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): November 5, 2019
 
AYTU BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38247
47-0883144
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
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
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
 
AYTU
 
The NASDAQ Stock Market LLC
 
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
 
The Company’s common stock is listed on The Nasdaq Capital Market. In order to maintain compliance with Nasdaq listing standards, the Company must, amongst other requirements, maintain a stockholders’ equity balance of at least $2.5 million pursuant to Nasdaq Listing Rule 5550(b). In that regard, the Company has been in the process of closing its financial records in advance of the filing of the Form 10-Q for three months ended September 30, 2019. On November 1, 2019, the Company became aware that as of September 30, 2019, the Company’s stockholders’ equity fell below the $2.5 million threshold. However, as of October 13, 2019, the deficiency was remediated as a result of the Company completing an offering, raising approximately $9.3 million in equity financing. The Company’s stockholders’ equity balance was further increased on November 1, 2019 as the Company issued equity securities in closing the acquisition of a portfolio of commercial pediatric pharmaceutical assets and related workforce from Cerecor, Inc., in which the Company issued approximately 9.8 million shares of Series G Convertible Preferred Stock worth an initial estimate of approximately $5.6 million. Accordingly, the Company’s stockholders’ equity balance exceeds the minimum $2.5 million threshold and therefore the Company is currently in compliance with all applicable Nasdaq Listing Requirements.
 
The Company proactively contacted the Nasdaq Capital Markets on November 5, 2019 to disclose and discuss non-compliance with Rule 5550(b) as of September 30, 2019 and the subsequent remediation. In addition, the Company proposed disclosures to be included in our Form 10-Q for the three months ended September 30, 2019 to mitigate any need to address the matter subsequent to the filing of the Company’s Form 10-Q.
 
Item 8.01 Other Events
 
On November 11, 2019, the Company issued a press release announcing that Mr. Matthew Phillips has joined the Company as its Executive Vice President of Commercial Operations, effective November 8, 2019. Mr. Phillips will lead the Company’s commercial operations, inclusive of sales, national accounts, trade management, specialty distribution, supply chain and commercial logistics. Mr. Phillips has extensive experience at numerous healthcare companies including serving as Chief Commercial Officer at Cerecor, Inc. and prior to that, as President and Chief Operating Officer at Zylera Pharmaceuticals, Inc. He will report to Josh Disbrow, the Company’s Chairman and Chief Executive Officer.
 
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
 
Description
 
Press Release dated November 11, 2019

 
2
 
 
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.
 
 
 
AYTU BIOSCIENCE, INC.
 
 
 
 
 
Date: November 12, 2019  
By:  
/s/ Joshua R. Disbrow  
 
 
 
Joshua R. Disbrow
 
 
 
Chief Executive Officer
 
 

 
 
 
 
                                                                                 

 
3
 
 
Exhibit 99.1
 
Aytu BioScience Announces Hiring of Matthew Phillips as Executive Vice President of Commercial Operations
 
ENGLEWOOD, CO / ACCESSWIRE / November 11, 2019 / Aytu BioScience, Inc. (NASDAQ: AYTU), a specialty pharmaceutical company focused on global commercialization of novel products addressing significant medical needs, today announced the hiring of Matthew Phillips as the company’s Executive Vice President of Commercial Operations. Mr. Phillips’ hiring became effective November 8, 2019 following the recently announced acquisition of a portfolio of six prescription products from Cerecor, Inc. (the “Commercial Portfolio”) and the accompanying commercial team supporting the products’ growth. Mr. Phillips was responsible for leading the growth of the Commercial Portfolio as the Chief Commercial Officer at Cerecor, Inc. and its predecessor company Zylera Pharmaceuticals.
 
In his role as Executive Vice President, Mr. Phillips will lead Aytu BioScience’s commercial operations, inclusive of sales, national accounts, trade management, specialty distribution, supply chain and commercial logistics. He will report to Josh Disbrow, Aytu’s Chairman and Chief Executive Officer.
 
Josh Disbrow commented, “I’m very pleased to welcome Matt to the leadership team at Aytu BioScience. As we expand the product portfolio and operationalize the newly expanded commercial team, Matt’s continuing leadership in this important role will enable us to build on the sales momentum he and his team have generated at Cerecor while also building on the growth the Aytu products. Matt is a highly-respected, seasoned pharmaceutical executive with great breadth of experience across all aspects of commercial operations, and he is the ideal commercial leader for Aytu during this time of rapid growth.”
 
