Oculis Holding AG美股招股说明书(2025-12-01版)

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 494,259ordinary shares of Oculis Holding AG, or the Company, issuable upon the exercise of a warrant that was issued to the selling securityholder on May29,2024, and amended on July31, 2025, or the Warrant. This prospectus is not intended to constitute an indication or prediction of the date on which theselling securityholder will exercise the Warrant for ordinary shares, if at all. We are filing the registration statement of which this prospectus forms a partin 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 wasdeclared effective on September6, 2024 relating to the resale of 361,011 ordinary shares underlying the original warrant issued to the sellingsecurityholder. The selling securityholder may, from time to time, sell, transfer or otherwise dispose of any or all of the ordinary shares being registered orinterests in the ordinary shares being registered on any stock exchange, market or trading facility on which our ordinary shares are traded or in privatetransactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, atvarying 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 sharesby the selling securityholder under this prospectus. Upon the exercise of the Warrant, however, we will receive the exercise price of the Warrant. The netproceeds 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 entireprospectus, including the additional information described under the heading “Incorporation by Reference,” and any amendments or supplementscarefully 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 thesymbol “OCS.” On November28, 2025, the last reported sale price of our ordinary shares on Nasdaq was $19.00 per ordinary share. On November28,2025, the last reported sale price of our ordinary shares on Nasdaq Iceland was ISK 2,420.00 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 disclosurerequirements. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus istruthful 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 uncertaintiesdescribed under the heading “Risk Factors” beginning on page8 of this prospectus. In addition, please review anyadditional risk factors in any accompanying prospectus supplement, any free writing prospectus and any documents weincorporate by reference. The date of this prospectus is December1, 2025. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSTRADEMARKS AND TRADENAMESPRESENTATION OF FINANCIAL INFORMATIONSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUMMARYABOUT THIS OFFERINGRISK FACTORSCAPITALIZATIONUSE OF PROCEEDSSELLING SECURITYHOLDERPLAN OF DISTRIBUTIONEXPENSES OF THE OFFERINGSERVICE OF PROCESS AND ENFORCEABILITY OF CIVIL LIABILITIESLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCE Table of Contents ABOUT THIS PROSPECTUS This prospectus describes the general manner in which the selling securityholder identified in this prospectus may offer from time to time up to494,259 ordinary shares issuable upon the exercise of the Warrant. If necessary, the specific manner in which the ordinary shares may be offered andsold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in thisprospectus. To the extent there is a conflict between the information contained in this prospectus and any applicable prospectus supplement, you shouldrely on the information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement inanot