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 March, 2018
Commission File Number: 001-36582
Auris Medical Holding AG
(Exact name of registrant as specified in its charter)
Bahnhofstrasse 21
6300 Zug, Switzerland
(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 | X |
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 | X |
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 | X |
Extraordinary General Meeting Results
On March 12, 2018, Auris Medical Holding AG (“Auris Medical”) held an Extraordinary General Meeting of Shareholders. The final results of each of the agenda items submitted to a vote of the shareholders are as follows:
Agenda Item 1: Approval of the merger between Auris Medical (as transferring entity) and Auris Medical NewCo Holding AG (“Auris Medical NewCo”) (as surviving entity) according to the terms and conditions set forth by the merger agreement dated 9 February 2018 and based on the interim balance sheet of Auris Medical as of 30 September 2017.
Auris Medical shareholders approved the merger between Auris Medical (as transferring entity) and Auris Medical NewCo (as surviving entity) according to the terms and conditions set forth by the merger agreement dated 9 February 2018 and based on the interim balance sheet of Auris Medical as of 30 September 2017.
Pursuant to the Merger, Auris Medical shareholders received one common share with a nominal value of CHF 0.02 of Auris Medical NewCo for every 10 Auris Medical common shares held prior to the Merger, effectively resulting in a “reverse stock split”.
Agenda Item 2: Discharge of liability for the members of the Board of Directors and the persons entrusted with the Corporation’s management
Auris Medical shareholders approved the discharge of liability of the members of the Board of Directors and the persons entrusted with the Corporation’s management for the 2017 financial year as well as for the 2018 financial year (until the date of the 2018 Extraordinary General Meeting).
Agenda Item 3: Compensation of the Board of Directors and the Executive Management Committee
Auris Medical shareholders approved a maximum aggregate amount of compensation of CHF 400,000 (gross) for the members of the Board of Directors for the period from the 2018 Annual General Meeting to the 2019 Annual General Meeting.
Auris Medical shareholders approved a maximum aggregate amount of fixed compensation of CHF 3,000,000 (gross) for the members of the Executive Management Committee for the 2019 financial year.
Agenda Item 4: Re-election of the Chairman and members of the Board of Directors. Election to the Board of Directors
Auris Medical shareholders re-elected Thomas Meyer, PhD, as member and Chairman of the Board of Directors, re-elected Armando Anido, MBA, Mats Peter Blom, MBA, Calvin W.
Roberts, MD, as members of the Board of Directors, and elected Alain Munoz, MD, as member of the Board of Directors, each for a term of one year ending upon completion of the 2019 Annual General Meeting.
Agenda Item 5: Re-election and election to the Compensation Committee
Auris Medical shareholders re-elected Armando Anido, MBA, and elected Alain Munoz, MD, as members of the Compensation Committee, each for a term of one year ending upon completion of the 2019 Annual General Meeting.
Agenda Item 6: Re-election of the Auditors
Auris Medical shareholders re-elected Deloitte AG as auditors of Auris Medical Holding AG for the 2018 financial year.
Agenda Item 7: Re-election of the Independent Proxy
Auris Medical shareholders re-elected Sandro G. Tobler, Attorney at Law, Zug, as Independent Proxy of Auris Medical Holding AG for a term of one year ending upon completion of the 2019 Annual General Meeting.
* General Comment: As a result of the approval of Agenda Item 1 (Merger), the results of Agenda Items 3–7 are being implemented at the level of Auris Medical NewCo and the respective resolutions of Auris Medical NewCo were implemented by the separate General Meeting of Auris Medical NewCo immediately prior to the registration of the Merger.
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Press Release dated March 13, 2018 |
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 AG | |||||
| By: | /s/ Hernan Levett | ||||
| Name: | Hernan Levett | ||||
| Title: | Chief Financial Officer | ||||
Date: March 13, 2018
Exhibit 99.1
Auris Medical Provides Business Update
Zug, Switzerland, March 13, 2018 – Auris Medical Holding AG (NASDAQ: EARS), a clinical-stage company dedicated to developing therapeutics that address important unmet medical needs in neurotology, today provided an update on the TACTT3 clinical trial with Keyzilen® in the treatment of acute inner ear tinnitus as well as the results from the Company’s Extraordinary General Meeting held on March 12, 2018.
TACTT3 Trial
Preliminary top-line data from the TACTT3 trial indicate that the study did not meet its primary efficacy endpoint of a statistically significant improvement in the Tinnitus Functional Score from baseline to Day 84 in the active treated group compared to placebo either in the overall population or in the otitis media subpopulation. The Company is investigating the outcomes, including those in the previously conducted sister trial TACTT2, and will provide an update in due course.
Extraordinary General Meeting
On March 12, 2018, the extraordinary general meeting of shareholders of Auris Medical Holding AG approved, among other items, the merger of the company with one of its subsidiaries. The merger has become effective on March 13, 2018, and results in a reverse split of 1 new share for 10 old shares. The post-merger common shares (CUSIP number H0381L104) of Auris Medical Holding AG are expected to begin trading on the Nasdaq Capital Market on March 14, 2018.
About Auris Medical
Auris Medical is a Swiss biopharmaceutical company dedicated to developing therapeutics that address important unmet medical needs in neurotology. The company is focused on the Phase 3 development of treatments for acute inner ear hearing loss (AM-111) and for acute inner ear tinnitus (Keyzilen®; AM-101) by way of intratympanic administration with biocompatible gel formulations. In addition, Auris Medical is developing intranasal betahistine for the treatment of vertigo (AM-125) as well as early-stage research and development projects. The Company was founded in 2003 and is headquartered in Zug, Switzerland. The shares of Auris Medical Holding AG trade on the NASDAQ Capital Market under the symbol “EARS.”
Forward-looking Statements
This press release may contain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are statements other than historical fact and may include statements that address future operating, financial or business performance or Auris Medical’s strategies or expectations. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Forward-looking statements are based on management’s current expectations and beliefs and involve significant risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these statements. These risks and uncertainties include, but are not limited to, Auris Medical’s need for and ability to raise substantial additional funding to continue the development of its product candidates, the timing and conduct of clinical trials of Auris Medical’s product candidates, the clinical utility of Auris Medical’s product candidates, the timing or likelihood of regulatory filings and approvals, Auris Medical’s intellectual property position and Auris Medical’s financial position, including the impact of any future acquisitions, dispositions, partnerships, license transactions or changes to Auris Medical’s capital structure, including future securities offerings. These risks and uncertainties also include, but are not limited to, those described under the caption “Risk Factors” in Auris Medical’s Annual Report on Form 20-F and future filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date they are made, and Auris Medical does not undertake any obligation to update them in light of new information, future developments or otherwise, except as may be required under applicable law. All forward-looking statements are qualified in their entirety by this cautionary statement.
Company contact: Hernan Levett, Chief Financial Officer, +41 61 201 1350
Investor contact: Daniel Ferry, LifeSci Advisors, LLC, 1-617-535-7746
investors@aurismedical.com
Auris Medical Holding AG, Bahnhofstrasse 21, 6300 Zug (Switzerland) +41 41 729 71 94 www.aurismedical.com