Filed Pursuant to
Rule 424(b)(3)
Registration No.
333-236599
PROSPECTUS
AYTU
BIOSCIENCE, INC.
9,805,845
Shares of Common Stock Issuable upon Conversion of Series G Convertible Preferred Stock
This
prospectus relates to the resale of 9,805,845 shares of Common Stock, par value $0.0001 per share (“Common
Stock”) of Aytu BioScience, Inc. (the “Company”) by Cerecor Inc. (the “Selling Stockholder”).
The Common Stock includes 9,805,845 shares of Common Stock issuable upon the conversion of 9,805,845 shares of Series G
Convertible Preferred Stock (“Series G Preferred Stock”) of the Company issued to the Selling Stockholder
pursuant to the asset purchase agreement dated October 10, 2019, as amended November 1, 2019 (the “Asset Purchase
Agreement”). We will not receive any proceeds from the conversion of Series G Preferred Stock or
from the sale of any shares of Common Stock by the Selling Stockholder pursuant to this prospectus.
Our
registration of the securities covered by this prospectus does not mean that the Selling Stockholder will offer or sell any of
the shares of Common Stock. The Selling Stockholder may sell the shares of Common Stock offered by this prospectus from time to
time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described
in this prospectus under the caption “Plan of Distribution.” The shares of Common Stock may be sold at fixed prices,
at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices.
Our
Common Stock is traded on the NASDAQ Capital Market (“NASDAQ”) under the symbol “AYTU”. On February 28,
2020, the last reported sales price of our Common Stock was $0.53 per share.
An
investment in our securities involves risks. See “Risk Factors” beginning on page 5 of this prospectus, page 13 of
our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, and any updates to those risk factors or new risk factors
contained in our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed
with the SEC, all of which we incorporate by reference herein.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is February 28, 2020.
TABLE
OF CONTENTS
You
should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this
prospectus and any applicable prospectus supplement. We have not authorized anyone to provide you with different information.
We are not making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that
the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate
as of any date other than the date of the applicable document. Since the respective dates of this prospectus and the documents
incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have
changed.
ABOUT
THIS PROSPECTUS
You
should rely only on the information contained in this prospectus or in any related free writing prospectus filed by us with the
Securities and Exchange Commission (“SEC”). We and the Selling Stockholder have not authorized anyone to provide you
with any information or to make any representation not contained in this prospectus. We and the Selling Stockholder do not take
any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you.
This prospectus is not an offer to sell or an offer to buy securities in any jurisdiction where offers and sales are not permitted.
The information in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any
sale of securities. You should also read and consider the information in the documents to which we have referred you under the
caption “Where You Can Find More Information” in the prospectus.
Neither
we nor the Selling Stockholder have done anything that would permit a public offering of the securities or possession or distribution
of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside
the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the securities and the distribution of this prospectus outside of the United States.
We
urge you to read carefully this prospectus, as supplemented and amended, before deciding whether to invest in any of the Common
Stock being offered.
Unless
the context indicates otherwise, as used in this prospectus, the terms “Aytu,” “we,” “us,”
“our,” and “our business” refer to Aytu BioScience, Inc. and its subsidiary.
We own, license, or otherwise have rights
to various U.S. federal trademark registrations and applications, and unregistered trademarks and service marks, including Natesto,
Poly-Vi-Flor, Tri-Vi-Flor, Karbinal, Tuzistra XR, AcipHex Sprinkle, ZolpiMist and MiOXSYS. All other trade names, trademarks and
service marks appearing in this prospectus are the property of their respective owners. We have assumed that the reader understands
that all such terms are source-indicating. Accordingly, such terms, when first mentioned in this prospectus, appear with the trade
name, trademark or service mark notice and then throughout the remainder of this prospectus without trade name, trademark or service
mark notices for convenience only and should not be construed as being used in a descriptive or generic sense.
PROSPECTUS
SUMMARY
This
prospectus summary highlights selected information contained in this prospectus and does not contain all of the information that
is important to you. This prospectus summary is qualified in its entirety by the more detailed information included in or incorporated
by reference into this prospectus. Before making your investment decision with respect to our Common Stock, you should carefully
read this entire prospectus, any applicable prospectus supplement and the documents referred to in “Where You Can Find More
Information” and “Documents Incorporated by Reference.”
The
Company
Overview
We
are a commercial-stage specialty pharmaceutical company focused on global commercialization of novel products addressing significant
medical needs. We have multiple approved products on the market, and we seek to build a portfolio of novel therapeutics that serve
large medical needs, across a range of conditions, through our in-house commercial team. Our commercial infrastructure consists
primarily of a pharmaceutical sales force calling on physicians throughout the US. We focus our commercial efforts on serving
large therapeutic areas and offer products with distinct patient benefits.
We
acquired exclusive U.S. rights to Natesto® (testosterone) nasal gel, a novel formulation of testosterone delivered
via a discreet, easy-to-use nasal gel, and we launched Natesto in the U.S. with our direct sales force in 2016. Natesto is approved
by the U.S. Food and Drug Administration, or FDA, for the treatment of hypogonadism (low testosterone) in men and is the only
testosterone replacement therapy, or TRT, delivered via a nasal gel. Natesto offers multiple advantages over currently available
TRTs and competes in a $1.7 billion market accounting for over 6.9 million prescriptions annually. Importantly, as Natesto is
delivered via the nasal mucosa and not the skin, there is no risk of testosterone transference to others, a known potential side
effect and black box warning associated with all other topically applied TRTs, including the market leader AndroGel®.
