6-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

 

REPORT OF FOREIGN ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Month of May 2024

(Commission File No. 001-41636)

Oculis Holding AG

(Translation of registrant's name into English)

Bahnhofstrasse 7

CH-6300

Zug, Switzerland

(Address of registrant’s principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F Form 40-F

 

 


INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

 

On May 8, 2024, Oculis Holding AG (the “Registrant”) announced its unaudited results for the three months ended March 31, 2024, which are further described in the Registrant’s Unaudited Condensed Consolidated Interim Financial Statements, Management’s Discussion and Analysis of Financial Condition and Results of Operations and press release, copies of which are attached hereto as Exhibits 99.1, 99.2 and 99.3, respectively, and are incorporated by reference herein.

 

The information contained in this Form 6-K, including Exhibits 99.1 and 99.2 but excluding Exhibit 99.3, is hereby incorporated by reference into the Registrant’s Registration Statements on Form S-8 (File No. 333-271938) and Form F-3 (333-271063 and 333-278409).

 

 

EXHIBIT INDEX

Exhibit

Description

99.1

Unaudited Condensed Consolidated Interim Financial Statements for the Three Months Ended March 31, 2024

99.2

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

99.3

 

Press release dated May 8, 2024

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

 

 

 

 

 

OCULIS HOLDING AG

 

 

 

 

Date: May 8, 2024

 

By:

/s/ Sylvia Cheung

 

 

 

Sylvia Cheung

Chief Financial Officer

 


EX-99.1

Exhibit 99.1

 

 

 

https://cdn.kscope.io/0d0a94878c56f9b555489c48052a70e1-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, 2024 and December 31, 2023

 

3

Statements of Loss for the three months ended March 31, 2024 and 2023

4

Statements of Comprehensive Loss for the three months ended March 31, 2024 and 2023

5

Statements of Changes in Equity for the three months ended March 31, 2024 and 2023

6

Statements of Cash Flows for the three months ended March 31, 2024 and 2023

7

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

8

 

2


 

Oculis Holding AG, Zug

Unaudited Condensed Consolidated Interim Statements of Financial Position

(in CHF thousands)

 

 

 

 

 

As of March 31,

 

 

As of December 31,

 

 

 

Note

 

2024

 

 

2023

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

 

 

259

 

 

 

288

 

Intangible assets

 

6

 

 

12,206

 

 

 

12,206

 

Right-of-use assets

 

 

 

 

719

 

 

 

755

 

Other non-current assets

 

 

 

 

87

 

 

 

89

 

Total non-current assets

 

 

 

 

13,271

 

 

 

13,338

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Other current assets

 

8

 

 

4,371

 

 

 

8,488

 

Accrued income

 

8

 

 

1,138

 

 

 

876

 

Short-term financial assets

 

10

 

 

55,572

 

 

 

53,324

 

Cash and cash equivalents

 

10

 

 

24,361

 

 

 

38,327

 

Total current assets

 

 

 

 

85,442

 

 

 

101,015

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

 

98,713

 

 

 

114,353

 

 

 

 

 

 

 

 

 

 

EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

 

 

 

 

 

 

 

 

Share capital

 

 

 

 

367

 

 

 

366

 

Share premium

 

 

 

 

288,387

 

 

 

288,162

 

Reserve for share-based payment

 

9

 

 

7,520

 

 

 

6,379

 

Actuarial loss on post-employment benefit obligations

 

 

 

 

(1,072

)

 

 

(1,072

)

Cumulative translation adjustments

 

 

 

 

(296

)

 

 

(327

)

Accumulated losses

 

 

 

 

(215,873

)

 

 

(199,780

)

Total equity

 

 

 

 

79,033

 

 

 

93,728

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

Long-term lease liabilities

 

 

 

 

411

 

 

 

431

 

Long-term payables

 

 

 

 

378

 

 

 

378

 

Defined benefit pension liabilities

 

 

 

 

738

 

 

 

728

 

Total non-current liabilities

 

 

 

 

1,527

 

 

 

1,537

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Trade payables

 

 

 

 

1,174

 

 

 

7,596

 

Accrued expenses and other payables

 

12

 

 

8,358

 

 

 

5,948

 

Short-term lease liabilities

 

 

 

 

182

 

 

 

174

 

Warrant liabilities

 

11

 

 

8,439

 

 

 

5,370

 

Total current liabilities

 

 

 

 

18,153

 

 

 

19,088

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

 

 

19,680

 

 

 

20,625

 

 

 

 

 

 

 

 

 

 

TOTAL EQUITY AND LIABILITIES

 

 

 

 

