Filed with the Securities and Exchange
Commission on February 1, 2019
Registration No. 333-229465
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
To
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Auris
Medical Holding AG
(Exact Name of Registrant as Specified in
Its Charter)
Not Applicable
(Translation of Registrant’s name
into English)
| Switzerland |
2834 |
Not Applicable |
|
(State or Other Jurisdiction of
Incorporation or Organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
| |
Bahnhofstrasse 21
6300 Zug, Switzerland
+41 (0)41 729 71 94 |
|
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) |
| |
Cogency Global, Inc.
10 East 40th Street, 10th Floor
New York, NY 10016
(212) 947-7200 |
|
| (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) |
| |
Copy 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 |
|
Approximate date of commencement of
proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered
on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the
following box. x
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment
filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company x
If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, 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. ¨
The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission,
acting pursuant to such Section 8(a), may determine.
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 to the Registration
Statement on Form F-1, as amended (File No. 333-229465) (the “Registration Statement”), solely for the purpose of amending
the filing with the U.S. Securities and Exchange Commission of Exhibit 23.1 to the Registration Statement. This Amendment No. 1
does not modify any provision of the Prospectus that forms Part I of the Registration Statement and accordingly such Prospectus
has not been included herein.
Part II
Information Not Required in the Prospectus
Item 6. Indemnification of Directors and Officers
Under Swiss law, a corporation may indemnify
its directors or officers against losses and expenses (except for such losses and expenses arising from willful misconduct or negligence,
although legal scholars advocate that at least gross negligence be required), including attorney’s fees, judgments, fines
and settlement amounts actually and reasonably incurred in a civil or criminal action, suit or proceeding by reason of having been
the representative of, or serving at the request of, the corporation.
Subject to Swiss law, Article 17 of our
articles of association provides for indemnification of the existing and former members of our board of directors, executive management,
and their heirs, executors and administrators, against liabilities arising in connection with the performance of their duties in
such capacity, and permits us to advance the expenses of defending any act, suit or proceeding to members of our board of directors
and executive management.
In addition, under general principles of
Swiss employment law, an employer may be required to indemnify an employee against losses and expenses incurred by such employee
in the proper execution of their duties under the employment agreement with the company.
We have entered into indemnification agreements
with each of the members of our board of directors and executive officers in the form filed as Exhibit 10.9 to this registration
statement.
Insofar as indemnification for liabilities
arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the Company,
the Company has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.
Item 7. Recent Sales of Unregistered Securities
On October 10, 2017, we entered into a
purchase agreement (the “Prior Purchase Agreement”) and a Registration Rights Agreement (the “Prior Registration
Rights Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Pursuant to the Prior Purchase Agreement, LPC
agreed to subscribe for up to $13,500,000 of our common shares over the 30-month term of the Prior Purchase Agreement. We issued
an aggregate of 2,600,000 common shares to LPC under the Prior Purchase Agreement pursuant to the exemption provided in Section
4(a)(2) under the Securities Act.
On January 26, 2018, we entered into a
purchase agreement with certain investors providing for the issuance and sale by us of 12,499,999 of our common shares. The common
shares were offered pursuant to an effective shelf registration statement on Form F-3, which was initially filed with the Securities
and Exchange Commission on September 1, 2015 and declared effective on September 10, 2015 (File No. 333-206710).
In a concurrent private placement pursuant
to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder, we issued to the
same investors warrants to purchase up to 7,499,999 of our common shares in the aggregate. The warrants became exercisable immediately
upon their issuance on January 30, 2018, at an exercise price of $0.50 per common share, and expire of January 30, 2025. Following
the consummation of the Merger, the warrants became exercisable for an aggregate of 750,002 of our common shares (assuming we decide
to round up fractional common shares to the next whole common share), at an exercise price of $5.00 per common share.
