Oculis Holding AG F-3, filed Nov 10, 2025
Oculis Holding AG (OCS)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OCULIS HOLDING AG
(Exact name of registrant as specified in its charter)
| Switzerland | Not Applicable | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Bahnhofstrasse 20
CH-6300
Zug, Switzerland
Telephone: +41 41 711 39 60
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Oculis US Inc.
One Gateway Center
300 Washington Street, Suite 702
Newton, MA 02458
Telephone: +1 617 928 5886
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Divakar Gupta Katie Kazem Cooley LLP 55 Hudson Yards New York, NY 10001 +1 212 479 6000 |
Dr. Matthias Staehelin Vischer AG Aeschenvorstadt 4 Postfach 4010 Basel, Switzerland +41 58 211 33 00 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Securities and Exchange Commission, or the Commission, pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
| † | The term “new or revised accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
This registration statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, as amended.
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The information in this preliminary prospectus is not complete and may be changed. The selling securityholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling securityholder is not soliciting an offer to buy these securities in any jurisdiction where their offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 10, 2025
PROSPECTUS
Oculis Holding AG
Up to 494,259 Ordinary Shares offered by the Selling Securityholder
This prospectus relates to the resale by the selling securityholder identified in this prospectus, or the selling securityholder, of up to 494,259 ordinary shares of Oculis Holding AG, or the Company, issuable upon the exercise of a warrant that was issued to the selling securityholder on May 29, 2024, and amended on July 31, 2025, or the Warrant. This prospectus is not intended to constitute an indication or prediction of the date on which the selling securityholder will exercise the Warrant for ordinary shares, if at all. We are filing the registration statement of which this prospectus forms a part in order to fulfill our contractual obligations under the Warrant.
Upon the effectiveness of this registration statement, we intend to withdraw the registration statement on Form F-3 (File No. 333-281798) that was declared effective on September 6, 2024 relating to the resale of 361,011 ordinary shares underlying the original warrant issued to the selling securityholder.
The selling securityholder may, from time to time, sell, transfer or otherwise dispose of any or all of the ordinary shares being registered or interests in the ordinary shares being registered on any stock exchange, market or trading facility on which our ordinary shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. Prices may vary from purchaser to purchaser during the period of distribution. See “Plan of Distribution.” We are not selling any securities and will not receive any of the proceeds from the sale or other disposition of our ordinary shares by the selling securityholder under this prospectus. Upon the exercise of the Warrant, however, we will receive the exercise price of the Warrant. The net proceeds received from the sale or other disposition of our ordinary shares by the selling securityholder, if any, is unknown.
We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus, including the additional information described under the heading “Incorporation by Reference,” and any amendments or supplements carefully before you make your investment decision.
Our ordinary shares are traded on The Nasdaq Global Market, or Nasdaq, and The Nasdaq Iceland Main Market, or Nasdaq Iceland, under the symbol “OCS.” On November 7, 2025, the last reported sale price of our ordinary shares on Nasdaq was $19.23 per ordinary share. On November 7, 2025, the last reported sale price of our ordinary shares on Nasdaq Iceland was ISK 2,440.00 per ordinary share.
We are a “foreign private issuer” under applicable U.S. Securities and Exchange Commission, or SEC, rules and an “emerging growth company” as that term is defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are eligible for reduced public company disclosure requirements.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 8 of this prospectus. In addition, please review any additional risk factors in any accompanying prospectus supplement, any free writing prospectus and any documents we incorporate by reference.
The date of this prospectus is , 2025.
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This prospectus describes the general manner in which the selling securityholder identified in this prospectus may offer from time to time up to 494,259 ordinary shares issuable upon the exercise of the Warrant. If necessary, the specific manner in which the ordinary shares may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any applicable prospectus supplement, you should rely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement.
For investors outside the United States: Neither we nor the selling securityholder have taken any action that would permit the offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities described herein and the distribution of this prospectus outside the United States.
Unless otherwise noted or the context otherwise requires, references in this prospectus to “Registrant,” “Oculis,” “the Company,” “our company,” “we,” “us” or “our” refer to Oculis Holding AG and its subsidiaries.
This prospectus includes trademarks, tradenames and service marks, certain of which belong to us and others that are the property of other organizations. Solely for convenience, trademarks, tradenames and service marks referred to in this prospectus appear without the ®, ™ and SM symbols, but the absence of those symbols is not intended to indicate, in any way, that we will not assert our rights or that the applicable owner will not assert its rights to these trademarks, tradenames and service marks to the fullest extent under applicable law. We do not intend our use or display of other parties’ trademarks, tradenames or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.
PRESENTATION OF FINANCIAL INFORMATION
In this prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, all references to “U.S. dollars,” “$,” “US$” and “USD” mean United States dollars and all references to “CHF” mean Swiss francs.
Our consolidated financial statements are presented in Swiss francs and in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IASB. None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
This prospectus and our financial statements and other documents and information incorporated by reference in this prospectus contain forward-looking statements, including statements concerning our industry, our operations, our anticipated financial performance and financial condition, our business plans and growth strategy and our product development efforts. These statements constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Many of the forward-looking statements contained in this prospectus can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate” and “potential,” among others. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based on estimates and assumptions by our management that, although we believe to be reasonable, are inherently uncertain and subject to a number of risks and uncertainties.
The following represent some, but not necessarily all, of the factors that could cause actual results to differ from historical results or those anticipated or predicted by our forward-looking statements:
| • | our financial performance; |
| • | the ability to maintain the listing of our ordinary shares on the Nasdaq Global Market and Nasdaq Iceland Main Market; |
| • | timing and expected outcomes of clinical trials, preclinical studies, regulatory submissions and approvals, as well as commercial outcomes; |
| • | expected benefits of our business and scientific approach and technology; |
| • | the potential safety and efficacy of our product candidates; |
| • | our ability to successfully develop, advance and commercialize our pipeline of product candidates; |
| • | our ability to establish and maintain arrangements for the manufacture of our product candidates; |
| • | the effectiveness and profitability of our collaborations and partnerships, our ability to maintain current collaborations and partnerships and enter into new collaborations and partnerships; |
| • | expectations related to future milestone and royalty payments and other economic terms under our collaborations and partnerships; |
| • | estimates regarding future revenue, expenses, capital requirements, financial condition, cash runway and need for additional financing; |
| • | estimates of market opportunity for our product candidates; |
| • | the effects of increased competition as well as innovations by new and existing competitors in our industry; |
| • | our strategic advantages and the impact those advantages may have on future financial and operational results; |
| • | our expansion plans and opportunities; |
| • | our ability to operate and grow our business in a cost-effective manner; |
| • | our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; |
| • | the impact of macroeconomic factors and other global events on our business; |
| • | changes in applicable governmental policies, laws or regulations and their impact on us; and |
| • | the outcome of any known and unknown litigation and regulatory proceedings. |
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These forward-looking statements are based on information available as of the date of this prospectus and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Our actual results or performance could differ materially from those expressed in, or implied by, any forward-looking statements relating to those matters. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Accordingly, you should not place undue reliance on these forward-looking statements in deciding whether to invest in our securities. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. You should refer to the section titled “Risk Factors” for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
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This summary highlights selected information that is presented in greater detail in filings incorporated by reference in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the matters set forth under the section of this prospectus captioned “Risk Factors” and the financial statements and related notes and other information that we incorporate by reference herein, including our Annual Report on Form 20-F for the year ended December 31, 2024 and our reports on Form 6-K, before deciding to invest in our securities.
Company Overview
Please see the section entitled “Item 4. Information on the Company – B. Business Overview,” incorporated by reference from our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, or the Annual Report, which was filed with the SEC on March 11, 2025, as well as any amendments thereto reflected in our subsequent filings with the SEC.
Corporate Information
Please see the section entitled “Item 4. Information on the Company – A. History and Development of the Company,” incorporated by reference from our Annual Report, as well as any amendments thereto reflected in our subsequent filings with the SEC.
The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.
Implications of Being an Emerging Growth Company and a “Foreign Private Issuer”
We qualify as an “emerging growth company” as defined in the JOBS Act. As an “emerging growth company,” we may take advantage of certain exemptions from specified disclosure and other requirements that are otherwise generally applicable to public companies. These exemptions include:
| • | not being required to comply with the auditor attestation requirements for the assessment of our internal control over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002; |
| • | reduced disclosure obligations regarding executive compensation; and |
| • | not being required to hold a nonbinding advisory vote on executive compensation or seek shareholder approval of any golden parachute payments not previously approved. |
We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” Based on the aggregate worldwide market value of our voting and non-voting common equity held by our non-affiliates as of June 30, 2025, we will be deemed a “large accelerated filer” as of the end of our fiscal year 2025. We will therefore cease being an emerging growth company on December 31, 2025.
We are also considered a “foreign private issuer” and report under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) as a non-U.S. company with “foreign private issuer” status. This means that, even after we no longer qualify as an “emerging growth company,” as long as we qualify as a “foreign private issuer” under the Exchange Act, we will be exempt from certain provisions of the Exchange Act that are applicable to U.S. public companies, including:
| • | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
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| • | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
| • | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports on Form 8-K, upon the occurrence of specified significant events. |
We may take advantage of these reporting exemptions until such time that we are no longer a “foreign private issuer.” We could lose our status as a “foreign private issuer” under current SEC rules and regulations if more than 50% of our outstanding voting securities become directly or indirectly held of record by U.S. holders and any one of the following is true: (i) the majority of our directors or executive officers are U.S. citizens or residents; (ii) more than 50% of our assets are located in the United States; or (iii) our business is administered principally in the United States.
We may choose to take advantage of some but not all of these reduced burdens. We have taken advantage of reduced reporting requirements in this prospectus. Accordingly, the information contained or incorporated by reference in this prospectus may be different from the information you receive from our competitors that are public companies, or other public companies in which you have made an investment.
We are also eligible to, and have chosen to, take advantage of certain exemptions from Nasdaq corporate governance requirements for foreign private issuers. Please see the section entitled “Item 16G. Corporate Governance,” incorporated by reference from our Annual Report, as well as any amendments thereto reflected in our subsequent filings with the SEC.
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This prospectus relates to the resale by the selling securityholder identified in this prospectus of up to 494,259 ordinary shares upon exercise of the Warrant. As of the date of amendment of the Warrant, the Warrant was exercisable for 59,310 ordinary shares. The Loan Agreement by and among the Company, Oculis Operations Sàrl and Kreos Capital VII (UK) Limited, which is a fund and account managed by subsidiaries of BlackRock, Inc., dated as of May 29, 2024 and amended and restated on July 31, 2025, provides for three potential loans. Following the drawdown of each of the three loans, if such drawdowns occur, or the achievement of a specified milestone with respect to the first loan, the Warrant will become exercisable for additional amounts of ordinary shares and ratably based on the amounts of each of the three loans that are drawn. The maximum number of shares issuable upon exercise of the Warrant is 494,259.
