

-

 

 

 

30

 

Total comprehensive income (loss) for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

30

 

 

 

(375

)

 

 

(36,932

)

 

 

(37,277

)

Share-based compensation expense

 

7

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,440

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,440

 

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

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Stock options exercised

 

7

 

 

95,590

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

261

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

262

 

Balance as of June 30, 2024

 

 

 

 

42,745,295

 

 

 

427

 

 

 

(1,000,000

)

 

 

(10

)

 

 

340,046

 

 

 

10,819

 

 

 

(297

)

 

 

(1,447

)

 

 

(236,712

)

 

 

112,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(58,589

)

 

 

(58,589

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial gain on post-employment benefit obligations

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

613

 

 

 

-

 

 

 

613

 

Foreign currency translation differences

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(191

)

 

 

-

 

 

 

-

 

 

 

(191

)

Total comprehensive loss for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(191

)

 

 

613

 

 

 

(58,589

)

 

 

(58,167

)

Share-based compensation expense

 

7

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,170

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

7,170

 

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

)

Share-based awards settled in equity

 

7

 

 

433,571

 

 

 

4

 

 

 

-

 

 

 

-

 

 

 

2,507

 

 

 

(869

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,642

 

Balance as of June 30, 2025

 

 

 

 

55,835,759

 

 

 

558

 

 

 

(3,500,000

)

 

 

(35

)

 

 

466,438

 

 

 

22,363

 

 

 

(462

)

 

 

(1,620

)

 

 

(344,146

)

 

 

143,096

 

 

The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

6


 

Oculis Holding AG

Unaudited Condensed Consolidated Interim Statements of Cash Flows

 

(in CHF thousands)

 

 

 

 

 

For the six months ended June 30,

 

 

 

Note

 

2025

 

 

2024 (as recast)

 

Operating activities

 

 

 

 

 

 

 

 

Loss before tax for the period

 

 

 

 

(58,606

)

 

 

(36,872

)

 

 

 

 

 

 

 

 

 

Non-cash adjustments:

 

 

 

 

 

 

 

- Financial result

 

 

 

 

4,679

 

 

 

(2,005

)

- Depreciation of property and equipment and right-of-use assets

 

 

 

 

236

 

 

 

162

 

- Share-based compensation expense

 

7

 

 

7,170

 

 

 

4,440

 

- Post-employment (benefits)/loss

 

 

 

 

33

 

 

 

(30

)

- Fair value adjustment on warrant liabilities

 

9

 

 

12,145

 

 

 

1,699

 

Working capital adjustments:

 

 

 

 

 

 

 

 

- Decrease in other current assets

 

6

 

 

1,420

 

 

 

4,245

 

- Increase in accrued income

 

6

 

 

(550

)

 

 

(507

)

- (De)/Increase in payables and accrued liabilities

 

10

 

 

(2,669

)

 

 

1,902

 

- Decrease in other operating assets/liabilities

 

 

 

 

(55

)

 

 

(91

)

- Decrease in long-term payables

 

 

 

 

-

 

 

 

(378

)

Taxes paid

 

 

 

 

(8

)

 

 

(25

)

Net cash outflow for operating activities

 

 

 

 

(36,205

)

 

 

(27,460

)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Payment for short-term financial assets, net

 

8

 

 

(25,081

)

 

 

(20,587

)

Interest received

 

 

 

 

583

 

 

 

774

 

Intangible assets acquisition cost

 

 

 

 

(1,087

)

 

 

-

 

Payment for purchase of property and equipment

 

 

 

 

(139

)

 

 

(19

)

Net cash outflow for investing activities

 

 

 

 

(25,724

)

 

 

(19,832

)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from sale of ordinary shares

 

4

 

 

90,227

 

 

 

53,541

 

Transaction costs related to the issuance of ordinary shares

 

4

 

 

(6,107

)

 

 

(1,657

)

Proceeds from exercise of warrants, net

 

9

 

 

18,858

 

 

 

-

 

Proceeds from stock options exercised

 

8

 

 

1,642

 

 

 

262

 

Principal payment of lease obligations

 

 

 

 

(161

)

 

 

(104

)

Interest paid

 

 

 

 

