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 March 31, 2026 and December 31, 2025

 

3

Statements of Loss for the three months ended March 31, 2026 and 2025

4

Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025

5

Statements of Changes in Equity for the three months ended March 31, 2026 and 2025

6

Statements of Cash Flows for the three months ended March 31, 2026 and 2025

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 March 31,

 

 

As of December 31,

 

 

 

Note

 

2026

 

 

2025

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Property and equipment

 

 

 

 

503

 

 

 

534

 

Intangible assets

 

 

 

 

13,292

 

 

 

13,292

 

Right-of-use assets

 

 

 

 

2,365

 

 

 

2,463

 

Other non-current assets

 

 

 

 

796

 

 

 

785

 

Total non-current assets

 

 

 

 

16,956

 

 

 

17,074

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Other current assets

 

6

 

 

3,801

 

 

 

4,883

 

Accrued income

 

6

 

 

1,202

 

 

 

993

 

Short-term financial assets

 

8

 

 

157,470

 

 

 

131,684

 

Cash and cash equivalents

 

8

 

 

64,564

 

 

 

81,329

 

Total current assets

 

 

 

 

227,037

 

 

 

218,889

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

243,993

 

 

 

235,963

 

 

 

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

Share capital

 

 

 

 

620

 

 

 

587

 

Share premium

 

 

 

 

579,217

 

 

 

551,731

 

Reserve for share-based payment

 

7

 

 

32,577

 

 

 

30,387

 

Actuarial loss on post-employment benefit obligations

 

 

 

 

(1,928

)

 

 

(1,634

)

Treasury shares

 

4

 

 

(17

)

 

 

(7

)

Cumulative translation adjustments

 

 

 

 

(455

)

 

 

(480

)

Accumulated losses

 

 

 

 

(413,366

)

 

 

(384,514

)

Total equity

 

 

 

 

196,648

 

 

 

196,070

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Long-term lease liabilities

 

 

 

 

1,832

 

 

 

1,811

 

Defined benefit pension liabilities

 

 

 

 

1,650

 

 

 

1,335

 

Total non-current liabilities

 

 

 

 

3,482

 

 

 

3,146

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

 

 

 

 

4,496

 

 

 

1,800

 

Accrued expenses and other payables

 

10

 

 

18,410

 

 

 

19,967

 

Short-term lease liabilities

 

 

 

 

416

 

 

 

502

 

Warrant liabilities

 

9

 

 

20,541

 

 

 

14,478

 

Total current liabilities

 

 

 

 

43,863

 

 

 

36,747

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

47,345

 

 

 

39,893

 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

 

 

 

243,993

 

 

 

235,963

 

 

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 March 31,

 

 

 

Note

 

2026

 

 

2025

 

Grant income

 

 

 

 

209

 

 

 

285

 

Operating income

 

 

 

 

209

 

 

 

285

 

Research and development expenses

 

5

 

 

(14,046

)

 

 

(14,771

)

General and administrative expenses

 

5

 

 

(7,891

)

 

 

(5,488

)

Operating expenses

 

 

 

 

(21,937

)

 

 

(20,259

)

 

 

 

 

 

 

 

 

 

Operating loss

 

 

 

 

(21,728

)

 

 

(19,974

)

 

 

 

 

 

 

 

 

 

Finance income

 

 

 

 

367

 

 

 

493

 

Finance expense

 

 

 

 

(173

)

 

 

(247

)

Fair value adjustment on warrant liabilities

 

9

 

 

(7,983

)

 

 

(11,911

)

Foreign currency exchange gain (loss)

 

2.(D)

 

 

567

 

 

 

(1,567

)

Finance result

 

 

 

 

(7,222

)

 

 

(13,232

)

 

 

 

 

 

 

 

 

 

Loss before tax for the period

 

 

 

 

(28,950

)

 

 

(33,206

)

 

 

 

 

 

 

 

 

 

Income tax benefit (expense)

 

 

 

 

98

 

 

 

(7

)

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

 

(28,852

)

 

 

(33,213

)

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

Basic and diluted loss attributable to equity holders

 

11

 

 

(0.49

)

 

 

(0.69

)

 

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 March 31,

 

 

 

2026

 

 

2025

 

Loss for the period

 

 

(28,852

)

 

 

(33,213

)

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

Items that will not be reclassified to Statements of Loss:

 

 

 

 

 

 

Actuarial gain (loss) of defined benefit plans

 

 