Item 8. Exhibits
(a) The following documents
are filed as part of this registration statement:
| |
3.1 |
|
Amended and Restated Articles of Association of the Company (incorporated by reference to exhibit 99.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on January 28, 2019) |
| |
4.1 |
|
Form of Registration Rights Agreement between Auris Medical Holding AG and the shareholders listed therein (incorporated by reference to exhibit 4.1 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on July 21, 2014) |
| |
4.2 |
|
Warrant Agreement, dated as of March 13, 2018, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 2.2 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 22, 2018) |
| |
4.3 |
|
Registration Rights Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.3 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on October 11, 2017) |
| |
4.4 |
|
Purchase Agreement, dated as of May 2, 2018 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on May 2, 2018) |
| |
4.5 |
|
Registration Rights Agreement, dated as of May 2, 2018 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.2 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on May 2, 2018) |
| |
4.6 |
|
Form of Pre-Funded Warrant (incorporated by reference to exhibit 4.6 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018) |
| |
4.7 |
|
Form of Series A Warrant (incorporated by reference to exhibit 4.7 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018) |
| |
4.8 |
|
Form of Series B Warrant (incorporated by reference to exhibit 4.8 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018) |
| |
5.1* |
|
Opinion of Walder Wyss, Swiss counsel of Auris Medical Holding AG, as to the validity of the common shares |
| |
10.1# |
|
Collaboration and License Agreement, dated October 21, 2003, between Auris Medical AG and Xigen SA (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
10.2# |
|
Co-Ownership and Exploitation Agreement, dated September 29, 2003, between Auris Medical AG and INSERM (incorporated by reference to exhibit 10.2 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
10.3 |
|
Form of Indemnification Agreement (incorporated by reference to exhibit 99.4 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on May 11, 2016) |
| |
10.4 |
|
Stock Option Plan A (incorporated by reference to exhibit 10.11 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
10.5 |
|
Stock Option Plan C (incorporated by reference to exhibit 10.12 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
10.6 |
|
Equity Incentive Plan, as amended (incorporated by reference to exhibit 99.1 to the Auris Medical Holding AG registration statement on Form S-8 (Registration no. 333-217306) filed with the Commission on April 14, 2017) |
| |
10.7 |
|
English language translation of Lease Agreement between Auris Medical AG and PSP Management AG (incorporated by reference to exhibit 4.8 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 14, 2017) |
| |
10.8 |
|
Controlled Equity OfferingSM Sales Agreement, dated as of June 1, 2016, between Auris Medical Holding AG and Cantor Fitzgerald & Co. (incorporated by reference to exhibit 1.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on June 1, 2016) |
| |
10.9 |
|
Share Lending Agreement, dated as of June 1, 2016, between Thomas Meyer and Cantor Fitzgerald & Co. (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on June 1, 2016) |
| |
10.10 |
|
Loan and Security Agreement, dated as of July 19, 2016, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG rep ort on Form 6-K filed with the Commission on July 19, 2016) |
| |
10.11 |
|
Consent and Waiver, dated as of March 8, 2018, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 4.12 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 22, 2018) |
| |
10.12 |
|
Joinder Agreement dated as of March 13, 2018 to the Loan and Security Agreement, dated as of July 19, 2016, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 4.13 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 22, 2018) |
| |
10.13 |
|
Share Pledge Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.3 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on July 19, 2016) |
| |
10.14 |
|
Claims Security Assignment Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.4 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on July 19, 2016) |
| |
10.15 |
|
Bank Account Claims Security Assignment Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.5 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on July 19, 2016) |
| |
10.16 |
|
Purchase Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on October 11, 2017) |
| |
10.17 |
|
Purchase Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.2 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on October 11, 2017) |
| |
10.18 |
|
Placement Agency Agreement, dated as of January 28, 2018, between Auris Medical Holding AG and Ladenburg Thalmann & Co. Inc. (incorporated by reference to exhibit 1.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on January 30, 2018) |
| |
10.19 |
|
Securities Purchase Agreement, dated as of January 26, 2018 by and among Auris Medical Holding AG and the investors named therein (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on January 30, 2018) |
| |
10.20 |
|
Agreement and Plan of Merger, dated as of February 9, 2018, by and among Auris Medical Holding AG and Auris Medical NewCo Holding AG (incorporated by reference to exhibit 99.3 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on February 9, 2018) |
| |
10.21 |
|
Share Transfer Agreement, dated as of February 9, 2018 by and between Thomas Meyer and Auris Medical Holding AG (incorporated by reference to exhibit 4.22 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 22, 2018) |
| |
10.22 |
|
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) |
| |
21.1 |
|
List of subsidiaries (incorporated by reference to exhibit 21.1 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
# Confidential treatment requested as to portions of the
exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
* Previously filed.
** To be filed by amendment.
(b) Financial Statement Schedules
None.
Item 9. Undertakings
The undersigned hereby undertakes:
(a) The undersigned registrant
hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations
and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
(b) Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S.
Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
(c) The undersigned registrant
hereby undertakes that:
(1) For purposes
of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the
time it was declared effective.