Matthew V. Phillips is business leader and commercial executive who has held progressive leadership positions at numerous healthcare companies over his twenty-five-plus year career. Most recently, Matt served as the Chief Commercial Officer of Cerecor, Inc. (NASDAQ: CERC), where he led all aspects of commercial operations and built a profitable pediatric commercial business unit. In Matt’s leadership role at Cerecor, he reported to the Chief Executive Officer and Board of Directors and had responsibilities beyond leading the commercial team. These responsibilities included business development, collaboration with research and development, leading product and company acquisition processes, and leading market development in preparation for the commercialization of multiple orphan drug candidates.
 
Prior to Cerecor, Matt was the President and Chief Operating Officer of Zylera Pharmaceuticals, which was acquired by Cerecor in 2017. Matt ran all aspects of commercial operations at Zylera and built a high-performing, entrepreneurial commercial organization that experienced rapid growth during his tenure. Previous to joining Zylera, Matt served as Executive Director of Managed Markets and Corporate Accounts at Victory Pharmaceuticals, where he developed and oversaw all aspects of reimbursement, distribution, and government accounts.
 
Earlier in his pharmaceutical career, Matt was an integral member of the management teams at Dura Pharmaceuticals and Eisai, Inc. Matt began his career in the home health care industry where he held progressive positions in sales and sales management.
 
Matt earned his bachelor’s degree in Business from Central Michigan University, completed the University of Michigan Executive Education Leadership Development Program and currently maintains an appointed position on the North Carolina Board of Science, Technology and Innovation.
 
 
 
 
 
About Aytu BioScience, Inc.
 
Aytu BioScience is a commercial-stage specialty pharmaceutical company focused on commercializing novel products that address significant patient needs. The company currently markets Natesto®, the only FDA-approved nasal formulation of testosterone for men with hypogonadism (low testosterone, or "Low T"). Aytu also has 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 is the exclusive U.S. licensee with commercial rights to Tuzistra® XR, the only FDA-approved 12-hour codeine-based antitussive syrup. Tuzistra XR is a prescription antitussive consisting of codeine polistirex and chlorpheniramine polistirex in an extended-release oral suspension. 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'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 therapeutic markets. For more information visit aytubio.com.
  
Forward-Looking Statements
 
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. All statements other than statements of historical facts contained in this presentation, are forward-looking statements. Forward-looking statements are generally written in the future tense and/or are preceded by words such as ''may,'' ''will,'' ''should,'' ''forecast,'' ''could,'' ''expect,'' ''suggest,'' ''believe,'' ''estimate,'' ''continue,'' ''anticipate,'' ''intend,'' ''plan,'' or similar words, or the negatives of such terms or other variations on such terms or comparable terminology. These statements are just predictions and are subject to risks and uncertainties that could cause the actual events or results to differ materially. These risks and uncertainties include, among others: the effects of the business combination of Aytu and the Commercial Portfolio and the previously announced, but not yet consummated, merger ("Merger") with Innovus Pharmaceuticals, including the combined company's future financial condition, results of operations, strategy and plans, the ability of the combined company to realize anticipated synergies in the timeframe expected or at all, changes in capital markets and the ability of the combined company to finance operations in the manner expected, the diversion of management time on Merger-related issues and integration of the Commercial Portfolio, the ultimate timing, outcome and results of integrating the operations the Commercial Portfolio and Innovus with Aytu's existing operations, the failure to obtain the required votes of Innovus' shareholders or Aytu's shareholders to approve the Merger and related matters, the risk that a condition to closing of the Merger may not be satisfied, that either party may terminate the merger agreement or that the closing of the Merger might be delayed or not occur at all, the price per share utilized in the formula for the initial $8 million merger consideration in the Merger may not be reflective of the current market price of Aytu's common stock on the closing date, potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Merger, risks relating to gaining market acceptance of our products, obtaining or maintaining reimbursement by third-party payors, the potential future commercialization of our product candidates, the anticipated start dates, durations and completion dates, as well as the potential future results, of our ongoing and future clinical trials, the anticipated designs of our future clinical trials, anticipated future regulatory submissions and events, our anticipated future cash position and future events under our current and potential future collaboration. We also refer you to the risks described in ''Risk Factors'' in Part I, Item 1A of the company's Annual Report on Form 10-K and in the other reports and documents we file with the Securities and Exchange Commission from time to time.
 
Contact for Investors:
 
James Carbonara
Hayden IR
(646) 755-7412
james@haydenir.com
 
SOURCE: Aytu BioScience, Inc.