98,713

 

 

 

114,353

 

 

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

 

 

 

 

3


 

Oculis Holding AG, Zug

Unaudited Condensed Consolidated Interim Statements of Loss

(in CHF thousands, except loss per share data)

 

 

 

 

 

For the three months ended March 31,

 

 

 

Note

 

2024

 

 

2023

 

Grant income

 

7. (A) / 8

 

 

222

 

 

 

229

 

Operating income

 

 

 

 

222

 

 

 

229

 

Research and development expenses

 

7. (B)

 

 

(10,856

)

 

 

(6,148

)

General and administrative expenses

 

7. (B)

 

 

(4,694

)

 

 

(4,042

)

Merger and listing expense

 

2 / 7. (B)

 

 

-

 

 

 

(34,863

)

Operating expenses

 

 

 

 

(15,550

)

 

 

(45,053

)

 

 

 

 

 

 

 

 

 

Operating loss

 

 

 

 

(15,328

)

 

 

(44,824

)

 

 

 

 

 

 

 

 

 

Finance income

 

7. (C)

 

 

581

 

 

 

33

 

Finance expense

 

7. (C)

 

 

(41

)

 

 

(1,279

)

Fair value adjustment on warrant liabilities

 

7. (C) / 11

 

 

(3,069

)

 

 

422

 

Foreign currency exchange gain (loss)

 

7. (C)

 

 

1,794

 

 

 

(243

)

Finance result

 

 

 

 

(735

)

 

 

(1,067

)

 

 

 

 

 

 

 

 

 

Loss before tax for the period

 

 

 

 

(16,063

)

 

 

(45,891

)

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

 

 

(30

)

 

 

(124

)

 

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

 

(16,093

)

 

 

(46,015

)

 

 

 

 

 

 

 

 

 

Loss per share:

 

 

 

 

 

 

 

 

Basic and diluted loss attributable to equity holders

 

15

 

 

(0.44

)

 

 

(3.57

)

 

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

4


 

Oculis Holding AG, Zug

Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss

(in CHF thousands)

 

 

 

 

For the three months ended March 31,

 

 

2024

 

2023

Loss for the period

 

(16,093)

 

(46,015)

 

 

 

 

 

Other comprehensive profit/(loss):

 

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

 

Actuarial gains/(losses) of defined benefit plans

 

-

 

(53)

Items that may be reclassified subsequently to profit or loss:

 

 

 

 

Foreign currency translation differences

 

31

 

(1,994)

Other comprehensive profit/(loss) for the period

 

31

 

(2,047)

 

 

 

 

 

Total comprehensive loss for the period

 

(16,062)

 

(48,062)

 

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

5


 

Oculis Holding AG, Zug

Unaudited Condensed Consolidated Interim Statements of Changes in Equity

(in CHF thousands, except share numbers)

 

 

 

Legacy Oculis share capital

 

 

Legacy Oculis treasury shares

 

 

 

Oculis share capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note

 

Shares

 

 

Share capital

 

 

Shares

 

 

Treasury shares

 

 

 

Shares

 

 

Share capital

 

 

Share premium

 

 

Reserve for share-based payment

 

 

Cumulative translation adjustment

 

 

Actuarial loss on post-employment benefit obligations

 

 

Accumulated losses

 

 

Total

 

Balance as of December 31, 2022 (as previously reported)

 

 

 

 

3,406,771

 

 

 

340

 

 

 

(100,000

)

 

 

(100

)

 

 

 

-

 

 

 

-

 

 

 

10,540

 

 

 

2,771

 

 

 

(300

)

 

 

(264

)

 

 

(110,978

)

 

 

(97,991

)

Retroactive application of the recapitalization due to the business combination

 

2

 

 

487,951

 

 

 

(301

)

 

 

(14,323

)

 

 

99

 

 

 

 

-

 

 

 

-

 

 

 

202

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Balance as of January 1, 2023 (effect of the recapitalization)

 

 

 

 

3,894,722

 

 

 

39

 

 

 

(114,323

)

 

 

(1

)

 

 

 

-

 

 

 

-

 

 

 

10,742

 

 

 

2,771

 

 

 

(300

)

 

 

(264

)

 

 

(110,978

)

 

 

(97,991

)

Loss for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(46,015

)

 

 

(46,015

)

Other comprehensive profit:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial gain on post-employment benefit obligations

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(53

)

 

 

-

 

 

 

(53

)

Foreign currency translation differences

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,994

)

 

 

-

 

 

 

-

 

 

 

(1,994

)

Total comprehensive loss for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,994

)

 

 

(53

)

 

 

(46,015

)

