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):
August
10, 2018
AYTU
BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
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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, Colorado
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in 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 3.03 Material Modification to Rights of Security Holders.
As previously announced in our Current Report on Form 8-K dated
June 27, 2018, at the annual meeting of the stockholders of Aytu BioScience, Inc. (the “
Company
”) the Company’s
stockholders approved an amendment to the Company’s Certificate of Incorporation to effect a reverse split of the Company’s
common stock, par value $0.0001 per share (the “
Common Stock
”) and authorized the Board of Directors (the “
Board
”)
to, at its sole discretion, select a ratio of any whole number up to 1-for-20.
The Board determined to set the reverse stock split ratio at
1-for-20 (the “
Reverse Stock Split
”). The Reverse Stock Split became effective as of 4:30 p.m., Eastern Time
on August 10, 2018 (the “
Effective Time
”), pursuant to a Certificate of Amendment of Certificate of Incorporation
(the “
Certificate of Amendment
”) filed with the Secretary of State of the State of Delaware on August 9, 2018.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. This discussion
is qualified in its entirety by reference to the full text of the Certificate of Amendment.
To reflect the Reverse Stock Split, proportional adjustments
will be made to our outstanding warrants and options.
In connection with the Reverse Stock Split, the CUSIP number
of the Common Stock will be changed to 054754 700. The Common Stock will begin trading on The Nasdaq Capital Market on a split-adjusted
basis on August 13, 2018.
A copy of the press release that we issued on August 10, 2018
regarding the Reverse Stock Split is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
The information set forth in Item 3.03 of this Current Report
on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURE
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: August 10, 2018
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By:
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/s/ David Green
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Name:
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David Green
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Title:
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Chief Financial Officer
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Exhibit 3.1
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Delaware
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Page 1
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The First State
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I,
JEFFREY
W. BULLOCK, SECRETARY
OF
STATE OF THE STATE
OF
DELAWARE,
DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
COPY OF
THE
CERTIFICATE OF AMENDMENT
OF
“AYTU
BIOSCIENCE,
INC.”,
FILED
IN THIS OFFICE ON THE NINTH
DAY
OF
AUGUST,
A.D. 2018, AT 6:22 O’CLOCK P.M.
AND I DO HEREBY FURTHER CERTIFY THAT THE
EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE TENTH DAY OF AUGUST, A.D. 2018 AT 4:30 O’CLOCK P.M.
A
FILED
COPY OF
THIS
CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER
OF
DEEDS.
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/s/ Jeffrey W. Bullock
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Jeffrey W. Bullock, Secretary of Sate
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5759344 8100
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Authentication: 203224205
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SR# 20186105434
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Date: 08-09-18
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You may verify this certificate online at corp.delaware.gov/authver.shtml
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
AYTU BIOSCIENCE, INC.
Aytu
BioScience, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of
the State of Delaware (the
“General Corporation Law”),
DOES HEREBY CERTIFY:
FIRST: The name of the corporation
is Aytu BioScience, Inc. and that this corporation was originally incorporated pursuant to the General Corporation Law on June
3, 2015 under the name Aytu BioScience, Inc.
SECOND: That Article IV, Section 1 of the
Certificate of Incorporation of this corporation is amended by adding the following paragraph:
“Effective as of 4:30 p.m. Eastern Daylight
Time on August 10, 2018 (the
“Effective Time”),
a one-for-twenty reverse stock split of the Corporation’s
common stock shall become effective, pursuant to which each twenty shares of common stock, par value $0.0001 per share, issued
and outstanding or held as treasury shares at the Effective Time (hereinafter called
“Old Common Stock”),
shall
be reclassified and combined into one share of common stock, par value $0.0001 per share (hereinafter called
“Common
Stock”),
automatically and without any action by the holder thereof, subject to the treatment of fractional shares,
and shall represent one share of Common Stock from and after the Effective Time. No fractional shares of Common Stock shall be
issued as a result of such reclassification and combination, rather stockholders who otherwise would be entitled to receive fiuctional
share interests of Common Stock as a result of the reclassification and combination shall be entitled to receive in lieu of such
fractional share interests, upon the Effective Time, one whole share of Common Stock in lieu of such fractional share interests.
As soon as practicable following the Effective Time, the Corporation will notify its stockholders of record as of the Effective
Time to transmit outstanding share certificates to the Corporation’s exchange agent and registrar
(“Exchange Agent”)
and the Corporation will cause the Exchange Agent to issue new certificates or book entries representing one share of common
stock for every twenty shares transmitted and held of record as of the Effective Time. The Corporation’s authorized shares
of Common Stock, each having a par value of $0.0001 per share, shall not be changed.”
THIRD: That said Certificate
of Amendment, which amends the provisions of the corporation’s Certificate of Incorporation, has been duly adopted by the Board
of Directors and stockholders of the corporation in accordance with Section 242 of the General Corporation Law.
