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): February 13, 2020
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, 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:
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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 special meeting of stockholders
for Aytu BioScience, Inc. (the “Company”) was held on
February 13, 2020. Of the 20,733,052 shares outstanding on the
record date for the meeting, a total of 11,896,412 shares were
present or represented at the meeting. The matters voted on as
described in the Company’s definitive proxy statement, as
filed on January 13, 2020, and the results of the votes are as
follows:
1.
The
“Approval of the Merger Proposal” described in the
Company’s definitive proxy statement was approved with
11,682,333 votes in favor, 187,508 votes against and 26,571
abstentions. The number of broker non-votes was
0.
2.
The
“2015 Stock Option and Incentive Plan Proposal”
described in the Company’s definitive proxy statement was
approved with 11,104,234 votes in favor, 411,115 votes against and
381,063 abstentions. The number of broker non-votes was
0.
3.
The
“Virtual Meeting Proposal” described in the
Company’s definitive proxy statement was approved with
11,662,309 votes in favor, 222,803 votes against and 11,300
abstentions. The number of broker non-votes was
0.
4.
The
proposal to approve the adjournment of the Special Meeting, if
necessary, to continue to solicit votes for the Nasdaq Rule 5635(d) Proposal and/or the Authorized
Share Increase Proposal was
approved with 11,531,688 votes in favor, 323,058 votes against and
41,666 abstentions. The number of broker non-votes was
0.
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: February 13,
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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