Amended Annual Report (10-k/a)
October 19 2017 - 4:12PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 10-K/A
(Amendment
No. 2)
(Mark One)
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the fiscal year ended June 30, 2017
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¨
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Commission
File Number 333-146542
AYTU
BIOSCIENCE, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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47-0883144
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
Number)
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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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(720) 437-6580
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act
Common
Stock, par value $.0001 per share
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
¨
No
x
Indicate by check mark if the
Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes
¨
No
x
Indicate by a check mark whether
the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports)
and (2) has been subject to such filing requirements for the past 90 days. Yes
x
No
¨
Indicate by check mark whether
the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files). Yes
x
No
¨
Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K
¨
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do
not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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¨
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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 13a) of the Exchange Act.
¨
Indicate by check mark whether
the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
¨
No
x
The aggregate
market value of common stock held by non-affiliates of the Registrant as of December 31, 2016 was $10.5 million based on
the closing price of $24.00 as of that date.
Indicate the number of shares
outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date:
As of August
15, 2017, there are 4,021,822 shares of common stock outstanding and 2,250 shares of Series A preferred stock outstanding.
EXPLANATORY NOTE
This Amendment No.
2 to Form 10-K (this “Amendment”) amends Part IV of the Annual Report on Form 10-K for the fiscal year ended June 30,
2017 of Aytu BioScience, Inc., as originally filed with the Securities and Exchange Commission (“SEC”) on August 31,
2017 and amended on October 12, 2017 (the “Original Form 10-K”). This Amendment attaches Exhibit 10.25 which is subject
to a request for confidential treatment. Certain portions of the attached Exhibit 10.25 that were previously redacted are being
disclosed in this Amendment.
Pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as amended, this Amendment also contains current dated certifications from the Principal
Executive Officer and the Principal Financial Officer.
Except as described
above, no other changes have been made to the Original Form 10-K. This Amendment does not otherwise update information in the
Original Form 10-K to reflect facts or events occurring subsequent to the filing date of the Original Form 10-K. This Amendment
should be read in conjunction with the Original Form 10-K and with any of our filings made with the SEC subsequent to filing of
the Original Form 10-K.
TABLE OF CONTENTS
This Annual
Report on Form 10-K refers to trademarks, such as Aytu, Natesto, ProstaScint, Primsol, MiOXSYS, RedoxSYS, and Fiera which are
protected under applicable intellectual property laws and are our property or the property of our subsidiaries. This Form 10-K
also contains trademarks, service marks, copyrights and trade names of other companies which are the property of their respective
owners. Solely for convenience, our trademarks and tradenames referred to in this Form 10-K may appear without the
®
or ™ symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest
extent under applicable law, our rights to these trademarks and tradenames.
Unless
otherwise indicated or unless the context otherwise requires, references in this Form 10-K to the “Company,” “Aytu,”
“we,” “us,” or “our” are to Aytu BioScience, Inc.
PART IV
Item
15.
Exhibits and Consolidated Financial Statement Schedules
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(a)(1)
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Financial Statements
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The following documents
are filed as part of this Form 10-K, as set forth on the Index to Financial Statements found on page F-1.
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•
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Report of Independent Registered
Public Accounting Firm
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•
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Consolidated Balance Sheets
as of June 30, 2017 and 2016
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•
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Consolidated Statements
of Operations for the years ended June 30, 2017 and 2016
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•
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Consolidated Statements
of Stockholders’ Equity (Deficit) for the years ended June 30, 2017 and 2016
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•
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Consolidated Statements
of Cash Flows for the years ended June 30, 2017 and 2016
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•
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Consolidated Notes to the
Financial Statements
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(a)(2)
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Financial Statement
Schedules
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Not Applicable.
Exhibit No.
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Description
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Registrant’s
Form
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Date
Filed
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Exhibit
Number
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Filed
Herewith
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3.1
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Certificate
of Incorporation
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8-K
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6/09/15
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3.1
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3.2
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Certificate
of Amendment of Certificate of Incorporation effective June 1, 2016
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8-K
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6/02/16
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3.1
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3.3
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Certificate
of Amendment of Certificate of Incorporation, effective June 30, 2016
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8-K
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7/01/16
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3.1
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3.4
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Certificate
of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, filed on August 11, 2017.
