Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
January 15 2021 - 4:38PM
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 January, 2021
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 ☒
ATM
Offering
As
previously announced, on November 30, 2018, Auris Medical Holding Ltd. (the “Company”) entered into a certain Sales
Agreement, as amended, or sales agreement, with A.G.P./Alliance Global Partners, or A.G.P., relating to the Company’s common
shares (par value of CHF 0.01 per common share) having an aggregate offering price of up to $25 million. On November 30, 2018,
pursuant to the sales agreement, the Company filed a prospectus supplement pursuant to which it could offer and sell, from time
to time, its common shares having an aggregate offering price of up to $3.25 million through A.G.P. In addition, on January 15,
2021, the Company filed a prospectus supplement registering the offer and sale of common shares having an aggregate offering price
of up to $8.0 million from time to time through A.G.P., such that the aggregate amount of common shares which the Company may
sell through the sales agent pursuant to the sales agreement, including sales that have already occurred to date, is $11.25 million.
As of January 15, 2021, the Company has issued and sold an aggregate of 1,758,618 common shares for gross proceeds of approximately
$3.25 million under the sales agreement.
The
sales of common shares, if any, under the sales agreement will be made at market prices by any method deemed to be an “at
the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly
on the Nasdaq Capital Market, on any other existing trading market for the Company’s common shares or to or through
a market maker. A.G.P. will be entitled to compensation at a fixed commission rate of 3.0% of the gross proceeds from the sale
of common shares pursuant to the sales agreement. Because there are no minimum sale requirements as a condition to the offering,
the actual total public offering price, commissions and net proceeds to the Company, if any, are not determinable at this time.
The actual dollar amount and number of common shares sold through the sales agreement will be dependent, among other things, on
market conditions and the Company’s capital raising requirements.
The
foregoing summary of the sales agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the sales agreement and amendment No. 1 thereto, which are included as Exhibits 1.1 and 1.2 hereto, respectively.
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.
This
Report on Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy the common shares, nor shall there
be any offer, solicitation or sale of the common shares in any state or country in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such state or country.
INCORPORATION
BY REFERENCE
This
Report on Form 6-K, including Exhibit 5.1 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 333-249347) and Form
S-8 (Registration Number 333-232735 and Registration Number 333-252141) 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
|
1.1
|
|
Sales Agreement, dated as of November 30, 2018, between Auris Medical Holding AG and A.G.P./Alliance Global Partners (incorporated by reference to exhibit 1.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on November 30, 2018).
|
|
|
|
1.2
|
|
Amendment No. 1 to Sales Agreement, dated as of April 5, 2019, between Auris Medical Holding Ltd. and A.G.P./Alliance Global Partners (incorporated by reference to exhibit 1.1 of the Auris Medical Holding Ltd. report on Form 6-K filed with the Commission on April 5, 2019).
|
|
|
|
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.
|
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:
January 15, 2021
|
By:
|
/s/
Thomas Meyer
|
|
|
Name:
|
Thomas
Meyer
|
|
|
Title:
|
Chief
Executive Officer
|
2
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