INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On October 29, 2025, Oculis Holding AG (the “Company”) entered into the following agreements in connection with
offerings of an aggregate of 5,432,098 of its ordinary shares, CHF 0.01 nominal value per share, at an offering price of $20.25 per share: (i) an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan
Securities LLC, Leerink Partners LLC and Pareto Securities AB, as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the offering and sale by the Company in an
underwritten offering of 4,691,358 ordinary shares (the “Underwritten Offering”) and (ii) a subscription agreement (the “Subscription Agreement”) with an investor relating to a registered
direct offering (the “Direct Offering” and, together with the Underwritten Offering, the “Offerings”) of 740,740 ordinary shares. In addition, the Underwriting Agreement provides the Underwriters
in the Underwritten Offering a 30-day option to purchase up to an additional 703,703 ordinary shares from the Company at $20.25 per share, less underwriting discounts and commissions.
The gross proceeds from the Offerings will be approximately $110.0 million, before deducting underwriting commissions and estimated offering expenses
payable by the Company, or $124.2 million if the Underwriters exercise this option to purchase additional ordinary shares in full. The Offerings are expected to close on or about November 3, 2025, subject to customary closing conditions.
The Company believes that the net proceeds from the Offerings, together with its existing cash, cash equivalents and short-term investments, will be sufficient to enable the Company to fund operations to late 2028.
The Offerings were made pursuant to the Company’s effective registration statement on
Form F-3 (File No. 333-278409) filed with the Securities and Exchange Commission on April 1, 2024.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification
obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties, and termination provisions. The Subscription Agreement contains customary representations,
warranties and agreements by the Company as well as customary conditions to closing. The foregoing descriptions of the Underwriting Agreement and the Subscription Agreement are not complete and do not purport to be a complete description of the
rights and obligations of the parties thereunder, and are qualified in their entirety by reference to the Underwriting Agreement and the Subscription Agreement that are filed as Exhibits 1.1 and 1.2, respectively, to this Report on Form 6-K (the “Report”) and are incorporated by reference herein.
Copies of the
opinions of Vischer AG relating to the validity of the issuance and sale of ordinary shares in the Underwritten Offering and Direct Offering are attached as Exhibits 5.1 and 5.2, respectively, to this Report and are incorporated by reference
herein.
On October 30, 2025, the Company issued a press release announcing the pricing of the Offerings. A copy of this press release is filed as
Exhibit 99.1 to this Report and is incorporated by reference herein.
This Report shall not constitute an offer to sell or the solicitation of an offer to
buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such state.
The information contained in this Report, including Exhibits 1.1, 1.2, 5.1 and 5.2 hereto but excluding Exhibit 99.1, is hereby
incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-271938) and Registration Statements on Form F-3, as amended (File Nos. 333-278409, 333-271063 and 333-281798).
