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)
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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.
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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
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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:
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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
Exhibit 5.1
15 January 2021
Matter No.: 363365
441 299 4938
guy.cooper@conyers.com
Auris Medical Holding Ltd.
Clarendon House
2 Church Street
Hamilton HM 11
Bermuda
Dear Sirs,
Auris Medical Holding Ltd. (the “Company”)
We have acted as special Bermuda legal
counsel to the Company in connection with a registration statement on form S-8 filed with the Securities and Exchange Commission
(the “Commission”) on 15 January 2021 (the “Registration Statement”, which term does not include any other
document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to
the registration under the United States Securities Act of 1933, as amended, (the “Securities Act”) of 1,200,000 common
shares, par value CHF 0.01 per share (the “Common Shares”), issuable pursuant to the Auris Medical Holding Ltd. Equity
Incentive Plan, as amended (the “Plan”, which term does not include any other document or agreement whether or not
specifically referred to therein or attached as an exhibit or schedule thereto).
For the purposes of giving this opinion,
we have examined electronic copies of the Registration Statement and the Plan. We have also reviewed the memorandum of continuance
and the bye-laws of the Company, each certified by the Secretary of the Company on 14 January 2021, written resolutions of its
directors dated 24 June 2019 and minutes of a meeting of the board of directors held on 12 December 2020 (together, the “Resolutions”)
and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion
set forth below.
We have assumed (a) the genuineness and
authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) of all documents examined
by us and the authenticity and completeness of the originals from which such copies were taken; (b) that where a document has been
examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts
of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention; (c) the accuracy
and completeness of all factual representations made in the Registration Statement, the Plan and other documents reviewed by us;
(d) that the Resolutions were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions,
remain in full force and effect and have not been rescinded or amended; (e) that the Plan and the issuance of Common Shares in
respect thereof were duly authorised prior to the Company’s continuance in Bermuda and that such authorisations remain in
full force and effect and have not been rescinded, amended or terminated; (f) that there is no provision of the law of any jurisdiction,
other than Bermuda, which would have any implication in relation to the opinions expressed herein; (g) the validity and binding
effect under the laws of Switzerland of the Plan in accordance with its terms; (h) that there is no provision of any award agreement
which would have any implication in relation to the opinions expressed herein; (i) that, upon the issue of any Common Shares, the
Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof; (j)
that on the date of issuance of any of the Common Shares the Company will have sufficient authorised but unissued common shares;
(k) that the Company’s shares will be listed on an appointed stock exchange, as defined in the Companies Act 1981, as amended,
and the consent to the issue and free transfer of the Common Shares given by the Bermuda Monetary Authority dated 27 February 2019
will not have been revoked or amended at the time of issuance of any Common Shares.
We express no opinion with respect to the
issuance of shares pursuant to any provision of the Plan that purports to obligate the Company to issue shares following the commencement
of a winding up or liquidation. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction
other than Bermuda. This opinion is to be governed by and construed in accordance with the laws of Bermuda and is limited to and
is given on the basis of the current law and practice in Bermuda. This opinion is issued solely for the purposes of the filing
of the Registration Statement and the issuance of the Common Shares by the Company pursuant to the Plan and is not to be relied
upon in respect of any other matter.
On the basis of and subject to the foregoing,
we are of the opinion that:
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1.
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The Company is duly incorporated and existing under the laws of Bermuda in good standing (meaning
solely that it has not failed to make any filing with any Bermuda government authority under the Companies Act 1981 or to pay any
Bermuda government fees or tax which would make it liable to be struck off the Register of Companies and thereby cease to exist
under the laws of Bermuda).
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2.
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When issued and paid for in accordance with the terms of the Plan, the Common Shares will be validly
issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders
thereof in connection with the issue of such shares).
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We consent to the filing of this opinion
as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning
of Section 11 of the Securities Act or that we are in the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
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Yours faithfully,
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/s/ Conyers Dill & Pearman Limited
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Conyers Dill & Pearman Limited
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conyers.com
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