The selling securityholder may sell their ordinary shares from time to time at prevailing market prices. We will not receive any proceeds from the resale of the ordinary shares in this offering
| Ordinary shares offered by the selling securityholder |
Up to 494,259 ordinary shares |
| Ordinary shares currently outstanding |
52,374,811 |
| Ordinary shares to be outstanding after |
52,869,070, assuming the exercise of the Warrant for the maximum of 494,259 ordinary shares |
| Use of proceeds |
We will not receive any proceeds from the sale of the 494,259 ordinary shares subject to resale by the selling securityholder under this prospectus. If the Warrant is exercised for cash for the maximum of 361,011 ordinary shares at an exercise price of $12.17 per ordinary share and 133,248 ordinary shares at an exercise price of $18.64, we will receive proceeds of $6,877,246.59. We currently intend to use such proceeds, if any, for pipeline development, general corporate purposes and working capital. |
| Risk factors |
Investing in our securities involves significant risks. See “Risk Factors” on page 10 of this prospectus, and in documents incorporated by reference into this prospectus. |
| Nasdaq Global Select Market symbol for the ordinary shares |
“OCS” |
| Nasdaq Iceland symbol for the ordinary shares |
“OCS” |
The number of ordinary shares outstanding in the table above is based on 52,374,811 ordinary shares outstanding as of September 30, 2025, and excludes:
| • | 5,201,093 ordinary shares issuable upon the exercise of options outstanding as of September 30, 2025 under our Stock Option and Incentive Plan Regulation 2023, or the 2023 Plan, at a weighted-average exercise price of $8.39 per share, inclusive of 216,998 earn-out options issuable upon exercise, subject to satisfaction of certain vesting conditions; |
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| • | 1,047,219 ordinary shares issuable upon the vesting of restricted stock units outstanding as of September 30, 2025 under the 2023 Plan; |
| • | 4,204,450 ordinary shares reserved for future issuance under the 2023 Plan as of September 30, 2025; |
| • | 948,549 earn-out shares available for future issuance, subject to satisfaction of certain vesting conditions; |
| • | 2,158,000 ordinary shares issuable upon exercise of warrants outstanding as of September 30, 2025 at an exercise price of $11.50 per share; |
| • | 59,310 ordinary shares issuable upon exercise of the Warrant at an exercise price of (i) $12.17 per share for up to 43,321 ordinary shares and (ii) $18.64 per share for up to 15,989 ordinary shares; |
| • | 3,500,000 ordinary shares held in treasury as of September 30, 2025, of which 703,703 remain in treasury following the closing of the Financing described below; and |
| • | 5,432,098 ordinary shares issued on November 3, 2025 in connection with two registered offerings (the “Financing”), plus up to 703,703 ordinary shares that may be issued pursuant to the underwriters’ option to purchase additional shares related to the Financing. |
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An investment in our securities carries a significant degree of risk. Prior to making a decision about investing in our securities, you should carefully consider the specific factors discussed below, together with all of the other information appearing or incorporated by reference in this prospectus. See “Where You Can Find More Information” and “Incorporation by Reference.” You should also consider the risks, uncertainties and assumptions discussed under “Item 3.D—Risk Factors” of our most recent Annual Report on Form 20-F and reports on Form 6-K we file after the date of this prospectus, that are incorporated herein by reference, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on our business, reputation, revenue, financial condition, results of operations and future prospects, in which event the market price of our securities could decline, and you could lose part or all of your investment. Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also affect our business operations and financial condition. Please also carefully read the section in this prospectus titled “Special Note Regarding Forward-Looking Statements.”
The issuance of ordinary shares upon exercise of the Warrant could dilute your investment.
The Warrant is exercisable for up to 494,259 ordinary shares. Such exercise may give the selling securityholder an opportunity to profit from a rise in the market price of our ordinary shares such that exercise thereof could result in dilution of the equity interests of our shareholders. We have no control over whether the holder will exercise the Warrant. While the Warrant is exercisable at a fixed price of (i) $12.17 per share with respect to 361,011 ordinary shares, and (ii) $18.64 per share with respect to 133,248 shares, we cannot predict the market price of our ordinary shares at any future date, and therefore, cannot predict whether the Warrant will be exercised.
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The following table sets forth our cash, cash equivalents, short-term financial assets and capitalization as of September 30, 2025.
| (in CHF thousands) | As of September 30, 2025 |
|||
| Cash, cash equivalents and short-term financial assets(1) |
145,180 | |||
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| Warrant liabilities |
12,143 | |||
| Shareholders’ equity |
||||
| Share capital |
559 | |||
| Share premium |
466,858 | |||
| Reserve for share-based payment |
26,514 | |||
| Actuarial loss on post-employment benefit obligations |
(1,835 | ) | ||
| Treasury shares |
(35 | ) | ||
| Cumulative translation adjustments |
(467 | ) | ||
| Accumulated losses |
(361,000 | ) | ||
| Total equity |
130,594 | |||
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|
|
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| Total capitalization |
142,737 | |||
|
|
|
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| (1) | Consists of CHF 46.4 million of cash and cash equivalents and CHF 98.7 million of short-term financial assets. |
The number of ordinary shares outstanding in the table above is based on 52,374,811 ordinary shares outstanding as of September 30, 2025, and excludes:
| • | 5,201,093 ordinary shares issuable upon the exercise of options outstanding as of September 30, 2025 under our Stock Option and Incentive Plan Regulation 2023, or the 2023 Plan, at a weighted-average exercise price of $8.39 per share, inclusive of 216,998 earn-out options issuable upon exercise, subject to satisfaction of certain vesting conditions; |
| • | 1,047,219 ordinary shares issuable upon the vesting of restricted stock units outstanding as of September 30, 2025 under the 2023 Plan; |
| • | 4,204,450 ordinary shares reserved for future issuance under the 2023 Plan as of September 30, 2025; |
| • | 948,549 earn-out shares available for future issuance, subject to satisfaction of certain vesting conditions; |
| • | 2,158,000 ordinary shares issuable upon exercise of warrants outstanding as of September 30, 2025 at an exercise price of $11.50 per share; |
| • | 59,310 ordinary shares issuable upon exercise of the Warrant at an exercise price of (i) $12.17 per share for up to 43,321 ordinary shares and (ii) $18.64 per share for up to 15,989 ordinary shares; |
| • | 3,500,000 ordinary shares held in treasury as of September 30, 2025, of which 703,703 remain in treasury following the closing of the Financing described below; and |
| • | 5,432,098 ordinary shares issued on November 3, 2025 in connection with the Financing, plus up to 703,703 ordinary shares that may be issued pursuant to the underwriters’ option to purchase additional shares related to the Financing. |
Unless otherwise indicated, all information contained in this prospectus assumes no exercise or conversion of the options or warrants described above.
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We will not receive any proceeds from the sale of the 494,259 ordinary shares subject to resale by the selling securityholder in this offering. However, if the Warrant is exercised for cash for the maximum of 494,259 ordinary shares, we will receive proceeds of $6,877,246.59. We currently intend to use such proceeds, if any, for pipeline development, advancement of our clinical programs, general corporate purposes and working capital.
The Warrant provides that in lieu of cash payment of the exercise price, the selling securityholder may elect a nominal value exercise. In the event the Warrant is exercised using the nominal value exercise method, we will receive only the nominal amount per share received by the selling securityholder.
As of the date of this prospectus, the Warrant is exercisable for 59,310 ordinary shares. The Loan Agreement provides for three potential loans. Following the drawdown of each of the three loans, if such drawdowns occur, or the achievement of a specified milestone with respect to the first loan, the Warrant will become exercisable for additional amounts of ordinary shares and ratably based on the amounts of each of the three loans. The Warrant will only become exercisable for the maximum of 494,259 ordinary shares if we have fully drawn each of the loans, among other conditions.
The selling securityholder will pay all underwriting discounts, selling commissions and expenses incurred by it for brokerage, accounting, tax or legal services or any other expenses incurred by the selling securityholder in connection with the sale of the ordinary shares, if any. We will bear all other costs, fees and expenses incurred in effecting the registration of the ordinary shares covered by this prospectus, including, without limitation, all registration and filing fees, Nasdaq listing fees and fees and expenses of our counsel and our accountants.
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We are registering for resale by the selling securityholder identified below up to 494,259 ordinary shares issuable upon the exercise of the Warrant in order to permit the selling securityholder to offer the ordinary shares for resale from time to time. As of the date of this prospectus, the Warrant has not yet been exercised. As of the date of amendment of the Warrant, the Warrant was exercisable for 59,310 ordinary shares. Following the drawdown of each of Loans 1, 2 and 3, if such drawdowns occur, or the achievement of a specified milestone with respect to the Loan 1, the Warrant will become exercisable for additional amounts of ordinary shares, ratably based on the amounts of each of the three loans. The maximum number of shares issuable upon exercise of the Warrant is 494,259.
To our knowledge, the selling securityholder is not an employee or supplier of ours or one of our affiliates. Within the past three years, the selling securityholder has not held a position as an officer or a director of ours and has not had any other material relationship with us or any of our affiliates, other than beneficial ownership of the shares described in the table below and as an affiliate of a lender to the Company. The selling securityholder does not have any family relationships with our officers, directors or controlling securityholders. All information with respect to share ownership has been furnished by the selling securityholder, unless otherwise noted. The ordinary shares being offered are being registered to permit secondary trading of such ordinary shares and the selling securityholder may offer all or part of the ordinary shares they receive from exercise of the Warrant for resale from time to time pursuant to this prospectus.
The term “selling securityholder” also includes any transferees, pledgees, donees, or other successors in interest to the selling securityholder named in the table below. To the extent required, we will file a supplement to this prospectus (or a post-effective amendment hereto, if necessary) to name successors to the selling securityholder who are able to use this prospectus to resell the ordinary shares registered hereby.
The table below lists the selling securityholder and other information regarding the beneficial ownership of the ordinary shares held by the selling securityholder. The second column lists the number of ordinary shares beneficially owned by the selling securityholder, based on their beneficial ownership of ordinary shares as of November 6, 2025. The third column lists the maximum number of ordinary shares being offered by this prospectus by the selling securityholder. The fourth column assumes the sale of all of the maximum number of ordinary shares offered by the selling securityholder pursuant to this prospectus. The selling securityholder may sell all, some or none of their shares pursuant to this prospectus. See “Plan of Distribution.”
| Name of Selling Securityholder | Ordinary Shares Beneficially Owned Prior to Offering(1) |
Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus |
Ordinary Shares Owned Ordinary Shares |
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| BlackRock, Inc.(2) |
59,310 | (3) | 494,259 | 0 | ||||||||
| (1) | Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. Ordinary shares subject to options or warrants currently exercisable, or exercisable within 60 days of November 6, 2025, are considered outstanding. |
| (2) | The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: Kreos Capital VII Aggregator SCSp. BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. The address of such funds and accounts, such subsidiaries and such |
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| portfolio managers and/or investment committee members is 50 Hudson Yards, New York, NY 10001. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc. |
| (3) | Represents the shares underlying the Warrant which are currently exercisable. The Warrant will become exercisable for additional amounts of ordinary shares, up to a maximum of 494,259 ordinary shares, following the drawdown of each of the three loans, if such drawdowns occur, or the achievement of a specified milestone with respect to the first loan, ratably based on the amounts that are drawn. |
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The selling securityholder, which as used herein includes donees, pledgees, transferees or other successors in interest selling ordinary shares received after the date of this prospectus from the selling securityholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their ordinary shares on any stock exchange, market or trading facility on which the ordinary shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The selling securityholder may use any one or more of the following methods when disposing of ordinary shares or interests therein:
| • | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| • | one or more underwritten offerings; |
| • | block trades in which the broker-dealer will attempt to sell the ordinary shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction; |
| • | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| • | an exchange distribution in accordance with the rules of the applicable exchange; |
| • | privately negotiated transactions; |
| • | distributions to the selling securityholder’s members, partners or shareholders; |
| • | short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the SEC; |
| • | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| • | in market transactions, including transactions on a national securities exchange or quotations service or over-the-counter market; |
| • | through agents; |
| • | directly to one or more purchasers; |
| • | broker-dealers may agree with the selling securityholder to sell a specified number of such ordinary shares at a stipulated price per ordinary shares; |
| • | a combination of any such methods of sale; and |
| • | any other method permitted by applicable law. |
The selling securityholder may, from time to time, pledge or grant a security interest in some or all of the ordinary shares owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act, amending the list of selling securityholder to include the pledgee, transferee or other successors in interest as selling securityholder under this prospectus. The selling securityholder also may transfer the ordinary shares in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our ordinary shares, the selling securityholder may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the
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ordinary shares in the course of hedging the positions they assume. The selling securityholder may also sell ordinary shares short and deliver these securities to close out their short positions, or loan or pledge the ordinary shares to broker-dealers that in turn may sell these securities. The selling securityholder may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of ordinary shares offered by this prospectus, which ordinary shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The aggregate proceeds to the selling securityholder from the sale of the ordinary shares offered by it will be the purchase price of the ordinary shares less discounts or commissions, if any. The selling securityholder reserves the right to accept and, together with its agents from time to time, to reject, in whole or in part, any proposed purchase of ordinary shares to be made directly or through agents. We will not receive any of the proceeds from this offering. We will, however, receive the exercise price upon exercise of the Warrant if the Warrant is exercised in cash.