 

 

(48,062

)

Share-based compensation expense

 

9

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

145

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

145

 

Conversion of Legacy Oculis ordinary shares and treasury shares into Oculis ordinary shares

 

2

 

 

(3,894,722

)

 

 

(39

)

 

 

114,323

 

 

 

1

 

 

 

 

3,780,399

 

 

 

38

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Conversion of Legacy Oculis long-term financial debt into Oculis ordinary shares

 

2

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

16,496,603

 

 

 

165

 

 

 

124,637

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

124,802

 

Issuance of ordinary shares to PIPE investors

 

2

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

7,118,891

 

 

 

71

 

 

 

66,983

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

67,054

 

Issuance of ordinary shares under CLA

 

2

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

1,967,000

 

 

 

20

 

 

 

18,348

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

18,368

 

Issuance of ordinary shares to EBAC shareholders

 

2

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

3,370,480

 

 

 

33

 

 

 

35,492

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

35,525

 

Transaction costs related to the business combination

 

2

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

(4,997

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,997

)

Balance as of March 31, 2023

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

32,733,373

 

 

 

327

 

 

 

251,205

 

 

 

2,916

 

 

 

(2,294

)

 

 

(317

)

 

 

(156,993

)

 

 

94,844

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of January 1, 2024

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

36,649,705

 

 

 

366

 

 

 

288,162

 

 

 

6,379

 

 

 

(327

)

 

 

(1,072

)

 

 

(199,780

)

 

 

93,728

 

Loss for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(16,093

)

 

 

(16,093

)

Other comprehensive loss:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation differences

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

31

 

 

 

-

 

 

 

-

 

 

 

31

 

Total comprehensive loss for the period

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

31

 

 

 

-

 

 

 

(16,093

)

 

 

(16,062

)

Share-based compensation expense

 

9

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,141

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,141

 

Stock options exercised

 

9

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

90,590

 

 

 

1

 

 

 

225

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

226

 

Balance as of March 31, 2024

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

36,740,295

 

 

 

367

 

 

 

288,387

 

 

 

7,520

 

 

 

(296

)

 

 

(1,072

)

 

 

(215,873

)

 

 

79,033

 

 

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

6


 

Oculis Holding AG, Zug

Unaudited Condensed Consolidated Interim Statements of Cash Flows

 

(in CHF thousands)

 

 

 

 

 

For the three months ended March 31,

 

 

Note

 

2024

 

2023

Operating activities

 

 

 

 

 

 

Loss before tax for the period

 

 

 

(16,063)

 

(45,891)

 

 

 

 

 

 

 

Non-cash adjustments:

 

 

 

 

 

 

- Financial result

 

 

 

(1,695)

 

2,028

- Depreciation of property and equipment

 

 

 

29

 

35

- Depreciation of right-of-use assets

 

 

 

44

 

28

- Share-based compensation expense

 

9

 

1,141

 

145

- Interest expense on Series B and C preferred shares

 

 

 

-

 

1,266

- Interests on lease liabilities

 

 

 

9

 

10

- Post-employment (benefits)/loss

 

 

 

10

 

(37)

- Non-realized foreign exchange differences

 

 

 

24

 

54

- Fair value adjustment on warrant liabilities

 

11

 

3,069

 

(422)

- Merger and listing expense

 

2

 

-

 

34,863

Working capital adjustments:

 

 

 

 

 

 

- De/(Increase) in other current assets

 

8

 

4,135

 

94

- De/(Increase) in accrued income

 

8

 

(262)

 

(254)

- (De)/Increase in trade payables

 

 

 

(6,422)

 

(2,157)

- (De)/Increase in accrued expenses and other payables

 

12

 

2,271

 

(5,389)

- (De)/Increase in other operating assets/liabilities

 

 

 

-

 

(16)

 

 

 

 

 

 

 

Interest received

 

 

 

535

 

37

Interest paid

 

 

 

(10)

 

(13)

Taxes paid

 

 

 

(10)

 

-

Net cash outflow from operating activities

 

 

 

(13,195)

 

(15,619)

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

Payment for short-term financial assets, net

 

10

 

(2,047)

 

-

Net cash outflow from investing activities

 

 

 

(2,047)

 

-

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

Proceeds from the shares issued to PIPE investors

 

2

 

-

 

67,054

Proceeds from the shares issued to CLA investors

 

2

 

-

 

18,368

Proceeds from EBAC non-redeemed shareholders

 

2

 

-

 

12,014

Transaction costs related to the business combination

 

2

 

-

 

(2,139)

Proceeds from stock options exercised

 

9

 

226

 

