Current Report Filing (8-k)
August 02 2019 - 7:31AM
Edgar (US Regulatory)
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):
July 29, 2019
AYTU
BIOSCIENCE, INC.
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(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-38247
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47-0883144
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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373
Inverness Parkway, Suite 206, Englewood, Colorado
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80112
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code:
(720) 437-6580
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))
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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AYTU
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The
NASDAQ Stock Market LLC
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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 1.01
Entry into a Material Definitive
Agreement.
As
previously disclosed, on April 22, 2016 the Company entered into a
license and supply agreement (the “Original Agreement”)
with Acerus Pharmaceuticals SRL (“Acerus”) to, among
other things, acquire the exclusive U.S. rights to
Natesto
®
(testosterone)
nasal gel from Acerus.
On July
29, 2019, the Company agreed to amend and restate the Original
Agreement (as amended and restated, the “Amended
Agreement”). The effectiveness of the Amended Agreement is
conditioned upon Acerus obtaining new financing within six months
of signing of the Amended Agreement.
The
Amended Agreement will grant to Acerus rights to promote Natesto in
the urology and endocrinology physician specialties (the
“Acerus Sales Channel”). The Company will maintain
exclusive rights to promote to all other physician specialties,
including internal medicine and family practice (the “Aytu
Sales Channel”) and continue to book Natesto revenue for
product sales made to U.S. wholesalers and other direct purchasing
customers. Acerus and the Company will be responsible for
developing commercialization plans for the Acerus Sales Channel and
Aytu Sales Channel, respectively. Acerus has also agreed to assume
responsibility for, among other things, (i) the Natesto New Drug
Application and all associated regulatory responsibilities and
expenses, (ii) pharmacovigilance and safety monitoring, (iii) any
required clinical trials and (iv) funding and fielding an
endocrinology/urology sales force of at least 25 sales
representatives with appropriate sales management and support
infrastructure. During the term of the Amended Agreement, the
Company will continue to purchase all of its Natesto product needs
from Acerus at a transfer price equal to Acerus’ cost of
goods sold. The Company will pay a commission to Acerus at varying
rates for Natesto net revenue from both sales channels. Each month
the companies will agree on a two-year forecast of product needs,
the first seven months of which will be binding.
The
Company and Acerus will continue to collaborate through a joint
commercialization committee made up of equal members from Acerus
and the Company. Such joint commercialization committee will
continue to be responsible for the development of joint
commercialization plans, Natesto brand strategy, commercial
pricing, payer strategy and promotional messaging.
The
foregoing description of the Amended Agreement is qualified in its
entirety by reference to the full and complete terms contained in
the Amended Agreement, which is filed as exhibit 10.1 hereto and
incorporated herein by reference.
A copy
of the press release announcing the Company’s entry into the
Amended Agreement is attached as Exhibit 99.1 and incorporated
herein by reference.
This
Current Report on Form 8-K includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, or
the Exchange Act. All statements other than statements of
historical facts contained in this presentation are forward-looking
statements. These statements are just predictions and are subject
to risks and uncertainties that could cause the actual events or
results to differ materially. These risks and uncertainties
include, among others, the risk that the conditions to the
effectiveness of the Amended Agreement will not be satisfied and,
as a result, the Amended Agreement will not become effective. We
also refer you to the risks described in “Risk Factors”
in Part I, Item 1A of Aytu BioScience, Inc.’s Annual Report
on Form 10-K and in the other reports and documents we file with
the Securities and Exchange Commission from time to
time.
Item 9.01
Financial Statements and
Exhibits.
(d) The
following exhibit is being filed herewith:
Exhibit
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Description
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10.1
(*)
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Amended
and Restated License and Supply Agreement between Aytu BioScience,
Inc. and Acerus Pharmaceuticals SRL, dated July 29,
2019
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99.1
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Press
Release dated July 30, 2019
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* Portions of this exhibit have been redacted in compliance with
Regulation S-K Item 601(b)(10).
SIGNATURE
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 hereunto duly authorized.
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AYTU BIOSCIENCE, INC.
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Date:
August 2, 2019
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By:
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/s/
Joshua Disbrow
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Name:
Joshua Disbrow
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Title:
Chief Executive Officer
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