Current Report Filing (8-k)
April 24 2020 - 8:06AM
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): April 23, 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
jurisdictionof 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:
☐
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
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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 5.07 Submission of Matters to a Vote of Security
Holders.
The
2020 annual meeting of stockholders for Aytu BioScience, Inc. was
held on April 23, 2020. Of the 27,828,312 shares outstanding on the
record date for the meeting, a total of 21,331,054 shares were
present or represented at the meeting. The matters voted on
and the results of the votes are as follows:
1.
Our stockholders
elected seven members to our board of directors as
follows:
Members
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Number of Votes
Cast Against
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Number of Broker
Non-Votes
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Joshua R.
Disbrow
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9,994,140
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0
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252,982
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11,083,932
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Gary V.
Cantrell
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9,975,259
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0
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271,863
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11,083,932
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Carl C.
Dockery
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10,005,704
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0
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241,418
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11,083,932
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John A. Donofrio,
Jr.
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10,014,862
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0
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232,260
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11,083,932
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Michael E.
Macaluso
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9,974,283
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0
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272,839
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11,083,932
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Ketan B.
Mehta
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9,960,342
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0
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286,780
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11,083,932
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Steve
Boyd
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9,953,921
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0
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293,201
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11,083,932
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2.
The ratification of
the appointment of Plante & Moran, PLLC as the Company's
independent registered public accounting firm for the fiscal year
ending June 30, 2020 was approved with 20,902,123 votes in favor,
321,124 votes against and 107,807 abstentions.
3.
The
“Say-on-Pay Proposal” as described in the
Company’s definitive proxy statement (the “Proxy
Statement”) was approved with 9,659,647 votes in favor,
522,379 votes against and 65,096 abstentions. There were 11,083,932
broker non-votes.
4.
The “Reverse
Split Proposal” as described in the Proxy Statement was
approved with 17,044,545 votes in favor, 4,259,560 votes against
and 26,949 abstentions. Although the Reverse Split Proposal passed,
the Company’s board of directors has decided against
effecting the reverse split at this time but reserves the right to
do so in the future if necessary.
5.
The proposal to
approve the adjournment of the Annual Meeting, if necessary, to
continue to solicit votes for the Reverse Split Proposal was
approved with 17,228,518 votes in favor, 3,508,106 votes against
and 594,430 abstentions.
Item
7.01 Regulation
FD Disclosure.
On
April 24, 2020, the Company issued a press release announcing the
results of the Company’s annual meeting. A copy of the press
release is attached as Exhibit 99.1 and incorporated herein by
reference.
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.
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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Press
Release dated April 24, 2020
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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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April
24, 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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