(294

)

 

 

587

 

Items that may be reclassified subsequently to loss:

 

 

 

 

 

 

Foreign currency translation differences

 

 

25

 

 

 

(39

)

Other comprehensive income (loss) for the period

 

 

(269

)

 

 

548

 

 

 

 

 

 

 

 

Total comprehensive loss for the period

 

 

(29,121

)

 

 

(32,665

)

 

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 gain (loss) on post-employment benefit obligations

 

 

Accumulated losses

 

 

Total

 

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

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(33,213

)

 

 

(33,213

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial gain on post-employment benefit obligations

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

587

 

 

 

-

 

 

 

587

 

Foreign currency translation differences

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(39

)

 

 

-

 

 

 

-

 

 

 

(39

)

Total comprehensive income (loss) for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(39

)

 

 

587

 

 

 

(33,213

)

 

 

(32,665

)

Share-based compensation expense

 

7

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,630

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,630

 

Issuance of ordinary shares related to underwritten offering

 

 

 

 

5,000,000

 

 

 

50

 

 

 

-

 

 

 

-

 

 

 

90,177

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

90,227

 

Transaction costs related to issuance of ordinary shares

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,982

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(6,982

)

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

 

7

 

 

1,806,297

 

 

 

18

 

 

 

-

 

 

 

-

 

 

 

35,701

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

35,719

 

Stock options exercised and RSUs vested/released

 

7

 

 

169,078

 

 

 

2

 

 

 

-

 

 

 

-

 

 

 

362

 

 

 

(50

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

314

 

Balance as of March 31, 2025

 

 

 

 

55,560,500

 

 

 

555

 

 

 

(3,500,000

)

 

 

(35

)

 

 

464,190

 

 

 

18,642

 

 

 

(310

)

 

 

(1,646

)

 

 

(318,770

)

 

 

162,626

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2026

 

 

 

 

58,688,141

 

 

 

587

 

 

 

(703,703

)

 

 

(7

)

 

 

551,731

 

 

 

30,387

 

 

 

(480

)

 

 

(1,634

)

 

 

(384,514

)

 

 

196,070

 

Loss for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(28,852

)

 

 

(28,852

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial loss on post-employment benefit obligations

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(294

)

 

 

-

 

 

 

(294

)

Foreign currency translation differences

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25

 

 

 

-

 

 

 

-

 

 

 

25

 

Total comprehensive loss for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

25

 

 

 

(294

)

 

 

(28,852

)

 

 

(29,121

)

Share-based compensation expense

 

7

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,001

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,001

 

Issuance of ordinary shares pursuant to ATM program

 

4

 

 

-

 

 

 

-

 

 

 

1,050,000

 

 

 

10

 

 

 

22,367

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

22,377

 

Transaction costs related to the issuance of ordinary shares

 

4

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,365

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,365

)

Vesting of earnout shares

 

 

 

 

948,549

 

 

 

9

 

 

 

-

 

 

 

-

 

 

 

(9

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Issuance of shares to be held as treasury shares

 

4

 

 

2,000,000

 

 

 

20

 

 

 

(2,000,000

)

 

 

(20

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Warrants exercised

 

9

 

 

147,821

 

 

 

1

 

 

 

-

 

 

 

-

 

 

 

3,204

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,205

 

Stock options exercised and RSUs vested/released

 

7

 

 

257,265

 

 

 

3

 

 

 

-

 

 

 

-

 

 

 

3,289

 

 

 

(2,811

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

481

 

Balance as of March 31, 2026

 

 

 

 

62,041,776

 

 

 

620

 

 

 

(1,653,703

)

 

 

(17

)

 

 

579,217

 

 

 

32,577

 

 

 

(455

)

 

 

(1,928

)

 

 

(413,366

)

 

 

196,648

 

 

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 three months ended March 31,

 

 

 

Note

 

2026

 

 

2025

 

Operating activities

 

 

 

 

 

 

 

 

Loss before tax for the period

 

 

 

 

(28,950

)

 

 

(33,206

)

 

 

 

 

 

 

 

 

 

Non-cash adjustments:

 

 

 

 

 

 

 

- Financial result

 

 

 

 

(879

)

 

 

215

 

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

 

 

 

 

154

 

 

 

123

 

- Share-based compensation expense

 

7

 

 

5,001

 

 

 

2,630

 

- Post-employment loss

 

 

 

 

15

 

 

 

20

 

