UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Month of August
(Commission File No.
(Translation of registrant's name into English)
CH-
(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 August 27, 2024, Oculis Holding AG (the “Registrant”) announced its unaudited results for the three and six month periods ended June 30, 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.
Copies of the Registrant’s previously-announced agreement for a loan facility with Kreos Capital VII (UK) Limited, dated May 29, 2024 and warrant agreement with Kreos Capital VII Aggregator SCSp, dated May 29, 2024, are attached hereto as Exhibits 99.4 and 99.5, respectively, and are incorporated by reference herein.
The information contained in this Form 6-K, including Exhibits 99.1, 99.2, 99.4, 99.5 and 101 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 |
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Description |
99.1 |
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99.2 |
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99.3 |
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99.4*† |
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99.5* |
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101 |
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The following materials from this Report on Form 6-K are formatted in XBRL (eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Interim Statements of Financial Position for the Three and Six Months Ended June 30, 2024 and 2023; (ii) Unaudited Condensed Consolidated Interim Statements of Loss for the Three and Six Months Ended June 30, 2024 and 2023; (iii) Unaudited Condensed Consolidated Interim Statements of Comprehensive Loss as of June 30, 2024 and 2023 and December 31, 2023; (iv) Unaudited Condensed Consolidated Interim Statements of Changes in Equity for the Six Months Ended June 30, 2024 and 2023; (v) Unaudited Condensed Consolidated Interim Statements of Cash Flows for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited); and (vi) Notes to the Unaudited Condensed Consolidated Interim Financial Statements. |
*Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. The Registrant agrees to furnish supplementally a copy of such omitted confidential portions to the SEC upon request.
† Certain schedules and exhibits have been omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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.
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OCULIS HOLDING AG |
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Date: August 27, 2024 |
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By: |
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/s/ Sylvia Cheung |
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Sylvia Cheung Chief Financial Officer |
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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2024 |
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2023 |
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ASSETS |
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Non-current assets |
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Property and equipment, net |
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Intangible assets |
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6 |
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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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8 |
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Accrued income |
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8 |
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Short-term financial assets |
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10 |
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Cash and cash equivalents |
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10 |
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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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9 |
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Actuarial loss on post-employment benefit obligations |
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( |
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( |
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Treasury shares |
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14 |
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( |
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- |
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Cumulative translation adjustments |
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( |
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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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Long-term payables |
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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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12 |
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Short-term lease liabilities |
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Warrant liabilities |
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11 |
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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 ended June 30, |
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For the six months ended June 30, |
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Note |
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2024 |
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2023 |
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2024 |
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2023 |
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Grant income |
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7. (A) / 8 |
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Operating income |
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Research and development expenses |
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7. (B) |
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( |
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General and administrative expenses |
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7. (B) |
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( |
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( |
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Merger and listing expense |
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4 / 7. (B) |
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- |
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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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7. (C) |
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Finance expense |
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7. (C) |
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( |
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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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7. (C) / 11 |
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( |
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( |
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Foreign currency exchange gain (loss) |
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7. (C) |
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( |
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Finance result |
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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 expense |
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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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Loss per share: |
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Basic and diluted loss attributable to equity holders |
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15 |
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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)
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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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2024 |
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2023 |
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2024 |
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2023 |
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 loss: |
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Items that will not be reclassified to Statements of Loss: |
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Actuarial losses of defined benefit plans |
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( |
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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 loss for the period |
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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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( |
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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Legacy share capital |
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Legacy treasury shares |
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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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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, 2023 |
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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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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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- |
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- |
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- |
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( |
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( |
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Other comprehensive 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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- |
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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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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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- |
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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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( |
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( |
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( |
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Share-based compensation expense |
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9 |
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- |
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- |
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- |
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- |
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Conversion of Legacy Oculis ordinary shares and treasury shares into Oculis ordinary shares |
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4 |
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( |
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( |
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- |
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- |
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- |
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Conversion of Legacy Oculis long-term financial debt into Oculis ordinary shares |
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4 |
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- |
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- |
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- |
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Issuance of ordinary shares to PIPE investors |
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4 |
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- |
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- |
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Issuance of ordinary shares under CLA |
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4 |
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- |
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- |
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Issuance of ordinary shares to EBAC shareholders |
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4 |
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- |
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- |
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- |
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Transaction costs related to the business combination |
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4 |
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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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( |
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Proceeds from sale of shares in public offering |
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4 |
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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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Transaction costs related to the public offering |
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4 |
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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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- |
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- |
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- |
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( |
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Issuance of shares in connection with warrant exercises |
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11 |
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- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Balance as of June 30, 2023 |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance as of January 1, 2024 |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
Loss for the period |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Other comprehensive profit (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Actuarial loss on post-employment benefit obligations |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Foreign currency translation differences |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Total comprehensive loss for the period |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Share-based compensation expense |
|
9 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||
Issuance of ordinary shares related to Registered Direct Offering |
|
4 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Transaction costs related to Registered Direct Offering |
|
4 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
Issuance of shares to be held as treasury shares |
|
14 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
||
Stock options exercised |
|
9 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
||||
Balance as of June 30, 2024 |
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|||||
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 |
|
2024 |
|
2023 |
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 |
|
9 |
|
|
||
- Interest expense on Series B and C preferred shares |
|
7. (C) |
|
- |
|
|
- Interests on lease liabilities |
|
|
|
|
||
- Post-employment (benefits)/loss |
|
|
|
( |
|
( |
- Fair value adjustment on warrant liabilities |
|
11 |
|
|
||
- Merger and listing expense |
|
4 |
|
- |
|
|
Working capital adjustments: |
|
|
|
|
|
|
- De/(Increase) in other current assets |
|
8 |
|
|
( |
|
- De/(Increase) in accrued income |
|
8 |
|
( |
|
( |
- De/(Increase) in other non-current assets |
|
|
|
( |
|
( |
- (De)/Increase in trade payables |
|
|
|
( |
|
( |
- (De)/Increase in accrued expenses and other payables |
|
12 |
|
|
( |
|
- (De)/Increase in long-term payables |
|
|
|
( |
|
- |
|
|
|
|
|
|
|
Interest received |
|
|
|
|
||
Interest paid |
|
|
|
( |
|
( |
Taxes paid |
|
|
|
( |
|
( |
Net cash outflow for operating activities |
|
|
|
( |
|
( |