Oculis Holding AG美股招股说明书(2025-10-31版)

4,691,358 Ordinary Shares We are offering 4,691,358 of our ordinary shares, CHF 0.01 nominal value per share. 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 October 29, 2025, the last reported sale price of our ordinary shares was $21.55 per ordinary share on Nasdaq and ISK 2,630 per ordinaryshare on Nasdaq Iceland. We are a “foreign private issuer” under applicable Securities and Exchange Commission, or SEC, rules and an “emerging growth company” as that termis defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and are eligible for reduced public company disclosure requirements. Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading“Risk Factors” onpageS-8of this prospectus supplement and in the documents that are incorporated by reference into this prospectussupplement. (1)We refer you to “Underwriting” beginning onpageS-12of this prospectus supplement for additional information regarding underwritingcompensation. We have granted the underwriters the option to purchase up to 703,703 additional ordinary shares from us at the offering price, less underwritingdiscounts and commissions. The underwriters may exercise this right at any time, in whole or in part, within 30days following the date of thisprospectus supplement. We are offering to sell directly to an investor, in a concurrent registered direct offering, 740,740 of our ordinary shares at the offering price. We refer tothis transaction as the concurrent registered direct offering. The closing of the concurrent registered direct offering and the closing of this offering arenot contingent upon each other. See “Underwriting” for more information. Neither the Securities and Exchange Commission nor any U.S. state or other securities commission has approved or disapproved of thesesecurities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the ordinary shares to purchasers on or about November3, 2025, which is the second business day following theinitial trade date for our ordinary shares (this settlement cycle being referred to as “T+2.” It is expected that delivery of the ordinary shares will be madeagainst payment therefor on or about the date of delivery specified on the cover page of this prospectus supplement, which is the second business dayfollowing the date of pricing of the ordinary shares (this settlement cycle being referred to as “T+2”). Under Rule 15c6-1 under the Securities ExchangeAct of 1934, as amended, or the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties toany such trade expressly agree otherwise. Accordingly, purchasers who wish to trade our ordinary shares prior to the business day preceding thesettlement date will be required, by virtue of the fact that the ordinary shares initially will settle T+2, to specify an alternate settlement cycle at the timeof any such trade to prevent a failed settlement. Purchasers of our ordinary shares who wish to trade the shares prior to the business day preceding thesettlement date should consult their own advisors. Leerink PartnersH.C. Wainwright & Co. J.P. MorganVan Lanschot Kempen Pareto SecuritiesNeedham & Company TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPRESENTATION OF FINANCIAL AND OTHER INFORMATIONPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONUNDERWRITINGMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR U.S. HOLDERSMATERIAL SWISS INCOME TAX IMPLICATIONSSERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWSDIVIDEND POLICYMATERIAL CHANGESLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Base Prospectus ABOUT THIS PROSPECTUSTRADEMARKS AND TRADENAMESPRESENTATION OF FINANCIAL INFORMATIONMARKET AND INDUSTRY DATASPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS PROSPECTUS SUMMARYRISK FACTORSCAPITALIZATIONOFFER STATISTICS AND EXPECTED TIMETABLEREASONS FOR THE OFFER AND USE OF PROCEEDSTHE OFFER AND LISTINGDESCRIPTION OF SHARE CAPITAL AND ARTICLES OF ASSOCIATION LIMITATIONS AFFECTING SHAREHOLDERS OF A SWISS COMPANY PLAN OF DISTRIBUTION EXPENSES OF THE OFFERING LEGAL MATTERS EXPERTS SERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIES WHERE YOU CAN FIND MORE INFORMATION INCORPORATION BY REFERENCE We are responsible for the information contained in this prospectus supplement and in any free writing prospectus we prepare or authorize. Weand the underwriters have not authorized anyone to provide you with different information, and we and the underwriters ta