- Fair value adjustment on warrant liabilities

 

9

 

 

7,983

 

 

 

11,911

 

Working capital adjustments:

 

 

 

 

 

 

 

 

- De/(In)crease in other current assets

 

6

 

 

675

 

 

 

(8

)

- Increase in accrued income

 

6

 

 

(209

)

 

 

(301

)

- (De)/Increase in payables and accrued liabilities

 

10

 

 

881

 

 

 

(301

)

- Decrease in other operating assets

 

 

 

 

(1

)

 

 

(32

)

Taxes paid

 

 

 

 

(7

)

 

 

(14

)

Net cash outflow for operating activities

 

 

 

 

(15,337

)

 

 

(18,963

)

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

 

Payment for short-term financial assets, net

 

8

 

 

(25,682

)

 

 

(50,605

)

Interest received

 

 

 

 

173

 

 

 

200

 

Payment for intangible assets

 

 

 

 

-

 

 

 

(1,087

)

Payment for purchase of property and equipment

 

 

 

 

(7

)

 

 

(13

)

Net cash outflow for investing activities

 

 

 

 

(25,516

)

 

 

(51,505

)

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

 

Proceeds from sale of shares in public offerings

 

4

 

 

22,377

 

 

 

90,227

 

Transaction costs related to financing activities

 

4

 

 

(392

)

 

 

(5,528

)

Proceeds from exercise of warrants, net

 

9

 

 

1,272

 

 

 

18,918

 

Proceeds from stock options exercised

 

8

 

 

481

 

 

 

314

 

Principal payment of lease obligations

 

 

 

 

(102

)

 

 

(88

)

Interest paid

 

 

 

 

(33

)

 

 

(12

)

Net cash inflow from financing activities

 

 

 

 

23,603

 

 

 

103,831

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

 

 

(17,250

)

 

 

33,363

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

8

 

 

81,329

 

 

 

27,708

 

Effect of foreign exchange rate changes

 

 

 

 

485

 

 

 

(1,198

)

Cash and cash equivalents, end of period

 

8

 

 

64,564

 

 

 

59,873

 

 

 

 

 

 

 

 

 

 

Net cash and cash equivalents variation

 

 

 

 

(17,250

)

 

 

33,363

 

 

 

 

 

 

 

 

 

 

Supplemental non-cash investing information

 

 

 

 

 

 

 

 

Interest receivable recorded in other current assets

 

 

 

 

194

 

 

 

293

 

Supplemental non-cash financing information

 

 

 

 

 

 

 

 

Transaction costs recorded in accrued expenses and other payables

 

 

 

 

1,172

 

 

 

1,506

 

 

 

 

 

 

 

 

 

 

 

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 seven 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 focused on breakthrough innovations to address significant unmet medical needs in neuro-ophthalmology and ophthalmology. Oculis’ highly differentiated late-stage clinical pipeline includes three core product candidates: OCS-01, an eye drop in pivotal registration studies, aiming to become the first non-invasive topical treatment for diabetic macular edema (DME); Licaminlimab, a novel, topical anti-TNFα in registrational trial, which is being developed with a genotype-based approach to drive precision medicine in dry eye disease (DED), and Privosegtor, a breakthrough neuroprotective candidate in the PIONEER program which consists of studies intended to support registration plans for treatment in optic neuropathies like optic neuritis (ON) and non-arteritic anterior ischemic optic neuropathy (NAION), with potentially broad clinical applications in various other neuro-ophthalmic and neurological diseases.

 

The Audit Committee of the Board of Directors approved the issuance of the unaudited interim condensed consolidated financial statements on May 8, 2026.

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, including the substantial uncertainty as to whether current projects will succeed. The Company’s success may depend in part upon its ability to (i) establish and maintain a strong patent position and protection; (ii) enter into collaborations with partners in the biotech and pharmaceutical industry; (iii) successfully move its product candidates through preclinical and clinical development; (iv) successfully obtain regulatory approval and commercialize its products; and (v) attract and retain key personnel. The Company’s success is subject to its ability to raise capital to support its current and future operations. To date, the Company has financed its cash requirements primarily through the sale of equity shares. The Company will continue to evaluate additional funding through public or private financings, debt financing or collaboration agreements. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. If the Company is unable to raise additional capital when required or on acceptable terms, it may have to (i) significantly delay, scale back or discontinue the development of one or more of its product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to product candidates that the Company would otherwise seek to develop itself, on unfavorable terms.

