Exhibit 99.1
Oculis Holding AG
Unaudited Condensed Consolidated Interim Financial Statements
Exhibit 99.1
Oculis Holding AG
Unaudited Condensed Consolidated Interim Financial Statements
2
Oculis Holding AG
Unaudited Condensed Consolidated Interim Statements of Financial Position
(in CHF thousands)
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As of June 30, |
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As of December 31, |
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Note |
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2025 |
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2024 |
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ASSETS |
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Non-current assets |
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Property and equipment |
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Intangible assets |
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Right-of-use assets |
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Other non-current assets |
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Total non-current assets |
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Current assets |
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Other current assets |
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6 |
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Accrued income |
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6 |
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Short-term financial assets |
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8 |
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Cash and cash equivalents |
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8 |
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Total current assets |
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TOTAL ASSETS |
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EQUITY AND LIABILITIES |
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Shareholders’ equity |
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Share capital |
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Share premium |
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Reserve for share-based payment |
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7 |
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Actuarial loss on post-employment benefit obligations |
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( |
) |
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( |
) |
Treasury shares |
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( |
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( |
) |
Cumulative translation adjustments |
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( |
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( |
) |
Accumulated losses |
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( |
) |
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( |
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Total equity |
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Non-current liabilities |
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Long-term lease liabilities |
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Defined benefit pension liabilities |
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Total non-current liabilities |
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Current liabilities |
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Trade payables |
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Accrued expenses and other payables |
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10 |
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Short-term lease liabilities |
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Warrant liabilities |
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9 |
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Total current liabilities |
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Total liabilities |
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TOTAL EQUITY AND LIABILITIES |
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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)
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For the three months |
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For the six months |
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Note |
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2025 |
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2024 |
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2025 |
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2024 |
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Grant income |
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Operating income |
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Research and development expenses |
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5 |
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( |
) |
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( |
) |
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( |
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( |
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General and administrative expenses |
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5 |
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( |
) |
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( |
) |
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( |
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( |
) |
Operating expenses |
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( |
) |
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( |
) |
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( |
) |
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( |
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Operating loss |
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( |
) |
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( |
) |
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( |
) |
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( |
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Finance income |
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Finance expense |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Fair value adjustment on warrant liabilities |
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9 |
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( |
) |
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( |
) |
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( |
) |
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Foreign currency exchange gain (loss) |
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( |
) |
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( |
) |
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( |
) |
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Finance result |
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( |
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( |
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Loss before tax for the period |
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( |
) |
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( |
) |
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( |
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( |
) |
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Income tax benefit (expense) |
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( |
) |
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( |
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Loss for the period |
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( |
) |
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( |
) |
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( |
) |
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( |
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Loss per share: |
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Basic and diluted loss attributable to equity holders |
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11 |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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, |
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|
For the six months ended June 30, |
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|
2025 |
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|
2024 |
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|
2025 |
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|
2024 |
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||||
Loss for the period |
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( |
) |
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( |
) |
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( |
) |
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( |
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Other comprehensive income (loss): |
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Items that will not be reclassified to Statements of Loss: |
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Actuarial gain (loss) of defined benefit plans |
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( |
) |
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( |
) |
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Items that may be reclassified subsequently to loss: |
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Foreign currency translation differences |
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( |
) |
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( |
) |
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( |
) |
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Other comprehensive income (loss) for the period |
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( |
) |
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( |
) |
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( |
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Total comprehensive loss for the period |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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)
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Share capital |
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Treasury shares |
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Note |
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Shares |
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Share capital |
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Shares |
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Treasury shares |
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Share premium |
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Reserve for share-based payment |
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Cumulative translation adjustment |
|
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Actuarial loss on post-employment benefit obligations |
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Accumulated losses |
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Total |
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Balance as of January 1, 2024 |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