In
June 2018 we acquired an exclusive U.S. and Canadian license to ZolpiMist™. ZolpiMist is an FDA-approved prescription product
that is indicated for the short-term treatment of insomnia and is the only oral spray formulation of zolpidem tartrate - the most
widely prescribed prescription sleep aid in the U.S. ZolpiMist is commercially available and competes in the non-benzodiazepine
prescription sleep aid category, a $1.8 billion prescription drug category with over 43 million prescriptions written annually.
Thirty million prescriptions of zolpidem tartrate (Ambien®, Ambien® CR, Intermezzo®, Edluar®, ZolpiMist™,
and generic forms of immediate-release, controlled release, and orally dissolving tablet formulations) are written each year in
the U.S., representing almost 70% of the non-benzodiazepine sleep aid category. Approximately 2.5 million prescriptions are written
for novel formulations of zolpidem tartrate products (controlled release and sublingual tablets). We intend to integrate ZolpiMist
into our sales force’s promotional efforts as an adjunct product to Natesto as there is substantial overlap of physician
prescribers among our primary care physician targets.
In
November 2018 we acquired an exclusive commercial license from Tris Pharma to market Tuzistra® XR in the U.S. Tuzistra XR
is indicated for the temporary relief of cough and upper respiratory symptoms associated with allergy or the common cold in patients
18 years of age and older. Tuzistra XR is a patented combination of codeine, an opiate agonist antitussive, and chlorpheniramine,
a histamine-1 receptor antagonist, indicated for relief of cough and symptoms associated with upper respiratory allergies or a
common cold in adults aged 18 years and older. Tuzistra XR is protected by two Orange Book-listed patents extending to 2031 and
multiple pending patents. According to MediMedia, the US cough cold prescription market is worth in excess of $3 billion at current
brand pricing, with 30-35 million annual prescriptions. This market is dominated by short-acting treatments, which require dosing
4-6 times a day. Tuzistra XR was developed using Tris Pharma’s liquid sustained release technology, LiquiXR®, which allows
for extended drug delivery throughout a 12-hour dosing period.
In
November 2019 we acquired a portfolio of six commercial assets from Cerecor Inc. (the “Commercial Portfolio”). The
Commercial Portfolio includes prescription products competing in markets exceeding $8 billion in annual U.S. sales. The portfolio
consists of six established, commercialized pediatric primary care products including: Karbinal® ER, Poly-Vi-Flor®, Tri-Vi-Flor™,
AcipHex® Sprinkle™, Cefaclor for Oral Suspension, and Flexichamber™.
Each
product has distinct clinical features and patient-friendly benefits and are indicated to treat common pediatric and primary care
conditions.
|
|
●
|
Karbinal®
ER (carbinoxamine maleate extended-release oral suspension): Karbinal ER is an H1 receptor
antagonist (antihistamine) indicated to treat various allergic conditions including seasonal
and perennial allergic rhinitis, vasomotor rhinitis, and other common allergic conditions.
|
|
|
|
|
|
|
●
|
Poly-Vi-Flor®
and Tri-Vi-Flor®: Poly-Vi-Flor and Tri-Vi-Flor are two complementary prescription
fluoride-based supplement product lines containing combinations of vitamins and fluoride
in various oral formulations. These prescription supplements are prescribed for infants
and children to treat or prevent fluoride deficiency due to poor diet or low levels of
fluoride in drinking water and other sources.
|
|
|
|
|
|
|
●
|
AcipHex®
Sprinkle™ (rabeprazole sodium): AcipHex Sprinkle is a granule formulation of rabeprazole
sodium, a commonly prescribed proton pump inhibitor. AcipHex Sprinkle is indicated for
the treatment of gastroesophageal reflux disease (GERD) in pediatric patients 1 to 11
years of age for up to 12 weeks.
|
|
|
|
|
|
|
●
|
Cefaclor
(cefaclor oral suspension): Cefaclor for oral suspension is a second-generation cephalosporin
antibiotic suspension and is indicated for the treatment of numerous common infections
caused by Streptococcus pneumoniae, Haemophilus influenzae, staphylococci, and Streptococcus
pyogenes, and others.
|
|
|
|
|
|
|
●
|
Flexichamber®:
Flexichamber is an anti-static, valved collapsible holding chamber intended to be used
by patients to administer aerosolized medication from most pressurized metered dose inhalers
(MDIs) such as commonly used asthma medications.
|
On February 14, 2020, we entered into the consumer healthcare market through the consummation of the merger with Innovus Pharmaceuticals,
Inc. (“Innovus”). Innovus Pharmaceuticals, Inc., is a specialty pharmaceutical company commercializing, licensing
and developing safe and effective consumer health products. Through this combined entity, Aytu expands into the $40 billion
consumer healthcare market with a portfolio of over thirty-five consumer products competing in large therapeutic categories
including diabetes, men’s health, sexual wellness and respiratory health.
In
the future we will look to acquire additional commercial-stage or near-market products, including existing products we believe
can offer distinct commercial advantages. Our management team’s prior experience has involved identifying primarily commercial-stage
assets that can be launched or re-launched to increase value, with a focused commercial infrastructure specializing in novel,
niche products.
Our
management team has extensive experience across a wide range of business development activities and have in-licensed or acquired
products from large, mid-sized, and small enterprises in the United States and abroad. Through an assertive product and business
development approach, we expect that we will build a substantial portfolio of complementary urology products.
Corporate
Information
We
were incorporated as Rosewind Corporation on August 9, 2002 in the State of Colorado.