(B)
Material accounting policies

 

Due to their short-term nature, the carrying value of cash and cash equivalents, short-term financial assets, other current assets excluding prepaid expenses, accrued income, lease liabilities, trade payables, accrued expenses and other payables approximates their fair value. There have been no material changes to the accounting policies that were applied by the Company in its audited consolidated financial statements as of and for the year ended December 31, 2025, included in Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2026 and available at www.sec.gov.

(C)
Statement of compliance

These unaudited condensed consolidated interim financial statements as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, have been prepared in accordance with International Accounting Standard (“IAS”), IAS 34 - Interim Financial Reporting. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). In the opinion of the Company, the accompanying unaudited condensed consolidated interim financial statements present a fair statement of its financial information for the interim periods reported.

 

(D)
Functional currency

 

The unaudited condensed consolidated interim financial statements of the Group are expressed in Swiss Francs (“CHF”), which is the Company’s functional and the Group’s presentation currency. The functional currency of the Company’s subsidiaries is the local currency except for Oculis ehf, the Company’s Icelandic subsidiary, whose functional currency is CHF. Included in the Company’s finance result is foreign currency exchange gain of CHF 0.6 million and loss of CHF 1.6 million for the three months ended March 31, 2026 and 2025, respectively, arising from favorable and unfavorable fluctuations, respectively, of the U.S. dollar and Euro against the Swiss Franc, impacting the valuation of the Company’s cash and short-term financial assets balances and U.S. dollar denominated transactions and assets.

 

8


 

Assets and liabilities of foreign operations are translated into CHF at the rate of exchange prevailing at the reporting date and their statements of profit or loss are translated at average monthly exchange rates. The exchange differences arising on translation for consolidation are recognized in other comprehensive income.

3.
SUMMARY OF MATERIAL ACCOUNTING POLICIES, CRITICAL JUDGMENTS AND ACCOUNTING ESTIMATES
(A)
Critical judgments and accounting estimates

In preparing these unaudited condensed consolidated interim financial statements, the critical accounting estimates, assumptions and judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those applied and discussed in the audited consolidated financial statements for the year ended December 31, 2025.

(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, 2026, that have a material impact in the interim period. In April 2024, the IASB issued IFRS 18, Presentation and Disclosure in Financial Statements. The standard, which will replace IAS 1, impacts the presentation of primary financial statements and notes, including the statement of profit and loss where companies will be required to present separate categories of income and expense for operating, investing, and financing activities with prescribed subtotals for each new category. It also requires disclosure of management defined performance measures, if applicable, and includes new requirements for aggregation and disaggregation of financial information. The standard is effective for annual reporting periods beginning on or after January 1, 2027, and requires retrospective application. While IFRS 18 will not change recognition criteria or measurement bases, it may impact the presentation of information in the financial statements, in particular the profit and loss statement. Based on current analysis, the impact on the consolidated financial statements is expected to be limited to presentation and disclosure changes. At this stage, other quantitative effects cannot yet be reliably estimated.

 

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, 2025, filed with the SEC on March 4, 2026.

During the three months ended March 31, 2026, in connection with the ATM Program, the Company issued 2,000,000 ordinary shares out of its existing capital band with a nominal value of CHF 0.01 held as treasury shares. The Company sold 1,050,000 ordinary shares under the Company’s existing at-the-market offering program (the “ATM Program”) for gross proceeds of CHF 22.4 million, or $28.8 million. The Company had CHF 1.3 million of transaction costs that were offset against the proceeds and have been recorded as a reduction of share premium during the first quarter of 2026.

 

On November 3, 2025, the Company closed offerings of an aggregate of 5,432,098 ordinary shares at a price of $20.25 (CHF 16.33) per share for total gross proceeds of $110.0 million (CHF 88.7 million) before deducting underwriting discounts and commissions and offering expenses. The Company issued 2,635,801 shares out of the Company’s existing capital band and 2,796,297 shares previously held in treasury.

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 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. Pursuant to the Amended Loan Agreement, the Company is subject to a non-utilization fee of 0.75% per annum of any undrawn amount under tranches 1 and 2. Additionally, to the extent Loan 1 has not been drawn prior to its expiry date, an additional one-time fee of the EUR equivalent of CHF 2.6 million shall be payable, subject to certain conditions. No amounts were drawn under the Amended Loan Agreement during the three months ended March 31, 2026 and 2025.