The selling securityholder also may resell all or a portion of the ordinary shares in open market transactions in reliance upon Rule 144 under the Securities Act, or any other exemptions from the registration requirements that become available, provided that they meet the criteria and conform to the requirements of that rule or exemption.
The selling securityholder and any underwriters, broker-dealers or agents that participate in the sale of the ordinary shares or interests therein may be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the ordinary shares may be underwriting discounts and commissions under the Securities Act. A selling securityholder who is an “underwriter” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. Underwriters and their controlling persons, dealers, and agents may be entitled, under agreements entered into with us and the selling securityholder, to indemnification against and contribution toward specific civil liabilities, including liabilities under the Securities Act.
To the extent required, the ordinary shares to be sold, the name(s) of the selling securityholder (s), the respective purchase prices and public offering prices, the names of any agents, dealer or underwriter, and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the ordinary shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the ordinary shares may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
We have advised the selling securityholder that the anti-manipulation rules of Regulation M under the Securities Exchange Act of 1934, as amended, may apply to sales of ordinary shares in the market and to the activities of the selling securityholder and their affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling securityholder for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling securityholder may indemnify any broker-dealer that participates in transactions involving the sale of the ordinary shares against certain liabilities, including liabilities arising under the Securities Act.
We have agreed to maintain the effectiveness of the registration statement of which this prospectus forms a part until all such securities have been sold under such registration statement or under Rule 144 under the Securities Act or are no longer outstanding, or under other circumstances as described in the Warrant. We have agreed to pay any costs and expenses born from our willful and knowing failure to comply with any provision of
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the Warrant, as well as all taxes and expenses in connection with the issuance of ordinary shares upon exercise of the Warrant. We have also agreed pay all transfer agent fees required for same-day processing of any notice of exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the ordinary shares upon exercise of the Warrant in connection with this offering, other than underwriting fees, discounts, selling commissions, stock transfer taxes, and certain legal expenses. The selling securityholder will pay any other costs and expenses relating to the offering.
The selling securityholder may use this prospectus in connection with resales of ordinary shares. This prospectus and any accompanying prospectus supplement will identify the selling securityholder, the terms of the securities, and any material relationships between us and the selling securityholder. Unless otherwise set forth in a prospectus supplement, the selling securityholder will receive all the net proceeds from the resale of securities.
The selling securityholder may elect to make an in-kind distribution of the ordinary shares to its members, partners, or shareholders pursuant to the registration statement of which this prospectus forms a part by delivering a prospectus. To the extent that such members, partners, or shareholders are not affiliates of ours, such members, partners, or shareholders would thereby receive freely tradable securities pursuant to the distribution through a registration statement.
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Set forth below is an itemization of the total expenses that are expected to be incurred by us in connection with the offer and sale of ordinary shares by the selling securityholder. With the exception of the SEC registration fee, all amounts are estimates.
| Expenses | Amount | |||
| SEC registration fee |
$ | 1,324 | ||
| Legal fees and expenses |
45,000 | |||
| Accounting fees and expenses |
20,000 | |||
| Miscellaneous costs |
30,000 | |||
|
|
|
|||
| Total |
$ | 96,324 | ||
|
|
|
|||
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SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES
We are organized under the laws of Switzerland and our registered office and domicile is located in Zug, Switzerland. Moreover, a number of our directors and executive officers are not residents of the United States, and a substantial portion of the assets of such persons are located outside the U.S. As a result, it may not be possible for investors to effect service of process within the United States upon us or upon such persons or to enforce against us or them judgments obtained in United States courts, including judgments in actions predicated upon the civil liability provisions of U.S. federal securities laws.
We have been advised by our Swiss counsel, Vischer AG, that there is doubt as to the enforceability in Switzerland of original actions, or in actions for enforcement of judgments of U.S. courts, of civil liabilities to the extent solely predicated upon the federal and state securities laws of the United States. Original actions against persons in Switzerland based solely upon the U.S. federal or state securities laws are governed, among other things, by the principles set forth in the Swiss Federal Act on Private International Law of December 18, 1987, as amended (the “PILA”). The PILA provides that the application of provisions of non-Swiss law by the courts in Switzerland shall be precluded if the result would be incompatible with Swiss public policy (ordre public). Also, mandatory provisions of Swiss law may be applicable regardless of any other law that would otherwise apply.
We have appointed Oculis US, Inc as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.
Switzerland and the United States do not, as of the date of this proxy statement/prospectus, have a treaty providing for reciprocal recognition of and enforcement of judgments in civil and commercial matters. The recognition and enforcement of a judgment of the courts of the United States in Switzerland is governed by the principles set forth in the PILA. This statute provides in principle that a judgment rendered by a non-Swiss court may be enforced in Switzerland only if:
| • | the non-Swiss court had jurisdiction pursuant to the PILA; |
| • | the judgment of such non-Swiss court has become final and non-appealable; |
| • | the counterparty has been properly served with process according to the law of the state of his/her/its domicile or ordinary residence (if in Switzerland, through judicial aid granted by the Swiss authorities) or the counterparty has unconditionally joined the proceedings; |
| • | the recognition of the foreign judgment is not manifestly contrary to the public policy or the law in Switzerland; |
| • | the proceedings leading to the judgment have respected the principles of a fair trial (as understood in Switzerland) and, in particular, that the counterparty has been granted the right to be heard and the possibility to properly defend his/her/its case; and |
| • | no action between the same parties and on the same subject matter has been commenced or decided first in a Swiss court and no judgment between the same parties and on the same subject matter has been first rendered by a foreign court, which judgment may be recognized in Switzerland. |
The validity of our ordinary shares offered hereby has been passed upon for us by Vischer AG, Basel, Switzerland.
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The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 20-F for the year ended December 31, 2024 have been so incorporated in reliance on the report of PricewaterhouseCoopers SA, an independent registered accounting firm, given on the authority of said firm as experts in auditing and accounting. PricewaterhouseCoopers SA is a member of EXPERTsuisse — Swiss Expert Association for Audit, Tax and Fiduciary.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual reports on Form 20-F, reports on Form 6-K and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at https://www.oculis.com/. Information contained on, or that can be accessible through, our website is not a part of this prospectus and the inclusion of our website address in this prospectus is an inactive textual reference only.
This prospectus is part of a registration statement that we filed with the SEC and does not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and the securities that we are offering. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.
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The SEC allows us to incorporate by reference much of the information that we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents furnished, rather than filed, and, except as may be noted in any such Form 6-K, exhibits filed on such form that are related to such information), until the offering of the securities under the registration statement of which this prospectus forms a part is terminated or completed:
| • | our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on March 11, 2025; |
| • | our Reports on Form 6-K filed with the SEC on January 6, 2025 (excluding exhibit 99.1), February 14, 2025 (excluding exhibits 1.1, 5.1 and 99.1), April 15, 2025 (excluding 99.2), May 8, 2025 (excluding exhibit 99.3), June 5, 2025 (excluding exhibit 99.1), August 1, 2025, August 21, 2025 (excluding exhibit 99.3), October 6, 2025 (excluding exhibits 99.1 and 99.2), October 31, 2025 (excluding exhibits), and November 10, 2025 (excluding exhibit 99.3); and |
| • | the description of our ordinary shares contained in our Registration Statement on Form 8-A, filed with the SEC on March 1, 2023, including any amendments or reports filed for the purpose of updating the description. |
You can obtain any of the filings incorporated by reference in this prospectus through us or from the SEC through the SEC’s website at www.sec.gov. Our filings with the SEC, including our annual reports on Form 20-F and reports on Form 6-K and exhibits incorporated in and amendments to those reports, are also available free of charge on our website (www.oculis.com) as soon as reasonably practicable after they are filed with, or furnished to, the SEC. The reference to our website is an inactive textual reference only, and information contained therein or connected thereto is not incorporated into this prospectus or the registration statement of which it forms a part. We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all the reports or documents incorporated by reference in this prospectus at no cost, upon written or oral request to us at the following address and telephone number:
Address: Oculis US Inc. 300 Washington Street, Suite 405, Newton, MA 02458
Telephone: +1 617 928 5886
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Oculis Holding AG
Up to 494,259 Ordinary Shares offered by the Selling Securityholder
PROSPECTUS
, 2025
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INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Indemnification of Board of Directors and Executive Committee
Under Swiss corporate law, an indemnification by the corporation of a director or member of the executive committee in relation to potential personal liability is not effective to the extent the director or member of the executive committee intentionally or grossly negligently violated his or her corporate duties towards the corporation. Furthermore, the general meeting of shareholders may discharge the directors and members of the executive committee from liability for their conduct to the extent the respective facts are known to shareholders. Such discharge is effective only with respect to claims of the company and of those shareholders who approved the discharge or who have since acquired their shares in full knowledge of the discharge. Most violations of corporate law are regarded as violations of duties towards the corporation rather than towards the shareholders. In addition, indemnification of other controlling persons is not permitted under Swiss corporate law, including shareholders of the corporation.
Our Articles of Association provide for indemnification of the existing and former members of the board of directors or the executive committee against liabilities arising in connection with the performance of their duties in such capacity. In addition, under general principles of Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee in the proper execution of his or her duties under the employment agreement with the employer.
We have entered into indemnification agreements with each of the members of our board of directors and executive officers, the form of which has been filed as an exhibit to our annual report on Form 20-F filed with the SEC.
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Item 9. Exhibits
| Incorporation by Reference | ||||||||||||||||||||
| Exhibit Number |
Exhibit Description |
Form | File No. | Exhibit Number |
Filing Date | Filed Herewith |
||||||||||||||
| 4.1 | Amended and Restated Articles of Association of the registrant. | 6-K | 001-41636 | 99.2 | June 5, 2025 | |||||||||||||||
| 4.2* | Warrant Agreement by and between Oculis Holding AG and Kreos Capital VII Aggregator SCSp, dated as of May 29, 2024 | 6-K | 001-40316 | 99.5 | August 27, 2024 | |||||||||||||||
| 4.3* | Amendment to Warrant Agreement by and between Oculis Holding AG and Kreos Capital VII Aggregator SCSp, dated as of July 31, 2025 | X | ||||||||||||||||||
| 5.1 | Opinion of Vischer AG. | X | ||||||||||||||||||
| 23.1 | Consent of PricewaterhouseCoopers SA, Independent Registered Public Accounting Firm. | X | ||||||||||||||||||
| 23.2 | Consent of Vischer AG (included in Exhibit 5.1). | X | ||||||||||||||||||
| 24.1 | Powers of Attorney (included on signature page to the registration statement). | X | ||||||||||||||||||
| 107 | Filing Fee Exhibit. | X | ||||||||||||||||||
| * | 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. |
Item 10. Undertakings
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, or the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes |
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| in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3. |
| (5) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| (ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
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| (6) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (7) | That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (9) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding), is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
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Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Lausanne, Switzerland, on November 10, 2025.
| OCULIS HOLDING AG | ||
| By: | /s/ Riad Sherif | |
| Riad Sherif | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Riad Sherif and Sylvia Cheung, and each of them acting individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully for all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Riad Sherif Riad Sherif |
Chief Executive Officer (Principal Executive Officer) |
November 10, 2025 | ||
| /s/ Sylvia Cheung Sylvia Cheung |
Chief Financial Officer (Principal Financial and Accounting Officer) |
November 10, 2025 | ||
| /s/ Anthony Rosenberg Anthony Rosenberg |
Executive Chairman of the Board |
November 10, 2025 | ||
| /s/ Arshad M. Khanani, M.D. Arshad M. Khanani, M.D. |
Director |
November 10, 2025 | ||
| /s/ Christina Ackermann Christina Ackermann |
Director |
November 10, 2025 | ||
| /s/ Geraldine O’Keeffe Geraldine O’Keeffe |
Director |
November 10, 2025 | ||
| /s/ Lionel Carnot Lionel Carnot |
Director |
November 10, 2025 | ||
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| Signature |
Title |
Date | ||
| /s/ Martijn Kleijwegt Martijn Kleijwegt |
Director |
November 10, 2025 | ||
| /s/ Robert K. Warner Robert K. Warner |
Director |
November 10, 2025 | ||
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in the capacity as the duly authorized representative of the Registrant, in Boston, Massachusetts, on November 10, 2025.
| OCULIS US INC | ||
| By: | /s/ Sylvia Cheung | |
| Sylvia Cheung | ||
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Exhibit 4.3
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL.