Vyrix
Pharmaceuticals, Inc., or Vyrix, was incorporated under the laws of the State of Delaware on November 18, 2013 and was wholly
owned by Ampio Pharmaceuticals, Inc. (NYSE American: AMPE), or Ampio, immediately prior to the completion of the Merger (defined
below). Vyrix was previously a carve-out of the sexual dysfunction therapeutics business, including the late-stage men’s
health product candidates, Zertane and Zertane-ED, from Ampio, that carve-out was announced in December 2013. Luoxis Diagnostics,
Inc., or Luoxis, was incorporated under the laws of the State of Delaware on January 24, 2013 and was majority owned by Ampio
immediately prior to the completion of the Merger. Luoxis was initially focused on developing and advancing the RedoxSYS System.
The MiOXSYS System was developed following the completed development of the RedoxSYS System.
On
March 20, 2015, Rosewind formed Rosewind Merger Sub V, Inc. and Rosewind Merger Sub L, Inc., each a wholly-owned subsidiary formed
for the purpose of the Merger, and on April 16, 2015, Rosewind Merger Sub V, Inc. merged with and into Vyrix and Rosewind Merger
Sub L, Inc. merged with and into Luoxis, and Vyrix and Luoxis became subsidiaries of Rosewind. Immediately thereafter, Vyrix and
Luoxis merged with and into Rosewind with Rosewind as the surviving corporation (herein referred to as the Merger). Concurrent
with the closing of the Merger, Rosewind abandoned its pre-merger business plans, and we now solely pursue the specialty healthcare
market, focusing on urological related conditions, including the business of Vyrix and Luoxis. When we discuss our business in
this prospectus, we include the pre-Merger business of Luoxis and Vyrix.
On
June 8, 2015, we (i) reincorporated as a domestic Delaware corporation under Delaware General Corporate Law and changed our name
from Rosewind Corporation to Aytu BioScience, Inc., and (ii) effected a reverse stock split in which each Common Stock holder
received one share of Common Stock for each 12.174 shares outstanding. At our annual meeting of stockholders held on May 24, 2016,
our stockholders approved (1) an amendment to our Certificate of Incorporation to reduce the number of authorized shares of Common
Stock from 300.0 million to 100.0 million, which amendment was effective on June 1, 2016, and (2) an amendment to our Certificate
of Incorporation to affect a reverse stock split at a ratio of 1-for-12 which became effective on June 30, 2016. At our special
meeting of stockholders held on July 26, 2017, our stockholders approved an amendment to our Certificate of Incorporation to affect
a reverse stock split at a ratio of 1-for-20 which became effective on August 25, 2017. In addition, at our annual meeting of
stockholders held on June 27, 2018, our stockholders approved an amendment to our Certificate of Incorporation to affect a reverse
stock split at a ratio of up to 1-for-20, which reverse stock split became effective at a ratio of 1-for-20 on August 10, 2018.
All share and per share amounts in this prospectus have been adjusted to reflect the effect of these four reverse stock splits.
Our
principal executive offices are located at 373 Inverness Parkway, Suite 206, Englewood, Colorado 80112, and our phone number is
(720) 437-6580. Our corporate website address is http://www.aytubio.com. The information contained on, connected to or that can
be accessed via our website is not part of this prospectus. We have included our website address in this prospectus as an inactive
textual reference only and not as an active hyperlink.
The
Offering
We
are registering the resale of 9,805,845 shares of Common Stock issuable upon the conversion of 9,805,845 shares of Series G Preferred
Stock issued pursuant to the Purchase Agreement.
|
Shares
of Common Stock offered by the Selling Stockholder
|
|
9,805,845 shares.
|
|
|
|
|
|
Shares
of Common Stock outstanding prior to this Offering
|
|
27,828,490
shares.
|
|
|
|
|
|
Shares
of Common Stock outstanding after this Offering and conversion of all of the shares of Series G Preferred Stock
|
|
37,634,335
shares.
|
|
|
|
|
|
Use
of proceeds
|
|
All
of the shares of Common Stock offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder
for its own account. We will not receive any of the proceeds from these sales.
|
|
|
|
|
|
Trading
Market and Ticker Symbol for Common Stock
|
|
Our
Common Stock is currently listed on NASDAQ under the symbol “AYTU.”
|
|
|
|
|
|
Risk
Factors
|
|
This
investment involves a high degree of risk. You should read the description of risks set forth under “Risk Factors”
beginning on page 5 of this prospectus and the documents incorporated by reference herein for a discussion of factors to consider
before deciding to purchase our securities.
|
Unless otherwise indicated, all information
in this prospectus excludes as of February 28, 2020:
|
|
●
|
13,937
shares of our Common Stock issuable upon exercise of outstanding stock options under
our 2015 Stock Option and Incentive Plan at a weighted average exercise price of $34.69
per share, of which 13,937 are exercisable;
|
|
|
●
|
23,459,663 shares of our Common Stock issuable upon exercise
of outstanding warrants with a weighted average exercise price of $2.92 per share; and
|
|
|
●
|
2,407,902
shares of our Common Stock issuable upon conversion (other than the Series G Preferred
Stock) of 400,000 shares of Series D Convertible Preferred Stock, 10,000 shares of Series
F Convertible Preferred Stock and 1,997,902 shares of Series H Convertible Preferred
Stock.
|
RISK
FACTORS
An
investment in our securities involves risks and uncertainties. You should consider carefully the risks described below, those
beginning on page 13 of our Annual Report on Form 10-K for the fiscal year ended June 30, 2019, and any updates to those risk
factors or new risk factors contained in our subsequent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K filed with the SEC, all of which we incorporate by reference herein, as well as the other information included
in this prospectus, and any applicable prospectus supplement, before making an investment decision. Any of the risk factors could
significantly and negatively affect our business, financial condition, results of operations, cash flows, and prospects and the
trading price of our securities.
