Amended Quarterly Report (10-q/a)
May 14 2019 - 8:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
Amendment No. 1
☒
QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the Quarterly Period Ended: December 31, 2018
or
☐
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the transition period from
to
Commission File No. 001-38247
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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(IRS Employer
Identification No.)
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373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
(Address of principal executive offices, including zip
code)
(720) 437-6580
(Registrant’s telephone number, including area
code)
Indicate by 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
☒
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
☒
No
☐
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
accelerated filer
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☐
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Accelerated
filer
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Non-accelerated
filer
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☒
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Smaller
reporting company
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☒
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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 13(a) 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
☒
As of
February 6, 2019, there were 12,390,435 shares of Common Stock
outstanding.
EXPLANATORY NOTE
Aytu
Bioscience, Inc. (the “Company”) is filing this
Amendment No. 1 (this “Amendment”) to its Quarterly
Report on Form 10-Q for the quarter ended December 31, 2018 (the
“Form 10-Q”), originally filed on February 7, 2019.
This Amendment is an exhibit-only filing in connection with the
Company’s withdrawal of its request for confidential
treatment of certain portions of Exhibit 10.2, as originally filed
with the Form 10-Q. This Amendment is being filed solely to re-file
Exhibit 10.2 to use the new procedures for redacting immaterial
information without submitting a request for confidential treatment
based on the SEC’s adoption of certain rule amendments to
modernize and simplify certain disclosure requirements in
Regulation S-K and related rules and forms comments from. In
addition, as required by Rule 12b-15 under the Securities Exchange
Act of 1934, as amended, new certifications by our principal
executive officer and principal financial officer are filed as
exhibits to this Amendment.
This
Amendment is limited in scope to the items identified above and
should be read in conjunction with the Form 10-Q. This Amendment
does not reflect events occurring after the filing of the Form 10-Q
and no revisions are being made to the Company’s financial
statements pursuant to this Amendment. Other than the filing of the
information identified above, this Amendment does not modify or
update the disclosure in the Form 10-Q in any way.
PART II. OTHER
INFORMATION
Exhibit
Number
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Description
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Promissory
Note Issued to Armistice Capital dated November 29, 2018.
(Incorporated by reference to Exhibit 10.1 of the
Registrant’s Current Report on Form 8-K filed December 4,
2018).
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License,
Development, Manufacturing and Supply Agreement dated November 2,
2018 between Aytu BioScience, Inc. and TRIS Pharma,
Inc.*.
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Exchange
Agreement dated February 5, 2019. (Incorporated by reference to
Exhibit 10.3 to the Registrant’s Quarterly Report on Form
10-Q for the Quarter Ended December 31, 2018 filed February 7,
2019.
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Form of
Certificate of Designation of Preferences, Rights and Limitations
of Series E Convertible Preferred Stock. (Incorporated by reference
to Exhibit 10.4 to the Registrant’s Quarterly Report on Form
10-Q for the Quarter Ended December 31, 2018 filed February 7,
2019.
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Form of
Warrant. (Incorporated by reference to Exhibit 10.5 to the
Registrant’s Quarterly Report on Form 10-Q for the Quarter
Ended December 31, 2018 filed February 7, 2019.
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Waiver
of Blocker dated February 5, 2019. (Incorporated by reference to
Exhibit 10.6 to the Registrant’s Quarterly Report on Form
10-Q for the Quarter Ended December 31, 2018 filed February 7,
2019.
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Certificate
of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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Certificate
of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
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Certificate
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002**.
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101
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XBRL
(eXtensible Business Reporting Language). The following materials
from Aytu BioScience, Inc.’s Quarterly Report on Form 10-Q
for the quarter ended December 31, 2018 formatted in XBRL: (i) the
Consolidated Balance Sheet, (ii) the Consolidated Statement of
Operations, (iii) the Consolidated Statement of Stockholders’
Equity (Deficit), (iv) the Consolidated Statement of Cash Flows,
and (v) the Consolidated Notes to the Financial Statements.
(Incorporated by reference to Exhibit 101 to the Registrant’s
Quarterly Report on Form 10-Q for the Quarter Ended December 31,
2018 filed February 7, 2019.
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*
Portions
of this exhibit have been redacted in compliance with Regulation
S-K Item 601(b)(10).
** The
certification attached as Exhibit 32.1 accompanying this
Quarterly Report on Form 10-Q pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, shall not be deemed “filed”
by the Registrant for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended.
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21
SIGNATURES
Pursuant to the
requirements 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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By:
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/s/
Joshua R. Disbrow
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Joshua R. Disbrow
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Chief Executive Officer(principal executive
officer)
Date: May 14, 2019
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By:
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/s/
David A. Green
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David A. Green
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Chief Financial Officer (principal financial and accounting
officer)
Date: May 14, 2019
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