(23

)

 

 

(24

)

Net cash inflow from financing activities

 

 

 

 

104,436

 

 

 

52,018

 

 

 

 

 

 

 

 

 

 

Increase in cash and cash equivalents

 

 

 

 

42,507

 

 

 

4,726

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

8

 

 

27,708

 

 

 

38,327

 

Effect of foreign exchange rate changes

 

 

 

 

(5,950

)

 

 

799

 

Cash and cash equivalents, end of period

 

8

 

 

64,265

 

 

 

43,852

 

 

 

 

 

 

 

 

 

 

Net cash and cash equivalents variation

 

 

 

 

42,507

 

 

 

4,726

 

 

 

 

 

 

 

 

 

 

Supplemental non-cash investing information

 

 

 

 

 

 

 

 

Interest receivable recorded in other current assets

 

 

 

 

428

 

 

 

440

 

Supplemental non-cash financing information

 

 

 

 

 

 

 

 

Transaction costs recorded in accrued expenses and other payables

 

 

 

 

893

 

 

 

1,615

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes form an integral part of the Unaudited Condensed Consolidated Interim Financial Statements.

7


 

Oculis Holding AG

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 the development of innovative drug candidates with the potential to address significant unmet medical needs for many conditions. The Company’s focus is on advancing therapeutic candidates intended to treat significant and prevalent ophthalmic diseases which result in vision loss, blindness or reduced quality of life. Its mission is to improve patients’ health and quality of life worldwide by developing medicines that save sight and improve eye care for patients, and it intends to become a global leader in the field.

 

2.
BASIS OF PREPARATION AND CHANGES TO THE COMPANY’S ACCOUNTING POLICIES
(A)
Going concern

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. Inherent to the Company’s business are various risks and uncertainties, 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 be able to raise capital to support its operations. To date, the Company has financed its cash requirements primarily through the sale of preferred and ordinary shares. Shareholders should note that the long-term viability of the Company is dependent on its ability to raise additional capital to finance its future operations. 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 Group 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 six months ended June 30, 2024 increased by CHF 0.8 million, net cash flow used in investing activities decreased by CHF 0.8 million, and net cash flow inflow from financing activities decreased by CHF 24 thousand.

8


 

(C)
Statement of compliance

These unaudited condensed consolidated interim financial statements as of June 30, 2025 and for the three and six months ended June 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 loss of CHF 4.7 million and CHF 6.3 million for the three and six month periods ended June 30, 2025, respectively, arising from unfavorable fluctuations 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.

 

(E)
Out of period adjustment

During the three months ended June 30, 2024, the Company recorded a CHF 1.8 million out-of-period adjustment to increase research and development expenses and decrease other current assets to correct for an understatement and overstatement of such balances, respectively, of which CHF 1.3 million related to the three months ended March 31, 2024. The Company evaluated the impact of the uncorrected prior period balances, and concluded that the uncorrected balances were not material to previously reported financial statements.

 

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 six months ended June 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 at-the-market offering program during the three and six months ended June 30, 2025.

No amounts were drawn under the Company’s existing debt facility during the three and six months ended June 30, 2025.

 

5.
OPERATING EXPENSES

 

Operating expenses

 

The tables below show the breakdown of the operating expenses by category:

 

9


 

 

 

For the three months ended June 30,

 

 

 

Research and development
expenses

 

 

General and administrative
expenses

 

 

Total operating
expenses

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Personnel expenses

 

 

4,834

 

 

 

3,306

 

 

 

3,730

 

 

 

2,971

 

 

 

8,564

 

 

 

6,277

 

Payroll

 

 

2,319

 

 

 

1,226

 

 

 

1,705

 

 

 

1,752

 

 

 

4,024

 

 

 

2,978

 

Share-based compensation

 

 

2,515

 

 

 

2,080

 

 

 

2,025

 

 

 

1,219

 

 

 

4,540

 

 

 

3,299

 

Other operating expenses

 

 

10,075

 

 

 

13,159

 

 

 

2,390

 

 

 

3,294

 

 

 

12,465

 

 

 

16,453

 

External service providers

 

 

9,756

 

 

 

12,987

 

 

 

1,701

 

 