-

Principal payment of lease obligation

 

 

 

(45)

 

(27)

Net cash inflow from financing activities

 

 

 

181

 

95,270

 

 

 

 

 

 

 

Increase/(Decrease) in cash and cash equivalents

 

 

 

(15,061)

 

79,651

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

10

 

38,327

 

19,786

Effect of foreign exchange rate changes

 

 

 

1,095

 

(2,985)

Cash and cash equivalents, end of period

 

10

 

24,361

 

96,452

 

 

 

 

 

 

 

Net cash and cash equivalents variation

 

 

 

(15,061)

 

79,651

 

 

 

 

 

 

 

Supplemental non-cash financing information

 

 

 

 

 

 

Transaction costs recorded in accrued expenses and other payables

 

 

 

435

 

2,624

 

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

7


 

Oculis Holding AG, Zug

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

 

 

1.
CORPORATE INFORMATION

 

Oculis Holding AG (“the Company” or “Oculis”) is a stock corporation (“Aktiengesellschaft”) with its registered office at Bahnhofstrasse 7, CH-6300, Zug, Switzerland. It was incorporated under the laws of Switzerland on October 31, 2022.

 

As of March 31, 2024, the Company controlled six wholly-owned subsidiaries: Oculis Operations GmbH (“Oculis Operations”) with its registered office in Lausanne, Switzerland, which was incorporated in Zug, Switzerland on December 27, 2022, Oculis ehf (“Oculis Iceland”), which was incorporated in Reykjavik, Iceland on October 28, 2003, Oculis France Sàrl (“Oculis France”) which was incorporated in Paris, France on March 27, 2020, Oculis US, Inc. (“Oculis US”) with its registered office in Newton MA, USA, which was incorporated in Delaware, USA, on May 26, 2020, Oculis HK, Limited (“Oculis HK”) which was incorporated in Hong Kong, China on June 1, 2021 and Oculis Merger Sub II Company (“Merger Sub 2”) which was incorporated in the Cayman Islands on January 3, 2023 and subsequently dissolved on April 18, 2024. The Company and its wholly-owned subsidiaries form the Oculis Group (the “Group”). Prior to the Business Combination (as defined in Note 2), Oculis SA (“Legacy Oculis”), which was incorporated in Lausanne, Switzerland on December 11, 2017, and its wholly-owned subsidiaries Oculis Iceland, Oculis France, Oculis US and Oculis HK, formed the Oculis group. On July 6, 2023, Legacy Oculis merged with and into Oculis Operations, and the separate corporate existence of Legacy Oculis ceased. Oculis Operations is the surviving company and remains a wholly-owned subsidiary of Oculis.

 

The purpose of the Company is the research, study, development, manufacture, promotion, sale and marketing of biopharmaceutical products and substances as well as the purchase, sale and exploitation of intellectual property rights, such as patents and licenses, in the field of ophthalmology. As a global biopharmaceutical company, Oculis is developing treatments to save sight and improve eye care with breakthrough innovations. The Company’s differentiated pipeline includes candidates for topical retinal treatments, topical biologics and disease modifying treatments.

2.
BUSINESS COMBINATION AND FINANCING ACTIVITIES

Business combination with European Biotech Acquisition Corp (“EBAC”)

On March 2, 2023, the Company consummated a business combination with EBAC (the “Business Combination”) pursuant to the Business Combination Agreement (“BCA”) between Legacy Oculis and EBAC dated as of October 17, 2022. The Company received gross proceeds of CHF 97.6 million or $103.7 million, comprising CHF 12.0 million or $12.8 million of cash held in EBAC’s trust account and CHF 85.6 million or $90.9 million from private placement (“PIPE”) investments and conversion of notes issued under Convertible Loan Agreements (“CLA”) into Oculis' ordinary shares. In connection with the Business Combination, Oculis was listed on the Nasdaq Global Market with the ticker symbol “OCS” for its ordinary shares and “OCSAW” for its public warrants.

PIPE and CLA financing in March 2023

In connection with the BCA, EBAC entered into subscription agreements with the PIPE investors for an aggregate of 7,118,891 shares of EBAC Class A ordinary shares at CHF 9.42 or $10.00 per share for aggregate gross proceeds of CHF 67.1 million or $71.2 million.

In connection with the BCA, Legacy Oculis and the investor parties thereto entered into CLAs pursuant to which the investor lenders granted Legacy Oculis a right to receive an interest free convertible loan with certain conversion rights with substantially the same terms as the PIPE investors. Following the mergers, Oculis assumed the CLAs and the lenders exercised their conversion rights in exchange for 1,967,000 ordinary shares at CHF 9.42 or $10.00 per share for aggregate gross proceeds of CHF 18.5 million or $19.7 million.

