Withdrawal of Registration Statement (rw)
June 26 2019 - 5:17PM
Edgar (US Regulatory)
Auris
Medical Holding Ltd.
Clarendon
House
2
Church Street
Hamilton
HM 11
Bermuda
June
26, 2019
VIA
EDGAR
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
100
F Street, NE
Washington,
DC 20549
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Re:
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Auris
Medical Holding Ltd.
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Request
for Withdrawal of Registration Statement on Form S-8
File
No. 333-223855
CIK
No. 0001601936
Ladies
and Gentlemen:
Pursuant
to Rule 477(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Auris Medical Holding
Ltd., a Bermuda corporation (the “Company”), hereby requests that the Registration Statement on Form S-8 (File No.
333-223855), originally filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on
March 22, 2018, together with all exhibits thereto (the “Registration Statement”) be withdrawn effective immediately.
None of the Company’s securities has been sold in connection with the offering covered by the Registration Statement.
The
Company requests that the Commission consent to the withdrawal of the Registration Statement on the grounds that the Company intends
to file a new registration statement on Form S-8 to replace the Registration Statement. The Company is replacing the Registration
Statement with a new registration statement on Form S-8 primarily because (i) the Company is no longer using certain of the compensation
plans described in the Registration Statement and (ii) the Company, on March 18, 2019, discontinued as a Swiss company and, pursuant
to Article 163 of the Swiss Federal Act on Private International Law and pursuant to Section 132C of the Companies Act 1981 of
Bermuda (the “Companies Act”), continued its existence under the Companies Act as an exempted company incorporated
in Bermuda. Accordingly, withdrawal of the Registration Statement is consistent with the public interest and protection of investors,
as contemplated by Rule 477(a).
The
Company requests in accordance with Rule 457(p) of the Securities Act that all fees paid to the Commission in connection with
the filing of the Registration Statement be credited for future use. The Company respectfully requests that the Commission issue
an order granting the withdrawal of the Registration Statement (File No. 333-223855) as soon as reasonably practicable.
Please
send a copy of the written order granting withdrawal of the Registration Statement to the Company’s counsel, Lowenstein
Sandler LLP, via email at
adinur@lowenstein.com
. It is our understanding that this application for withdrawal of the Registration
Statement will be deemed granted as of the date that it is filed with the Commission unless, within 15 days after such date, the
Company receives notice from the Commission that this application will not be granted.
Should
you have any questions regarding this matter, please do not hesitate to contact Alexander Dinur at (973) 422-6732. Thank you for
your assistance with this application for withdrawal.
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Sincerely,
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Auris Medical Holding Ltd.
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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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