 

2,242

 

 

 

11,457

 

 

 

15,229

 

Other operating expenses

 

 

238

 

 

 

108

 

 

 

657

 

 

 

1,027

 

 

 

895

 

 

 

1,135

 

Depreciation expense

 

 

81

 

 

 

64

 

 

 

32

 

 

 

25

 

 

 

113

 

 

 

89

 

Total operating expenses

 

 

14,909

 

 

 

16,465

 

 

 

6,120

 

 

 

6,265

 

 

 

21,029

 

 

 

22,730

 

 

 

 

For the six months ended June 30,

 

 

 

Research and development
expenses

 

 

General and administrative
expenses

 

 

Total operating
expenses

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Personnel expenses

 

 

9,182

 

 

 

5,042

 

 

 

6,587

 

 

 

5,207

 

 

 

15,769

 

 

 

10,249

 

Payroll

 

 

4,766

 

 

 

2,511

 

 

 

3,833

 

 

 

3,298

 

 

 

8,599

 

 

 

5,809

 

Share-based compensation expense

 

 

4,416

 

 

 

2,531

 

 

 

2,754

 

 

 

1,909

 

 

 

7,170

 

 

 

4,440

 

Other operating expenses

 

 

20,498

 

 

 

22,279

 

 

 

5,021

 

 

 

5,752

 

 

 

25,519

 

 

 

28,031

 

External service providers

 

 

19,943

 

 

 

21,958

 

 

 

3,768

 

 

 

4,058

 

 

 

23,711

 

 

 

26,016

 

Other operating expenses

 

 

398

 

 

 

202

 

 

 

1,174

 

 

 

1,651

 

 

 

1,572

 

 

 

1,853

 

Depreciation expense

 

 

157

 

 

 

119

 

 

 

79

 

 

 

43

 

 

 

236

 

 

 

162

 

Total operating expenses

 

 

29,680

 

 

 

27,321

 

 

 

11,608

 

 

 

10,959

 

 

 

41,288

 

 

 

38,280

 

 

The decreased spending on external service providers for research and development expenses was primarily driven by OPTIMIZE-2 and RELIEF trial costs incurred during the second quarter of 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 (OCS-02) in dry eye disease (“DED”) 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 we announced first patient first visit in December 2023 and February 2024, respectively, and announced enrollment completion in April 2025. The increase in personnel expenses for both research and development and general and administrative expenses is due to increased headcount. The increase in share-based compensation expense is primarily due to new grants and increased grant value for awards granted during the six months ended June 30, 2025.

6.
OTHER CURRENT ASSETS AND ACCRUED INCOME

The table below shows the breakdown of other current assets by category:

 

 

 

June 30, 2025

 

 

December 31, 2024

 

Prepaid clinical and technical development expenses

 

 

287

 

 

 

2,615

 

Prepaid general and administrative expenses

 

 

3,165

 

 

 

1,564

 

VAT and other withholding tax receivable

 

 

1,269

 

 

 

1,426

 

Total

 

 

4,721

 

 

 

5,605

 

 

The decrease in prepaid clinical and technical development expenses as of June 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 June 30, 2025 compared to prior year end is due to the timing of when certain corporate insurances policies are renewed.

 

The table below shows the movement of accrued income for the six months ended June 30, 2025 and 2024:

 

 

 

2025

 

 

2024

 

Balance as of January 1,

 

 

629

 

 

 

876

 

Accrued income recognized during the period

 

 

545

 

 

 

467

 

Foreign exchange revaluation

 

 

5

 

 

 

40

 

Balance as of June 30,

 

 

1,179

 

 

 

1,383

 

 

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 (Rannís).