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Loss for the period |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
Other comprehensive income (loss): |
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Actuarial loss on post-employment benefit obligations |
|
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|
- |
|
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- |
|
|
|
- |
|
|
|
- |
|
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- |
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- |
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- |
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|
( |
) |
|
|
- |
|
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|
( |
) |
Foreign currency translation differences |
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- |
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- |
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|
|
- |
|
|
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- |
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- |
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- |
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- |
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- |
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Total comprehensive income (loss) for the period |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
) |
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( |
) |
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( |
) |
|
Share-based compensation expense |
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7 |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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Issuance of ordinary shares related to registered direct offering |
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- |
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- |
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- |
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- |
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- |
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- |
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Transaction costs related to registered direct offering |
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- |
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- |
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- |
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- |
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( |
) |
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- |
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- |
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- |
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- |
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( |
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Issuance of shares to be held as treasury shares |
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( |
) |
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( |
) |
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- |
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- |
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- |
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- |
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- |
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- |
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Stock options exercised |
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7 |
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- |
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- |
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- |
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- |
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- |
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- |
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Balance as of June 30, 2024 |
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( |
) |
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( |
) |
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( |
) |
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( |
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( |
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Balance as of January 1, 2025 |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Loss for the period |
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- |
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- |
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|
|
- |
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|
- |
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- |
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|
- |
|
|
|
- |
|
|
|
- |
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|
( |
) |
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( |
) |
Other comprehensive income (loss): |
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Actuarial gain on post-employment benefit obligations |
|
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|
- |
|
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- |
|
|
|
- |
|
|
|
- |
|
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- |
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- |
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|
- |
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|
- |
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||
Foreign currency translation differences |
|
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|
- |
|
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- |
|
|
|
- |
|
|
|
- |
|
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- |
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|
- |
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( |
) |
|
|
- |
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|
- |
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|
( |
) |
Total comprehensive loss for the period |
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- |
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- |
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|
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- |
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|
- |
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- |
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|
- |
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|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Share-based compensation expense |
|
7 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
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||
Issuance of ordinary shares related to registered direct offering |
|
4 |
|
|
|
|
|
|
|
|
- |
|
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|
- |
|
|
|
|
|
|
- |
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|
- |
|
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|
- |
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- |
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|
||||
Transaction costs related to the issuance of ordinary shares |
|
4 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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|
( |
) |
Vesting of earnout shares |
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- |
|
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- |
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|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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|
- |
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Issuance of shares to be held as treasury shares |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
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Warrants exercised |
|
9 |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Transaction costs related to warrants exercised |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Share-based awards settled in equity |
|
7 |
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|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
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|
|
( |
) |
|
|
- |
|
|
|
- |
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|
|
- |
|
|
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|
||||
Balance as of June 30, 2025 |
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|
( |
) |
|
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( |
) |
|
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|
( |
) |
|
|
( |
) |
|
|
( |
) |
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|
|
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 |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Non-cash adjustments: |
|
|
|
|
|
|
|
|
||
- Financial result |
|
|
|
|
|
|
|
( |
) |
|
- Depreciation of property and equipment and right-of-use assets |
|
|
|
|
|
|
|
|
||
- Share-based compensation expense |
|
7 |
|
|
|
|
|
|
||
- Post-employment (benefits)/loss |
|
|
|
|
|
|
|
( |
) |
|
- Fair value adjustment on warrant liabilities |
|
9 |
|
|
|
|
|
|
||
Working capital adjustments: |
|
|
|
|
|
|
|
|
||
- Decrease in other current assets |
|
6 |
|
|
|
|
|
|
||
- Increase in accrued income |
|
6 |
|
|
( |
) |
|
|
( |
) |
- (De)/Increase in payables and accrued liabilities |
|
10 |
|
|
( |
) |
|
|
|
|
- Decrease in other operating assets/liabilities |
|
|
|
|
( |
) |
|
|
( |
) |
- Decrease in long-term payables |
|
|
|
|
- |
|
|
|
( |
) |
Taxes paid |
|
|
|
|
( |
) |
|
|
( |
) |
Net cash outflow for operating activities |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Investing activities |
|
|
|
|
|
|
|
|
||
Payment for short-term financial assets, net |
|
8 |
|
|
( |
) |
|
|
( |
) |
Interest received |
|
|
|
|
|
|
|
|
||
Intangible assets acquisition cost |
|
|
|
|
( |
) |
|
|
- |
|
Payment for purchase of property and equipment |
|
|
|
|
( |
) |
|
|
( |
) |
Net cash outflow for investing activities |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Financing activities |
|
|
|
|
|
|
|
|
||
Proceeds from sale of ordinary shares |
|
4 |
|
|
|
|
|
|
||
Transaction costs related to the issuance of ordinary shares |
|
4 |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of warrants, net |
|
9 |
|
|
|
|
|
- |
|
|
Proceeds from stock options exercised |
|
8 |
|
|
|
|
|
|
||
Principal payment of lease obligations |
|
|
|
|
( |
) |
|
|
( |
) |
Interest paid |
|
|
|
|
( |
) |
|
|
( |
) |
Net cash inflow from financing activities |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Increase in cash and cash equivalents |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period |
|
8 |
|
|
|
|
|
|
||
Effect of foreign exchange rate changes |
|
|
|
|
( |
) |
|
|
|
|
Cash and cash equivalents, end of period |
|
8 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Net cash and cash equivalents variation |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Supplemental non-cash investing information |
|
|
|
|
|
|
|
|
||
Interest receivable recorded in other current assets |
|
|
|
|
|
|
|
|
||
Supplemental non-cash financing information |
|
|
|
|
|
|
|
|
||
Transaction costs recorded in accrued expenses and other payables |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
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)
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.
