Amended Statement of Ownership (sc 13g/a)
January 16 2018 - 12:51PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act
of 1934
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(Amendment
No. 1)*
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Auris
Medical Holding AG
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(Name of Issuer)
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Common Shares, nominal value CHF 0.40 per share
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(Title of Class of Securities)
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H03579101
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(CUSIP Number)
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December
31, 2017
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(Date of event which requires filing
of this statement)
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Check the appropriate box to designate
the rule pursuant to which this Schedule 13G is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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(Page 1 of 6 Pages)
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*The remainder
of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The information
required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. H03579101
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13G
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Page
2
of 6 Pages
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1
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NAMES
OF REPORTING PERSONS
Empery Asset
Management, LP
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☐
(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE
VOTING POWER
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6
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SHARED
VOTING POWER
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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8
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SHARED
DISPOSITIVE POWER
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.80%
(See Item 4)
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12
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TYPE
OF REPORTING PERSON
PN
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CUSIP No. H03579101
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13G
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Page
3
of 6 Pages
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1
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NAMES
OF REPORTING PERSONS
Ryan M. Lane
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☐
(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE
VOTING POWER
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6
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SHARED
VOTING POWER
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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8
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SHARED
DISPOSITIVE POWER
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.80%
(See Item 4)
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12
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TYPE
OF REPORTING PERSON
IN
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CUSIP No. H03579101
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13G
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Page
4
of 6 Pages
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1
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NAMES
OF REPORTING PERSONS
Martin D.
Hoe
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
☐
(b) ☐
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3
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SEC
USE ONLY
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4
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE
VOTING POWER
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6
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SHARED
VOTING POWER
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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7
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SOLE
DISPOSITIVE POWER
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8
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SHARED
DISPOSITIVE POWER
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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9
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,750,000
Common Shares issuable upon exercise of Warrants (See Item 4)
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10
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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☐
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11
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.80%
(See Item 4)
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12
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TYPE
OF REPORTING PERSON
IN
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CUSIP No. H03579101
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13G
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Page
5
of 6 Pages
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This Amendment
No. 1 (this
Amendment
) amends the statement on Schedule 13G filed on February 17, 2017 (the
Original
Schedule 13G
, as amended, the
Schedule 13G
), with respect to
Common
Shares, nominal value CHF 0.40 per share (the
Common Shares
), of Auris Medical Holding AG (the
Company
).
Capitalized terms used herein and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13G. This
Amendment amends and restates Items 4 and 5 in their entirety as set forth below.
Item 4.
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OWNERSHIP
.
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The
information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth
in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such
Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 44,329,704 Common
Shares issued and outstanding as of October 10, 2017, as represented in the Companys Prospectus Supplement filed with the
Securities and Exchange Commission on October 19, 2017 pursuant to Rule 424(b)(3) and assumes the exercise of the Companys
reported warrants (the
Reported Warrants
).
The Investment Manager, which serves as the
investment manager to the Empery Funds, may be deemed to be the beneficial owner of all Common Shares underlying the Reported
Warrants held by the Empery Funds. Each of the Reporting Individuals, as Managing Members of the General Partner of the Investment
Manager with the power to exercise investment discretion, may be deemed to be the beneficial owner of all Common Shares underlying
the Reported Warrants held by the Empery Funds. The foregoing should not be construed in and of itself as an admission by any
Reporting Person as to beneficial ownership of Common Shares owned by another Reporting Person. Each of the Empery Funds and the
Reporting Individuals hereby disclaims any beneficial ownership of any such Common Shares.
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Item 5.
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OWNERSHIP OF FIVE PERCENT
OR LESS OF A CLASS.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following: ☒
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CUSIP No. H03579101
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13G
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Page
6
of 6 Pages
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SIGNATURES
After reasonable
inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
DATED:
January 16, 2018
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EMPERY ASSET MANAGEMENT, LP
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By: EMPERY AM GP, LLC, its General Partner
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By:
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/s/
Ryan M. Lane
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Name: Ryan M. Lane
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Title: Managing Member
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/s/
Ryan M. Lane
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Ryan M. Lane
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/s/
Martin D. Hoe
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Martin D. Hoe
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