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 October, 2017
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):
Entry into a Material Definitive
Agreement
Registered Offering Purchase
Agreement
On October
10, 2017, Auris Medical Holding AG (the “Company” or “we”) entered into a purchase agreement (the “
Registered
Offering Purchase Agreement
”) with Lincoln Park Capital Fund, LLC (“
LPC
”), pursuant to which LPC
committed to subscribe for 1,744,186 of our common shares for an aggregate price of $1,500,000, subject to certain limitations
and conditions set forth in the Registered Offering Purchase Agreement and pursuant to our effective shelf registration statement
on Form F-3 (Registration No. 333-217305), 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 April 24, 2017.
The Registered
Offering Purchase Agreement contains customary representations, warranties and agreements of the parties, indemnification rights
of LPC and other obligations of the parties.
Equity Commitment Purchase
Agreement and Registration Rights Agreement
On October
10, 2017, we entered into a purchase agreement (the “
Commitment Purchase Agreement
” and together with the Registered
Offering Agreement, the “
Purchase Agreements”
) and a Registration Rights Agreement (the “
Registration
Rights Agreement
”) with LPC. Pursuant to the Commitment Purchase Agreement, LPC has agreed to subscribe for up to $13,500,000
of our common shares over the 30-month term of the Commitment Purchase Agreement.
Upon
satisfaction of the conditions in the Commitment Purchase Agreement, including that a registration statement, which we have
agreed to file with the SEC, pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final
prospectus in connection therewith is filed by the SEC (the “Commencement”), we will have the right, from time to
time at its sole discretion over the 30-month period from and after the Commencement, to require LPC to subscribe for up to
300,000 of our common shares (a “
Regular Purchase
”); provided, however, that (i) a Regular Purchase may be
increased to up to 350,000 of our common shares provided that the closing sale price of our common shares is not below $1.00
on the purchase date, (ii) a Regular Purchase may be increased to up to 400,000 of our common shares provided that the
closing sale price of our common shares is not below $1.50 on the purchase date and (iii) a Regular Purchase may be increased
to up to 500,000 of our common shares provided that the closing sale price of our common shares is not below $2.00 on the
purchase date; and provided, further, that the aggregate price of any Regular Purchase shall not exceed $1,000,000. We may
not sell any of our common shares as a Regular Purchase on a date in which the closing sale price of our common shares is
below the nominal value of our shares, or CHF 0.40. The purchase price for Regular Purchases shall be equal to the lesser of
(i) the lowest sale price of our common shares on the purchase date and (ii) the average of the three (3) lowest
closing sale prices of our common shares during the ten (10) business days prior to the purchase date, as reported on the
Nasdaq Capital Market.
We also
have the right, at our sole discretion, to require LPC to make additional purchases of up to an aggregate of $3,000,000 in separate
amounts of up to $500,000 each, at a purchase price equal to the lesser of (i) $1.50 per common share or (ii) 97% of the purchase
price, provided that the closing price of the common shares is not below $0.70. We can deliver notice for an additional purchase
at any time, so long as at least twelve (12) business days have passed since a additional purchase was completed.
The Commitment
Purchase Agreement contains customary representations, warranties and agreements of the parties, certain limitations and conditions
to completing future sale transactions, indemnification rights of LPC and other obligations of the parties. LPC has covenanted
not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Common Stock. In connection
with the entry into the Commitment Purchase Agreement, we paid LPC a cash fee of $300,000.
We have
agreed to file a registration statement on Form F-1 covering the resale of the common shares issuable to LPC under the Commitment
Purchase Agreement in accordance with the terms of the Registration Rights Agreement.
The net
proceeds under the Commitment Purchase Agreement to will depend on the frequency and prices at which we sell our common shares
to LPC. We expect that any proceeds received by us from such sales to LPC will be used for working capital and general corporate
purposes. We have the right to terminate the Commitment Purchase Agreement at any time for any reason upon one (1) business day’s
written notice to LPC.
The foregoing
description of the Purchase Agreement, the Commitment Purchase Agreement and the Registration Rights Agreement is a summary only
and is subject to, and qualified in its entirety by, reference to the full text of the Purchase Agreement, the Commitment Purchase
Agreement and the Registration Rights Agreement, each of which is attached hereto as Exhibits 10.1, 10.2 and 10.3, respectively,
and are incorporated herein by reference.
The representations,
warranties and covenants contained in the Purchase Agreements and the Registration Rights Agreement were made only for purposes
of such agreements and as of specific dates, were solely for the benefit of the parties to the Purchase Agreements and the Registration
Rights Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Purchase Agreements
and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information regarding
the terms of the Purchase Agreements and the Registration Rights Agreement, and not to provide investors with any other factual
information regarding our Company or its business, and should be read in conjunction with the disclosures in our periodic reports
and other filings with the SEC.
A copy of
the press release announcing the transactions is furnished as Exhibit 99.1 hereto.
INCORPORATION
BY REFERENCE
The text above under “Entry
into a Material Definitive Agreement” and Exhibits 10.1, 10.2 and 10.3 to this Report on Form 6-K shall be deemed to be
incorporated by reference into the registration statements on Form F-3 (Registration Numbers 333-206710 and 333-217305) and Form
S-8 (Registration Numbers 333-198037, 333-200805 and 333-217306) 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 99.1 to this Report on
Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “
Exchange
Act
”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act.
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.
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Auris Medical Holding AG
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By:
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/s/ Hernan Levett
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Name:
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Hernan Levett
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Title:
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Chief Financial Officer
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Date: October 11,
2017
EXHIBIT INDEX
Exhibit
Number
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Description
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10.1
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Registered Offering Purchase Agreement, dated as of October 10, 2017, by and between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC.
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10.2
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Commitment Purchase Agreement, dated as of October 10, 2017, by and between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC.
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10.3
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Registration Rights Agreement, dated as of October 10, 2017, by and between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC.
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99.1
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Press Release dated October 11, 2017
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