Notice

Notice

On April 30, 2019, Auris Medical Holding Ltd. (the “Company”) announced a reverse share split (the “2019 Reverse Share Split”) of its common shares at a ratio of one-for-twenty. The 2019 Reverse Share Split took effect at 12:01 a.m. (Eastern Time) on May 1, 2019, and the common shares began to trade on a post-split basis at the market open on May 1, 2019. When the reverse stock split became effective, every 20 of the pre-split issued and outstanding common shares, par value 0.02 per share, were combined into one common share, par value CHF 0.40 per share. Effecting the 2019 Reverse Share Split reduced the number of the Company’s issued and outstanding common shares from 38,095,859 common shares to 1,904,789 common shares. In addition, as a result of the 2019 Reverse Share Split, the exercise price and number of common shares issuable upon exercise of each of the warrants to purchase common shares issued by the Company on February 21, 2017 (the “2017 Warrants”), on January 30, 2018 (the “January 2018 Warrants”) and on July 17, 2018 were adjusted as set forth below.

2017 Warrants
Following the 2019 Reverse Share Split, the exercise price of the 2017 Warrants is equal to $240.00 per common share, and the aggregate number of common shares issuable upon exercise of the 2017 Warrants is 39,730 common shares.  No fractional common shares will be issued in connection with the exercise the 2017 Warrants.  In lieu of fractional common shares, the Company will, at its option, either (i) pay the holder an amount in cash equal to the fractional amount multiplied by the market value of a common share or (ii) round up to the next whole common share.  The exercise price is subject to appropriate additional adjustment in the event of certain common share dividends and distributions, share splits, stock combinations, reclassifications or similar events affecting the Company’s common shares, and also upon any cash dividends to the Company’s shareholders; provided that in no event will the exercise price per share be lower than the par value of a common share, which is CHF 0.40 as of the date of this notice.

January 2018 Warrants
Following the 2019 Reverse Share Split, the aggregate number of common shares of the Company issuable upon exercise of the January 2018 Warrants is 37,502 common shares at an exercise price equal to $100.00 per common share. No fractional common shares will be issued in connection with the exercise of the January 2018 Warrants.  In lieu of fractional common shares, the Company will, at its option, either (i) pay the holder an amount in cash equal to the fractional amount multiplied by the market value of a common share or (ii) round up to the next whole common share.  The exercise price is subject to appropriate additional adjustment in the event of certain common share dividends and distributions, share splits, stock combinations, reclassifications or similar events affecting the Company’s common shares, and also upon any cash dividends to the Company’s shareholders; provided that in no event will the exercise price per share be lower than the par value of a common share, which is CHF 0.40 as of the date of this notice.

Series A Warrants
Following the 2019 Reverse Share Split, the aggregate number of common shares of the Company issuable upon exercise of the warrants to purchase common stock issued on July 17, 2018 expiring July 17, 2023 (the “July 2018 Series A Warrants”) is 168,878 common shares at an exercise price equal to CHF 7.80 per common share. No fractional common shares will be issued in connection with the exercise of the July 2018 Series A Warrants.  In lieu of fractional common shares, the Company will, at its option, either (i) pay the holder an amount in cash equal to the fractional amount multiplied by the market value of a common share or (ii) round up to the next whole common share.  The exercise price is subject to appropriate additional adjustment in the event of certain common share dividends and distributions, share splits, stock combinations, reclassifications or similar events affecting the Company’s common shares, and also upon any cash dividends to the Company’s shareholders; provided that in no event will the exercise price per share be lower than the par value of a common share, which is CHF 0.40 as of the date of this notice.

Series B Warrants
Following the 2019 Reverse Share Split, the aggregate number of common shares of the Company issuable upon exercise of the warrants to purchase common stock issued on July 17, 2018 expiring June 18, 2020 (the “July 2018 Series B Warrants”) was 81,138 common shares at an exercise price equal to CHF 7.80 per common share. No fractional common shares will be issued in connection with the exercise of the July 2018 Series B Warrants.  In lieu of fractional common shares, the Company will, at its option, either (i) pay the holder an amount in cash equal to the fractional amount multiplied by the market value of a common share or (ii) round up to the next whole common share.  The exercise price is subject to appropriate additional adjustment in the event of certain common share dividends and distributions, share splits, stock combinations, reclassifications or similar events affecting the Company’s common shares, and also upon any cash dividends to the Company’s shareholders; provided that in no event will the exercise price per share be lower than the par value of a common share, which is CHF 0.40 as of the date of this notice.

In addition, as a result of the issuance and sale by the Company on May 15, 2019 of units comprised of (i) either one common share of the Company or one pre-funded warrant to purchase one common share and (ii) one common share purchase warrant to purchase one common share, at the effective combined public offering price per unit of $3.90, pursuant to Section 3(b) of the July 2018 Series B Warrants, effective May 15, 2019, the exercise price of the July 2018 Series B Warrants has been reduced to CHF 3.95 per share.

Prior Notice

On March 12, 2018, the extraordinary general meeting of shareholders approved the merger (the “Merger”) of Auris Medical Holding AG (“Old Auris”) into the Company. The Merger became effective on March 13, 2018.  Old Auris ceased to exist upon consummation of the Merger.

Immediately following the Merger, the Company had a share capital of CHF 122,347.76, divided into 6,117,388 common shares with a nominal value of CHF 0.02 each. Pursuant to the Merger, the shareholders of Old Auris received one common share with a nominal value of CHF 0.02 of the Company for every 10 Old Auris common shares held prior to the Merger, effectively resulting in a “reverse share split” at a ratio of 10-for-1.  As a result of the Merger, the 2017 Warrants and the January 2018 Warrants were assumed by the Company and the exercise price and number of common shares issuable upon exercise of each of the 2017 Warrants and the 2018 Warrants were adjusted as set forth below.

2017 Warrants
Immediately following the Merger, each 2017 Warrant represented the right to purchase 0.07 of a common share of the Company at an exercise price equal to $12.00 per common share. The aggregate number of common shares issuable upon exercise of the 2017 Warrants was 794,500 common shares.

January 2018 Warrants
Immediately following the Merger, the aggregate number of common shares of the Company issuable upon exercise of the 2018 Warrants was 749,999.9 common shares at an exercise price equal to $5.00 per common share.