Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
December 03 2020 - 5:26PM
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 December, 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 ☒
Registered
Direct Offering
On
December 2, 2020, Auris Medical Holding Ltd. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to
sell and issue, in a registered direct offering priced at the market in accordance with the rules of the Nasdaq Stock Market (the
“Offering”), an aggregate of 2,000,000 of the Company’s common shares, par value CHF 0.01 per share (the “Common
Shares”) at an offering price of $4.00 per Common Share. The Common Shares are being offered by the Company pursuant to
an effective shelf registration statement on Form F-3, which was originally filed with the Securities and Exchange Commission
(the “SEC”) on November 1, 2018, as amended by a Post-Effective Amendment filed on March 20, 2019 and declared effective
on March 27, 2019 (File No. 333-228121) (the “Registration Statement”) and a prospectus supplement thereunder dated
December 2, 2020 filed with the Securities and Exchange Commission. The Offering is expected to close on or about December 4,
2020, subject to satisfaction of customary closing conditions.
The
Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchasers and customary
indemnification rights and obligations of the parties. Pursuant to the terms of the Purchase Agreement, the Company has agreed
to certain restrictions on the issuance and sale of its Common Shares during the 60-day period following the closing
of the Offering, subject to certain exceptions.
The
gross proceeds to the Company from the transaction, before deducting the placement agent’s fees and expenses, and the Company’s
estimated offering expenses, are expected to be approximately $8.0 million. The Company intends to use the net proceeds received
from the Offering for working capital and general corporate purposes.
In connection with the Offering, the Company entered into a placement
agency agreement (the “Placement Agency Agreement”) with A.G.P./Alliance Global Partners (the “Placement Agent”)
pursuant to which the Company agreed to pay the Placement Agent a cash fee equal to 7% of the aggregate gross proceeds raised from
the sale of the securities Common Shares sold in the Offering and reimburse the Placement Agent for certain of its expenses in
an amount not to exceed $40,000. The Placement Agency Agreement contains customary representations, warranties and agreements by
the Company, customary conditions to closing, indemnification obligations of the Company and the Placement Agent, including for
liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The
foregoing descriptions of the Purchase Agreement and the Placement Agency Agreement are not complete and are qualified in their
entireties by reference to the full text of the Purchase Agreement and the Placement Agency Agreement, copies of which are filed
herewith as Exhibit 10.1 and Exhibit 10.2, respectively, to this Report on Form 6-K and are incorporated by reference herein.
A copy of the opinion of Conyers Dill & Pearman Limited relating to the legality of the issuance and sale of the Common Shares
is filed herewith as Exhibit 5.1.
Press
Release
On
December 2, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated by reference herein.
INCORPORATION
BY REFERENCE
This
Report on Form 6-K, including Exhibits 5.1, 10.1, 10.2 and 99.1 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
Exhibit
Number
|
|
Description
|
5.1
|
|
Opinion of Conyers Dill & Pearman Limited, Bermuda counsel to the Company, as to the validity of the common shares of Auris Medical Holding Ltd.
|
10.1
|
|
Form of Securities Purchase Agreement, dated December 2, 2020, by and between the Company and each Purchaser thereto
|
10.2
|
|
Placement Agency Agreement, dated as of December 2, 2020, by and between the Company and A.G.P./Alliance Global Partners
|
99.1
|
|
Press Release, dated December 2, 2020, of Auris Medical Holding Ltd.
|
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.
|
Auris
Medical Holding Ltd.
|
|
|
Date:
December 3, 2020
|
By:
|
/s/
Thomas Meyer
|
|
|
Name:
|
Thomas
Meyer
|
|
|
Title:
|
Chief
Executive Officer
|
4
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