Our
Amended and Restated Bylaws provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation
that may be initiated by our stockholders, including claims under the Securities Act, which could limit our stockholders’
ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our
Amended and Restated Bylaws provides that the Court of Chancery of the State of Delaware shall, to the fullest extent permitted
by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting
a claim for breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders,
(iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our certificate
of incorporation or our bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. The choice of forum
provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with
us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers,
employees and agents. Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing
any such claim, particularly if they do not reside in or near the State of Delaware. The Court of Chancery may also reach different
judgments or results than would other courts, including courts where a stockholder considering an action may be located or would
otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively,
if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable
in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely
affect our business and financial condition. Notwithstanding the foregoing, the exclusive provision shall not preclude or contract
the scope of exclusive federal or concurrent jurisdiction for actions brought under the Securities Exchange Act of 1934, as amended,
or the Securities Act of 1933, as amended, or the respective rules and regulations promulgated thereunder.
FORWARD-LOOKING
STATEMENTS
This
prospectus 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 prospectus, including statements regarding our anticipated future clinical and regulatory events, future
financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements.
Forward looking statements are generally written in the future tense and/or are preceded by words such as “may,” “will,”
“should,” “forecast,” “could,” “expect,” “suggest,” “believe,”
“estimate,” “continue,” “anticipate,” “intend,” “plan,” or similar
words, or the negatives of such terms or other variations on such terms or comparable terminology.
These
forward-looking statements are subject to a number of risks, uncertainties and assumptions, including without limitation the risks
described in “Risk Factors” in this prospectus and the documents incorporated by reference herein. These risks are
not exhaustive. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time
to time and it is not possible for our management to predict all risk factors, nor can we assess the impact of all factors on
our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from
those contained in any forward-looking statements. You should not rely upon forward-looking statements as predictions of future
events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or
occur and actual results could differ materially from those projected in the forward-looking statements. We assume no obligation
to update or supplement forward-looking statements, except as may be required under applicable law.
USE
OF PROCEEDS
All
of the shares of Common Stock offered by the Selling Stockholder pursuant to this prospectus will be sold by the Selling Stockholder
for its own account. We will not receive any of the proceeds from these sales.
DESCRIPTION
OF SECURITIES
The
following summary of the material terms of our securities is not intended to be a complete summary of the rights and preferences
of such securities. We urge you to read our certificate of incorporation in its entirety for a complete description of the rights
and preferences of our securities.
General
We
are authorized to issue up to 200,000,000 shares of Common Stock, $0.0001 par value per share, and 50,000,000 shares of
preferred stock, $0.0001 par value per share.
Excluding the Series G Preferred Stock,
as of February 28, 2020, a total of 27,828,490 shares of our Common Stock were issued and outstanding, 400,000 shares of our Series
D Preferred Stock were issued and outstanding and 10,000 shares of our Series F Preferred Stock and 1,997,902 Series H Preferred
Stock were issued and outstanding. There were no shares of our Series A Preferred Stock, Series B Preferred Stock, Series C Preferred
Stock, or Series E Preferred Stock issued or outstanding.
Common
Stock
The
holders of our Common Stock are entitled to one vote per share. Our Certificate of Incorporation does not expressly prohibit cumulative
voting. The holders of our Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board
of Directors out of legally available funds. Upon liquidation, dissolution or winding-up, the holders of our Common Stock are
entitled to share ratably in all assets that are legally available for distribution. The holders of our Common Stock have no preemptive,
subscription, redemption or conversion rights.
The
rights, preferences and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights
of the holders of any series of preferred stock, which may be designated solely by action of the Board of Directors and issued
in the future.
Outstanding
Preferred Stock
Our
Certificate of Incorporation provides our Board of Directors with the authority to divide the preferred stock into series and
to fix and determine the rights and preferences of the shares of any series of preferred stock established to the full extent
permitted by the laws of the State of Delaware and the Certificate of Incorporation. Our preferred stock consists of the following::
|
|
●
|
We
previously designated 10,000 shares as Series A Convertible Preferred Stock. No shares
of Series A Convertible Preferred Stock are outstanding as of February 28, 2020.
|
|
|
|
|
|
|
●
|
We
previously designated 3,216 shares as Series B Convertible Preferred Stock. No shares
of Series B Convertible Preferred Stock are outstanding as of February 28, 2020.
|
|
|
|
|
|
|
●
|
We
previously designated 8,342,993 shares as Series C Preferred Stock. No shares of Series
C Convertible Convertible Preferred Stock are outstanding as of February 28, 2020.
|
|
|
|
|
|
|
●
|
We
previously designated 400,000 shares as Series D Convertible Preferred Stock. 400,000
shares of Series D Convertible Preferred Stock are outstanding as of February 28, 2020.
|
|
|
|
|
|
|
●
|
We
previously designated 2,751,148 shares as Series E Convertible Preferred Stock. No shares
of Series E Convertible Preferred Stock are outstanding as of February 28, 2020.
|
|
|
|
|
|
|
●
|
We
previously designated 10,000 shares of Series F Convertible Preferred Stock. 10,000 shares
of Series F Convertible Preferred Stock are outstanding as of February 28, 2020.
|
|
|
|
|
|
|
●
|
We
previously designated 9,805,845 shares as Series G Convertible Preferred Stock. 9,805,845 shares of Series G Convertible Preferred
Stock are outstanding as of February 28, 2020.
|
|
|
|
|
|
|
●
|
We
previously designated 1,997,902 shares as Series H Convertible Preferred Stock. 1,997,902
shares of Series H Convertible Preferred Stock are outstanding as of February 28, 2020.
|
Terms
of Series G Preferred Stock
Conversion.