10


 

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, RSU’s 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 six months ended June 30, 2025 was CHF 12.48 or $14.47 per share. The weighted average grant date fair value for options and SARs granted during the six months ended June 30, 2024 was CHF 7.96 or $8.95 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 six months ended June 30, 2025 and 2024:

 

 

 

For the six months ended June 30,

 



 

2025

 

 

2024

 

Weighted average share price at the date of grant (1)

 

$18.68 (CHF 16.11

)

 

$11.44 (CHF 10.18

)

Range of expected volatilities (%) (2)

 

89.91 - 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)

 

3.94 - 4.26

 

 

3.91 - 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 six months ended June 30, 2025 and 2024:

 

 

 

For the six months ended June 30, 2025

 

For the six months ended June 30, 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

 

 

1,035,131

 

 

 

16.11

 

 

2035

 

 

1,336,922

 

 

 

10.18

 

 

2034

Forfeited(1)

 

 

(297,978

)

 

 

8.31

 

 

2033 - 2034

 

 

(119,910

)

 

 

5.11

 

 

2032 - 2033

Exercised(1)

 

 

(335,581

)

 

 

5.02

 

 

2033 - 2034

 

 

(95,590

)

 

 

2.77

 

 

2027 - 2032

Outstanding as of June 30,

 

 

5,088,626

 

 

 

8.48

 

 

2028 - 2035

 

 

4,587,632

 

 

 

6.29

 

 

2028 - 2034

 

(1) Forfeited amount includes earnout options forfeited during the six month periods ended June 30, 2025 and 2024. No SARs had been exercised or forfeited during the six months ended June 30, 2025 and 2024.

The number of options and SARs that were exercisable at June 30, 2025 and 2024 were 2,236,218 and 1,751,475, respectively. Excluding earnout options, which have an exercise price of CHF 0.01, options outstanding as of June 30, 2025 have exercise prices ranging from CHF 1.56 to CHF 15.49. The weighted average remaining contractual life of options and SARs outstanding as of June 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 six months ended June 30, 2025 and 2024:

 

 

 

For the six months ended June 30, 2025

 

For the six months ended June 30, 2024

 

 

 

Number of awards

 

 

Weighted average grant date fair value (CHF)

 

 

Range of expiration dates

 

Number of awards

 

 

Weighted average exercise price (CHF)

 

 

Range of expiration dates

 

Outstanding as of January 1

 

 

467,478

 

 

 

9.81

 

 

2034

 

 

 

 

 

 

 

 

 

RSUs granted

 

 

646,741

 

 

 

16.16

 

 

2035

 

 

466,908

 

 

 

9.84

 

 

2034

 

11


 

RSUs vested/released

 

 

(97,990

)

 

 

9.55

 

 

2034

 

 

 

 

 

 

 

 

 

Outstanding as of June 30

 

 

1,016,229

 

 

 

14.31

 

 

2034

 

 

466,908

 

 

 

9.84

 

 

2034

 

Share-based compensation expense

The total share-based compensation expense recognized in the statement of loss amounted to CHF 4.5 million and CHF 7.2 million for the three and six months ended June 30, 2025, respectively, including CHF 1.7 million and CHF 2.6 million recognized during the three and six months ended June 30, 2025 related to RSUs outstanding. Total share-based compensation recognized in the statement of loss was CHF 3.3 million and CHF 4.4 million for the three and six months ended June 30, 2024, respectively, including CHF 0.5 million recognized during the three and six months ended June 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 22.4 million as of June 30, 2025.

During the quarter ended June 30, 2025, certain RSUs that included a performance condition were modified such that the condition had been met. This modification resulted in CHF 0.1 million of additional share-based compensation expense during the three months ended June 30, 2025. During the quarter ended June 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 three months ended June 30, 2024.

Earnout options

As a result of the Company’s 2023 business combination with European Biotech Acquisition Corp, certain pre-business combination 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 (“VWAP”) 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 “earnout period”). 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 June 30, 2025

 

 

As of December 31, 2024

 

 

As of June 30, 2025

 

 

As of December 31, 2024

 

Swiss Franc

 

 

15,413

 

 

 

2,810

 

 

 

95,000

 

 

 

61,000

 

US Dollar

 

 

39,805

 

 

 

15,234

 

 

 

1,035

 

 

 

9,955

 

Euro

 

 

8,616

 

 

 

8,960

 

 

 

-

 

 

 

-

 

Iceland Krona

 

 

407

 

 

 

648

 

 

 

-

 

 

 

-

 

Other

 

 

24

 

 

 

56

 

 

 

-

 

 

 

-

 

Total

 

 

64,265

 

 

 

27,708

 

 

 

96,035

 

 

 

70,955

 

 

Short-term financial assets consist of fixed term bank deposits with maturities between three and six months.