Together, the PIPE and CLA financing resulted in aggregate gross cash proceeds of CHF 85.6 million or $90.9 million to Oculis in exchange for 9,085,891 ordinary shares.

Merger and listing expense

The Business Combination was accounted for as a capital re-organization in the first quarter of 2023 within the scope of IFRS 2 Share-based Payment, as EBAC did not meet the definition of a business in accordance with IFRS 3 Business Combinations. Any excess of the fair value of the Company’s shares issued over the fair value of EBAC’s identifiable net assets acquired represented compensation for the service of a stock exchange listing. This expense was incurred in the first quarter of 2023 and amounted to CHF 34.9 million, which was expensed to the statement of loss as operating expenses, “Merger and listing expense”. The expense is non-recurring in nature and represented a share-based payment made in exchange for a listing service and does not lead to any cash outflows.

 

Earnout consideration

As a result of the BCA, Legacy Oculis preferred, ordinary and option holders (collectively “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.

The earnout consideration is subject to forfeiture in the event of a failure to achieve the price targets during the earnout period defined as follows: (i) 1,500,000, (ii) 1,500,000 and (iii) 1,000,000 earned based on the achievement of post-acquisition closing share price targets of Oculis of $15.00,

8


 

$20.00 and $25.00, respectively, in each case, for any 20 trading days within any consecutive 30 trading day period commencing after the acquisition closing date and ending on or prior to March 2, 2028 (the “Earnout period”). A given share price target described above will also be deemed to be achieved if there is a change of control, as defined in the BCA, transaction of Oculis during the earnout period.

Public offering of ordinary shares

On June 5 and June 13, 2023, the Company closed the issuance and sale in a public offering of 3,654,234 ordinary shares at a public offering price of CHF 10.45 or $11.50 per share, for total gross proceeds of CHF 38.2 million or $42.0 million before deducting underwriting discounts, commissions and offering expenses.

3.
BASIS OF PREPARATION AND CHANGES TO THE GROUP’S ACCOUNTING POLICIES
(A)
Going concern

The Group's accounts are prepared on a going concern basis. The Board of Directors believes that with the proceeds from the Business Combination, the June 2023 public offering and the April 2024 Icelandic financing transaction discussed in Note 17 “Subsequent Events”, the Group has the ability to meet its financial obligations for at least the next 12 months.

The Company is a late-clinical stage company and is exposed to all the risks inherent to establishing a business. 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 clinical and regulatory development, and (iv) attract and retain key personnel. The Company’s success is subject to its ability to be able to raise capital to support its operations. 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 product candidates; (ii) seek collaborators for product candidates at an earlier stage than otherwise would be desirable and on terms that are less favorable than might otherwise be available; or (iii) relinquish or otherwise dispose of rights to product candidates that the Company would otherwise seek to develop itself, on unfavorable terms.

(B)
Statement of compliance

These unaudited condensed consolidated interim financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023, 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.

 

Prior to consummation of the Business Combination on March 2, 2023, the audited consolidated financial statements as of and for the year ended December 31, 2022 were issued for Legacy Oculis and its subsidiaries. Legacy Oculis became a wholly-owned subsidiary of the Company as a result of the Business Combination. In accordance with the BCA and described in Note 2, Oculis issued 3,780,399 ordinary shares to Legacy Oculis shareholders in exchange for 3,306,771 Legacy Oculis ordinary shares (after cancellation of 100,000 Legacy Oculis treasury shares) at the Exchange Ratio. The number of ordinary shares, and the number of ordinary shares within the loss per share held by the shareholders prior to the Business Combination have been adjusted by the Exchange Ratio to reflect the equivalent number of ordinary shares in the Company.

(C)
Functional currency

The interim condensed consolidated financial statements of the Group are expressed in Swiss Francs (“CHF”), which is the Company’s functional and the Group’s presentation currency. The functional currency of the Company's subsidiaries is the local currency except for Oculis Iceland whose functional currency is CHF.

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

4.
SUMMARY OF MATERIAL ACCOUNTING POLICIES, CRITICAL JUDGMENTS AND ACCOUNTING ESTIMATES
(A)
Material accounting policies

There have been no material changes to the material accounting policies that have been applied by the Group in its audited consolidated financial statements as of and for the year ended December 31, 2023, included in Form 20-F filed with the SEC on March 19, 2024 and available at www.sec.gov.

(B)
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, 2023.