In conjunction with the Loan, the Company entered into an amended warrant (the “Amended BlackRock Warrant”) with Kreos Capital VII Aggregator SCSp, an affiliate of the Lender (the “Holder”), under which the Holder can purchase up to 494,259 of the Company’s ordinary shares, at a price per ordinary share equal to $12.17 (CHF 9.73) with respect to 361,011 shares from the prior warrant agreement, and $18.64 (CHF 14.91) with respect to the remaining 133,248 shares. At signing, the Amended BlackRock Warrant was immediately exercisable for 59,310 ordinary shares. Following the drawdown of each of Loans 1, 2 and 3, the Amended BlackRock Warrant will become exercisable for additional amounts of ordinary shares ratably based on the amounts of Loans 1, 2 and 3 that are drawn. The Amended BlackRock Warrant had not been exercised in part or in full as of March 31, 2026.

In February 2025, the Company closed an underwritten follow-on offering of 5,000,000 ordinary shares at a price of $20.00 (CHF 18.05) per share, for total gross proceeds of $100.0 million (CHF 90.2 million). In connection with this offering, the Company incurred $7.5 million (CHF 6.8 million) of transaction costs during the three months ended March 31, 2025 that are presented as a reduction of share premium within the statement of changes in equity.

5.
OPERATING EXPENSES

 

Operating expenses

 

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

 

9


 

 

 

For the three months ended March 31,

 

 

 

Research and development
expenses

 

 

General and administrative
expenses

 

 

Total operating
expenses

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Personnel expenses

 

 

5,379

 

 

 

4,349

 

 

 

4,652

 

 

 

2,857

 

 

 

10,031

 

 

 

7,206

 

Payroll and related expenses

 

 

2,706

 

 

 

2,448

 

 

 

2,324

 

 

 

2,128

 

 

 

5,030

 

 

 

4,576

 

Share-based compensation

 

 

2,673

 

 

 

1,901

 

 

 

2,328

 

 

 

729

 

 

 

5,001

 

 

 

2,630

 

Other operating expenses

 

 

8,667

 

 

 

10,422

 

 

 

3,239

 

 

 

2,631

 

 

 

11,906

 

 

 

13,053

 

External service providers

 

 

8,142

 

 

 

10,187

 

 

 

2,530

 

 

 

2,068

 

 

 

10,672

 

 

 

12,255

 

Other operating expenses

 

 

435

 

 

 

159

 

 

 

645

 

 

 

516

 

 

 

1,080

 

 

 

675

 

Depreciation expense

 

 

90

 

 

 

76

 

 

 

64

 

 

 

47

 

 

 

154

 

 

 

123

 

Total operating expenses

 

 

14,046

 

 

 

14,771

 

 

 

7,891

 

 

 

5,488

 

 

 

21,937

 

 

 

20,259

 

 

Total operating expenses increased for the three months ended March 31, 2026 compared to the prior year period. The increase was driven by a CHF 2.4 million increase in general and administrative expense, partially offset by a CHF 0.7 million decrease in research and development expense period over period.

 

The increase in general and administrative costs was primarily driven by personnel costs, specifically share-based compensation expense due to increased headcount and increased grant value for awards granted during the three months ended March 31, 2026 as compared to the same period in the prior year. The decrease in research and development expenses was primarily due to a decrease in external service provider expense driven by the DIAMOND-1 and DIAMOND-2 trials of OCS-01 in DME, which are approaching topline readout in June 2026.

 

6.
OTHER CURRENT ASSETS AND ACCRUED INCOME

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

 

 

 

As of March 31, 2026

 

 

As of December 31, 2025

 

Prepaid clinical and technical development expenses

 

 

1,778

 

 

 

1,590

 

Prepaid general and administrative expenses

 

 

1,649

 

 

 

2,492

 

VAT, withholding tax and interest receivables

 

 

374

 

 

 

801

 

Total

 

 

3,801

 

 

 

4,883

 

 

The decrease in prepaid general and administrative expenses as of March 31, 2026 compared to prior year end was due to capitalized transaction costs associated with the Company’s ATM Program that were recorded as a reduction of share premium as a result of the ATM sale during the three months ended March 31, 2026.

 

The table below shows the movement of accrued income for the three months ended March 31, 2026 and 2025:

 

 

 

2026

 

 

2025

 

Balance as of January 1,

 

 

993

 

 

 

629

 

Accrued income recognized during the period

 

 

209

 

 

 

285

 

Foreign exchange revaluation

 

 

-

 

 

 

16

 

Balance as of March 31,

 

 

1,202

 

 

 

930

 

 

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 Center for Research (Rannís).