 

9.
WARRANT LIABILITIES

 

The following table summarizes the Company’s outstanding warrant liabilities by warrant type as of June 30, 2025 and 2024:

 

 

2025

 

 

2024

 

 

BCA Warrants

 

 

Blackrock Warrant

 

 

Total Warrant Liabilities

 

 

BCA Warrants

 

 

Blackrock Warrant

 

 

Total Warrant Liabilities

 

Balance as of January 1,

 

19,390

 

 

 

461

 

 

 

19,851

 

 

 

5,370

 

 

 

-

 

 

 

5,370

 

Issuance of warrants

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

294

 

 

 

294

 

Fair value (gain)/loss on warrant liability

 

12,145

 

 

 

-

 

 

 

12,145

 

 

 

1,703

 

 

 

(4

)

 

 

1,699

 

Exercise of public and private warrants

 

(16,886

)

 

 

-

 

 

 

(16,886

)

 

 

-

 

 

 

-

 

 

 

-

 

Balance as of June 30,

 

14,649

 

 

 

461

 

 

 

15,110

 

 

 

7,073

 

 

 

290

 

 

 

7,363

 

 

The BCA warrants represent public and private placement warrants assumed from European Biotech Acquisition Corp. as part of the 2023 business combination agreement (“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 warrant agreement with Kreos Capital VII Aggregator SCSp (the “Blackrock Warrant”), which was issued in connection with the Company’s existing debt facility, is classified as a liability because its exercise price is 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 Blackrock Warrant is

12


 

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 Blackrock Warrant as of June 30, 2025 and December 31, 2024:

 

 

 

June 30, 2025

 

December 31, 2024

Share price on valuation date

 

$19.41 (CHF 15.46

)

 

$17.00 (CHF 15.38

)

Expected volatility (%) (1)

 

91.39

 

 

94.32

 

Expected term (years) (2)

 

2.96

 

 

3.21

 

Risk-free interest rate (%) (3)

 

3.68

 

 

4.28

 

Dividend yield (%)

 

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.

(2) The expected term represents the period that the Blackrock Warrant is 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.

 

For the three and six months ended June 30, 2025, the Company recognized fair value losses of CHF 0.2 million and CHF 12.1 million, respectively, leading to an increase of the warrant liability to CHF 15.1 million as of June 30, 2025, primarily due to increase of share price. For the three and six months ended June 30, 2024, the Company recognized a fair value gain of CHF 1.4 million and a loss CHF 1.7 million, respectively, leading to a net increase of the warrant liability to CHF 7.4 million as of June 30, 2024.

 

The movement of the warrant liability during the six months ended June 30, 2025 and 2024 is illustrated below:

 

 

2025

 

 

2024

 

in CHF thousands (except number of warrants)

Warrant
liabilities

 

 

Number of
outstanding
warrants

 

 

Warrant
liabilities

 

 

Number of
outstanding
warrants

 

Balance as of January 1,

 

19,851

 

 

 

4,018,384

 

 

 

5,370

 

 

 

4,254,096

 

Issuance of warrants

 

-

 

 

 

-

 

 

 

294

 

 

 

43,321

 

Fair value (gain)/loss on warrant liability

 

12,145

 

 

 

-

 

 

 

1,699

 

 

 

-

 

Exercise of public and private warrants

 

(16,886

)

 

 

(1,817,063

)

 

 

-

 

 

 

-

 

Balance as of June 30,

 

15,110

 

 

 

2,201,321

 

 

 

7,363

 

 

 

4,297,417

 

 

10.
ACCRUED EXPENSES AND OTHER PAYABLES

The table below shows the breakdown of the accrued expenses and other payables by category:

 

 

 

As of June 30, 2025

 

 

As of December 31, 2024

 

Product development related expenses

 

 

15,928

 

 

 

13,702

 

Personnel related expenses

 

 

2,347

 

 

 

3,696

 

General and administration related expenses

 

 

660

 

 

 

749

 

Other payables

 

 

987

 

 

 

51

 

Total

 

 

19,922

 

 

 

18,198

 

 

The increase in product development-related accrued expenses as of June 30, 2025 relative to the prior year-end primarily reflects continued advancement of the Company’s development pipeline, notably the two Phase 3 clinical trials under the OCS-01 DIAMOND program. The decrease in accrued personnel related expenses as compared to the prior year end was primarily related to the payout of bonus amounts accrued as of December 31, 2024. Accrued general and administrative related expenses decreased due to transaction costs incurred during the first quarter of 2025 related to the February 2025 underwritten offering.