9


 

(C)
Accounting policies, new standards, interpretations, and amendments adopted by the Group

 

The accounting policies adopted in the preparation of the unaudited condensed consolidated interim financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2023.

There are no new IFRS Accounting Standards, amendments to standards or interpretations that are mandatory for the financial year beginning on January 1, 2024, that are relevant to the Group and that have had any 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 Group as currently not relevant, are not listed here.

5.
SEGMENT INFORMATION

The Company is managed and operated as one business. A single management team that reports to the Chief Executive Officer comprehensively manages the entire business and accordingly, the Company has one reporting segment.

The table below provides the carrying amount of certain non-current assets, by geographic area:

 

in CHF thousands

 

Switzerland

 

 

Iceland

 

 

Others

 

 

Total

 

 

 

As of March 31, 2024

 

 

As of December 31, 2023

 

 

As of March 31, 2024

 

 

As of December 31, 2023

 

 

As of March 31, 2024

 

 

As of December 31, 2023

 

 

As of March 31, 2024

 

 

As of December 31, 2023

 

Intangible assets

 

 

12,206

 

 

 

12,206

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,206

 

 

 

12,206

 

Property and equipment, net

 

 

14

 

 

 

17

 

 

 

227

 

 

 

253

 

 

 

18

 

 

 

18

 

 

 

259

 

 

 

288

 

Right-of-use assets

 

 

-

 

 

 

-

 

 

 

661

 

 

 

687

 

 

 

58

 

 

 

68

 

 

 

719

 

 

 

755

 

Total

 

 

12,220

 

 

 

12,223

 

 

 

888

 

 

 

940

 

 

 

76

 

 

 

86

 

 

 

13,184

 

 

 

13,249

 

 

6.
INTANGIBLE ASSETS

Intangible assets as of March 31, 2024 and as of December 31, 2023 were CHF 12.2 million and represent licenses purchased under license agreements with Novartis and Accure. The Novartis license agreement was dated as of December 19, 2018 between Oculis and Novartis and relates to a novel topical anti-TNFα antibody, renamed OCS-02 (Licaminlimab), for ophthalmic indications. The license agreement between Oculis and Accure, dated as of January 29, 2022, relates to the exclusive global licensing of its OCS-05 (formerly ACT-01) technology. The Company intends to advance the development of OCS-05 with a focus on multiple ophthalmology neuroprotective applications.

7.
INCOME AND EXPENSES

 

(A)
Grant income

 

Grant income reflects reimbursement of research and development expenses and income from certain research projects managed by Icelandic governmental institutions. Certain expenses qualify for incentives from the Icelandic government in the form of tax credits or cash reimbursements. Icelandic government grant income for the three months ended March 31, 2024 and 2023 was CHF 0.2 million.

 

(B)
Operating expenses

 

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

 

in CHF thousands

 

For the three months ended March 31,

 

 

 

Research and development expenses

 

 

General and administrative expenses

 

 

Total operating expenses

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Personnel expense

 

 

1,736

 

 

 

1,124

 

 

 

2,236

 

 

 

1,193

 

 

 

3,972

 

 

 

2,317

 

Payroll

 

 

1,285

 

 

 

1,076

 

 

 

1,546

 

 

 

1,096

 

 

 

2,831

 

 

 

2,172

 

Share-based compensation

 

 

451

 

 

 

48

 

 

 

690

 

 

 

97

 

 

 

1,141

 

 

 

145

 

Operating expenses

 

 

9,120

 

 

 

5,024

 

 

 

2,458

 

 

 

2,849

 

 

 

11,578

 

 

 

7,873

 

External service providers

 

 

8,971

 

 

 

4,902

 

 

 

1,816

 

 

 

1,510

 

 

 

10,787

 

 

 

6,412

 

Other operating expenses

 

 

94

 

 

 

66

 

 

 

624

 

 

 

1,332

 

 

 

718

 

 

 

1,398

 

Depreciation of property and equipment

 

 

25

 

 

 

28

 

 

 

4

 

 

 

7

 

 

 

29

 

 

 

35

 

Depreciation of right-of-use assets

 

 

30

 

 

 

28

 

 

 

14

 

 

 

-

 

 

 

44

 

 

 

28

 

Merger and listing expense(1)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

-

 

 

 

34,863

 

Total

 

 

10,856

 

 

 

6,148

 

 

 

4,694

 

 

 

4,042

 

 

 

15,550

 

 

 

45,053

 

 

(1) Merger and listing expense is presented separately from research and development or general and administrative expenses on the unaudited condensed consolidated statements of loss. The item relates to the BCA and is non-recurring in nature, representing a share-based payment made in exchange for a listing service.