AMENDMENT TO WARRANT AGREEMENT
Reference is made to (i) the warrant agreement (the “Initial Agreement”) entered into as of May 29, 2024, by and between Oculis Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland (the “Company”), and Kreos Capital VII Aggregator SCSp (“Holder”, and together with the Company the “Parties”) and (ii) the warrant issued on May 29, 2024 (the “Initial Warrant”). The Parties wish to amend the Initial Agreement, including the Initial Warrant, by entering into this amendment (the “Agreement”) as of July 31, 2025 (the “Effective Date”).
Recitals
In order to induce Kreos Capital VII (UK) Limited (“Lender”) to enter into that certain Agreement for the Provision of a Loan Facility, dated as of May 29, 2024 as amended and restated as of July 31, 2025 (the “Loan Agreement”), between the Company, as borrower, and Lender (as defined in the Loan Agreement), as lender, the Company has agreed to (i) amend certain terms of the Initial Warrant as determined pursuant to this Agreement and (ii) issue to Holder (an Affiliate of the Lender), upon the occurrence of certain events, the New Warrant (as defined below) to purchase an additional number of Ordinary Shares (as defined in the New Warrant) of the Company (the “New Warrant Shares” and, together with the Initial Warrant, the New Warrant and all Ordinary Shares or other securities, if any, issuable by the Company at any time upon conversion of the Initial Warrant and the New Warrant, the “Securities”), and at such exercise price, as determined pursuant to this Agreement.
Terms
1. Definitions. Terms used in this Agreement and not otherwise defined shall have the meaning given to them in the Loan Agreement. In addition to terms separately defined in this Agreement, as used in this Agreement, the following terms have the following meanings:
“Affiliate” means, with respect to any specified entity, any other entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the specified entity, where the term “control”, “controlled”, or “controlling” as used in this definition means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.
“Change of Control” means a transaction or series of transactions with another Person or group of Persons whereby such other Person or group acquires 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the common equity of the Company.
“Related Fund” in relation to a fund or account (the “first fund”), means: (i) a fund or account which is managed or advised by the same investment manager or investment adviser as the first fund; or (ii) if it is managed by a different investment manager or investment adviser, a fund or account whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund; or (iii) that investment manager or investment adviser itself.
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“Initial Warrant” means a warrant giving the Holder the right to purchase Warrant Shares issued by the Company pursuant to the Initial Agreement and, as applicable, as amended by this Agreement and the New Warrant in the form set forth on Exhibit A.
“New Warrant” means a warrant giving the Holder the right to purchase New Warrant Shares issued by the Company pursuant to this Agreement and in the form set forth on Exhibit A.
2. Amendment of Terms of Initial Warrant Shares.
(a) Amended Vesting Terms and Exercise Price. Upon, and concurrently with, the closing of the transactions contemplated by the amended and restated Loan Agreement (the “Issue Date”), the 361,011 Warrant Shares issued to the Holder pursuant to the Initial Agreement and the Initial Warrant shall be subject to (i) the vesting terms as set forth in Section 2a) of the New Warrant with respect to, as the case may be. Initial Warrant Shares, Tranche A Warrant Shares and/or Tranche B Warrant Shares (in each case as defined in the New Warrant) and (ii) an exercise price of $12.17 as set forth in the Section 2d) of the New Warrant.
3. Issuance of New Warrant.
(a) New Warrant Shares. Upon, and concurrently with, the Issue Date, the Company shall issue to the Holder a new Warrant (the “New Warrant”) reflecting the Holder’s right to purchase up to 133,248 additional Warrant Shares, on the terms and subject to adjustment from time to time as set forth therein, which New Warrant shall be delivered within [***] of the date hereof (the “Warrant Delivery Date”).
(b) Exercise Price. The Exercise Price per Warrant Share shall be $18.64 with respect to the up to 133,248 additional Warrant Shares issued pursuant to this Agreement, subject to adjustment from time to time in accordance with the terms of the New Warrant.
(c) Warrant Closing; Deliveries. The closing of the New Warrant issuance and delivery of the New Warrant (the “Warrant Closing”) shall take place remotely via exchange of documents on the Warrant Delivery Date. At the Warrant Closing, the Company shall deliver to the Holder the New Warrant, dated as of the Issue Date, duly executed by an authorized representative of the Company.
4. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Holder as follows:
(a) The Company is a stock corporation (Aktiengesellschaft) duly incorporated and validly existing in all respects under the laws of Switzerland and has the power and authority to own its assets and to carry on its business as it is now being conducted.
(b) The Warrant Shares and all Ordinary Shares or other securities, if any, issuable upon conversion of the Warrant Shares shall, upon issuance in accordance with the terms of the Warrant, in particular subject to the delivery of the Notice of Exercise (as defined in the Warrant) and payment of the relevant exercise price under the Initial Warrant and the New Warrant (including pursuant to nominal value exercise in accordance with Section 2(e) of the Warrant, as applicable), be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances except for restrictions on transfer provided for herein or under applicable U.S. federal and state securities laws and voting rights restrictions provided for under the Company’s articles of association.
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(c) Any corporate action required to be taken by the Board of Directors and/or shareholders of the Company in order to authorize the Company to enter into this Agreement and the Warrant, and to issue the applicable Securities, has been taken. All action on the part of the directors of the Company necessary for the execution and delivery of this Agreement and the Warrant and the performance of all respective obligations of the Company hereunder and thereunder has been taken. The issuance of the Ordinary Shares upon exercise of the Warrant will not require any further corporate action by the Board of Directors or shareholders of the Company (other than as required for purposes of such issuance pursuant to articles 653e et seqq. of the Swiss Code of Obligations) and will not be subject to pre-emptive rights in favor of any shareholders of the Company. This Agreement constitutes, and the Warrant will constitute, valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.
(d) Assuming the accuracy of the Holder’s representations and warranties in Section 4 of this Agreement, the execution, delivery and performance of the Agreement will not (i) result in any violation of or be in conflict with any term or provision of the Company’s articles of association or other applicable organizational documents or (ii) result in any violation or be in conflict with or constitute, with or without the passage of time and giving of notice, (A) a default under any law applicable to the Company or any instrument, judgment, order, writ, decree, contract or agreement to which the Company is a party or by which its assets are bound, except such defaults as would not reasonably be expected to materially and adversely affect the Company; or (B) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.
5. Representations and Warranties of Holder. Holder represents and warrants to the Company as follows:
(a) Purchase for Own Account. The applicable Securities are being acquired for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution within the meaning of the U.S. Securities Act of 1933, as amended (the “Securities Act”). Holder also represents that it has not been formed for the specific purpose of acquiring any of the Securities.
(b) Disclosure of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had access to all the information it considers necessary or appropriate to make an informed investment decision with respect to the acquisition of the applicable Securities. Holder further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the applicable Securities and to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.
(c) Investment Experience. Holder understands that the purchase of the Securities involves substantial risk. Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear the economic risk of such Holder’s investment in the Securities and has such knowledge and experience in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in the applicable Securities and/or has a preexisting personal or business relationship with the Company and certain of its officers, directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and financial circumstances of such persons.
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(d) Accredited Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act.
(e) The Securities Act. Holder understands that the applicable Securities are not currently registered with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States. The offer and sale of the Securities is being made in the United States only to the Holder as it is an “accredited investor” (as defined in Regulation D of the Securities Act) in a transaction not involving a public offering and which is exempt from, or not subject to, the registration requirements of the Securities Act. The Holder has been informed that the Securities must be held indefinitely unless they are subsequently registered with the Commission on a registration statement under the Securities Act or an exemption from registration under Securities Act is available. Each Notice of Exercise and each new Warrant issued upon a transfer pursuant to Section 4(b) of the form of Warrant attached as Exhibit A hereto shall contain such warranties and representations as may be required by applicable securities laws.
(f) The Holder is a special limited partnership (SCSp) validly existing in all respects under the laws of Luxembourg and has the power and authority to enter into this Agreement and to carry on its business as it is now being conducted in all material respects.
6. Company Undertakings.
(a) The Company shall take all requisite action to enable exercise of the Warrant and the issuance of the Warrant Shares and shall comply with the terms of this Agreement including, without limitation, (i) the Company shall maintain in its articles of association a provision explicitly permitting the nominal value exercise in accordance with Section 2(e) of the Warrant (including the exercise at nominal value, through a cashless settlement mechanism and/or through adjusted rights under the instrument itself) (ii) to the extent that the conditional share capital of the Company reserved for lenders of debt financing is at any time insufficient to permit the exercise of the Warrant in full, the Company hereby irrevocably commits to convene a general meeting of shareholders of the Company and use reasonable best efforts to cause such general meeting of the shareholders of the Company to create the required conditional share capital reserved for lenders of debt financing to cover the exercise of the Warrant into Warrant Shares in full; and (iii) the Company shall, by resolution of the Board of Directors of the Company, authorize the creation and the issue of a warrant to the Holder to subscribe for Warrant Shares on the terms and subject to the conditions set forth in this Agreement, and to cover such Warrant by allocating the conditional share capital set forth herein accordingly, prior to the Issue Date.
(b) The Company covenants that it shall at all times following the Issue Date (i) cause to be reserved and kept available conditional share capital reserved for such number of Ordinary Shares and other securities as will be sufficient to cover the exercise in full of the Warrant into Warrant Shares (including explicitly permitting the nominal value exercise in accordance with Section 2(e) of the Warrant) prior to the Termination Date (as defined in the Warrant), but under no circumstance longer than 10 years starting from the date of this Agreement and, to the extent applicable, the conversion of the Warrant Shares into Ordinary Shares or such other securities, (ii) procure that the rights of all holders of Ordinary Shares to participate in the loans under the Loan Agreement and to subscribe for the Warrants are validly and fully waived or excluded (Ausschluss des Vorwegzeichnungsrechts) and (iii) procure that all preferential subscription rights of all holders of Ordinary Shares are validly and fully waived or excluded (Ausschluss des Bezugsrechts) and such waivers or exclusions are duly and validly reflected in the Company’s articles of association.
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(c) If the issuance of any of the Securities require approvals or registrations under applicable state “blue sky” or federal securities laws, the Company will use its commercially reasonable efforts to obtain such approvals or registrations as may be appropriate.
7. Restrictive Legends.
(a) Legend. Holder understands that any certificates representing the Securities shall be stamped or imprinted with a legend substantially similar to the following (in addition to any other legend required by applicable law):
THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER AND ANY SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
(b) Instructions Regarding Transfer Restrictions. Holder consents to the Company making a notation on its records and giving instructions to any transfer agent, if applicable, in order to implement the restrictions on transfer established in Section 6(a) of this Agreement.