7.
SHARE-BASED COMPENSATION

2023 Employee Stock Option and Incentive Plan

On March 2, 2023, the Company adopted the 2023 Employee Stock Option and Incentive Plan (“2023 ESOP”) which allows for the grant of equity incentives, including share-based options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”) and other awards. The 2023 ESOP lays out the details for the equity incentives for talent acquisition and retention purposes. Each grant of share-based options made under the 2023 ESOP entitles the grantee to acquire ordinary shares with payment of the exercise price in cash. The Company intends to settle any options, RSUs and SARs granted only in ordinary shares.

Option awards and SARs

The fair value of option awards and SARs is determined using the Black-Scholes option-pricing model. The weighted average grant date fair value for options and SARs granted during the three months ended March 31, 2026 was CHF 14.56 or $18.58 per share. The weighted average grant date fair value for options and SARs granted during the three months ended March 31, 2025 was CHF 13.02 or $14.48 per share.

10


 

The following assumptions were used in the Black-Scholes option pricing model for determining the value of options and SARs granted during the three months ended March 31, 2026 and 2025:

 

 

 

For the three months ended March 31,

 



 

2026

 

 

2025

 

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

 

$27.28 (CHF 21.38

)

 

$18.71 (CHF 16.82

)

Range of expected volatilities (%)(2)

 

73.00 - 86.38

 

 

90.50

 

Range of expected terms (years)(3)

 

5.50 - 6.25

 

 

6.25

 

Range of risk-free interest rates (%)(4)

 

3.75 - 4.08

 

 

4.06 - 4.14

 

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 the Company, as well as 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 three months ended March 31, 2026 and 2025:

 

 

 

2026

 

2025

 

 

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,

 

 

5,163,946

 

 

 

8.32

 

 

2028 - 2035

 

 

4,687,054

 

 

 

6.82

 

 

2028 - 2034

Options granted

 

 

934,230

 

 

 

21.38

 

 

2036

 

 

973,931

 

 

 

16.82

 

 

2035

Forfeited(1)

 

 

(34,188

)

 

 

12.56

 

 

2033 - 2035

 

 

(278,821

)

 

 

10.94

 

 

2033 - 2034

Exercised(1)

 

 

(51,250

)

 

 

9.50

 

 

2033 - 2034

 

 

(164,363

)

 

 

1.88

 

 

2033

Outstanding as of March 31,

 

 

6,012,738

 

 

 

9.91

 

 

2028 - 2036

 

 

5,217,801

 

 

 

8.76

 

 

2028 - 2035

 

(1) Forfeited amount includes earnout options forfeited during the three month periods ended March 31, 2026 and 2025. No SARs had been exercised or forfeited during the three months ended March 31, 2026 and 2025.

The number of options and SARs that were exercisable at March 31, 2026 and 2025 were 3,085,736 and 1,989,163, respectively. Excluding earnout options, which have an exercise price of CHF 0.01, options outstanding as of March 31, 2026 have exercise prices ranging from CHF 1.54 to CHF 22.75. The weighted average remaining contractual life of options and SARs outstanding as of March 31, 2026 and December 31, 2025 was seven 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 three months ended March 31, 2026 and 2025:

 

 

 

2026

 

2025

 

 

Number of awards

 

 

Weighted average grant date fair value (CHF)

 

 

Range of expiration dates

 

Number of awards

 

 

Weighted average grant date fair value (CHF)

 

 

Range of expiration dates

Outstanding as of January 1,

 

 

1,007,636

 

 

 

13.93

 

 

2034 - 2035

 

 

467,478

 

 

 

9.81

 

 

2034

RSUs granted

 

 

717,872

 

 

 

20.97

 

 

2036

 

 

594,524

 

 

 

16.82

 

 

2035

RSUs vested/released

 

 

(206,015

)

 

 

14.00

 

 

2034 - 2035

 

 

(4,715

)

 

 

10.73

 

 

2034

Outstanding as of March 31,

 

 

1,519,493

 

 

 

16.72

 

 

2034 - 2036

 

 

1,057,287

 

 

 

14.15

 

 

2034 - 2035

Share-based compensation expense

The total share-based compensation expense recognized in the statement of loss amounted to CHF 5.0 million for the three months ended March 31, 2026, including CHF 2.2 million recognized during the three months ended March 31, 2026 related to RSUs outstanding. Total share-based compensation recognized in the statement of loss was CHF 2.6 million for the three months ended March 31, 2025, including CHF 0.9 million recognized during the three months ended March 31, 2025 related to RSUs outstanding. The reserve for share-based payment increased from CHF 30.4 million as of December 31, 2025 to CHF 32.6 million as of March 31, 2026.

