EARS Auris Medical Holding AG

 

 

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:

 

Form 20-F

X

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):

 

Yes

No

X

 

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):

 

Yes			No	X

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