Each share of Series G Preferred Stock, assuming approval of the Conversion Proposal, and subject to other conversion restrictions,
will be initially convertible under certain circumstances into one share of common stock, which conversion ratio will be subject
to adjustment for stock splits, stock dividends, distributions, subdivisions and combinations.
Fundamental
Transaction. In the event we consummate a merger or consolidation with or into another person or other reorganization event
in which our common stock is converted or exchanged for securities, cash or other property, or we sell, lease, license, assign,
transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquires 50% or more of
our outstanding shares of common stock, then following such event, the holders of the Series G Preferred Stock will be entitled
to receive upon conversion of such Series G Preferred Stock the same kind and amount of securities, cash or property which the
holders would have received had they converted their Series G Preferred Stock immediately prior to such fundamental transaction.
Any successor to Aytu or surviving entity shall assume the obligations under the Series G Preferred Stock.
Liquidation
Preference. In the event of a liquidation, the holders of Series G Preferred Stock will be entitled to participate on an as-converted-to-common-stock
basis with holders of our common stock in any distribution of our assets to the holders of the common stock.
Voting
Rights. With certain exceptions, as described in the certificate of designation, the Series G Preferred Stock will have no
voting rights. However, as long as any shares of Series G Preferred Stock remain outstanding, the certificate of designation provides
that we shall not, without the affirmative vote of holders of a majority of the then-outstanding shares of Series G Preferred
Stock: (a) alter or change adversely the powers, preferences or rights given to the Series G Preferred Stock or alter or amend
the certificate of designation, (b) amend our certificate of incorporation or other charter documents in any manner that adversely
affects any rights of the holders, (c) increase the number of authorized shares of Series G Preferred Stock or (d) enter into
any agreement with respect to any of the foregoing.
Dividends.
The certificate of designation provides, among other things, that we shall not pay any dividends on shares of common stock (other
than dividends in the form of our common stock) unless and until such time as we pay dividends on each share of Series G Preferred
Stock on an as-converted basis. Other than as set forth in the previous sentence, the certificate of designation provides that
no other dividends shall be paid on shares of Series G Preferred Stock and that we shall pay no dividends (other than dividends
in the form of our common stock) on shares of common stock unless we simultaneously comply with the previous sentence.
Exchange
Listing. The Series G Preferred Stock is not listed on any securities exchange or other trading system.
Outstanding
Warrants
As of February 28, 2020, we had outstanding
warrants to purchase an aggregate of 24,459,663 shares of our Common Stock, consisting of:
|
|
●
|
Warrants
to purchase 35 shares of our Common Stock that were issued in February 2016 to the placement
agents in our private placement of convertible notes that we conducted in July and August
2015. These placement agents’ warrants have a term of five years from the date
of issuance of the related notes in July and August 2015, have an exercise price of $3,120.00,
and provide for cashless exercise;
|
|
|
●
|
Warrants
to purchase 22 shares of our Common Stock that were issued in February 2016 to the placement
agents in our private placement of convertible notes that we conducted in July and August
2015. These placement agents’ warrants have a term of five years from the date
of issuance of the related notes in July and August 2015, have an exercise price of $300.00,
and provide for cashless exercise;
|
|
|
●
|
Warrants
to purchase 58 shares of our Common Stock that were issued in May 2016 to the placement
agents in our private placement of convertible notes that we conducted in July and August
2015. These placement agents’ warrants have a term of five years from the date
of issuance of the related notes in July and August 2015, have an exercise price of $1,920.00,
and provide for cashless exercise;
|
|
|
●
|
Warrants
to purchase 1,361 shares of our Common Stock that were issued in the public offering
of Common Stock and warrants we completed on May 6, 2016. These warrants are exercisable
for five years from issuance and have an exercise price equal to $2,400.00;
|
|
|
●
|
Warrants
to purchase 767 shares of our Common Stock that were issued upon the closing of our public
offering on May 5, 2016. These warrants are exercisable for five years from issuance
and have an exercise price equal to $2,400.00;
|
|
|
●
|
Warrants
to 279 shares of Common Stock issued to the underwriters of our public offering. These
warrants are exercisable beginning May 2, 2017 until May 2, 2021 and have an exercise
price equal to $300.00;
|
|
|
●
|
Warrants
with a release to purchase 221 shares of Common Stock issued to the Luoxis stockholders.
These warrants expire on July 7, 2021 and have an exercise price equal to $1,600.00;
|
|
|
●
|
Warrants
to purchase 10,548 shares of our Common Stock that were issued upon the closing of our
public offering on November 2, 2016. These warrants are exercisable for five years from
issuance and have an exercise price equal to $744.00;
|
|
|
●
|
Warrants
to purchase 1,009 shares of Common Stock issued to the underwriters of our November public
offering. These warrants are exercisable beginning October 27, 2016 until October 27,
2021 and have an exercise price equal to $300.00;
|
|
|
●
|
Warrants
to purchase 221,006 shares of our Common Stock that were issued in the public offering
of Common Stock, preferred stock and warrants we completed on August 15, 2017. These
warrants are exercisable for five years from issuance and have an exercise price equal
to $72.00;
|
|
|
●
|
Warrants
to purchase 19,749 shares of our Common Stock that were issued in August 2017 to the
placement agents in our public offering of Common Stock, preferred stock and warrants
we completed on August 15, 2017. These placement agents’ warrants have a term of
five years from August 25, 2017, and have an exercise price of $72.00, and provide for
cashless exercise;
|
|
|
●
|
Warrants
to purchase 1,527,606 shares of our Common Stock that were issued in the public offering
of Common Stock, preferred stock and warrants we completed on March 6, 2018. These warrants
are exercisable for five years from issuance and have an exercise price equal to $10.80;
|
|
|
●
|
Warrants
to purchase 100,000 shares of our Common Stock were issued on March 23, 2018. These warrants
are exercisable for five years from issuance and have an exercise price equal to $10.80;
|
|
|
●
|
Warrants
to purchase 10,423,600 shares of our Common Stock were issued on October 9, 2018, of which
10,173,593 are issued and outstanding. These warrants are exercisable for five years
from issuance and have an exercise price equal to $1.50; and
|
|
|
●
|
Warrants
to purchase 4,403,409 shares of our Common Stock were issued on April 18, 2019. These
warrants are exercisable for five years from issuance and have an exercise price equal
to $1.00.