 

11.
LOSS PER SHARE

As of June 30, 2025 the Company had 52,335,759 ordinary shares issued and outstanding with a share price of $19.41 or CHF 15.46. The following table sets forth the loss per share calculations for the three and six months ended June 30, 2025 compared to the three and six months ended June 30, 2024.

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net loss for the period attributable to Oculis shareholders, in CHF thousands

 

(25,375

)

 

 

(20,839

)

 

 

(58,589

)

 

 

(36,932

)

Loss per share

 

 

 

 

 

 

 

 

 

 

 

Weighted-average number of shares used to compute basic and diluted loss per share

 

52,288,911

 

 

 

40,535,173

 

 

 

50,297,119

 

 

 

38,567,675

 

 

 

 

 

 

 

 

 

 

 

 

 

13


 

Basic and diluted net loss per share for the period, in CHF

 

(0.49

)

 

 

(0.51

)

 

 

(1.16

)

 

 

(0.96

)

 

Since the Company has a loss for all periods presented, basic net loss per share is the same as diluted net loss per share. Potentially dilutive securities that were not included in the diluted loss per share calculations because they would be anti-dilutive were as follows:

 

 

As of June 30, 2025

 

 

As of June 30, 2024

 

Share options issued and outstanding

 

4,870,628

 

 

 

4,307,447

 

Earnout options

 

217,998

 

 

 

280,185

 

Share and earnout options issued and outstanding

 

5,088,626

 

 

 

4,587,632

 

Restricted stock units subject to future vesting

 

1,016,229

 

 

 

466,908

 

Restricted shares subject to repurchase

 

-

 

 

 

24,523

 

Earnout shares

 

948,549

 

 

 

3,793,995

 

Public warrants

 

2,006,301

 

 

 

4,102,397

 

Private warrants

 

151,699

 

 

 

151,699

 

Blackrock Warrant

 

43,321

 

 

 

43,321

 

Total

 

9,254,725

 

 

 

13,170,475

 

 

12.
RELATED PARTY DISCLOSURES

Key management, including the Board of Directors and the executive management team, compensation were:

 

 

For the three months ended June 30,

 

 

For the six months ended June 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Salaries, cash compensation and other short-term benefits

 

1,305

 

 

 

1,349

 

 

 

3,060

 

 

 

2,334

 

Pension

 

130

 

 

 

104

 

 

 

235

 

 

 

196

 

Share-based compensation expense

 

3,322

 

 

 

2,792

 

 

 

4,844

 

 

 

3,707

 

Total

 

4,757

 

 

 

4,245

 

 

 

8,139

 

 

 

6,237

 

 

Salaries, cash compensation and other short-term benefits include social security and board member fees.

 

The number of key management individuals reported as receiving compensation in the table above remained constant at 9 for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024. The number of individuals receiving compensation for service on the Board of Directors as reported in the table above decreased from 5 to 4 for the three and six months ended June 30, 2025 as compared to the three and six months ended June 30, 2024.

13.
SUBSEQUENT EVENTS

 

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. No amounts were drawn under the Amended Loan Agreement during the three and six months ended June 30, 2025 or at signing of the Amended Loan Agreement.

 

In conjunction with the Loan, the Company entered into an amended warrant (the “Amended 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 facility. The Amended Warrant replaces the prior warrant agreement issued to the Holder on May 29, 2024. At signing, the Amended Warrant was immediately exercisable for 59,310 ordinary shares, of which 43,321 shares were previously granted. The remaining Amended Warrant will become exercisable based on certain conditions, including the amounts of Loans 1, 2 and 3 that are drawn. No warrant had been exercised in part or in full as of June 30, 2025, or at signing of the Amended Warrant.

14