(2) For the
purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
EXHIBIT INDEX
The following documents are filed as part
of this registration statement:
| |
3.1 |
|
Amended and Restated Articles of Association of the Company (incorporated by reference to exhibit 99.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on January 28, 2019) |
| |
4.1 |
|
Form of Registration Rights Agreement between Auris Medical Holding AG and the shareholders listed therein (incorporated by reference to exhibit 4.1 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on July 21, 2014) |
| |
4.2 |
|
Warrant Agreement, dated as of March 13, 2018, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 2.2 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 22, 2018) |
| |
4.3 |
|
Registration Rights Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.3 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on October 11, 2017) |
| |
4.4 |
|
Purchase Agreement, dated as of May 2, 2018 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on May 2, 2018) |
| |
4.5 |
|
Registration Rights Agreement, dated as of May 2, 2018 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.2 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on May 2, 2018) |
| |
4.6 |
|
Form of Pre-Funded Warrant (incorporated by reference to exhibit 4.6 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018) |
| |
4.7 |
|
Form of Series A Warrant (incorporated by reference to exhibit 4.7 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018) |
| |
4.8 |
|
Form of Series B Warrant (incorporated by reference to exhibit 4.8 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-225676) filed with the Commission on July 12, 2018) |
| |
5.1* |
|
Opinion of Walder Wyss, Swiss counsel of Auris Medical Holding AG, as to the validity of the common shares |
| |
10.1# |
|
Collaboration and License Agreement, dated October 21, 2003, between Auris Medical AG and Xigen SA (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
10.2# |
|
Co-Ownership and Exploitation Agreement, dated September 29, 2003, between Auris Medical AG and INSERM (incorporated by reference to exhibit 10.2 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
10.3 |
|
Form of Indemnification Agreement (incorporated by reference to exhibit 99.4 of the Auris Medical Holding AG report on Form 6-K filed with the vCommission on May 11, 2016) |
| |
10.4 |
|
Stock Option Plan A (incorporated by reference to exhibit 10.11 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
10.5 |
|
Stock Option Plan C (incorporated by reference to exhibit 10.12 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
10.6 |
|
Equity Incentive Plan, as amended (incorporated by reference to exhibit 99.1 to the Auris Medical Holding AG registration statement on Form S-8 (Registration no. 333-217306) filed with the Commission on April 14, 2017) |
| |
10.7 |
|
English language translation of Lease Agreement between Auris Medical AG and PSP Management AG (incorporated by reference to exhibit 4.8 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 14, 2017) |
| |
10.8 |
|
Controlled Equity OfferingSM Sales Agreement, dated as of June 1, 2016, between Auris Medical Holding AG and Cantor Fitzgerald & Co. (incorporated by reference to exhibit 1.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on June 1, 2016) |
| |
10.9 |
|
Share Lending Agreement, dated as of June 1, 2016, between Thomas Meyer and Cantor Fitzgerald & Co. (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on June 1, 2016) |
| |
10.10 |
|
Loan and Security Agreement, dated as of July 19, 2016, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG rep ort on Form 6-K filed with the Commission on July 19, 2016) |
| |
10.11 |
|
Consent and Waiver, dated as of March 8, 2018, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 4.12 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 22, 2018) |
| |
10.12 |
|
Joinder Agreement dated as of March 13, 2018 to the Loan and Security Agreement, dated as of July 19, 2016, between Auris Medical Holding AG, the several banks and other financial institutions or entities from time to time parties to the agreement and Hercules Capital, Inc. (incorporated by reference to exhibit 4.13 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 22, 2018) |
| |
10.13 |
|
Share Pledge Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.3 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on July 19, 2016) |
| |
10.14 |
|
Claims Security Assignment Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.4 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on July 19, 2016) |
| |
10.15 |
|