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.
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
8
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.
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
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.
During the three months ended June 30, 2024, the Company recorded a CHF
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.
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.
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
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 |
|
|
General and administrative |
|
|
Total operating |
|
|||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||
Personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Payroll |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External service providers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the six months ended June 30, |
|
|||||||||||||||||||||
|
|
Research and development |
|
|
General and administrative |
|
|
Total operating |
|
|||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||||
Personnel expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Payroll |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
External service providers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Depreciation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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.
The table below shows the breakdown of other current assets by category:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Prepaid clinical and technical development expenses |
|
|
|
|
|
|
||
Prepaid general and administrative expenses |
|
|
|
|
|
|
||
VAT and other withholding tax receivable |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
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, |
|
|
|
|
|
|
||
Accrued income recognized during the period |
|
|
|
|
|
|
||
Foreign exchange revaluation |
|
|
|
|
|
|
||
Balance as of June 30, |
|
|
|
|
|
|
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
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
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) |
|
$ |
) |
|
$ |
) |
Range of expected volatilities (%) (2) |
|
|
|
|
||
Range of expected terms (years) (3) |
|
|
|
|
||
Range of risk-free interest rates (%)(4) |
|
|
|
|
||
Dividend yield (%) |
|
|
|
|
(1)
(2)
(3)
(4)
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, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Options granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Forfeited(1) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||
Exercised(1) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
||||
Outstanding as of June 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
The number of options and SARs that were exercisable at June 30, 2025 and 2024 were
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 to
|
|
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 |
|
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
RSUs granted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
RSUs vested/released |
|
|
( |
) |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Outstanding as of June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense
The total share-based compensation expense recognized in the statement of loss amounted to CHF
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
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
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 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
US Dollar |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Euro |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Iceland Krona |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Other |
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
||
Total |
|
|
|
|
|
|
|
|
|
|
|
|
Short-term financial assets consist of fixed term bank deposits with maturities between and
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, |
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||||
Issuance of warrants |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Fair value (gain)/loss on warrant liability |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
||||
Exercise of public and private warrants |
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
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- |
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- |
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Balance as of June 30, |
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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
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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:
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June 30, 2025 |
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December 31, 2024 |
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Share price on valuation date |
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$ |
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$ |
) |
Expected volatility (%) (1) |
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Expected term (years) (2) |
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Risk-free interest rate (%) (3) |
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Dividend yield (%) |
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(1)
(2)
(4)
For the three and six months ended June 30, 2025, the Company recognized fair value losses of CHF
The movement of the warrant liability during the six months ended June 30, 2025 and 2024 is illustrated below:
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2025 |
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2024 |
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in CHF thousands (except number of warrants) |
Warrant |
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Number of |
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Warrant |
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Number of |
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Balance as of January 1, |
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Issuance of warrants |
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- |
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- |
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Fair value (gain)/loss on warrant liability |
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- |
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- |
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Exercise of public and private warrants |
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( |
) |
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( |
) |
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- |
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- |
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Balance as of June 30, |
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The table below shows the breakdown of the accrued expenses and other payables by category:
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As of June 30, 2025 |
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As of December 31, 2024 |
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Product development related expenses |
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Personnel related expenses |
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General and administration related expenses |
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Other payables |
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Total |
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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.
As of June 30, 2025 the Company had
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For the three months ended June 30, |
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For the six months ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Net loss for the period attributable to Oculis shareholders, in CHF thousands |
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( |
) |
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( |
) |
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( |
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( |
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Loss per share |
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Weighted-average number of shares used to compute basic and diluted loss per share |
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Basic and diluted net loss per share for the period, in CHF |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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:
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As of June 30, 2025 |
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As of June 30, 2024 |
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Share options issued and outstanding |
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Earnout options |
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Share and earnout options issued and outstanding |
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Restricted stock units subject to future vesting |
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Restricted shares subject to repurchase |
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- |
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Earnout shares |
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Public warrants |
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Private warrants |
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Blackrock Warrant |
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Total |
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Key management, including the Board of Directors and the executive management team, compensation were:
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For the three months ended June 30, |
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For the six months ended June 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Salaries, cash compensation and other short-term benefits |
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Pension |
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Share-based compensation expense |
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Total |
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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
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
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
14