Notice

Notice

On March 12, 2018, the extraordinary general meeting of shareholders approved the merger (the “Merger”) of Auris Medical Holding AG (“Old Auris”) into Auris Medical NewCo Holding AG (the “Company”), a newly incorporated, wholly-owned Swiss subsidiary of Old Auris. The Merger became effective on March 13, 2018.  As part of the Merger, the Company (the surviving entity) changed its name to Auris Medical Holding AG. Old Auris ceased to exist upon consummation of the Merger.

Following the Merger, the Company has 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.  The common shares of the Company are expected to begin trading on the Nasdaq Capital Market on March 14, 2018, under the trading symbol “EARS”.   As a result of the Merger, the warrants to purchase common shares issued by Old Auris on February 21, 2017 (the “2017 Warrants”) and on January 30, 2018 (the “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

Following the Merger, each 2017 Warrant represents 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 is 794,500 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 nominal value of a common share, which is CHF 0.02 as of the date of this notice.

2018 Warrants

Following the Merger, the aggregate number of common shares of the Company issuable upon exercise of the 2018 Warrants is 749,999.9 common shares at an exercise price equal to $5.00 per common share. No fractional common shares will be issued in connection with the exercise of the 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 nominal value of a common share, which is CHF 0.02 as of the date of this notice.