|
|
|
●
|
Warrants to purchase 10,000,000 shares of our Common Stock were issued on October 11, 2019. These warrants are exercisable for five years from the effective registration of January 24, 2020. These warrants were originally issued with an original exercise price of $1.25, however, a cashless exercise provision was satisfied on January 24, 2020 resulting in a $0.00 exercise price. Between January 27, 2020 and February 28, 2020, an investor exercised 3,000,000 of these warrants at an exercise price of $0.00, leaving a remaining 7,000,000 outstanding at February 28, 2020.
|
Outstanding
Options
On
June 1, 2015, our stockholders approved the 2015 Stock Option and Incentive Plan (the “2015 Plan”), which provides
for the award of stock options, stock appreciation rights, restricted stock and other equity awards for up to an aggregate of
3,000,000 shares of Common Stock. The shares of Common Stock underlying any awards that are forfeited, canceled, reacquired by
us prior to vesting, satisfied without any issuance of stock, expire or are otherwise terminated (other than by exercise) under
the 2015 Plan will be added back to the shares of Common Stock available for issuance under the 2015 Plan. On February 14, 2020,
our stockholders approved an amendment to the 2015 Plan to increase the aggregate number of shares issuable under the 2015 Plan
by 2,000,000 shares.
As of February 28, 2020, we had outstanding
options to purchase an aggregate of 13,937 shares of our Common Stock at a weighted average exercise price of $34.69 per share.
Of these, an aggregate of 13,937 are exercisable.
The
2015 Plan is administered by our Board or a committee designated by the Board (as applicable, the Administrator). The Administrator
has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make
any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions
of the 2015 Plan. The Administrator may delegate to our Chief Executive Officer the authority to grant stock options and other
awards to employees who are not subject to the reporting and other provisions of Section 16 of the Exchange Act and not subject
to Section 162(m) of the Code, subject to certain limitations and guidelines.
Persons
eligible to participate in the 2015 Plan are full or part-time officers, employees, non-employee directors, directors and other
key persons (including consultants and prospective officers) of our company and its subsidiaries as selected from time to time
by the Administrator in its discretion. Approximately 35 individuals are currently eligible to participate in the 2015 Plan, which
includes officers, employees who are not officers, non-employee director, former employees and other individuals who are primarily
consultants.
The
2015 Plan provides that upon the effectiveness of a “sale event” as defined in the 2015 Plan, except as otherwise
provided by the Administrator in the award agreement, all stock options, stock appreciation rights and other awards will be assumed
or continued by the successor entity and adjusted accordingly to take into account the impact of the transaction. To the extent,
however, that the parties to such sale event do not agree that all stock options, stock appreciation rights or any other awards
shall be assumed or continued, then such stock options and stock appreciation rights shall become fully exercisable and the restrictions
and conditions on all such other awards with time-based conditions will automatically be deemed waived. Awards with conditions
and restrictions relating to the attainment of performance goals may become vested and non-forfeitable in connection with a sale
event in the Administrator’s discretion. In addition, in the case of a sale event in which our stockholders will receive
cash consideration, we may make or provide for a cash payment to participants holding options and stock appreciation rights equal
to the difference between the per share cash consideration and the exercise price of the options or stock appreciation rights
in exchange for the cancellation thereto.
Quotation
on the NASDAQ Capital Market
Our
Common Stock is quoted on the NASDAQ Capital Market under the symbol “AYTU”. We have two series of warrants quoted
on the OTCQB under the symbols “AYTUW” and “AYTUZ”.
Transfer
Agent
The
transfer agent of our Common Stock is Issuer Direct Corporation. Their address is 500 Perimeter Park Drive, Suite D, Morrisville,
NC 27560.
Delaware
Anti-Takeover Law and Provisions of Our Certificate of Incorporation and Bylaws
Delaware
Anti-Takeover Law. We are subject to Section 203 of the Delaware General Corporation Law. Section 203 generally prohibits
a public Delaware corporation from engaging in a “business combination” with an “interested stockholder”
for a period of three years after the date of the transaction in which the person became an interested stockholder, unless:
|
|
●
|
prior
to the date of the transaction, the board of directors of the corporation approved either
the business combination or the transaction which resulted in the stockholder becoming
an interested stockholder;
|
|
|
|
|
|
|
●
|
upon
consummation of the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction commenced, excluding specified shares;
or
|
|
|
|
|
|
|
●
|
at
or subsequent to the date of the transaction, the business combination is approved by
the board of directors and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding
voting stock which is not owned by the interested stockholder.
|
Section
203 defines a “business combination” to include:
|
|
●
|
any
merger or consolidation involving the corporation and the interested stockholder;
|
|
|
|
|
|
|
●
|
any
sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more
of the assets of the corporation to or with the interested stockholder;
|
|
|
|
|
|
|
●
|
subject
to exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder;
|
|
|
|
|
|
|
●
|
subject
to exceptions, any transaction involving the corporation that has the effect of increasing
the proportionate share of the stock of any class or series of the corporation beneficially
owned by the interested stockholder; or
|
|
|
|
|
|
|
●
|
the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation.
|
In
general, Section 203 defines an “interested stockholder” as any person that is:
|
|
●
|
the
owner of 15% or more of the outstanding voting stock of the corporation;
|
|
|
|
|
|
|
●
|
an
affiliate or associate of the corporation who was the owner of 15% or more of the outstanding
voting stock of the corporation at any time within three years immediately prior to the
relevant date; or
|
|
|
|
|
|
|
●
|
the
affiliates and associates of the above.
|
Under
specific circumstances, Section 203 makes it more difficult for an “interested stockholder” to effect various business
combinations with a corporation for a three-year period, although the stockholders may, by adopting an amendment to the corporation’s
certificate of incorporation or bylaws, elect not to be governed by this section, effective 12 months after adoption.
