Report of Foreign Issuer (6-k)
14 December 2018 - 12:40AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December, 2018
Commission File Number: 001-36582
Auris Medical Holding AG
(Exact name of registrant as specified
in its charter)
Bahnhofstrasse 21
6300 Zug, Switzerland
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant
is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
On December 11, 2018, Auris Medical
Holding AG (the “Company” or “we”) entered into a purchase agreement (the “
Purchase Agreement
”)
with FiveT Capital AG (“
FTC
”), pursuant to which FTC committed to subscribe for 1,700,000 of our common shares
(the “
Purchase Shares
”) for an aggregate price of $707,200, subject to certain limitations and conditions set
forth in the Purchase Agreement and pursuant to our effective shelf registration statement on Form F-3 (Registration No. 333-228121),
filed with the Securities and Exchange Commission (the “
SEC
”) in accordance with the provisions of the Securities
Act of 1933, as amended (the “
Securities Act
”), which was declared effective on November 14, 2018 and the related
prospectus supplement dated December 11, 2018.
The Purchase Agreement contains
customary representations, warranties and agreements of the parties, indemnification rights of FTC and other obligations of the
parties. The issuance of the Purchase Shares is expected to occur on December 13, 2018.
A copy of the opinion of Walder
Wyss Ltd. relating to the legality of the issuance and sale of the Purchase Shares in the offering is attached as Exhibit 5.1
hereto.
The foregoing description of
the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is
filed herewith as Exhibit 1.1 and is incorporated by reference herein.
A copy of the Company’s
Amended and Restated Articles of Association is filed as Exhibit 4.1 to this Report on Form 6-K and is filed with reference to,
and is hereby incorporated by reference into, the Registration Statement.
INCORPORATION
BY REFERENCE
This Report on Form 6-K, including the exhibits hereto, shall be deemed
to be incorporated by reference into the registration statement on Form F-3 (Registration Number 333-228121) and the registration
statement on Form S-8 (Registration Number 333-223855) of Auris Medical Holding AG and to be a part thereof from the date on which
this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT
INDEX
Exhibit Number
|
|
Description
|
1.1
|
|
Purchase Agreement dated as of December 11, 2018, by and between Auris Medical Holding AG
and FiveT Capital AG.
|
4.1
|
|
Amended and Restated Articles of Association dated December 13, 2018.
|
5.1
|
|
Opinion of Walder Wyss Ltd.
|
23.1
|
|
Consent of Walder Wyss Ltd. (included in Exhibit 5.1).
|
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
|
Auris Medical Holding AG
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Hernan Levett
|
|
|
|
|
|
Name:
|
Hernan Levett
|
|
|
|
|
|
Title:
|
Chief Financial Officer
|
|
Date: December 13, 2018
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