 

The increase in external service providers for research and development expenses is related to clinical trial related expenses as a result of the Company's active clinical trials, mainly the ongoing OCS-01 DME DIAMOND-1 and DIAMOND-2 Phase 3 Stage 2 clinical trials, OPTIMIZE-2 Phase 3 clinical trial and OCS-02 RELIEF Phase 2b clinical trial.

 

10


 

(C)
Finance result

 

The table below shows the breakdown of the finance result by category:

 

in CHF thousands

For the three months ended March 31,

 

 

2024

 

 

2023

 

Finance income

 

581

 

 

 

33

 

Finance expense

 

(41

)

 

 

(1,279

)

Fair value adjustment on warrant liabilities

 

(3,069

)

 

 

422

 

Foreign currency exchange gain (loss)

 

1,794

 

 

 

(243

)

Finance result

 

(735

)

 

 

(1,067

)

 

Finance expense in 2023 represented mainly interest related to the preferred dividend owed to the holders of Legacy Oculis preferred Series B and C shares incurred prior to the Business Combination. Preferred Series B and C shares qualified as liabilities under IAS 32 - Financial instruments: Presentation and the related accrued dividends as interest expense. The preferred Series B and C shares were fully converted to ordinary shares at the closing of the Business Combination on March 2, 2023 (refer to Note 2).

 

Finance income consists primarily of interest income earned from the Company's short-term financial assets.

 

Refer to Note 11 for further discussions of the fair value gain/(loss) on warrant liabilities. The foreign currency exchange gain (loss) is primarily related to fluctuations of U.S. dollar and Euro against Swiss Franc impacting our cash and short-term financial assets balances. In 2024 the U.S. dollar strengthened against the Swiss Franc leading to foreign exchange gains on short term financial assets and cash balances, whereas 2023 foreign exchange loss mainly related to the revaluation of the U.S. dollar-denominated long-term liability.

8.
OTHER CURRENT ASSETS AND ACCRUED INCOME

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

 

in CHF thousands

 

March 31, 2024

 

 

December 31, 2023

 

Prepaid clinical and technical development expenses

 

 

3,026

 

 

 

6,748

 

Prepaid general and administrative expenses

 

 

1,165

 

 

 

1,412

 

VAT receivable

 

 

180

 

 

 

328

 

Total

 

 

4,371

 

 

 

8,488

 

 

The decrease in prepaid clinical and technical development expenses as of March 31, 2024 compared to prior quarter relates to the commencement of significant clinical trials in the fourth quarter of 2023 accompanied by significant start up fees invoices.

 

The table below shows the movement of the Accrued income for the three months ended March 31, 2024 and 2023:

 

in CHF thousands

 

2024

 

 

2023

 

Balance as of January 1,

 

 

876

 

 

 

912

 

Accrued income recognized during the period

 

 

222

 

 

 

229

 

Foreign exchange revaluation

 

 

40

 

 

 

24

 

Balance as of March 31,

 

 

1,138

 

 

 

1,165

 

 

Accrued income is generated by incentives for research and development offered by the Icelandic government in the form of tax credits for innovation companies. The aid in Iceland is granted as a reimbursement of paid income tax or paid out in cash when the tax credit is higher than the calculated income tax. The tax credit is subject to companies having a research project approved as eligible for tax credit by the Icelandic Centre for Research (Rannís).

9.
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 shares 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 SARs granted in equity. For each grant of share-based options or SARs, the Company issues a grant notice, which details the terms of the award, including number of shares, exercise price, vesting conditions and expiration date. The terms of each grant are set by the Board of Directors.

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 awards granted during the three months ended March 31, 2024 was CHF 8.36 or $9.56 per share. The weighted average grant date fair value for awards granted during the three months ended March 31, 2023 was CHF 4.68 or $5.12 per share.

11


 

The Black-Scholes fair value of SARs was determined using assumptions that were not materially different from those used to value options. 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, 2024 and 2023:

 

 

 

For the three months ended March 31,

 



 

2024

 

 

2023

 

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

 

USD 12.16 (CHF 10.63)

 

 

USD 7.85 (CHF 7.18)

 

Expected volatility (%) (2)

 

 

93.00

 

 

 

68.70

 

Expected term (years) (3)

 

6.25

 

 

6.25

 

Range of risk-free interest rate (%) (1)(4)

 

3.91-4.30

 

 

 

3.53

 

Dividend yield (%)

 

 

0.00

 

 

 

0.00

 

 

(1) Following the NASDAQ listing, the equity award exercise price is denominated in USD and the applicable risk-free interest rate has been adjusted accordingly.