Our
certificate of incorporation and bylaws do not exclude us from the restrictions of Section 203. We anticipate that the provisions
of Section 203 might encourage companies interested in acquiring us to negotiate in advance with our board of directors since
the stockholder approval requirement would be avoided if a majority of the directors then in office approve either the business
combination or the transaction that resulted in the stockholder becoming an interested stockholder.
Certificate
of Incorporation and Bylaw. Provisions of our certificate of incorporation and bylaws may delay or discourage transactions
involving an actual or potential change of control or change in our management, including transactions in which stockholders might
otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests.
Therefore, these provisions could adversely affect the price of our Common Stock. Among other things, these provisions include:
|
|
●
|
the
authorization of 50,000,000 shares of “blank check” preferred stock, the
rights, preferences and privileges of which may be established and shares of which may
be issued by our Board of Directors at its discretion from time to time and without stockholder
approval;
|
|
|
|
|
|
|
●
|
limiting
the removal of directors by the stockholders;
|
|
|
|
|
|
|
●
|
allowing
for the creation of a staggered board of directors;
|
|
|
|
|
|
|
●
|
eliminating
the ability of stockholders to call a special meeting of stockholders; and
|
|
|
|
|
|
|
●
|
establishing
advance notice requirements for nominations for election to the board of directors or
for proposing matters that can be acted upon at stockholder meetings.
|
THE
ACQUISITION
On
October 10, 2019, the Company entered into the Asset Purchase Agreement with Cerecor, whereby the Company agreed to purchase certain
assets and assume certain liabilities relating to the Products Business (the “Acquisition”). As consideration for
the Acquisition, the Company agreed to pay aggregate consideration of approximately $32 million to Cerecor consisting of (i) cash
consideration in the amount of $4.5 million by wire transfer of immediately available funds; (ii) Series G Preferred Stock valued
at $12.5 million; and (iii) the Company’s assumption of obligations owed by Cerecor to Deerfield CSF, LLC totaling approximately
$16.575 million, including any guaranteed interest payments with respect thereto (i.e., interest is due through January 2021 even
if the note is paid in full prior to its maturity).
The Acquisition closed on November 1,
2019, at which time the Company paid to Cerecor $4.5 million by wire transfer of immediately available funds and issued to Cerecor
9,805,845 million shares of Series G Preferred Stock.
In
connection with the Acquisition, we entered into a registration rights agreement, providing for the registration of the shares
of common stock issuable upon conversion of the Series G Preferred Stock issued to Cerecor under the Asset Purchase Agreement.
The registration rights agreement provides that we use our reasonable best efforts to cause a registration statement to be declared
effective as promptly as possible following the effectiveness of our registration statements associated with the Offering and
with our announced merger with Innovus Pharmaceuticals, Inc. and we shall use our reasonable best efforts to keep such registration
statement continuously effective under the Securities Act until the date that all registrable securities (as defined in the Asset
Purchase Agreement) covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may
be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in
compliance with the current public information requirement under Rule 144.
SELLING
STOCKHOLDER
The
Common Stock being offered by the Selling Stockholder are those issuable to the Selling Stockholder, upon exercise of the Series
G Preferred Stock. We are registering the shares of Common Stock in order to permit the Selling Stockholder to offer the shares
for resale from time to time. For additional information regarding the issuance of the Series G Preferred Stock see “The
Acquisition” above. Except as disclosed in the footnotes, the Selling Stockholder have not had any material relationship
with us within the past three years.
The table below lists the Selling Stockholder
and other information regarding the beneficial ownership of the shares of common stock by the Selling Stockholder. The second
column lists the number of shares of common stock beneficially owned by each Selling Stockholder, based on its ownership of the
shares of Common Stock, as of February 28, 2020, assuming the conversion of the Series G Preferred Stock held by the Selling Stockholder
on that date, without regard to any limitations on exercises.
The
third column lists the shares of Common Stock being offered by this prospectus by the Selling Stockholder.
|
Name of Selling Stockholder
|
|
Number of shares of Common Stock Owned Prior to Offering
|
|
|
Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus
|
|
|
Number of shares of Common Stock Owned After Offering
|
|
|
Cerecor Inc.(*)
|
|
|
9,805,845
|
|
|
|
9,805,845
|
|
|
|
0
|
|
|
Total
|
|
|
9,805,845
|
|
|
|
9,805,845
|
|
|
|
0
|
|
|
|
*
|
Cerecor Inc. was the seller in the Acquisition as described
in this prospectus
|
PLAN
OF DISTRIBUTION
The Selling Stockholder and any of its
pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the
principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private
transactions. These sales may be at fixed or negotiated prices. The Selling Stockholder may use any one or more of the following
methods when selling securities:
|
|
●
|
ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
●
|
block
trades in which the broker-dealer will attempt to sell the securities as agent but may
position and resell a portion of the block as principal to facilitate the transaction;
|
|
|
●
|
purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
●
|
an
exchange distribution in accordance with the rules of the applicable exchange;
|
|
|
●
|
privately
negotiated transactions;
|
|
|
●
|
settlement
of short sales;
|
|
|
●
|
in
transactions through broker-dealers that agree with the Selling Stockholder to sell a
specified number of such securities at a stipulated price per security;
|
|
|
●
|
through
the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
|
|
|
●
|
a
combination of any such methods of sale; or
|
|
|
●
|
any
other method permitted pursuant to applicable law.
|
The
Selling Stockholder may also sell securities under Rule 144 or any other exemption from registration under the Securities Act
of 1933, as amended (the “Securities Act”), if available, rather than under this prospectus.
