Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
May 13 2019 - 6:26AM
Edgar (US Regulatory)
Filed with the Securities and Exchange
Commission on May 13, 2019
Registration No. 333-231114
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Auris
Medical Holding Ltd.
(Exact Name of Registrant as Specified in
Its Charter)
Not Applicable
(Translation of Registrant’s name
into English)
Bermuda
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2834
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NOT APPLICABLE
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Tel: (441) 295-5950
(Address, Including Zip Code, and Telephone
Number, Including Area Code, of Registrant’s Principal Executive Offices)
Agent for Service of Process Info
Cogency Global, Inc.
10 East 40th Street, 10th Floor
New York, NY 10016
(212) 947-7200
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Michael J. Lerner, Esq.
Steven M. Skolnick, Esq.
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
Tel: (212) 262-6700
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Oded Har-Even, Esq.
Robert V. Condon III, Esq.
Zysman, Aharoni, Gayer and Sullivan &
Worcester LLP
1633 Broadway
New York, NY 10019
Tel: (212) 660-5000
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Approximate date of commencement of
proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered
on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box. ☒
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☒
333-231114
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)
of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1
to the Registration Statement on Form F-1 of Auris Medical Holding Ltd. (the “Company”), as originally declared effective
by the Securities and Exchange Commission (the “SEC”) on May 10, 2019, is being filed for the sole purpose of filing
Exhibits 5.1 and 5.2 as part of the Registration Statement. This Post-Effective Amendment No. 1 does not modify any provision of
Part I or Part II of the Registration Statement other than supplementing Item 8 of Part II as set forth below. This Registration
Statement shall become effective upon filing with the Commission in accordance with Rule 462(d) under the Securities Act of 1933,
as amended.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 8. Exhibits
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(a)
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The following documents are filed as part of this registration statement:
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SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Hamilton, Bermuda on May 13, 2019.
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Auris Medical Holding Ltd.
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By:
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/s/ Thomas Meyer
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Name:
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Thomas Meyer
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons on May 13, 2019 in the capacities
indicated:
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By:
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/s/
Thomas Meyer
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Name:
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Thomas Meyer
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Title:
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Chief Executive Officer and Director
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(principal executive officer)
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By:
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*
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Name:
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Hernan Levett
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Title:
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Chief Financial Officer
(principal financial officer and
principal
accounting officer)
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By:
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*
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Name:
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Armando Anido
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Title:
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Director
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By:
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*
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Name:
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Mats Blom
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Title:
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Director
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By:
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*
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Name:
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Alain Munoz
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Title:
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Director
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By:
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*
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Name:
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Calvin Roberts
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Title:
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Director
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By:
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*
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Name:
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Richard Arthur
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Title:
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Assistant Secretary on behalf of Cogency Global
Inc., Authorized Representative in the United States
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*By:
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/s/ Thomas Meyer
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Name:
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Thomas Meyer
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Title:
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Attorney-in-Fact
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II-2
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