Earnout options

As a result of the Company’s 2023 business combination agreement with European Biotech Acquisition Corp (“BCA”), certain pre-BCA Oculis equity holders received consideration in the form of 3,793,995 earnout shares and 369,737 earnout options with an exercise price of CHF 0.01. Vesting of earnout shares and options was based on the achievement of post-acquisition-closing volume weighted average share price targets of

11


 

Oculis of $15.00, $20.00 and $25.00, 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 price targets of $15.00, $20.00 and $25.00 were met in November 2024, February 2025 and February 2026, respectively, resulting in an aggregate of 3,793,995 earnout shares vesting and certain earnout options becoming exercisable. As of March 31, 2026, 215,986 earnout options were 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 March 31, 2026

 

 

As of December 31, 2025

 

 

As of March 31, 2026

 

 

As of December 31, 2025

 

Swiss Franc

 

 

12,409

 

 

 

45,716

 

 

 

143,000

 

 

 

126,000

 

US Dollar

 

 

49,004

 

 

 

33,766

 

 

 

1,040

 

 

 

1,031

 

Euro

 

 

2,538

 

 

 

539

 

 

 

9,202

 

 

 

4,653

 

Iceland Krona

 

 

242

 

 

 

440

 

 

 

-

 

 

 

-

 

Other

 

 

371

 

 

 

868

 

 

 

4,228

 

 

 

-

 

Total

 

 

64,564

 

 

 

81,329

 

 

 

157,470

 

 

 

131,684

 

 

Cash and cash equivalents consist primarily of cash balances held at commercial banks. 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 March 31, 2026 and 2025:

 

 

2026

 

 

2025

 

 

BCA Warrants

 

 

Amended BlackRock Warrant

 

 

Total Warrant Liabilities

 

 

BCA Warrants

 

 

BlackRock Warrant

 

 

Total Warrant Liabilities

 

Balance as of January 1,

 

13,881

 

 

 

597

 

 

 

14,478

 

 

 

19,390

 

 

 

461

 

 

 

19,851

 

Fair value loss on warrant liability

 

7,771

 

 

 

212

 

 

 

7,983

 

 

 

11,867

 

 

 

44

 

 

 

11,911

 

Exercise of public and private warrants

 

(1,920

)

 

 

-

 

 

 

(1,920

)

 

 

(16,825

)

 

 

-

 

 

 

(16,825

)

Balance as of March 31,

 

19,732

 

 

 

809

 

 

 

20,541

 

 

 

14,432

 

 

 

505

 

 

 

14,937

 

 

The BCA warrants represent public and private placement warrants assumed from European Biotech Acquisition Corp. as part of the BCA (“BCA Warrants”). The fair value of the public BCA Warrants, which are traded on Nasdaq, is based on the quoted Nasdaq market prices at the end of the reporting period for such warrants. Since the private placement BCA Warrants have identical terms to the public BCA Warrants, the Company determined that the fair value of each private placement BCA Warrant is equivalent to that of each public BCA Warrant. The public BCA Warrants are included in Level 1 and the private placement BCA Warrants in Level 2 of the fair value hierarchy. BCA Warrants are classified as short-term liabilities given that the Company cannot defer the settlement for at least 12 months.

The Company’s Amended BlackRock Warrant, described in Note 4, is classified as a liability because its exercise prices are fixed in USD, which is not the functional currency of the Company and therefore it does not meet the requirements to be classified as equity under IFRS. The fair value of the Amended BlackRock Warrant is determined using the Black-Scholes option-pricing model and is included in Level 3 of the fair value hierarchy.

