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 April, 2020
Commission File Number: 001-36582
Auris Medical Holding Ltd.
(Exact name of registrant as specified in
its charter)
Clarendon House, 2 Church Street
Hamilton HM 11, Bermuda
(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:
Form 20-F ☒ 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):
Yes ☐ No ☒
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):
Yes ☐ No ☒
Purchase
Agreement and Registration Rights Agreement
On
April 23, 2020, Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (“we” or
the “Company”), entered into a purchase agreement (the “Purchase Agreement”) and a registration rights
agreement (the “Registration Rights Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”),
pursuant to which Lincoln Park has agreed to purchase from us, from time to time, up to $10,000,000 of our common shares, par
value CHF 0.40 per share (the “Common Shares”), subject to certain limitations set forth in the Purchase Agreement,
during the 30-month term of the Purchase Agreement following the Commencement Date (defined below). Pursuant to the terms of the
Registration Rights Agreement, we will file with the U.S. Securities and Exchange Commission (the “SEC”) a registration
statement on Form F-1 (the “Registration Statement”) to register for resale under the Securities Act of 1933, as amended
(the “Securities Act”), Common Shares that we may elect to sell to Lincoln Park from time to time from and after the
Commencement Date under the Purchase Agreement.
We
do not have the right to commence any sales to Lincoln Park under the Purchase Agreement until all of the conditions thereto that
are set forth in the Purchase Agreement, all of which are outside of Lincoln Park’s control, have been satisfied, including,
among other things, the Registration Statement being declared effective by the SEC (the date on which all such conditions are
satisfied, the “Commencement Date”). From and after the Commencement Date, under the Purchase Agreement, on any business
day selected by us on which the closing sale price of our Common Shares exceeds the U.S. Dollar equivalent of the then applicable
par value of a single Common Share (which, as of the date of this Agreement, is CHF 0.40) plus $0.01 (the “Floor Price”),
and provided that at least one trading day has passed since the last prior Regular Purchase (as applicable), we may direct Lincoln
Park to purchase up to 150,000 Common Shares on the applicable purchase date (a “Regular Purchase”), which maximum
number of shares may be increased to certain higher amounts up to a maximum of 400,000 Common Shares, if the number of then outstanding
Common Shares exceeds certain thresholds set forth in the Purchase Agreement and the market price of our Common Shares at the
time of the Regular Purchase equals or exceeds $1.00 (such share and dollar amounts subject to proportionate adjustments for stock
splits, recapitalizations and other similar transactions as set forth in the Purchase Agreement), provided that Lincoln Park’s
purchase obligation under any single Regular Purchase shall not exceed $1,000,000. The purchase price of Common Shares we may
elect to sell to Lincoln Park under the Purchase Agreement in a Regular Purchase, if any, will be based on prevailing market prices
of our Common Shares immediately preceding the time of sale as set forth in the Purchase Agreement.
In
addition to Regular Purchases, the Company may also direct Lincoln Park to purchase other amounts of our Common Shares in “accelerated
purchases” and in “additional accelerated purchases” under the terms set forth in the Purchase Agreement.
Lincoln
Park has no right to require us to sell any Common Shares to Lincoln Park, but Lincoln Park is obligated to make purchases as
the Company directs, subject to certain conditions. There are no upper limits on the price per share that Lincoln Park must pay
for our Common Shares that we may elect to sell to Lincoln Park pursuant to the Purchase Agreement. In all instances, the Company
may not sell Common Shares to Lincoln Park under the Purchase Agreement to the extent that the sale of shares would result in
Lincoln Park beneficially owning more than 4.99% of our Common Shares.
There
are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the
Purchase Agreement or Registration Rights Agreement, other than our agreement not to enter into any “variable rate”
transactions (as defined in the Purchase Agreement) with any third party, subject to certain exceptions set forth in the Purchase
Agreement, for the period set forth in the Purchase Agreement. Lincoln Park has covenanted not to cause or engage in any direct
or indirect short selling or hedging of our Common Shares.
Actual
sales of Common Shares, if any, to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined
by the Company from time to time, including, among others, market conditions, the trading price of the Common Shares and determinations
by the Company as to the appropriate sources of funding for the Company and its operations. The net proceeds to us from sales
of Common Shares to Lincoln Park under the Purchase Agreement, if any, will depend on the frequency and prices at which we sell
shares to Lincoln Park under the Purchase Agreement. We expect that any net proceeds received by us from such sales to Lincoln
Park, if any, will be used for working capital and general corporate purposes.
The
Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification
obligations of the parties. During any “event of default” under the Purchase Agreement, all of which are outside of
Lincoln Park’s control, Lincoln Park does not have the right to terminate the Purchase Agreement; however, the Company may
not initiate any Regular Purchase or any other purchase of Common Shares by Lincoln Park, until such event of default is cured.
The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. In addition, in the event of
bankruptcy proceedings by or against the Company, the Purchase Agreement will automatically terminate. The representations, warranties
and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely
for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.
The
Common Shares are being sold by the Company to Lincoln Park under the Purchase Agreement in reliance upon an exemption from the
registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation
D promulgated thereunder.
The
foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference
to the full text of such agreements, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which
is incorporated herein in its entirety by reference.
As a result of the Purchase
Agreement, as of the date of this Report on Form 6-K, the Company does not anticipate selling any additional Common Shares to Lincoln
Park under the Purchase Agreement dated May 2, 2018, by and between the Company and Lincoln Park.
INCORPORATION
BY REFERENCE
This
Report on Form 6-K, including Exhibits 10.1, and 10.2 to this Report on Form 6-K, shall be deemed to be incorporated by reference
into the registration statements on Form F-3 (Registration Number 333-228121)
and Form S-8 (Registration Number 333-232735)
of Auris Medical Holding Ltd. and to be a part thereof from the date on which this report is filed, to the extent not superseded
by documents or reports subsequently filed or furnished.
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/
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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Date:
April 23, 2020
3
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