Broker-dealers
engaged by the Selling Stockholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the Selling Stockholder (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)
in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction
not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction
a markup or markdown in compliance with FINRA IM-2440.
In
connection with the sale of the securities or interests therein, the Selling Stockholder may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging
the positions they assume. The Selling Stockholder may also sell securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholder
may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative
securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus,
which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or
amended to reflect such transaction).
The
Selling Stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”
within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. Each Selling Stockholder has informed the Company that it does not have any written or oral agreement
or understanding, directly or indirectly, with any person to distribute the securities.
The
Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The
Company has agreed to indemnify the Selling Stockholder against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.
We
agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling
Stockholder without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without
the requirement for the Company to be in compliance with the current public information under Rule 144 under the Securities Act
or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under
the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed
brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered
hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined
in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholder will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of the common stock by the Selling Stockholder or any other person. We will make copies of this prospectus
available to the Selling Stockholder and have informed them of the need to deliver a copy of this prospectus to each purchaser
at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the securities covered by this prospectus has been passed upon for us by Dorsey & Whitney LLP, Salt Lake City,
Utah.
EXPERTS
The
consolidated financial statements of Aytu BioScience, Inc. at June 30, 2019 and 2018, and for each of the two years in the period
ended June 30, 2019 have been audited by Plante & Moran, PLLC (successor to EKS&H LLLP), independent registered public
accounting firm. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given
upon their authority as experts in accounting and auditing.
The
abbreviated financial statements of the Pediatrics Product Portfolio of Cerecor Inc. at September 30, 2019 and December 31, 2018,
and for the nine-month period ended September 30, 2019 and for the year ended December 31, 2018, incorporated by reference in Aytu
BioScience, Inc.’s Current Report on Form 8-K/A dated January 10, 2020 have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon incorporated by reference therein, and incorporated herein by reference. Such abbreviated
financial statements are incorporated herein by reference
in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The financial statements of Innovus incorporated
by reference in Aytu BioScience Inc.’s Current Report on Form 8-K/A dated February 28, 2020 (through incorporation by reference
in Aytu BioScience Inc.’s Current Report on Form 8-K dated February 14, 2020) have been audited by Hall & Company, an
independent registered public accounting firm, as stated in their reports. Such financial statements have been included in reliance
upon the reports of such firm given upon their authority as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to
the public over the Internet at the SEC’s website at http://www.sec.gov. Our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information
that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed
free of charge through the Internet. These filings will be available as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. We also maintain a website at http://www.aytubio.com, at which
you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished
to, the SEC. The information contained in, or that can be accessed through, our website is not part of this prospectus.
DOCUMENTS
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the documents that we file with the SEC, which means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus. We incorporate by reference into this prospectus the following documents:
|
|
●
|
our
Definitive Proxy Statement on Schedule 14A filed with the SEC on December 23, 2019;
|
|
|
|
|
|
|
●
|
our
Annual Report on Form 10-K for the fiscal year ended June 30, 2019;
|
|
|
|
|
|
|
●
|
our
Current Reports on Form 8-K filed with the SEC on August 2, 2019, September 18, 2019, October
15, 2019, on October 15, 2019
(as amended and filed with the SEC on January
10, 2020), November 4, 2019
(as amended and filed with the SEC on November
4, 2019, November 7, 2019), November
12, 2019, November 26, 2019, December
2, 2019, December 11, 2019, January
15, 2020, January 24, 2020, February 13, 2020, February
14, 2020 and February
21, 2020;
|
|
|
|
|
|
|
●
|
the
description of our Common Stock contained in our Registration Statement on Form 8-A,
as filed with the SEC on October 17, 2017, including any amendment or report filed for
the purpose of updating such description; and
|
|
|
|
|
|
|
●
|
all
documents filed by us with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act (Commission File Number 001-38247) after the date of this prospectus
and before the termination of the offering contemplated hereby.
|
We
also incorporate by reference any future filings (other than information furnished under Items 2.02 or 7.01 of any Current Reports
on Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary)
made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the initial registration
statement and prior to effectiveness of the registration statement, excluding, in each case, information deemed furnished and
not filed.
Any
statement contained in this prospectus, or in a document incorporated or deemed to be incorporated by reference herein, shall
be deemed to be modified or superseded to the extent that a statement contained herein, or in any subsequently filed document
that also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
You
may obtain copies of these documents, at no cost to you, from our website (www.aytubio.com), or by writing or telephoning
us at the following address:
Aytu
BioScience, Inc.
373
Inverness Parkway, Suite 206
Englewood,
CO 80112
Tel:
(720) 437-6580
9,805,845
Shares of Common Stock Issuable upon Conversion of Series G Convertible Preferred Stock
February 28, 2020
AYTU BioPharma (NASDAQ:AYTU)
Historical Stock Chart
From Mar 2024 to Apr 2024
AYTU BioPharma (NASDAQ:AYTU)
Historical Stock Chart
From Apr 2023 to Apr 2024