 

The following assumptions were used in the Black-Scholes option-pricing model for determining the fair value of the Amended BlackRock Warrant as of March 31, 2026 and December 31, 2025:

 

 

 

March 31, 2026

 

December 31, 2025

Share price on valuation date

 

$26.59 (CHF 21.27

)

 

$19.97 (CHF 15.83

)

Range of expected volatility (%)(1)

 

67.97 - 68.26

 

 

82.52 - 85.13

 

Range of expected term (years)(2)

 

2.58 - 3.17

 

 

2.71 - 3.29

 

Range of risk-free interest rate (%)(3)

 

3.80 - 3.82

 

 

3.53 - 3.58

 

Dividend yield (%)

 

0.00

 

 

0.00

 

(1) The expected volatility was derived from the historical stock volatilities of the Company, as well as comparable peer public companies within the Company’s industry.

(2) The expected term represents the period that the Amended 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 months ended March 31, 2026 and 2025 the Company recognized fair value losses of CHF 8.0 million and CHF 11.9 million, respectively, which were directly attributable to the increasing market price of outstanding public warrants during the periods.

 

12


 

In the event of exercise, warrant liabilities are reduced by the fair value on the date of exercise. The resulting fair value adjustment and cash received are recorded to share premium within the Statements of Changes in Equity. The movement of the warrant liability during the three months ended March 31, 2026 and 2025 is illustrated below:

 

 

2026

 

 

2025

 

 

Warrant
liabilities

 

 

Number of
outstanding
warrants

 

 

Warrant
liabilities

 

 

Number of
outstanding
warrants

 

Balance as of January 1,

 

14,478

 

 

 

2,104,906

 

 

 

19,851

 

 

 

4,018,384

 

Fair value loss on warrant liability

 

7,983

 

 

 

-

 

 

 

11,911

 

 

 

-

 

Exercise of public and private warrants

 

(1,920

)

 

 

(147,821

)

 

 

(16,825

)

 

 

(1,806,297

)

Balance as of March 31,

 

20,541

 

 

 

1,957,085

 

 

 

14,937

 

 

 

2,212,087

 

 

10.
ACCRUED EXPENSES AND OTHER PAYABLES

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

 

 

 

As of March 31, 2026

 

 

As of December 31, 2025

 

Product development related expenses

 

 

12,064

 

 

 

13,156

 

Personnel related expenses

 

 

3,400

 

 

 

4,491

 

General and administration related expenses

 

 

1,798

 

 

 

1,385

 

Other payables

 

 

1,148

 

 

 

935

 

Total

 

 

18,410

 

 

 

19,967

 

 

The decrease in accrued personnel related expenses during the quarter was primarily related to the payout of bonus amounts accrued as of December 31, 2025. The decrease in product development-related accrued expenses as of March 31, 2026 relative to the prior year-end primarily reflects the timing of invoices and advancements of clinical trials.

 

11.
LOSS PER SHARE

As of March 31, 2026 the Company had 60,388,073 ordinary shares issued and outstanding with a share price of $26.59 or CHF 21.27. The following table sets forth the loss per share calculations for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

 

 

For the three months ended March 31,

 

 

2026

 

 

2025

 

Net loss for the period attributable to Oculis shareholders

 

(28,852

)

 

 

(33,213

)

Loss per share

 

 

 

 

 

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

 

58,905,280

 

 

 

48,263,134

 

 

 

 

 

 

 

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

 

(0.49

)

 

 

(0.69

)

 

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 March 31, 2026

 

 

As of March 31, 2025

 

Share options issued and outstanding

 

5,795,740

 

 

 

4,989,191

 

Earnout options

 

216,998

 

 

 

228,610

 

Share and earnout options issued and outstanding

 

6,012,738

 

 

 

5,217,801

 

Restricted stock units subject to future vesting

 

1,519,493

 

 

 

1,057,287

 

Earnout shares

 

-

 

 

 

948,549

 

Public warrants

 

1,746,076

 

 

 

2,017,067

 

Private warrants

 

151,699

 

 

 

151,699

 

Amended Blackrock Warrant

 

59,310

 

 

 

43,321

 

Total

 

9,489,316

 

 

 

9,435,724

 

 

12.
RELATED PARTY DISCLOSURES

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

 

13


 

 

For the three months ended March 31,

 

 

2026

 

 

2025

 

Salaries, cash compensation and other short-term benefits

 

1,534

 

 

 

1,755

 

Pension

 

152

 

 

 

105

 

Share-based compensation expense

 

3,406

 

 

 

1,522

 

Total

 

5,092

 

 

 

3,382

 

 

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 increased from 9 to 10 for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. The number of individuals receiving compensation for service on the Board of Directors as reported in the table above was 4 for both periods presented.

13.
SUBSEQUENT EVENTS

 

There are no material subsequent events.

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