Securities Registration: Employee Benefit Plan (s-8)
January 15 2021 - 4:07PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on January 15, 2021
Registration
No. 333-______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
Auris
Medical Holding Ltd.
(Exact
Name of Registrant as Specified in Its Charter)
Bermuda
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Not
Applicable
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(State or Other Jurisdiction
of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Clarendon
House
2
Church Street
Hamilton
HM 11 Bermuda
(Address,
Including Zip Code of Principal Executive Offices)
Auris
Medical Holding Ltd. Equity Incentive Plan, as amended
(Full
title of Plan)
Cogency
Global, Inc.
122
East 42nd Street, 18th Floor
New York, New York 10168
(212) 947-7200
(Name,
address 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
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☐
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Emerging growth company ☐
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If
an emerging growth company, 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.
☐
CALCULATION
OF REGISTRATION FEE
Title Of Securities To Be Registered
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Amount
To Be
Registered(1)
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Proposed Maximum Offering Price Per Share(2)
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Proposed Maximum Aggregate Offering Price(2)
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Amount Of
Registration Fee(2)
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Common Shares, par value CHF 0.01 per share, reserved for issuance pursuant to the EIP (as defined below)
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1,200,000
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$
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2.64
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$
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3,168,000
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$
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345.63
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(1)
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Covers 1,500,000 common shares issuable under the the Auris
Medical Holding Ltd. Equity Incentive Plan, as amended (the “EIP”) and, pursuant to Rule 416(a) under the Securities
Act of 1933, as amended (the “Securities Act”), any additional common shares that become issuable under the EIP by
reason of any share dividend, share split or other similar transaction.
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(2)
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Pursuant to Rule 457(h) and Rule 457(c) under the Securities
Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated for the purpose
of calculating the amount of the registration fee and are based on the average of the high and low sales price on the NASDAQ Capital
Market on January 12, 2021.
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EXPLANATORY
NOTE
Pursuant
to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed by Auris
Medical Holding Ltd. (the “Company”) for the purpose of registering additional common shares of the Company, par value
CHF 0.01 per share (the “Common Shares”) under the Company’s Equity Incentive Plan, as amended (the “EIP”).
This Registration Statement registers an aggregate of 1,200,000 additional Common Shares available for issuance under the EIP
pursuant to the approval by the board of directors of the Company (the “Board”) on December 12, 2020.
The
Common Shares registered pursuant to this Registration Statement are of the same class of securities as the 300,000 shares of
Common Stock registered for issuance under the EIP pursuant to the currently effective Registration Statement on Form S-8 (Registration
No. 333-232735) filed on July 19, 2019. The information contained in the Company’s Registration Statement on Form S-8 (Registration
Nos. 333-232735) is hereby incorporated by reference pursuant to General Instruction E.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
(a)
our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on April 16, 2020;
(b)
our Reports on Form 6-K furnished on April 23, 2020, June 5, 2020, July 2, 2020, September 8, 2020, September 11, 2020, September 17, 2020, October 9, 2020 (as amended by Form 6-K/A, furnished on September 17, 2020), December 2, 2020 and December 3, 2020;
and
(c)
the description of our Common Shares contained in our Report on Form 6-K furnished on March 18, 2019, including any subsequent
amendment or reports filed for the purpose of updating such description.
All
subsequent annual reports on Form 20-F filed by us and all subsequent reports on Form 6-K filed by us that are identified by us
as being incorporated by reference shall be deemed to be incorporated by reference into this registration statement and shall
be deemed to be a part hereof after the date of this registration statement but before the termination of the offering hereunder.
In
addition, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) subsequent to the date of this registration statement and prior to the filing
of a post-effective amendment to this registration statement that indicates that all securities offered hereunder have been sold
or that deregisters all such securities then remaining unsold shall be deemed to be incorporated by reference into this registration
statement and to be a part hereof from the date of the filing of such documents, provided, that any report on Form 6-K of the
Registrant hereafter furnished to the Commission pursuant to the Exchange Act shall be incorporated by reference into this registration
statement only if and to the extent provided in such document.
Any
statement contained in any document incorporated or deemed to be incorporated by reference into this registration statement shall
be deemed to be modified or superseded for purposes thereof to the extent that a statement contained therein or in any other subsequently
filed document that is also incorporated or deemed to be incorporated therein by reference modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
Item
8. Exhibits.
For
a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.
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 this Registration Statement and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Hamilton, Bermuda on January 15, 2021.
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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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KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Thomas Meyer and
Elmar Schaerli and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place and stead in any and all capacities, in connection
with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement
and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the
U.S. Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
the U.S. Securities and Exchange Commission, granting unto such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or either of them or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Name
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Title
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Date
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/s/
Thomas Meyer
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Chief Executive Officer
and Director
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January 15, 2021
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Thomas Meyer
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(principal executive
officer)
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/s/
Elmar Schaerli
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Chief
Financial Officer
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January 15, 2021
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Elmar
Schaerli
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(principal
financial officer and principal accounting officer)
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/s/
Armando Anido
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Director
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January 15, 2021
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Armando Anido
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/s/
Mats Blom
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Director
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January 15, 2021
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Mats Blom
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/s/
Alain Munoz
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Director
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January 15, 2021
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Alain Munoz
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/s/
Calvin W. Roberts
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Director
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January 15, 2021
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Calvin W. Roberts
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/s/
Colleen A. De Vries
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Senior
Vice President on behalf of Cogency Global Inc.,
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January 15, 2021
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Colleen A. De Vries
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Authorized Representative
in the United States
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EXHIBIT
INDEX
II-3
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