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SEC Filings

SC 13D
MEYER THOMAS filed this Form SC 13D on 04/03/2018
Entire Document
 
 
         
CUSIP No. H0381L104   13D   Page 4 of 6 Pages
         
         

Item 4.  Purpose of Transaction.

 

 On March 13, 2018, Old Auris merged with and into the Issuer (the “Merger”), pursuant to the terms of the merger agreement dated as of February 9, 2018, between Old Auris and the Issuer (the “Merger Agreement”). Pursuant to the Merger Agreement, Old Auris shareholders received one (1) Common Share in exchange for each ten (10) Old Common Shares held. Following the Merger, the separate corporate existence of Old Auris ceased, and the Issuer survived as the successor company.

 

On February 2, 2018, the Reporting Person purchased 50,000 Old Common Shares for the consideration described in Item 3 above (the “2018 Purchase”) in a transaction executed on the Nasdaq Capital Market.

 

On February 21, 2017, the Reporting Person purchased (i) 500,000 Old Common Shares and (ii) warrants entitling the Reporting Person to purchase 350,000 Old Common Shares at an exercise price of $1.20 per Old Common Share, for the consideration described in Item 3 above (the “2017 Purchase”) and in conjunction with the closing of Old Auris’s public offering. The 2017 Purchase occurred pursuant to and on the terms set forth in Old Auris’s prospectus supplement dated February 15, 2017, filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission. 

 

Prior to the 2018 Purchase and the 2017 Purchase, the Reporting Person held 6,742,500 Old Common Shares, 80,000 Old Common Shares of which were purchased in conjunction with the closing of Old Auris’s initial public offering (“IPO”) for the consideration described in Item 3 above. Prior to the IPO, the Reporting Person held 72,600 Old Common Shares, 5,999,750 shares of Old Auris’s Series A preferred shares and 590,150 of Old Auris’s Series B preferred shares. The Series A preferred shares held by the Reporting Person were created in 2007 upon conversion on a one-for-one basis of 5,999,750 of the 6,000,000 Old Common Shares then held by the Reporting Person. Those 6,000,000 Old Common Shares were acquired in three separate purchases: 250,000 in 2003, 4,750,000 in 2004 and 1,000,000 in 2007. The remaining 72,350 Old Common Shares were purchased pursuant to Old Auris’s Stock Option Plan B in 2009. The Series B preferred shares held by the reporting Person were acquired in four separate purchases: 125,000 on December 13, 2007, 312,500 on February 25, 2011, 52,650 on December 23, 2011 and 100,000 on October 12, 2012. The Series A preferred shares and the Series B preferred shares automatically converted on a one-for-one basis on August 11, 2014 into 6,589,900 Old Common Shares (the “Conversion”). Following the 2018 Purchase, 2017 Purchase, the IPO and the Conversion, the Reporting Person held 7,292,500 Old Common Shares. The Reporting Person also held warrants to purchase an additional 350,000 Old Common Shares and options to purchase an additional 136,450 Old Common Shares.

 

As a result of the Merger, the 7,778,950 Old Common Shares beneficially owned by the Reporting Person prior to the Merger were exchanged for 777,895 Common Shares. In connection with the Merger, the Reporting Person entered into a share transfer agreement with Old Auris (the “Share Transfer Agreement”) to facilitate the rounding up of fractional Common Shares resulting from the exchange ratio used in the Merger. Pursuant to the terms of the Share Transfer Agreement, the Reporting Person committed to transfer, for no consideration, one (1) Common Share to any shareholder entitled to receive a fraction of a Common Share pursuant to the Merger. Pursuant to the terms of the Share Transfer Agreement, expenses incurred by the Reporting Person in connection with the transfers of Common Shares were borne by the Issuer.

 

After gifting 2,027 Common Shares pursuant to the share transfer agreement, the Reporting Person beneficially owns 775,868 Common Shares.

 

Except to the extent the foregoing may be deemed a plan or proposal, the Reporting Person does not have plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D.

 

Item 5.  Interest in Securities of the Issuer.

 

(a)The information contained on the cover pages to this Schedule 13D is hereby incorporated herein by reference. As of April 2, 2018 there are 6,117,388 Common Shares outstanding. The Reporting Person beneficially owns 775,868 Common Shares.

 

(b)The Reporting Person holds sole power to vote and dispose over all of the Common Shares of the Issuer that it beneficially owns.

 

(c)The information provided in Item 4 is incorporated by reference herein.

 

(d)Not applicable.

 

(e)Not applicable.