(c) Removal of Legend. The legend identified in Section 6(a) of this Agreement stamped or imprinted on any certificate evidencing any Securities and any stock transfer instructions and record notations with respect to such Securities, if applicable, shall be removed and the Company shall issue a certificate or book entry without such legend to the holder of such Securities if (i) such Securities are registered under the Securities Act (assuming that such Securities are not held by any affiliate of the Company), or (ii) such holder provides the Company with an opinion of counsel reasonably satisfactory to the Company and its transfer agent, if applicable, to the effect that a sale or transfer of such Securities may be made without registration or qualification. The Company agrees that it shall not require an opinion of counsel if (x) there is no material question as to the availability of Rule 144 (without restriction, including the provisions of Rule 144(c), (e) or (f)) promulgated under the Securities Act or (y) the transfer is to an Affiliate or Related Fund of Holder, provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the Securities Act.
8. Transfer of the Securities. The Securities may not be transferred or assigned in whole or in part except in compliance with applicable federal and state securities laws by the transferor and the transferee.
9. General Provisions.
(a) Entire Agreement. This Agreement (including the Exhibit) constitutes the entire agreement among the parties and supersedes and cancels any prior agreements (including the Initial Agreement and Initial Warrant), representations, warranties, or communications, whether oral or written, among the parties relating to the subject matter of, or the transactions contemplated by, this Agreement (including the Exhibit). In particular, the Initial Warrant is hereby amended by the Warrant and the aggregate maximum number of Warrant Shares under the Prior Warrant and the New Warrant shall be as set forth on the first page of the New Warrant. Neither this Agreement nor any of its provisions may be modified, changed, waived, discharged, or terminated orally. This Agreement may only be modified, changed, waived, discharged, or terminated by an agreement in writing signed by the party against whom or which the enforcement of such modification, change, waiver, discharge, or termination is sought.
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(b) Assignment, Successors and Assigns. The rights and obligations under this Agreement may be assigned by Holder, subject to the execution of a written assignment instrument duly executed on behalf of Holder and the assignee. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
(c) Notices. All notifications, requests, demands, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed given when mailed (with return receipt requested), emailed, or sent via a recognized overnight courier service such as Federal Express, to the parties at the addresses set forth on the signature page, or pursuant to such other instructions as may be designated in writing by the party to receive such notice.
(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without giving effect to its principles regarding conflicts of law or international treaties.
(e) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including PDF) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Except where applicable law requires a mandatory specific form (in particular in case of an assignment of rights and obligations under this Agreement), electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals for all purposes of this Agreement; provided that, without limiting the foregoing or the effectiveness of any previously delivered electronic signature, at the reasonable request of any party hereto, the other party will deliver an electronic scan of a duly executed by hand (wet ink) signature page to this Agreement for the requesting party’s internal records.
(f) Attorney’s Fees. If any action at law or in equity (including arbitration) is necessary to enforce or interpret the terms of this Agreement, the prevailing party in such shall be entitled to receive from the non-prevailing party the prevailing party’s reasonable attorney’s fees, costs and necessary disbursements in addition to any other relief to which it may be entitled.
(g) No Further Obligations. The Company acknowledges and agrees that the Holder has not made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than with regard to the Loan Agreement. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by the Holder or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by the Holder or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by the Holder and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Holder shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.
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(h) Certain Remedies. Each party acknowledges and agrees that the other party would be damaged irreparably if this Agreement is not performed in accordance with its terms or otherwise is breached and that a party will be entitled to an injunction and other equitable relief (without posting any bond or other security) to prevent breaches hereof and to enforce specifically this Agreement and its terms in addition to any other remedy to which such party may be entitled hereunder.
(i) Tax Treatment. The Holder and the Company intend and agree that (i) the Warrant and Loan 1 (as defined in the Loan Agreement) drawn on the Issue Date pursuant to the Loan Agreement are to be treated as an “investment unit” within the meaning of Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) and (ii) the fair market values of the Warrant and Loan 1 shall be reasonably determined by the Company with the consent of the Holder (not to be unreasonably withheld, delayed or conditioned). The parties hereto agree not to take a position inconsistent with this Section 7(i) for U.S. federal and applicable state and local income tax purposes unless required by a final “determination” within the meaning of Section 1313 of the Code to the contrary.
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IN WITNESS WHEREOF the duly authorized representatives of the parties have executed and delivered this Agreement as of the Effective Date.
| Oculis Holding AG, | ||
| a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland | ||
| By: | /s/ Riad Sherif | |
| Name: | Riad Sherif | |
| Title: | Delegate of the Board | |
| By: | /s/ Sylvia Cheung | |
| Name: | Sylvia Cheung | |
| Title: | Chief Financial Officer | |
| Address per Section 7(c): | ||
| Bahnhofstrasse 20, CH-63C0, Zug, Switzerland | ||
| [***] | ||
[Signature Page to Warrant Agreement]
| KREOS CAPITAL VII AGGREGATOR SCSp | ||
| By: | /s/ Mark Collins | |
| Name: | Mark Collins | |
| Title: | Manager | |
| Address per Section 7(c): | ||
| [***] | ||
[Signature Page to Warrant Agreement]
EXHIBIT A
Form of Warrant
(see attached)
THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.
AMENDED WARRANT
OCULIS HOLDING AG
| Warrant Shares: 494,259 | Amendment Date: July 31, 2025 Issue Date of Initial Warrant: May 29, 2024 Initial Exercise Date: May 29, 2024 |
THIS AMENDED WARRANT (the “Warrant”) certifies that, for value received, Kreos Capital VII Aggregator SCSp or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after May 29, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the earlier of (i) December 31, 2033, and (ii) such earlier date on which this Warrant is no longer exercisable for any Warrant Shares in accordance with Section 2(a) (the “Termination Date”) but not thereafter, to subscribe for up to the number of Warrant Shares set forth above (the “Maximum Number of Warrant Shares”), subject to vesting as set forth in Section 2(a) hereof (as subject to adjustment hereunder, the “Warrant Shares”), of Ordinary Shares in Oculis Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland (the “Company”). The issue price of one Ordinary Share under this Warrant shall be equal to the applicable Exercise Price, as defined in Section 2(d), as subject to adjustment hereunder.
For the avoidance of doubt, the Warrant is not issued in the form of uncertificated securities (Wertrechte) in the sense of article 973c of the Swiss Code of Obligations and the Warrant is not listed on any Trading Market.
Section 1. Definitions. In addition to the terms defined elsewhere in this Warrant, the following terms have the meanings indicated in this Section 1:
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.
“Bank” means a bank incorporated in, existing, licensed and authorized under the laws of, Switzerland.
“Board of Directors” means the board of directors of the Company.
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York and in Zurich, Switzerland, are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home,” “shelter-in-place,” “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York and in Zurich, Switzerland, generally are open for use by customers on such day.
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“Commission” means the United States Securities and Exchange Commission.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Loan Agreement” means that certain Agreement for the Provision of a Loan Facility dated May 29, 2024, as amended and restated as of July 31, 2025, between the Company, as borrower, and Lender (as defined therein), as lender.
“Marketable Securities” means securities meeting all of the following requirements: (a) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and is then current in its filing of all required reports and other information under the Securities Act and the Exchange Act; (b) the class and series of shares or other applicable equity interests of the issuer that would be received by the Holder in connection with the applicable Fundamental Transaction were the Holder to exercise this Warrant on or prior to the closing thereof is then traded in a Trading Market, (c) the average daily market value of such securities traded in the Trading Market for the preceding [***] and (d) following the closing of such Fundamental Transaction, the Holder would not be restricted from publicly re-selling all of the issuer’s shares and/or other securities or applicable equity interests that would be received by the Holder in such Fundamental Transaction were the Holder to exercise or convert this Warrant in full on or prior to the closing of such Fundamental Transaction.
“Ordinary Shares” means the registered shares of the Company, nominal value CHF 0.01 per share, and any and all shares of any kind whatsoever which may be issued after the date hereof in respect of, or in exchange for, such ordinary shares of the Company pursuant to a merger, consolidation, stock split, stock dividend, reclassification or recapitalization of the Company or otherwise.
“Ordinary Share Equivalents” means any securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time Ordinary Shares, including, without limitation, any debt, preferred equity, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Shares.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Registration Statement” means an effective registration statement on Form F-1 or Form F-3 filed with Commission, including all information, documents and exhibits filed with or incorporated by reference into such registration statement, as amended from time to time, which registers the resale of the Warrant Shares, and includes any Rule 462(b) Registration Statement.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subsidiaries” means any direct or indirect subsidiary of the Company.
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“Trading Day” means (a) with respect to the Ordinary Shares, a day on which the Ordinary Shares are traded on a Trading Market and (b) with respect to any other securities, any day on which such securities are traded on a Trading Market.
“Trading Market” means, with respect to any securities, any of the following markets or exchanges on which such securities are listed or quoted for trading on the date in question: The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market, the New York Stock Exchange or the NYSE American (or any successors to any of the foregoing).
“Transfer Agent” means Continental Stock Transfer and Trust Company, the current transfer agent of the Company, and any successor transfer agent of the Company.
“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Ordinary Shares are then listed or quoted on a Trading Market, the daily volume weighted average price per Ordinary Share for such date (or the nearest preceding date) on the Trading Market on which the Ordinary Shares are then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price per Ordinary Share for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Ordinary Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Ordinary Shares are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per Ordinary Share so reported and (d) in all other cases, the fair market value of an Ordinary Share as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company, the reasonable fees and expenses of which shall be paid by the Company.
“Warrants” means this Warrant, the warrant issued on May 29, 2024 (the “Initial Warrant”) to the extent it is amended by this Warrant, and other Ordinary Share purchase warrants issued by the Company in the event this Warrant is subdivided.
Section 2. Vesting; Exercise.
a) Vesting Terms. This Warrant shall be exercisable at the option of the Holder, at any time or from time to time, in whole or in part, on or before the Termination Date, for an aggregate number of Warrant Shares equal to (in each case, as subject to adjustment hereunder):
| i. | as of the Issue Date first set forth above, 43,321 initial Warrant Shares (the “Initial Warrant Shares”); provided that, this Warrant shall cease to be exercisable with respect to any Initial Warrant Shares for which this Warrant has not yet been exercised on or prior to May 29, 2031, plus |
| ii. | as of the earlier of (i) [***], or (ii) any drawdown of Loan 1 (as defined in the Loan Agreement) by the Company as contemplated by the Loan Agreement, 158,845 additional Warrant Shares (the “Tranche A Warrant Shares”); provided that this Warrant shall cease to be exercisable with respect to any Tranche A Warrant Shares for which this Warrant has not yet been exercised on or prior to the date that is seven (7) years after the date on which this Warrant shall have become exercisable for such Tranche A Warrant Shares, plus |
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| iii. | following any drawdown of Loan 2 (as defined in the Loan Agreement) by the Company as contemplated by the Loan Agreement, a number of additional Warrant Shares equal to (A) 158,845, multiplied by (B) a fraction equal to (x) the amount of Loan 2 drawn at or prior to such time, divided by (y) the total amount of Loan 2 that may be drawn under the Loan Agreement (the “Tranche B Warrant Shares”); provided that (a) this Warrant shall cease to be exercisable with respect to any Tranche B Warrant shares for which this Warrant has not yet been exercised on or prior to the date that is seven (7) years after the date on which this Warrant shall have become exercisable for such Tranche B Warrant Shares and (b) this Warrant shall not become exercisable for any Tranche B Warrant Shares if there is no drawdown of Loan 2 by the Company on or prior to the Expiry Date (as defined in the Loan Agreement) with respect thereto under the Loan Agreement, plus |
| iv. | as of July 31, 2025, 15,989 Warrant Shares (the “Additional Initial Warrant Shares”); provided that, this Warrant shall cease to be exercisable with respect to any Additional Initial Warrant Shares for which this Warrant has not yet been exercised on or prior to July 31, 2032, plus |
| v. | following any drawdown of Loan 3 (as defined in the Loan Agreement) by the Company as contemplated by the Loan Agreement, a number of additional Warrant Shares equal to (A) 117,259, multiplied by (B) a fraction equal to (x) the amount of Loan 3 drawn at or prior to such time, divided by (y) the total amount of Loan 3 that may be drawn under the Loan Agreement (the “Tranche C Warrant Shares”); provided that (a) this Warrant shall cease to be exercisable with respect to any Tranche C Warrant shares for which this Warrant has not yet been exercised on or prior to the date that is seven (7) years after the date on which this Warrant shall have become exercisable for such Tranche C Warrant Shares and (b) this Warrant shall not become exercisable for any Tranche C Warrant Shares if there is no drawdown of Loan 3 by the Company on or prior to the Expiry Date (as defined in the Loan Agreement) with respect thereto under the Loan Agreement; |
provided that, for the avoidance of doubt, (1) the aggregate number of Warrant Shares for which this Warrant shall be exercisable shall in no event exceed the Maximum Number of Warrant Shares (subject to adjustment as provided herein) and (2) upon any exercise of this Warrant, it shall be deemed to have been exercised for, first, the Initial Warrant Shares, second, the Tranche A Warrant Shares, third, the Tranche B Warrant Shares, fourth, the Additional Initial Warrant Shares and fifth, the Tranche C Warrant Shares, respectively, in the order in which it shall have become exercisable for such Warrant Shares.
b) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company and the Bank of a duly executed PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form attached hereto as Annex A (the “Notice of Exercise”). Within the earlier of (i) [***] and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(f)(ii) herein) following the date of exercise as aforesaid, the Holder shall pay the aggregate Exercise Price for the Warrant Shares specified in the applicable Notice of Exercise by wire transfer in immediately available funds to the Bank, unless and to the extent the nominal value exercise procedure specified in Section 2(e) below is specified in the applicable Notice of Exercise. The Parties acknowledge that (A) the subscription rights conferred to the Holder by the Warrant in relation to the Exercise (the “Subscription Rights”) shall be validly executed on the day when the Exercise Price is received by the Bank (including in accordance with any nominal value exercise pursuant to Section 2(e), as applicable) and the Notice of Exercise is validly executed on behalf of Holder, provided that (i) the Company has received a copy of the duly executed Notice of Exercise and (ii) if the receipt of the Exercise Price by the Bank and the receipt of the duly executed Notice of Exercise by the Company do not occur on the same day, then the latter date shall be deemed to be the valid exercise date of the Subscription Rights; and (B) as of that day, the Holder becomes holder of the Warrant Shares in respect of which Subscription Rights are to be exercised.
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c) No ink-original. Notice of Exercise shall be required; provided that, without limiting the foregoing or the effectiveness of any previously delivered electronically signed Notice of Exercise, at the reasonable request of the Company, the Holder will deliver an electronic scan of a duly executed by hand (wet ink) signature page to the Notice of Exercise for the Company’s internal records. No medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise shall be required. The Company shall have no obligation to inquire with respect to or otherwise confirm the authenticity of the signature(s) contained on any Notice of Exercise nor the authority of the person so executing such Notice of Exercise. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder is the holder of all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as promptly as reasonably practicable after the date on which the final Notice of Exercise is delivered to the Company; provided that, for the avoidance of doubt, this Warrant shall not be deemed to have been fully exercised until it shall have been exercised for the Maximum Number of Warrant Shares. Partial exercises of this Warrant resulting in issuance of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares to which the Holder is entitled hereunder in an amount equal to the applicable number of Warrant Shares issued. The Holder and the Company shall maintain records showing the number of Warrant Shares issued and the date of such issuance. The Company shall deliver any objection to any Notice of Exercise within [***] of receipt of such notice; provided that the Bank has received the Exercise Price (including through nominal value exercise pursuant to Section 2(e), as applicable). The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the subscription for and issuance of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for subscription and issuance hereunder at any given time may be less than the amount stated on the face hereof.
d) Exercise Price. The exercise price per Ordinary Share under this Warrant shall be (i) $12.17 with respect to the Initial Warrant Shares, the Tranche A Warrant Shares and the Tranche B Warrant Shares and (b) $18.64 with respect to the Additional Initial Warrant Shares and the Tranche C Warrant Shares, subject to adjustment hereunder (the “Exercise Price”).
e) Nominal Value Exercise. At the election of the Holder, this Warrant may also be exercised at any time, in whole or in part, by means of a “nominal value exercise” in which the Holder shall be entitled to receive a number of Warrant Shares (credited as fully paid) equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:
| (A) | = | as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) executed and delivered pursuant to Section 2(b) hereof on a day that is not a Trading Day or (2) executed and delivered pursuant to Section 2(b) hereof on a Trading Day prior to the opening of, or during, “regular trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the Exchange Act) on such Trading Day, (ii) the VWAP on the date of the applicable Notice of Exercise if such Notice of Exercise is executed and delivered pursuant to Section 2(b) hereof after the close of “regular trading hours” on a Trading Day, and (iii) in the event of any exercise in connection with or immediately prior to the closing of a Fundamental Transaction, the total consideration per Ordinary Share receivable by the holders of Ordinary Shares in such Fundamental Transaction; | ||
| (B) | = | the Exercise Price of this Warrant, as adjusted hereunder; and | ||
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| (X) | = | the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a nominal value exercise. |
If Warrant Shares are issued in such a nominal value exercise, (i) the Holder shall also pay to the Bank an amount in cash equal to (A) the number of Warrant Shares to be received by the Holder as part of such nominal value exercise calculated in accordance with the above formula pursuant to this Section 2(e), multiplied by (B) the nominal value of CHF 0.01 (as may be adjusted from time to time in accordance with the articles of association of the Company) per Ordinary Share and (ii) the Parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrants being exercised, and the holding period of the Warrants being exercised may be tacked on to the holding period of the Warrant Shares. The Company agrees not to take any position contrary to this Section 2(e).
f) Mechanics of Exercise.
| i. | The Company undertakes that, after confirmation by the Bank of the receipt of the Exercise Price for the Warrant Shares (or, in connection with a nominal value exercise, the nominal value thereof in accordance with Section 2(e)) in respect of which Subscription Rights are to be exercised in accordance with the procedures set forth in this Section 2, it shall allocate to the Holder the Warrant Shares issued by operation of law and constituted by such Warrant free of any liens and encumbrances except for any voting rights restrictions provided for under the Company’s articles of association and shall immediately enter the name of the Holder (or any assignee) in the share register of the Company in respect of the number of Warrant Shares issued to it on the date of issue. |
| ii. | Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares issued hereunder to be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company’s transfer agent is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder, (B) the Warrant Shares are eligible for resale by the Holder without volume or manner of sale limitations, in each case, pursuant to Rule 144 (assuming nominal value exercise of the Warrant), or (C) pursuant to a resale on a case-by-case basis by the Holder without volume or manner of sale limitations pursuant to Rule 144 (assuming nominal value exercise of the Warrant), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earliest of (i) [***] after the delivery to the Company of the Notice of Exercise, (ii) [***] after payment of the aggregate Exercise Price to the Bank and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”); provided that the Company shall have received payment of the aggregate Exercise Price (other than in the case of a nominal value exercise, in which case the Company shall have received payment of at least the aggregate nominal value of the Warrant Shares to be so issued) at the Bank prior to such applicable date. Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that the Company shall have received payment of |
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| the aggregate Exercise Price (other than in the case of a nominal value exercise) at the Bank within the earlier of (i) [***] and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Ordinary Shares as in effect on the date of the delivery of the Notice of Exercise. |
| iii. | Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares remaining available under this Warrant, which new Warrant shall in all other respects be identical with this Warrant. |
| iv. | Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(f)(ii) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise; provided, however, that the Holder shall be required to return any Warrant Shares subject to any such rescinded exercise notice concurrently with the return to Holder of the aggregate Exercise Price paid to the Company for such Warrant Shares and the restoration of Holder’s right to acquire such Warrant Shares pursuant to this Warrant (including, issuance of a replacement warrant certificate evidencing such restored right). |
| v. | No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, any such fraction shall be dropped and the aggregate number of shares to be issued shall be rounded down to the next whole share. The Holder hereby waives any right to compensation or any other right pertaining to any such rounded down fraction. |
| vi. | Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the assignment form attached hereto as Annex B (the “Assignment Form”) duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares. |
| vii. | Closing of Books. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof. |
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| viii. | Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(f)(ii) above pursuant to an exercise on or before the Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, Ordinary Shares to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including reasonable and customary brokerage commissions, if any) for the Ordinary Shares so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue, times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of Ordinary Shares that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Ordinary Shares having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of Ordinary Shares with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Ordinary Shares upon exercise of the Warrant as required pursuant to the terms hereof. |
g) Beneficial Ownership Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of Ordinary Shares beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of Ordinary Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Ordinary Shares which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Ordinary Share Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 2(g), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith and the calculations required under this Section 2(g). To the extent that the limitation contained in this Section 2(g) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other
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securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2(g), in determining the number of outstanding Ordinary Shares, a Holder may rely on the number of outstanding Ordinary Shares as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of Ordinary Shares outstanding. Upon the written or oral request of a Holder, the Company shall within [***] confirm orally and in writing to the Holder the number of Ordinary Shares then outstanding. In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding Ordinary Shares was reported. The “Beneficial Ownership Limitation” shall be [***] of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares issuable upon exercise of this Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(g), provided that the Beneficial Ownership Limitation in no event exceeds [***] of the number of Ordinary Shares outstanding immediately after giving effect to the issuance of Ordinary Shares upon exercise of this Warrant held by the Holder and the provisions of this Section 2(g) shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this Section 2(g) shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(g) to correct this Section 2(g) (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this Section 2(g) shall apply to a successor holder of this Warrant. This provision shall not restrict the number of Ordinary Shares which the holder of this Warrant may receive or beneficially own in order to determine the amount of securities or other consideration that such Holder may receive in the event of a Fundamental Transaction. This restriction may not be waived without shareholder approval. For the avoidance of doubt, nothing in this Section 2(g) shall be deemed to affect the voting rights restrictions provided for under the Company’s articles of association.