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8-K
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8/16/17
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3.1
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3.5
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Certificate
of Amendment of Certificate of Incorporation, effective August 25, 2017
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8-K
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8/29/17
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3.1
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3.6
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Bylaws
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8-K
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6/09/15
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3.2
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4.2
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Form
of Placement Agent Warrant issued in 2015 Convertible Note Financing
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8-K
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7/24/15
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4.2
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4.3
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Warrant
Agent Agreement, dated May 6, 2016 by and between Aytu BioScience, Inc. and VStock Transfer, LLC.
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8-K
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5/6/16
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4.1
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4.4
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First
Amendment to May 6, 2016 Warrant Agent Agreement between Aytu BioScience, Inc. and VStock Transfer LLC.
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S-1
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9/21/16
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4.5
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4.5
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Warrant
Agent Agreement, dated November 2, 2016 by and between Aytu BioScience, Inc. and VStock Transfer, LLC.
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8-K
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11/2/16
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4.1
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4.6
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Form
of Amended and Restated Underwriters’ Warrant (May 2016 Financing)
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8-K
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3/1/17
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4.1
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4.7
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Form
of Amended and Restated Underwriters’ Warrant (October 2016 Financing)
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8-K
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3/1/17
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4.2
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4.8
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Form
of Common Stock Purchase Warrant issued on August 15, 2017.
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8-K
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8/16/17
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4.1
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10.1†
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Form
of Indemnification Agreement, to be entered into between the Registrant and its directors and officers
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8-K
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4/22/15
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10.1
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10.2#
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Asset
Purchase Agreement between the Registrant (as assigned to it by Ampio/Vyrix) and Valeant International (Barbados) SRL, effective
as of December 2, 2011
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8-K/A
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6/08/15
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10.4
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10.3#
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Manufacturing
and Supply Agreement between the Registrant (as assigned to it by Ampio/Vyrix) and Ethypharm S.A., dated September 10, 2012
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8-K/A
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6/08/15
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10.5
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10.4
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License,
Development and Commercialization Agreement between the Registrant (as assigned to it by Ampio/Vyrix) and Daewoong Pharmaceuticals
Co., Ltd., effective as of August 23, 2011 (incorporated by reference to Exhibit 10.1 of Ampio Pharmaceutical’s Form
8-K/A filed October 5, 2011;
File No. 001-25182)
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10.5#
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Distribution
Agreement between the Registrant (as assigned to it by Ampio/Vyrix) and FBM Industria Farmaceutica, Ltda., dated as of
March 1, 2012
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8-K/A
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6/08/15
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10.7
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10.6#
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Distribution
and License Agreement between the Registrant (as assigned to it by Ampio/Vyrix) and Endo Ventures Limited, dated April 9,
2014
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8-K/A
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6/08/15
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10.8
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10.7#
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Sponsored
Research Agreement between the Registrant (as assigned to it by Ampio/Luoxis) and Trauma Research LLC, dated September 1,
2009
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8-K/A
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6/08/15
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10.9
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10.8#
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Addendum
No. 4 to Sponsored Research Agreement between the Registrant (as assigned to it by Ampio/Luoxis) and Trauma Research LLC,
dated March 17, 2014
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8-K
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5/27/15
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10.14
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10.9
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Promissory
Note issued by Ampio to the Registrant on April 16, 2015
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8-K
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4/22/15
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10.11
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10.10
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Subscription
Agreement between the Registrant and Ampio, dated April 16, 2015
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8-K
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4/22/15
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10.12
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10.11
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Voting
Agreement between the Registrant and Ampio, dated April 21, 2015 (incorporated by reference to Exhibit 10.1 to Ampio’s
Form 8-K filed April 22, 2015; File No. 001-35182)
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10.12
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Asset
Purchase Agreement between Jazz Pharmaceuticals, Inc. and Rosewind Corporation, dated May 20, 2015
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8-K
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5/27/15
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10.14
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10.13
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Form
of Note Purchase Agreement for 2015 Convertible Note Financing
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8-K
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7/24/15
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10.1
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Exhibit No.
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Description
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Registrant’s
Form
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Date
Filed
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Exhibit
Number
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Filed
Herewith
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10.14
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Asset
Purchase Agreement, dated October 5, 2015, between Aytu BioScience, Inc. and FSC Laboratories, Inc.