IN WITNESS WHEREOF, this
Certificate of Amendment of Certificate of Incorporation has been executed by a duly authorized officer of the corporation on this
9th day of August 2018.
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/s/ Joshua R. Disbrow
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Joshua R. Disbrow, Chief Executive Officer
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State of Delaware
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Secretary of State
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Division of Corporations
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Delivered 06:22 PM 08/09/2018
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FILED 06:22 PM 08/09/2018
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SR 20186105434 - File Number 5759344
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Exhibit 99.1
Aytu BioScience Announces Effectiveness
of 1-for-20 Reverse Stock Split
ENGLEWOOD, CO /ACCESSWIRE/August 10, 2018
/ Aytu BioScience,
Inc. (NASDAQ: AYTU), a specialty pharmaceutical company focused on global commercialization of novel products addressing significant
medical needs, today announced that the company will effect a 1-for-20 reverse split of its issued and outstanding shares of common
stock. The reverse stock split will become effective August 10, 2018 at 4:30 p.m. EDT. Shares of the company’s common stock
will trade on a split-adjusted basis beginning Monday, August 13, 2018.
The reverse stock split is being effected as part of the company’s
plan to regain compliance with the $1.00 minimum bid price continued listing requirement of the NASDAQ Capital Market. The reverse
stock split was approved by the Aytu BioScience stockholders at the company’s annual meeting of stockholders held on June
27, 2018.
The 1-for-20 reverse stock split will automatically convert
twenty shares of Aytu BioScience’s common stock into one new share of common stock. No fractional shares will be issued,
and no cash or other consideration will be paid. Instead, the company will issue one whole share of the post-split common stock
to any stockholder of record who otherwise would have received a fractional share as a result of the reverse stock split. The reverse
stock split will reduce the number of shares of outstanding common stock from approximately 35.9 million shares to approximately
1.8 million shares. As a result of the reverse stock split, proportional adjustments will be made to the company’s outstanding
warrants and options.
Aytu BioScience has retained its transfer agent, V Stock Transfer,
LLC, to act as its exchange agent for the reverse stock split. Stockholders who are holding their shares in electronic form at
their brokerage firms do not have to take any action as the effects of the reverse stock split will automatically be reflected
in their brokerage accounts. Stockholders holding paper certificates representing pre-split holdings can contact V Stock Transfer,
LLC for the procedure to exchange existing stock certificates for new stock certificates or book-entry shares. Certificates representing
pre-split holdings will be deemed to represent the stockholder’s past split holdings until the stockholder presents the certificate
to the transfer agent.
About Aytu BioScience, Inc.
Aytu BioScience is a commercial-stage specialty pharmaceutical
company focused on global commercialization of novel products addressing significant medical needs. The company currently markets
Natesto®, the only FDA-approved nasal formulation of testosterone for men with hypogonadism (low testosterone, or “Low
T”). Additionally, Aytu is developing MiOXSYS®, a novel, rapid semen analysis system with the potential to become a standard
of care for the diagnosis and management of male infertility caused by oxidative stress. MiOXSYS is commercialized outside of the
U.S. where it is a CE Marked, Health Canada cleared, Australian TGA approved, Mexican COFEPRAS approved product, and Aytu is planning
U.S.-based clinical trials in pursuit of 510k de novo medical device clearance by the FDA. Aytu recently acquired exclusive U.S.
and Canadian rights to ZolpiMist™, an FDA-approved, commercial-stage prescription sleep aid indicated for the short-term
treatment of insomnia characterized by difficulties with sleep initiation. Aytu’s strategy is to continue building its portfolio
of revenue-generating products, leveraging its focused commercial team and expertise to build leading brands within large, growing
markets. For more information visit aytubio.com.
Forward-Looking Statements
Statements contained herein that are not based upon current
or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements reflect the
company's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties.
When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan,"
"target", "intend" and "expect" and similar expressions, as they relate to Aytu BioScience, Inc.,
its subsidiaries, or its management, are intended to identify such forward-looking statements. These forward-looking statements
are based on information currently available to the company and are subject to a number of risks, uncertainties, and other factors
that could cause the company's actual results, performance, prospects, and opportunities to differ materially from those expressed
in, or implied by, these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary
statement and our SEC filings. Please see the risks and uncertainties detailed in the “Forward-Looking Statements”
and “Risk Factors” sections of our Annual Report on Form 10-K for the year ended June 30, 2017, and in other documents
and reports we file from time to time with the SEC.
For Investors & Media
:
James Carbonara
Hayden IR
(646) 755-7412
james@haydenir.com
V Stock Transfer, LLC
18 Lafayette Place
Woodmere, NY 11598
(212) 828-8436
info@vstocktransfer.com
Source
: Aytu BioScience, Inc.