Bank Account Claims Security Assignment Agreement, dated July 19, 2016, between Auris Medical Holding AG and Hercules Capital, Inc. (incorporated by reference to exhibit 10.5 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on July 19, 2016) |
| |
10.16 |
|
Purchase Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on October 11, 2017) |
| |
10.17 |
|
Purchase Agreement, dated as of October 10, 2017 between Auris Medical Holding AG and Lincoln Park Capital Fund, LLC (incorporated by reference to exhibit 10.2 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on October 11, 2017) |
| |
10.18 |
|
Placement Agency Agreement, dated as of January 28, 2018, between Auris Medical Holding AG and Ladenburg Thalmann & Co. Inc. (incorporated by reference to exhibit 1.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on January 30, 2018) |
| |
10.19 |
|
Securities Purchase Agreement, dated as of January 26, 2018 by and among Auris Medical Holding AG and the investors named therein (incorporated by reference to exhibit 10.1 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on January 30, 2018) |
| |
10.20 |
|
Agreement and Plan of Merger, dated as of February 9, 2018, by and among Auris Medical Holding AG and Auris Medical NewCo Holding AG (incorporated by reference to exhibit 99.3 of the Auris Medical Holding AG report on Form 6-K filed with the Commission on February 9, 2018) |
| |
10.21 |
|
Share Transfer Agreement, dated as of February 9, 2018 by and between Thomas Meyer and Auris Medical Holding AG (incorporated by reference to exhibit 4.22 of the Auris Medical Holding AG Annual Report on Form 20-F filed with the Commission on March 22, 2018) |
| |
10.22 |
|
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) |
| |
21.1 |
|
List of subsidiaries (incorporated by reference to exhibit 21.1 of the Auris Medical Holding AG registration statement on Form F-1 (Registration no. 333-197105) filed with the Commission on June 27, 2014) |
| |
23.1 |
|
Consent of Deloitte AG |
| |
23.2* |
|
Consent of Walder Wyss, Swiss counsel of Auris Medical Holding AG (included in Exhibit 5.1) |
| |
24.1* |
|
Powers
of attorney (included on the signature page of the registration statement filed on February 1, 2019) |
| |
101.INS** |
|
XBRL Instance Document |
| |
101.SCH** |
|
XBRL Taxonomy Extension Schema Document |
| |
101.CAL** |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
| |
101.LAB** |
|
XBRL Taxonomy Extension Label Linkbase Document |
| |
101.PRE** |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
| |
101.DEF** |
|
XBRL Taxonomy Extension Definition Linkbase Document |
# Confidential treatment requested as to portions of the
exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
* Previously filed.
** To be filed by amendment.
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
on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in Zug, Switzerland on February 1, 2019.
| |
Auris Medical Holding AG |
| |
|
| |
|
| |
By: |
/s/ Thomas Meyer |
|
| |
|
Name: |
Thomas Meyer |
|
| |
|
Title: |
Chief Executive Officer |
|
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons on February 1, 2019 in the capacities
indicated:
| |
By: |
/s/ Thomas Meyer |
|
| |
|
Name: |
Thomas Meyer |
|
| |
|
Title: |
Chief Executive Officer and Director |
|
| |
|
|
(principal executive officer) |
|
| |
|
|
|
|
| |
By: |
* |
|
| |
|
Name: |
Hernan Levett |
|
| |
|
Title: |
Chief Financial Officer (principal financial officer and principal accounting officer) |
|
| |
|
|
|
|
| |
By: |
* |
|
| |
|
Name: |
Armando Anido |
|
| |
|
Title: |
Director |
|
| |
|
|
|
|
| |
By: |
* |
|
| |
|
Name: |
Mats Blom |
|
| |
|
Title: |
Director |
|
| |
|
|
|
|
| |
By: |
* |
|
| |
|
Name: |
Alain Munoz |
|
| |
|
Title: |
Director |
|
| |
|
|
|
|
| |
By: |
* |
|
| |
|
Name: |
Calvin Roberts |
|
| |
|
Title: |
Director |
|
| |
|
|
|
|
| |
By: |
* |
|
| |
|
Name: |
Richard Arthur |
|
| |
|
Title: |
Assistant Secretary on behalf of Cogency Global Inc., Authorized Representative in the United States |
|
| *By: |
/s/ Thomas Meyer |
| |
Name: |
Thomas Meyer |
| |
Title: |
Attorney-in-Fact |
Exhibit 23.1
 |
Deloitte AG
General-Guisan-Quai 38
8022 Zurich
Switzerland
Phone: +41 (0)58 279 6000
Fax: +41 (0)58 279 6600
www.deloitte.ch |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in Registration Statement
No. 333-229465 on Form F-1 of our report dated March 22, 2018, relating to the consolidated financial statements of Auris Medical
Holding AG and its subsidiaries, appearing in the Prospectus, which is part of the Registration Statement. We also consent to the
reference to us under the heading “Experts” in such Prospectus.
Deloitte AG
| /s/ Matthias Gschwend |
/s/ Mike Born |
| Matthias Gschwend |
Mike Born |
Zurich, Switzerland
February 1, 2019