Section 3. Certain Adjustments.
a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on its Ordinary Shares or any other equity or equity equivalent securities payable in Ordinary Shares (which, for avoidance of doubt, shall not include any Ordinary Shares issued by the Company upon exercise of this Warrant), (ii) subdivides its outstanding Ordinary Shares into a larger number of shares, (iii) combines (including by way of reverse stock split) its outstanding Ordinary Shares into a smaller number of shares, or (iv) issues by reclassification of the Ordinary Shares any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of Ordinary Shares (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of Ordinary Shares outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant (including the respective Initial Warrant Shares, Additional Initial Warrant Shares, Tranche A Warrant Shares, Tranche B Warrant Shares and Tranche C Warrant Shares) shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
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b) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of Ordinary Shares, by way of return of capital or otherwise (including, without limitation, any distribution of cash, shares or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be granted additional warrants with an exercise price at the nominal value of the Ordinary Shares, and otherwise on the same terms as are set forth in this Warrant, reflecting the value the Holder would have received if it had held, on the date of such Distribution, the Ordinary Shares for which this Warrant was exercisable (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation), and not Warrants, immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Ordinary Shares are to be determined for the participation in such Distribution (provided, however, that to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be receive any such additional warrants as a result of such Distribution to such extent (or in the beneficial ownership of any Ordinary Shares as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation); provided, that the right to receive such portion of such Distribution held in abeyance shall terminate on, and shall not be held in abeyance for any period subsequent to the Termination Date. By way of example, if, had the Holder exercised all of its Warrants prior to such Distribution, (x) it would have received CHF 1,000 of cash or other assets in such Distribution and (y) the value of an Ordinary Share at the time of such Distribution is CHF 100, the Holder shall receive at the time of such Distribution warrants exercisable for 10 additional Ordinary Shares with an exercise price of CHF 0.01.
c) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company (and all of its Subsidiaries, taken as a whole), directly or indirectly, in one or more related transactions, effects any merger or consolidation of the Company with or into another Person which results in a Change of Control, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares or 50% or more of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions, effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares are effectively converted into or exchanged for other securities, cash or property in connection with, or which results in, a Change of Control, or (v) the Company, directly or indirectly, in one or more related transactions, consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) which results in a Change of Control (each a “Fundamental Transaction”), then the holder of this Warrant hereby exercises this Warrant pursuant to Section 2(e) effective immediately prior, and subject, to the closing of such Fundamental Transaction, and thereafter the Holder shall be entitled to participate in the Fundamental Transaction on the same terms as other holders of the same class of securities of the Company; provided, however, that (i) at the option of the Holder, an amount corresponding to the aggregate nominal value of all Warrant Shares to be issued to the Holder in accordance with Section 2(e) shall be deducted from the consideration the Holder would otherwise be entitled to receive following the consummation of such Fundamental Transaction and shall be paid over to the Company on the Holder’s behalf, in satisfaction of the obligation of the Holder to pay the aggregate nominal value of the Warrant Shares to be received by the Holder as part of such nominal value exercise; (ii) if the total consideration per Ordinary Share receivable by the holders of Ordinary Shares in
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such Fundamental Transaction is less than the Exercise Price, then this Warrant shall terminate without exercise or conversion immediately prior, and subject, to the closing of such Fundamental Transaction and (iii) notwithstanding the foregoing or anything herein to the contrary, in the event of a Fundamental Transaction (other than (x) any stock split or reverse stock split, (y) any transaction effected solely for the purpose of changing the jurisdiction of incorporation of the Company, or (z) any holding company reorganization or parent-subsidiary merger not requiring shareholder approval pursuant to applicable law) in which the consideration per Ordinary Share payable in such Fundamental Transaction does not consist solely of Marketable Securities, cash or a combination of cash and Marketable Securities, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or [***] after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Warrant on the date of the consummation of such Fundamental Transaction. “Black Scholes Value” means the value of this Warrant based on the Black Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the highest VWAP during the period beginning on the Trading Day immediately preceding the public announcement of the applicable contemplated Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to this Section 3(c) and (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds within [***] of the Holder’s election (or, if later, on the effective date of the Fundamental Transaction). The Company shall require any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing the obligations of the Company under this Section 3(c) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction.
d) Calculations. All calculations under this Section 3 shall be made by the Company to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, except to the extent provided otherwise, the number of Ordinary Shares deemed to be issued and outstanding as of a given date shall be the sum of the number of Ordinary Shares (excluding treasury shares, if any) issued and outstanding.
e) Notice to Holder.
| i. | Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment. |
| ii. | Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Ordinary Shares, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Ordinary Shares, (C) the Company shall authorize the granting to all holders of the Ordinary Shares rights or |
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| warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any shareholders of the Company shall be required in connection with any reclassification of the Ordinary Shares, any consolidation or merger to which the Company (and all of its Subsidiaries, taken as a whole) is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Ordinary Shares are converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email or other address as it shall appear upon the Warrant Register of the Company, at least [***] prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Ordinary Shares of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Ordinary Shares of record shall be entitled to exchange their Ordinary Share for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein. |
Section 4. Transfer of Warrant.
a) Restricted Securities. The Holder understands that neither this Warrant nor the Warrant Shares have been registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act provided by Regulation D under the Securities Act. The Holder understands that the Warrant and the Warrant Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Holder must hold the Warrant or the Warrant Shares indefinitely unless they are registered with the Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Holder understands that this Warrant and the Warrant Shares and any securities issued in respect of or exchange for such securities, may bear one or all of the following legends (in substantially the form set forth below):
“THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT.”
and, any legend required by the securities laws of any state to the extent such laws are applicable to the Securities represented by the certificate so legended.
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b) Transferability. Subject to the restrictions of Section 4(a), this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, to up to a maximum of five Holders in the aggregate at any time, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within [***] of the date on which the Holder delivers a duly executed Assignment Form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.
c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time and shall provide to the Holder a copy thereof on the Amendment Date set forth above. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary and the Company’s receipt of the written assignment instrument referred to in Section 4(b).
Section 5. Registration Rights.
a) Demand Registration. The Company shall, by no later than [***], prepare and file a registration statement on Form F-3 or, if the Company is ineligible to use Form F-3, a registration statement on Form F-1 under the Securities Act covering the re-sale of the maximum number of Warrant Shares issuable upon exercise of this Warrant (including Initial Warrant Shares) by the Holder (the “Registrable Shares”) and in parallel with such filing will withdraw the Registration Statement on Form F-3 filed with respect to the Initial Warrant Shares. The Company shall use its commercially reasonable efforts to cause such registration statement to become effective under the Securities Act as soon as practically possible (and in any event within [***] days of the filing thereof, assuming a “no review” by the Commission, or [***] days if the registration statement is reviewed by the Commission) and to keep such registration statement continuously effective and free from any material misstatement or omission or failure to state a material fact therein until termination of such obligation as provided below. Following the filing of the registration statement, the Company shall advise the Holder promptly (and in any event within [***] thereof):
| i. | of the effectiveness of such registration statement or any post-effective amendment thereto; |
| ii. | of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement under the Securities Act or of the suspension by any state securities commission of the qualification of the Registrable Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes; and |
| iii. | of the existence of any fact and the happening of any event that makes any statement of a material fact made in such registration statement, the prospectus or any amendment or supplement thereto, or any document incorporated by reference therein, untrue, or that requires the making of any additions to or changes in such registration statement or any prospectus thereto that are requested by the Commission or in order to make the statements therein not misleading. |
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In furtherance of the foregoing, the Company shall cause all Registrable Shares to be listed on each Trading Market, if any, on which equity securities by the Company are then listed.
b) Piggyback Registration. If the Company proposes to register (including, for this purpose, a registration effected by the Company for shareholders other than the Holder) any of its Ordinary Shares under the Securities Act in connection with the public offering of such securities, the Company shall, at such time, promptly give the Holder notice of such registration. Upon the request of the Holder given within [***] after such notice is given by the Company, the Company shall cause to be registered all of the Registrable Shares that the Holder has requested to be included in such registration.
c) Termination of Registration Rights. The obligations of the Company pursuant to Section 5 shall continue for so long as the Holder shall hold this Warrant or any Registrable Shares issuable or issued hereunder, provided that the obligations of the Company pursuant to this Section 5 shall cease and terminate (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement hereunder with respect thereto) as to the Holder for so long as (i) a Registration Statement with respect to the sale of such Registrable Shares is declared effective by the Commission under the Securities Act and all such Registrable Shares have been disposed of by the Holder in accordance with such effective Registration Statement, (ii) all such Registrable Shares have been previously sold in accordance with Rule 144 promulgated under the Securities Act (or any successor to such rule), or (iii) all such Registrable Shares become eligible for resale without volume or manner-of-sale restrictions and without current public information pursuant to Rule 144 as set forth in a written opinion letter to such effect, addressed, delivered and acceptable to the Transfer Agent (assuming that such securities and any securities issuable upon exercise, conversion or exchange of which, or as a dividend upon which, such securities were issued or are issuable, were at no time held by any affiliate of the Company).
d) Selling Securityholder Questionnaire. The Holder agrees to furnish to the Company a completed questionnaire in the form provided by the Company. The Company shall not be required to include the Registrable Shares of the Holder in a Registration Statement and shall not be required to pay any damages hereunder to the Holder if the Holder fails to furnish to the Company a fully completed Selling Holder Questionnaire at least [***] Business Days prior to the filing of the Registration Statement.
e) Facilitation of Sales Pursuant to Rule 144. For as long as any Holder holds Registrable Shares, to the extent it shall be required to do so under the Exchange Act, the Company shall use commercially reasonable efforts to timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144) and submit all required Interactive Data Files (as defined in Rule 11 of Regulation S-T of the Commission), and shall use commercially reasonable efforts to take such further necessary action as any holder of Registrable Shares may reasonably request in connection with the removal of any restrictive legend on the Registrable Shares being sold, all to the extent required from time to time to enable such holder to sell the Registrable Shares without registration under the Securities Act within the limitations of the exemption provided by Rule 144.
Section 6. Miscellaneous.
a) No Rights as Shareholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a shareholder of the Company prior to the exercise hereof as set forth in Section 2, except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “nominal value exercise” pursuant to Section 2(e) or to
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receive cash payments pursuant to Section 2(f)(viii) or Section 3(c) hereof, including if the Company is for any reason unable to issue and deliver Warrant Shares upon exercise of this Warrant as required pursuant to the terms hereof, in no event shall the Company be required to net cash settle an exercise of this Warrant or cash settle in any other form.
b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant, if mutilated, the Company will make and deliver a new Warrant of like tenor and dated as of such cancellation, in lieu of such Warrant.
c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Trading Day, then such action may be taken or such right may be exercised on the next succeeding Trading Day.
d) Authorized Shares. The Company covenants that during the period the Warrant is outstanding, it will reserve from its conditional share capital reserved for Ordinary Shares a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any subscription rights under this Warrant (including by way of nominal value exercise in accordance with Section 2(e)). The Company further covenants that its issuance of this Warrant shall constitute full authority to its directors who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the subscription rights under this Warrant. The Company will take such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without any preferential subscription rights of its shareholders and without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Ordinary Shares may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the subscription rights represented by this Warrant and payment for such Warrant Shares in accordance herewith (including by way of nominal value exercise in accordance with Section 2(e)), be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue) and with voting rights subject to the restrictions provided for under the Company’s articles of association.
Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its articles of association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) take such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares with voting rights subject to the restrictions provided for under the Company’s articles of association upon the exercise of this Warrant and (ii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.
Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.
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e) Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of Switzerland, without regard to the principles of conflicts of law thereof or international treaties. The courts of England sitting in London have exclusive jurisdiction to settle any dispute arising out of or in connection with this Warrant (including a dispute relating to the existence, validity or termination of this Warrant or any non-contractual obligation arising out of or in connection with this Warrant) (a “Dispute”). The parties to this Warrant agree that the courts of England sitting in London are the most appropriate and convenient courts to settle Disputes and accordingly no party to this Warrant will argue to the contrary. This Section 6(e) is for the benefit of the Holder only. As a result, the Holder shall not be prevented from taking proceedings relating to a Dispute in any other courts in Switzerland or in the United Kingdom with jurisdiction. To the extent allowed by law, the Holder may take concurrent proceedings in Switzerland or the United Kingdom.
f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.
g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant, if the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.
h) Notices. Any and all notices or other communications or deliveries to be provided by the Holder hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by email or sent by a nationally recognized overnight courier service, addressed to the Company, at Bahnhofstrasse 20, CH-6300, Zug, Switzerland, Attention: [***], or such other email address or address as the Company may specify for such purposes by notice to the Holder with a copy (which shall not constitute notice) to VISCHER AG, Attention: Dr. Matthias Staehelin & Vincent Reardon email address: [***]; and to Cooley LLP, Attention: Katie Kazem, email address: [***]. Any and all notices or other communications or deliveries to be provided by the Company hereunder shall be in writing and delivered personally, by email, or sent by a nationally recognized overnight courier service addressed to the Holder at [***]. Any notice or other communication or deliveries hereunder shall be deemed given and effective on the earliest of (i) the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section prior to 5:30 p.m. (New York City time) on any date, (ii) the next Trading Day after the time of transmission, if such notice or communication is delivered via email at the email address set forth in this Section on a day that is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading Day, (iii) the second Trading Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (iv) upon actual receipt by the party to whom such notice is required to be given. To the extent that any notice provided by the Company hereunder constitutes, or contains, material, non-public information regarding the Company or any subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Report on Form 6-K.
i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Ordinary Shares or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
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j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.
k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by such Holder.
l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder; provided such modification, amendment or waiver applies to all of the then outstanding Warrants.
m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.
n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.
o) Signatures. Except where applicable law requires a mandatory specific form (in particular in case of an assignment of rights and obligations under this Warrant), electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals for all purposes of this Warrant; provided that, without limiting the foregoing or the effectiveness of any previously delivered electronic signature, at the reasonable request of any party hereto, the other party will deliver an electronic scan of a duly executed by hand (wet ink) signature page to this Warrant for the requesting party’s internal records.