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

(3) The expected term represents the period that share-based awards are expected to be outstanding.

(4) The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the measurement date with maturities approximately equal to the expected term.

 

The following table summarizes the Company’s stock option and SAR activity under the 2023 ESOP for the three months ending March 31, 2024 and 2023:

 

 

 

For the three months ended March 31, 2024

 

For the three months ended March 31, 2023

 

 

Number of awards (1)

 

Weighted average exercise price (1) (CHF)

 

Range of expiration dates

 

Number of awards (1)

 

Weighted average exercise price (1) (CHF)

 

Range of expiration dates

Outstanding as of January 1,

 

3,466,210

 

4.50

 

2027-2033

 

1,762,949

 

2.39

 

2027-2031

Options granted(2)

 

270,582

 

10.63

 

2034

 

1,449,500

 

7.18

 

2028-2033

SARs granted

 

 

 

 

134,765

 

7.18

 

2033

Earnout options granted

 

 

 

 

369,737

 

0.01

 

2028

Forfeited(3)

 

(55,928)

 

6.80

 

2032-2033

 

 

 

Exercised(3)

 

(90,590)

 

2.50

 

2027-2032

 

 

 

Outstanding as of March 31,

 

3,590,274

 

4.96

 

2028-2034

 

3,716,951

 

4.19

 

2027-2033

 

(1) Retroactive application of the recapitalization effect due to the BCA, the Exchange Ratio was applied to the number of awards and the weighted average exercise price was divided by the same exchange ratio.

(2) Pursuant to the BCA, all outstanding and unexercised options to purchase Legacy Oculis ordinary shares were assumed by Oculis and each option was replaced by an option to purchase ordinary shares of Oculis (the “Converted Options”). The exchange of Legacy Oculis 2018 Plan options for converted 2023 Plan options is not reflected in the table above. Refer to Note 2 - Business Combination and Financing Activities for further details.

(3) Forfeited amount includes earnout options forfeited during the quarters ended March 31, 2024 and 2023. No SARs had been exercised or forfeited during the quarters ended March 31, 2024 and 2023.

The number of options that were exercisable at March 31, 2024 and 2023 were 1,482,230 and 998,703, respectively. Excluding earnout options, which have an exercise price of CHF 0.01, options outstanding as of March 31, 2024 have exercise prices ranging from CHF 1.76 to CHF 11.91. The weighted average remaining contractual life of options and SARs outstanding as of March 31, 2024 and December 31, 2023 was eight years.

Restricted shares awards

Each restricted share granted under the 2018 ESOP was immediately exercised and the expense was recorded at grant date in full. The Company is holding call options to repurchase shares diminishing ratably on a monthly basis over three years from grant date. For each grant of restricted shares, the Company issues a grant notice, which details the terms of the grant, including the number of awards, repurchase right start date and expiration date. The terms of each grant are set by the Board of Directors. Restricted shares are granted and expensed at fair value. No restricted shares were awarded under the 2023 ESOP during the three months ended March 31, 2024 and 2023. As of March 31, 2024, 1,125,624 restricted shares were not subject to repurchase out of total 1,186,932 restricted shares exercised, compared to 1,088,838 as of December 31, 2023.

Share-based compensation expense

The total expense recognized in the statement of loss for share options granted amounted to CHF 1.1 million for the three months ended March 31, 2024 and CHF 0.1 million for the three months ended March 31, 2023. The reserve for share-based payment increased from CHF 6.4 million as of December 31, 2023 to CHF 7.5 million as of March 31, 2024.

Earnout options

As a result of the BCA, Legacy Oculis preferred, ordinary and option holders (collectively “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. As of March 31, 2024 the price targets had not yet been achieved. Refer to Note 2.

10.
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:

 

12


 

in CHF thousands

 

Cash and cash equivalents

 

 

Short-term financial assets

 

by currency

 

As of March 31, 2024

 

 

As of December 31, 2023

 

 

As of March 31, 2024

 

 

As of December 31, 2023

 

Swiss Franc

 

 

5,157

 

 

 

19,144

 

 

 

45,532

 

 

 

33,532

 

US Dollar

 

 

15,128

 

 

 

16,610

 

 

 

9,016

 

 

 

15,148

 

Euro

 

 

3,907

 

 

 

2,020

 

 

 

1,024

 

 

 

4,644

 

Iceland Krona

 

 

146

 

 

 

542

 

 

 

-

 

 

 

-

 

Other

 

 

23

 

 

 

11

 

 

 

-

 

 

 

-

 

Total

 

 

24,361

 

 

 

38,327

 

 

 

55,572

 

 

 

53,324

 

 

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