Report of Foreign Issuer (6-k)
March 13 2018 - 4:37PM
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, 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:
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):
Extraordinary General Meeting
Results
On March
12, 2018, Auris Medical Holding AG (“
Auris Medical
”) held an Extraordinary General Meeting of Shareholders.
The final results of each of the agenda items submitted to a vote of the shareholders are as follows:
Agenda Item 1: Approval of
the merger between Auris Medical (as transferring entity) and Auris Medical NewCo Holding AG (“Auris Medical NewCo”)
(as surviving entity) according to the terms and conditions set forth by the merger agreement dated 9 February 2018 and based
on the interim balance sheet of Auris Medical as of 30 September 2017.
Auris Medical
shareholders approved the merger between Auris Medical (as transferring entity) and Auris Medical NewCo (as surviving entity)
according to the terms and conditions set forth by the merger agreement dated 9 February 2018 and based on the interim balance
sheet of Auris Medical as of 30 September 2017.
Pursuant
to the Merger, Auris Medical shareholders received one common share with a nominal value of CHF 0.02 of Auris Medical NewCo
for every 10 Auris Medical common shares held prior to the Merger, effectively resulting in a “reverse stock split”.
Agenda Item 2: Discharge of
liability for the members of the Board of Directors and the persons entrusted with the Corporation’s management
Auris Medical
shareholders approved the discharge of liability of the members of the Board of Directors and the persons entrusted with the Corporation’s
management for the 2017 financial year as well as for the 2018 financial year (until the date of the 2018 Extraordinary General
Meeting).
Agenda Item 3: Compensation
of the Board of Directors and the Executive Management Committee
Auris Medical
shareholders approved a maximum aggregate amount of compensation of CHF 400,000 (gross) for the members of the Board of Directors
for the period from the 2018 Annual General Meeting to the 2019 Annual General Meeting.
Auris Medical
shareholders approved a maximum aggregate amount of fixed compensation of CHF 3,000,000 (gross) for the members of the Executive
Management Committee for the 2019 financial year.
Agenda Item 4: Re-election
of the Chairman and members of the Board of Directors. Election to the Board of Directors
Auris Medical
shareholders re-elected Thomas Meyer, PhD, as member and Chairman of the Board of Directors, re-elected Armando Anido, MBA, Mats
Peter Blom, MBA, Calvin W.
Roberts,
MD, as members of the Board of Directors, and elected Alain Munoz, MD, as member of the Board of Directors, each for a term of
one year ending upon completion of the 2019 Annual General Meeting.
Agenda Item 5: Re-election
and election to the Compensation Committee
Auris Medical
shareholders re-elected Armando Anido, MBA, and elected Alain Munoz, MD, as members of the Compensation Committee, each for a
term of one year ending upon completion of the 2019 Annual General Meeting.
Agenda Item 6: Re-election
of the Auditors
Auris Medical
shareholders re-elected Deloitte AG as auditors of Auris Medical Holding AG for the 2018 financial year.
Agenda Item 7: Re-election
of the Independent Proxy
Auris Medical
shareholders re-elected Sandro G. Tobler, Attorney at Law, Zug, as Independent Proxy of Auris Medical Holding AG for a term of
one year ending upon completion of the 2019 Annual General Meeting.
* General Comment: As a result
of the approval of Agenda Item 1 (Merger), the results of Agenda Items 3–7 are being implemented at the level of Auris Medical
NewCo and the respective resolutions of Auris Medical NewCo were implemented by the separate General Meeting of Auris Medical
NewCo immediately prior to the registration of the Merger.
EXHIBIT INDEX
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.
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Auris Medical Holding AG
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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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Date:
March 13, 2018
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