Current Report Filing (8-k)
March 13 2020 - 4:11PM
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): March 12, 2020
AYTU
BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
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,
CO 80112
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (720) 437-6580
N/A
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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.
On
March 12, 2020, Aytu BioScience, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to
sell and issue, in a registered direct offering, an aggregate of (i) 16,000,000 shares of the Company’s common stock (the
“Common Stock”) at a purchase price per share of $1.25 (the “Shares”) and (ii) warrants to purchase up
to 16,000,000 shares of Common Stock (the “Warrants”) at an exercise price of $1.25 per share, for aggregate gross
proceeds to the Company of $20.0 million, before deducting placement agent fees and other offering expenses payable by the Company
(the “Registered Offering”). The Warrants are exercisable immediately upon issuance and have a term of one year from
the issuance date. The Shares and Warrants are being offered by the Company pursuant to an effective shelf registration statement
on Form S-3, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2017,
as amended, and was declared effective on December 1, 2017 (File No. 333-221735) (the “Registration Statement”) and
a prospectus supplement thereunder. The Registered Offering closed on March 13, 2020.
Pursuant to a letter agreement dated as of
January 3, 2020, as amended, the Company engaged H.C. Wainwright & Co., LLC (“Wainwright”) to act as its exclusive
placement agent in connection with the Registered Offering. The Company has agreed to pay Wainwright 7.5% of the aggregate gross
proceeds in the Registered Offering, excluding the proceeds, if any, from the exercise of the Warrants. The Company also agreed
to pay Wainwright a management fee of 1.0% of the aggregate gross proceeds in the Registered Offering and to pay Wainwright certain
non-accountable expenses of $90,000 and a clearing fee of $12,900. In addition, the Company also agreed to issue to the placement
agent (or its designees) warrants to purchase up to 1,040,000 shares of common stock (the “Placement Agent Warrants”)
as part of the compensation payable to it. The Placement Agent Warrants will be substantially on the same terms as the Warrants,
except that the Placement Agent Warrants will have an exercise price of $1.5625 per share.
The
foregoing descriptions of the Purchase Agreement, the Warrants and the Placement Agent Warrants are not complete and are qualified
in their entireties by reference to the full text of the Purchase Agreement, the Warrants and the Placement Agent Warrants, copies
of which are filed herewith as Exhibit 10.1, Exhibit 4.1, Exhibit 4.2, respectively, to this Current Report on Form 8-K and are
incorporated by reference herein. On March 12, 2020, the Company also issued a press release announcing the Registered Offering.
A copy of the press release is attached as Exhibit 99.1 hereto.
A copy of the legal opinion of Dorsey &
Whitney LLP relating to the Shares, the Warrants, the Placement Agent Warrants and the shares of common stock underlying the Warrants
and the Placement Agent Warrants is attached as Exhibit 5.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d)
The following exhibit is being filed herewith:
*
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In
accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall
not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
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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 hereunto duly authorized.
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AYTU
BIOSCIENCE, INC.
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Date:
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March
13, 2020
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By:
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/s/
Joshua R. Disbrow
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Joshua
R. Disbrow
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Chief
Executive Officer
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2
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