Notice of Termination of a Foreign Private Issuer's Registration of a Class of Securities Under Section 12(b) (15f-12b)
March 13 2018 - 4:45PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION
OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE
REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 001-36582
Auris
Medical Holding AG
1
(Exact
name of registrant as specified in its charter)
Bahnhofstrasse 21
6300 Zug
Switzerland
+41 41 729 71 94
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Common shares of Auris Medical Holding
AG, nominal value CHF 0.40 per share
(Title of each class of securities covered
by this Form)
None
(Titles of all other classes of securities
for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate
the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
Rule 12g-4(a)(1)
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x
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Rule 12g-4(a)(2)
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¨
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Rule 12h-3(b)(1)(i)
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x
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Rule 12h-3(b)(1)(ii)
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¨
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Rule 15d-6
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¨
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Approximate number of holders of record
as of the certification or notice date: None
1
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On March 13, 2018, Auris Medical Holding AG (“Old Auris”)
merged with and into Auris Medical Newco Holding AG (“Auris NewCo”), its subsidiary (the “Merger”), pursuant
to the terms of the merger agreement dated as of February 9, 2018 (the “Merger Agreement”). As a result of the Merger,
Old Auris ceased to exist; each shareholder of Old Auris received one share of Auris NewCo for each ten shares of Old Auris held.
The Merger constitutes a succession for purposes of Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). This Form 15 relates solely to the reporting obligations of Old Auris, which was merged with and into Auris NewCo,
under the Exchange Act, and does not affect the reporting obligations of Auris NewCo, which is the successor to Old Auris under
the Exchange Act.
Pursuant to the terms of the Merger Agreement, as part of the
consummation of the Merger, Auris NewCo assumed the name Auris Medical Holding AG.
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Pursuant to the requirements of the Securities
Exchange Act of 1934, Auris Medical NewCo Holding AG, as successor to Auris Medical Holding AG, has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.
Date: March 13, 2018
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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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