(Remainder of page left blank | Signature page follows)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated,
| Oculis Holding AG, | ||
| a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland | ||
| By: | /s/ Riad Sherif | |
| Name: | Riad Sherif | |
| Title: | Delegate of the Board | |
| By: | /s/ Sylvia Cheung | |
| Name: | Sylvia Cheung | |
| Title: | Chief Financial Officer | |
Signature Page of the Warrant
Annex A
NOTICE OF EXERCISE
| TO: | OCULIS HOLDING AG |
(1) By reference to article 3b of the Company’s articles of association, the undersigned hereby gives notice to the Company of its election to subscribe for Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and irrevocably undertakes to pay the exercise price of $ in full, together with all applicable transfer taxes, if any, as set forth below.
(2) Payment shall take the form of (check applicable box):
| ☐ | in lawful money of the United States by payment of the exercise price of $ to the following bank account (the “Bank”): |
Bank: [Swiss bank]
Account holder: [●]
IBAN: [●]
SWIFT: [●];
| ☐ | the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(e), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the nominal value exercise procedure set forth in subsection 2(e), together with payment to the Bank of the applicable nominal value of the Warrant Shares to be issued to the Holder in accordance with subsection 2(e). |
(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:
The Warrant Shares shall be delivered to the following DWAC Account Number:
[SIGNATURE OF HOLDER]
| Name of Investing Entity: |
| Signature of Authorized Signatory of Investing Entity: |
| Name of Authorized Signatory: |
| Title of Authorized Signatory: |
| Date: |
Annex B
ASSIGNMENT FORM
(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to exercise the Warrant to purchase shares.)
FOR VALUE RECEIVED, the foregoing Warrant to purchase shares of Oculis Holding AG, a stock corporation (Aktiengesellschaft) incorporated and existing under the laws of Switzerland, and all rights evidenced thereby are hereby assigned to:
| Name: | ||
| (Please Print) | ||
| Address: | ||
| (Please Print) | ||
| Phone Number: | ||
| Email Address: | ||
| Dated: , | ||
| Holder’s Signature: | ||
| Holder’s Address: | ||
| Acknowledged and agreed | ||
| Name: | ||
| (Please Print) | ||
| Dated: , | ||
| Assignee’s Signature: | ||
Exhibit 5.1
| Oculis Holding AG Bahnhofstrasse 20 6300 Zug |
| 10 November 2025
Oculis Holding AG – Registration Statement on Form F-3
| ||
| VISCHER Ltd | Dear Sir or Madam,
| |
| Basel Aeschenvorstadt 4 CH-4010 Basel Switzerland Phone +41 58 211 33 00 Fax +41 58 211 33 10
Zurich Schützengasse 1 CH-8021 Zurich Switzerland Phone +41 58 211 34 00 Fax +41 58 211 34 10
Geneva Esplanade de Pont-Rouge 9C CH-1200 Geneva Switzerland Tel +41 58 211 35 00
Civil Law Notaries in Basel-City and Baselland |
We have acted as special Swiss counsel to Oculis Holding AG (the “Company”), a company incorporated under the laws of the Switzerland, in connection with a registration statement on Form F-3 (the “Registration Statement”), filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and the related prospectus (the “Prospectus”) relating to the resale by a selling securityholder of up to 494,259 ordinary shares of the Company, each with a nominal value of CHF 0.01 (the “Offered Shares”) issuable upon the exercise of a warrant in accordance with a certain Warrant Agreement by and between the Company and Kreos Capital VII Aggregator SCSp, dated as of 29 May 2024 and amended on 31 July 2025 (the “Warrant Agreement”).
As such counsel, we have been requested to render an opinion as to certain matters of Swiss law.
I. BASIS OF OPINION
This opinion is confined to and given on the basis of the laws of Switzerland in force at the date hereof and as currently applied by Swiss courts. Such laws and the interpretation thereof are subject to change. In the absence of explicit statutory law, we base our opinion on our independent professional judgement.
This opinion is also confined to the matters stated herein and is not to be read as extending, by implication or otherwise, to any document referred to in the Documents (other than listed below) or to any other matter. |
| 10 November 2025 | 2 |
For purposes of this opinion we have not conducted any due diligence or similar investigation as to factual circumstances, which are or may be referred to in the Documents, and we express no opinion as to the accuracy of representations and warranties of facts set out in the Documents or the factual background assumed therein.
For the purpose of giving this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (the ”Documents”):
| a) | an electronic copy of the Registration Statement, including the Prospectus; |
| b) | an uncertified electronic copy of an extract from the Commercial Register of the Canton of Zug (the “Commercial Register”) dated 10 November 2025 regarding the Company, retrieved online (the “Register Extract”); and |
| c) | the articles of association (Statuten) of the Company dated 3 November 2025, shown on the Register Extract as being the most recent articles of association filed with the Commercial Register (the “Articles of Association”). |
No documents have been reviewed by us in connection with this opinion other than those listed above. Accordingly, our opinion is limited to the above Documents and their legal implications under Swiss law.
All terms used in this opinion in uppercase form shall have the meaning ascribed to them in the Registration Statement, unless otherwise defined herein.
| II. | ASSUMPTIONS |
In rendering the opinion below, we have assumed the following:
| a) | all documents produced to us as originals are authentic and complete, and all documents produced to us as copies (including, without limitation, electronic copies) conform to the original; |
| b) | all documents produced to us as originals and the originals of all documents produced to us as copies were duly executed and certified, as applicable, by the individuals purported to have executed or certified, as the case may be, such documents, and any electronic signatures on any such document have been affixed thereto by the individual to whom such electronic signature belongs; |
| c) | to the extent relevant for purposes of this opinion, any and all information contained in the Documents is and will be true, complete and accurate at all relevant times; |
| 10 November 2025 | 3 |
| d) | in relation to the Company, there have been no changes of the Articles of Association or their respective registration in the Commercial Register or compared to the Articles of Association in the form examined by us; |
| e) | the Registration Statement and the Prospectus have been filed by the Company; |
| f) | all authorizations, approvals, consents, licenses, exemptions, other than as required by mandatory Swiss law applicable to the Company or the Articles of Association, and other requirements for the filing of the Registration Statement and the Prospectuses or for any other activities carried on in view of, or in connection with, the performance of the obligations expressed to be undertaken by the Company in the Registration Statement and the Prospectuses have been duly obtained and are and will remain in full force and effect, and any related conditions to which the parties thereto are subject have been satisfied; |
| g) | (i) the number of Offered Shares will not exceed the number of registered shares that may be issued under the Articles of Association (as may be amended from time to time), (ii) prior to the resale of any Offered Shares, the Registration Statement will have become effective, and (iii) the exercise, issuance of and payment for the Offered Shares will be made in accordance with the Articles of Association (as may be amended from time to time), the Registration Statement, the Prospectus, the Warrant Agreement and Swiss law; |
| h) | prior to the issuance and resale of any Offered Shares, the Company’s board of directors will have duly authorized the issuance of such Offered Shares and will have validly excluded the pre-emptive rights of the existing shareholders for purposes of the issuance of such Offered Shares as contemplated in the Registration Statement, the Prospectus, as applicable, and such authorization and exclusion will not have been amended and will be in full force and effect until the issuance of all such Offered Shares; |
| i) | the Company has not entered and will not enter into any transaction which could be construed as repayment of share capital (Einlagenrückgewähr) and has not undertaken and will not undertake an acquisition in kind (Sacheinlage) without complying with the formal procedure set forth in article 634 of the Swiss Code of Obligations (the “CO”), a set-off against a claim (Verrechnung) without complying with the formal procedure set forth in article 634a CO, or a conversion of equity surplus (Umwandlung von frei verwendbarem Eigenkapital) without complying with the formal procedure set forth in article 652d CO; and |
| 10 November 2025 | 4 |
| j) | there are no provisions of the laws of any jurisdiction outside Switzerland which would have any implication for the opinion we express and that, insofar as the laws of any jurisdiction outside Switzerland may be relevant, such laws have been or will be complied with. |
| III. | OPINION |
Based upon the foregoing and subject to the qualifications set out below, we are of the opinion that the Offered Shares to be issued pursuant to the terms of the Warrant Agreement, if and when the rights of the underlying warrant are exercised and the Offered Shares are issued and paid for pursuant to the Articles of Association, the underlying Warrant Agreement and Swiss law – in particular after the exercise price for such Offered Shares has been paid-in in accordance with the Articles of Association, the underlying Warrant Agreement and Swiss law and, to the extent required under Swiss law, upon registration of the corresponding share capital increase with the Commercial Register of the Canton of Zug – and if and when such Offered Shares have been entered into the Company’s book of uncertificated securities, have been or will be, as applicable, validly issued, fully paid as to their nominal value and non-assessable.
| IV. | QUALIFICATIONS |
This opinion is subject to the following qualifications:
| a) | This opinion is limited to matters of Swiss law as in force on the date hereof and as applied and construed by the courts of Switzerland. |
| b) | The exercise of voting rights and rights related thereto with respect to any Offered Shares is only permissible after registration in the Company’s share register as a shareholder with voting rights in accordance with the provisions of, and subject to the limitations provided in, the Articles of Association. |
| c) | We express no opinion as to whether the Registration Statement and the Prospectus are accurate, true, correct, complete or not misleading. In particular, and without limitation to the foregoing, we express no opinion as to whether the Registration Statement and the Prospectus provide sufficient information for investors to reach an informed assessment of the Company and the Offered Shares. |
| d) | Notwithstanding or irrespective of registration of the capital increase with respect to the Offered Shares with the Commercial Register, the underlying resolutions of the Company’s board of directors or related resolutions of the general meeting may be challenged by a dissenting shareholder of the Company or others in court or otherwise. However, we believe that such challenge of such resolutions after registration of the Offered Shares with the Commercial Register, even if successful, would not in itself void such Offered Shares. |
| 10 November 2025 | 5 |
| e) | The opinion set forth herein is limited to the matters specifically addressed herein, and no other opinion or opinions are expressed or may be implied or inferred. In particular, we express no opinion as to any commercial, calculating, auditing or other non-legal matters. Further, we express in this opinion no opinion as to tax law. |
* * *
We have rendered this opinion as of the date hereof and we assume no obligation to advise you of changes that may thereafter be brought to our attention.
In this opinion, Swiss legal concepts are expressed in English terms and not in their original terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and further consent to the reference to our name under the captions “Service of Process and Enforceability of Civil Liabilities” and “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion is governed by and shall be construed in accordance with the laws of Switzerland.
[Signature Page Follows]
| 10 November 2025 | 6 |
| Very truly yours, |
| VISCHER AG |
|
/s/Dr. Matthias Staehelin |
| Dr. Matthias Staehelin |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form F-3 of Oculis Holding AG of our report dated March 11, 2025 relating to the financial statements, which appears in Oculis Holding AG’s Annual Report on Form 20-F for the year ended December 31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers SA
Lausanne, Switzerland
November 10, 2025