Registration of Securities of Successor Issuers (8-k12g3)
March 18 2019 - 3:37PM
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 March 2019
Commission
File Number: 001-36582
Auris Medical Holding Ltd.
(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):
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):
This Form 6-K is furnished
by Auris Medical Holding Ltd. (the “Company”) to the U.S. Securities and Exchange Commission (the “SEC”)
as notice that the Company has changed its jurisdiction of incorporation from Switzerland to Bermuda. The Company discontinued
as a Swiss company and, pursuant to Article 163 of the Swiss Federal Act on Private International Law and Section 132G of the Companies
Act 1981 of Bermuda (the “Companies Act”), continued its existence under the Companies Act as a corporation organized
in Bermuda. This transaction is referred to as the “Redomestication.” The Company changed its name from “Auris
Medical Holding AG” to “Auris Medical Holding Ltd.” in connection with the Redomestication. As a result, the
Company’s future filings with the SEC will be made under the name Auris Medical Holding Ltd.
The Company’s
common shares continued to trade on the Nasdaq Capital Market (“Nasdaq”) after the Redomestication under the symbol
“EARS”. As a result of the Redomestication, the Company’s CUSIP/ISIN number relating to its common shares changed
to CUSIP/ISIN (G07025 102/BMG070251027).
Description of Share Capital
The description under
the heading “Item 10—Additional Information—B. Memorandum and articles of association—Bermuda Description
of Share Capital” and “Item 10—Additional Information—B. Memorandum and articles of association—Comparison
of Corporate Law” in the Company’s annual report on Form 20-F for the year ended December 31, 2018, filed with the
SEC on March 14, 2019, is incorporated by reference herein.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date: March 18, 2019
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Auris Medical Holding Ltd.
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By:
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/s/
Hernan Levett
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Hernan Levett
Chief Financial Officer
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