UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2022

December 22, 2022

Otonomy, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36591	26-2590070
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)

4796 Executive Drive

San Diego, California

92121

(Address of principal executive offices)

(Zip Code)

(619) 323-2200

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon on which registered
Common stock, par value $0.001 per share		OTIC		~~The~~OTC ~~NASDAQ Global Select Market~~Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 3 1.0102 ~~Notice~~Termination of ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsOn ~~previously reported, on November~~December 1423, 2022 (the “Effective Date”), Otonomy, Inc. (the “Company”) ~~received~~entered ~~notice~~into ~~from~~a ~~the~~Lease ~~Listing~~Termination ~~Qualifications~~Agreement ~~Staff~~ (the “~~Staff~~Agreement”) ofwith ~~The~~ARE-SD ~~Nasdaq~~Region ~~Stock~~No. 34, ~~Market~~ LLC, ~~(“Nasdaq”)~~a ~~indicating~~Delaware ~~that~~limited ~~the~~liability ~~Staff~~company ~~had~~(“Landlord”) ~~determined~~with respect to ~~delist~~ the Company’s ~~securities~~lease ~~unless~~ (the ~~Company~~“Lease”) ~~timely~~of ~~requested~~its aheadquarters ~~hearing~~at ~~before~~4796 ~~the~~Executive ~~Nasdaq~~Drive, ~~Hearings~~San ~~Panel~~Diego, California 92121 (the “~~Panel~~Premises”). The ~~Staff’s~~Agreement ~~determination~~provides ~~was~~that ~~due to~~ the ~~Company’s~~Lease ~~securities~~will ~~having~~terminate aon ~~closing~~December 31, ~~bid~~2022 ~~price of less than $0.10 per share for~~ (the ~~preceding~~“Lease ~~ten~~Termination ~~consecutive trading days, in contravention of Nasdaq Listing Rule 5810(c~~Date”)~~(3)(A)(iii)~~.

~~The~~As consideration for Landlord’s entry into the Agreement and acceleration of the expiration date of the Lease, the Company ~~submitted~~has agreed to: (a) pay ~~request~~to ~~for~~Landlord a ~~hearing~~lease ~~before~~termination ~~the~~payment ~~Panel~~of ~~and~~$4,440,732.90, ~~delisting~~(b) ~~was~~allow ~~stayed~~Landlord ~~pending~~to draw upon the ~~Company’s~~letter ~~hearing~~of ~~with~~credit it provided as a security deposit in the ~~Panel~~amount ~~scheduled~~of ~~for~~$694,743.75 ~~December~~and (c) 22convey ownership to Landlord of certain items of personal property, ~~2022.~~furniture ~~Following~~and fixtures located within the ~~Company’s~~Premises. ~~announcement~~The ofAgreement ~~its~~also ~~Plan~~provides offor ~~Dissolution~~certain oncontingent ~~December 19,~~payments ~~2022,~~payable by Landlord to the Company ~~had~~in ~~further~~the ~~discussions~~event ~~with~~that Landlord enters into a new lease for the ~~Staff~~Premises ~~and~~with ~~determined~~a ~~that~~third ~~its~~party ~~plan~~or ~~would~~parties ~~not~~(any ~~support~~such ~~regaining~~third ~~compliance~~party, a “New Tenant”) pursuant to ~~maintain~~which the ~~listing~~New ofTenant ~~its~~actually ~~securities~~commences onpaying ~~Nasdaq.~~rent Onat ~~December~~a rate higher than that provided in the Lease during the period from the Effective Date through April 215, ~~2022,~~2023. ~~the~~The Company ~~notified~~will ~~Nasdaq~~have ofno ~~its~~further ~~intention~~rent obligations to ~~withdraw~~Landlord ~~from~~pursuant to the ~~Nasdaq~~Lease ~~hearing~~or ~~process.~~Agreement following the Effective Date.

OnThe ~~December 22,~~foregoing ~~2022,~~description of the ~~Company~~Agreement ~~received~~does anot ~~letter~~purport ~~from~~to ~~the~~be ~~Staff~~complete ~~advising~~and ~~the~~is ~~Company~~qualified ~~that~~in ~~the~~its ~~Company’s~~entirety ~~shares~~by ~~would~~reference beto ~~suspended~~the ~~from~~full ~~trading~~text onof ~~Nasdaq~~the Agreement, ~~effective~~a atcopy ~~the~~of ~~open~~which ofis ~~business~~filed onas ~~December 23,~~Exhibit ~~2022~~10.1 to this Current Report on Form 8-K and incorporated herein by reference.

~~Following~~Item 2.03 ~~such~~Creation ~~suspension,~~of ~~the~~a ~~Company~~Direct ~~anticipates~~Financial ~~its~~Obligation ~~securities~~or ~~will~~an beObligation ~~quoted~~under onan ~~the~~Off-Balance ~~OTC~~Sheet ~~Pink~~Arrangement ~~Market.~~of a Registration

The information set forth in Item 1.02 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Item No.		Description

10.1		Lease Termination Agreement, dated December 23, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OTONOMY, INC.

Date: December 22, 2022

/s/ Paul E. Cayer

Date: December 29, 2022

/s/ Paul E. Cayer

Paul E. Cayer President, Secretary, Chief Financial and Business Officer

Paul E. CayerPresident, Secretary, Chief Financial and Business Officer

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