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8-K
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10/07/15
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10.18
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10.15
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Master
Services Agreement between Biovest International, Inc. and Aytu BioScience, Inc., entered into on October 8, 2015, and effective
October 5, 2015
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8-K
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10/13/15
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10.19
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10.16
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Form
of Subscription Agreement for January 2016 common stock purchases
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8-K
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1/20/16
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10.1
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10.17
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License
and Supply Agreement between the Registrant and Acerus Pharmaceuticals Corporation, dated April 22, 2016
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8-K
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4/25/16
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10.1
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10.18
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Subscription
Agreement between the Registrant and Acerus Pharmaceuticals Corporation, dated April 22, 2016
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8-K
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4/25/16
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10.2
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10.19
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First
Amendment, dated May 15, 2016, to Employment Agreement dated September 16, 2015 between Aytu BioScience, Inc. and Jonathan
McGrael
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8-K
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5/16/16
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10.1
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10.20
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Purchase
Agreement, dated July 27, 2016, by and between Aytu BioScience, Inc. and Lincoln Park Capital Fund, LLC.
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8-K
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7/28/16
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10.1
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10.21
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Registration
Rights Agreement dated July 27, 2016, by and between Aytu BioScience, Inc. and Lincoln Park Capital Fund, LLC.
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8-K
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7/28/16
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10.2
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10.22†
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Employment
Agreement, effective as of April 16, 2017, between Aytu BioScience, Inc. and Joshua R. Disbrow.
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8-K
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4/18/17
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10.1
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10.23†
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Employment
Agreement, effective as of April 16, 2017, between Aytu BioScience, Inc. and Jarrett T. Disbrow.
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8-K
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4/18/17
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10.2
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10.24
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Asset
Purchase Agreement, dated March 31, 2017, between Allegis Holdings, LLC and Aytu BioScience, Inc.
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10-Q
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5/11/17
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10.1
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10.25^
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Merger Agreement, dated May 3, 2017, between Nuelle, Inc. and Aytu BioScience, Inc.
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X
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10.26†
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Employment
Agreement, effective as of June, 2017, between Aytu BioScience, Inc. and Gregory A. Gould.
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8-K
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6/19/17
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10.1
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10.27†
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2015
Stock Option and Incentive Plan, as amended on July 26, 2017.
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8-K
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7/27/17
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10.1
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10.28
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Securities
Purchase Agreement, dated August 11, 2017, between Aytu BioScience, Inc. and the investors named therein.
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8-K
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8/16/17
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10.1
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10.29
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Registration
Rights Agreement, dated August 11, 2017, between Aytu BioScience, Inc. and the investors named therein.
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8-K
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8/16/17
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10.2
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23.1
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Consent
of EKS&H LLLP, Independent Registered Public Accounting Firm.
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10-K
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8/31/17
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23.1
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31.1
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Certificate
of the Chief Executive Officer of Aytu BioScience, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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31.2
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Certificate
of the Chief Financial Officer of Aytu BioScience, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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X
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32.1
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Certificate
of the Chief Executive Officer and the Chief Financial Officer of Aytu BioScience, Inc. pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
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X
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101
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XBRL (extensible Business Reporting Language). The following materials from
Aytu BioScience, Inc.’s Annual Report on Form 10-K for the year ended June 30, 2017 formatted in XBRL: (i) the Balance
Sheets, (ii) the Statements of Operations, (iii) the Statements of Stockholders’ Equity (Deficit), (iv) the Statements
of Cash Flows, and (v) the Notes to the Financial Statements.
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10-K
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8/31/17
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101
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†
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Indicates is a management contract
or compensatory plan or arrangement.
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#
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The company has received confidential treatment
of certain portions of this agreement. These portions have been omitted and filed separately with the Securities and Exchange
Commission pursuant to a confidential treatment request.
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^
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Confidential treatment has been requested with
respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
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SIGNATURES
Pursuant to the requirements of
Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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AYTU BIOSCIENCE, INC.
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Date: October 19, 2017
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By:
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/s/ Joshua R. Disbrow
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Joshua R. Disbrow
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Chairman and Chief Executive Officer
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(Principal Executive Officer)
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Pursuant to the requirements of
the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in
the capacities indicated, on October 19, 2017.
Signature
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Title
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/s/ Joshua R. Disbrow
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Chairman and Chief Executive Officer
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Joshua R. Disbrow
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(Principal Executive Officer)
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/s/ Gregory A. Gould
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Chief Financial Officer
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Gregory A. Gould
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(Principal Financial and Accounting Officer)
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/s/ Michael Macaluso
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Michael Macaluso
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Director
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/s/ Carl Dockery
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Carl Dockery
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Director
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/s/ John Donofrio
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Director
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John Donofrio
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/s/ Gary Cantrell
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Director
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Gary Cantrell
|
|
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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