Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
April 12 2017 - 4:29PM
Edgar (US Regulatory)
Prospectus Supplement filed pursuant to Rule 424(b)(3)
in connection with Registration Statement No. 333-213489
Aytu BioScience, Inc.
Prospectus Supplement No. 1 dated April
12, 2017
(to Prospectus dated April 4, 2017)
1,076,596 shares of common stock
This Prospectus Supplement No. 1 updates,
amends, and supplements the information previously included in our prospectus dated April 4, 2017, which we refer to as our prospectus,
relating to the offer for sale or other disposition of an aggregate of 1,076,596 shares of common stock, $0.0001 par value per
share, of Aytu BioScience, Inc., issued and issuable to Lincoln Park Capital Fund, LLC, the selling shareholder named in the prospectus.
Disposition of Primsol Asset
On March 31, 2017, we entered into and closed
on an Asset Purchase Agreement with Allegis Holdings, LLC (the “Purchaser”). Pursuant to the agreement, we sold to
the Purchaser all of our assets related to our product known as Primsol
®
(trimethoprim solution), including certain
intellectual property and contracts, inventory, work in process and all marketing assets and materials related solely to Primsol
(together, the “Primsol Asset”). We retain any liability associated with the Primsol Asset that occurred prior to the
closing. The Purchaser paid us $1,750,000 at the closing for the Primsol Asset.
The agreement contains customary representations
and warranties and covenants by each party. The agreement contains customary indemnification provisions by each party, including,
subject to certain limitations, the indemnification by each party for any losses arising out of any breach of the other party’s
representations or warranties or any breach or failure to perform any of its covenants under the agreement, as well as any liabilities
related to the Primsol Asset prior to the closing (as to the Purchaser) and after the closing (as to us).
The agreement also provides that for a period
of 24 months after the closing we will not directly or indirectly sell, market, promote, advertise or distribute anywhere in the
world any liquid urinary tract anti-infective pharmaceutical or treatment product containing trimethoprim.
We have evaluated this transaction and concluded
that it is not significant to our business.
* * * * *
This Prospectus Supplement No. 1 is not
complete without, and may not be delivered or used except in connection with, our prospectus, including all amendments and supplements
thereto.
Investing in our common stock involves
a high degree of risk. See “Risk Factors” beginning on page 8 of the original prospectus.
Neither the SEC nor any state securities
commission has approved or disapproved our securities or determined that this prospectus is truthful or complete. It is illegal
for anyone to tell you otherwise.
The date of this Prospectus Supplement No.
1 is April 12, 2017.
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