AYTU BIOSCIENCE, INC (Form: 8-K, Received: 04/24/2020 08:06:29)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2020

AYTU BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38247		47-0883144
(State or other jurisdictionof incorporation)		(Commission File Number)		(IRS Employer Identification No.)

373 Inverness Parkway, Suite 206

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (720) 437-6580

(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 5.07 Submission of Matters to a Vote of Security Holders.

The 2020 annual meeting of stockholders for Aytu BioScience, Inc. was held on April 23, 2020. Of the 27,828,312 shares outstanding on the record date for the meeting, a total of 21,331,054 shares were present or represented at the meeting. The matters voted on and the results of the votes are as follows:

Our stockholders elected seven members to our board of directors as follows:

Members	Number of Votes Cast For	Number of Votes Cast Against	Number of Votes Withheld	Number of Broker Non-Votes
Joshua R. Disbrow	9,994,140	0	252,982	11,083,932

Gary V. Cantrell	9,975,259	0	271,863	11,083,932

Carl C. Dockery	10,005,704	0	241,418	11,083,932

John A. Donofrio, Jr.	10,014,862	0	232,260	11,083,932

Michael E. Macaluso	9,974,283	0	272,839	11,083,932

Ketan B. Mehta	9,960,342	0	286,780	11,083,932

Steve Boyd	9,953,921	0	293,201	11,083,932

The ratification of the appointment of Plante & Moran, PLLC as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2020 was approved with 20,902,123 votes in favor, 321,124 votes against and 107,807 abstentions.

The “Say-on-Pay Proposal” as described in the Company’s definitive proxy statement (the “Proxy Statement”) was approved with 9,659,647 votes in favor, 522,379 votes against and 65,096 abstentions. There were 11,083,932 broker non-votes.

The “Reverse Split Proposal” as described in the Proxy Statement was approved with 17,044,545 votes in favor, 4,259,560 votes against and 26,949 abstentions. Although the Reverse Split Proposal passed, the Company’s board of directors has decided against effecting the reverse split at this time but reserves the right to do so in the future if necessary.

The proposal to approve the adjournment of the Annual Meeting, if necessary, to continue to solicit votes for the Reverse Split Proposal was approved with 17,228,518 votes in favor, 3,508,106 votes against and 594,430 abstentions.

Item 7.01 Regulation FD Disclosure.

On April 24, 2020, the Company issued a press release announcing the results of the Company’s annual meeting. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

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
99.1		Press Release dated April 24, 2020

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:	April 24, 2020	By:	/s/ Joshua R. Disbrow
			Joshua R. Disbrow
			Chief Executive Officer

Aytu BioScience Announces Results from Annual Stockholders Meeting

Company’s Board of Directors Elects Not to Effect a Reverse Stock Split

ENGLEWOOD, CO / ACCESSWIRE / April 24, 2020 / Aytu BioScience, Inc. (NASDAQ: AYTU) (the “Company”), a specialty pharmaceutical company focused on commercializing novel products that address significant patient needs, is pleased to report the results of the Company’s 2020 Annual Meeting.

Stockholders yesterday elected Joshua Disbrow, Steven Boyd, Gary Cantrell, Carl Dockery, John Donofrio, Jr, Michael Macaluso, and Ketan Mehta to the Company’s Board of Directors for one-year terms.

Stockholders approved an advisory vote on executive compensation, ratified the appointment of Plante & Moran, PLLC as the Company’s independent auditor for 2020, and approved the Company’s Board of Directors to authorize a reverse split of the Company’s common stock.

The Board of Directors has elected not to effect a reverse stock split at this time. This decision is due to the fact that the Company has regained compliance with Nasdaq Rule 4310(c)(8)(E) requiring a $1.00 closing bid price for the Company’s common stock. Further it is the board’s belief that effecting a reverse split would not be in the best interest of the Company’s shareholders at this time.

The final voting results on all agenda items are available in a Form 8-K that has been filed with the Securities and Exchange Commission. All Company financial filings can be found on the Company’s website aytubio.com under the Investors section – SEC Filings.

About Aytu BioScience, Inc.

Aytu BioScience, Inc. is a commercial-stage specialty pharmaceutical company focused on commercializing novel products that address significant patient needs. The Company currently markets a portfolio of prescription products addressing large primary care and pediatric markets. The primary care portfolio includes (i) Natesto®, the only FDA-approved nasal formulation of testosterone for men with hypogonadism (low testosterone, or "Low T"), (ii) ZolpiMist™, the only FDA-approved oral spray prescription sleep aid, and (iii) Tuzistra® XR, the only FDA-approved 12-hour codeine-based antitussive syrup. The pediatric portfolio includes (i) AcipHex® Sprinkle™, a granule formulation of rabeprazole sodium, a commonly prescribed proton pump inhibitor; (ii) Cefaclor, a second-generation cephalosporin antibiotic suspension; (iii) Karbinal® ER, an extended-release carbinoxamine (antihistamine) suspension indicated to treat numerous allergic conditions; and (iv) Poly-Vi-Flor® and Tri-Vi-Flor®, two complementary prescription fluoride-based supplement product lines containing combinations of fluoride and vitamins in various for infants and children with fluoride deficiency. Aytu recently acquired U.S. distribution rights to two COVID-19 IgG/IgM rapid tests. These coronavirus tests are solid phase immunochromatographic assays used in the rapid, qualitative and differential detection of IgG and IgM antibodies to the 2019 Novel Coronavirus in human whole blood, serum or plasma.

Aytu recently acquired Innovus Pharmaceuticals, a specialty pharmaceutical company commercializing, licensing and developing safe and effective consumer healthcare products designed to improve men's and women's health and vitality. Innovus commercializes over thirty-five consumer health products competing in large healthcare categories including diabetes, men's health, sexual wellness and respiratory health. The Innovus product portfolio is commercialized through direct-to-consumer marketing channels utilizing the Company's proprietary Beyond Human® marketing and sales platform.

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 and visit innovuspharma.com to learn about the Company's consumer healthcare products.

Forward-Looking Statement

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: our ability maintain a share price of $1.00 or higher and not effect a reverse stock split in the future, to successfully commercialize Healight Platform Technology, our ability to obtain FDA approval for the Healight Platform Technology, the effectiveness of the Healight Platform Technology in treating patients with COVID-19 or other illnesses, our ability to adequately protect the intellectual property associated with the Healight Platform Technology, regulatory delays, the reliability of the Healight Platform Technology in killing viruses and bacteria, market acceptance of UV based medical devices, risks associated with the our COVID-19 rapid tests including our ability to enforce the exclusivity provisions of the distribution agreements, the reliability of serological testing in detecting COVID-19, shipping delays and their impact on our ability to introduce the COVID-19 rapid tests, the ability of the COVID-19 rapid tests to accurately and reliably test for COVID-19, the manufacturers of the COVID-19 rapid tests’ ability to manufacture such testing kits on a high volume scale, manufacturing problems or delays related to the COVID-19 Rapid Test, our ability to satisfy any labelling conditions or other FDA or other regulatory conditions to sell the COVID-19 rapid test kits, the demand or lack thereof for the COVID-19 rapid test kits, our ability to obtain additional COVID-19 rapid tests to meet demand, our ability to secure additional tests if the manufactures of the COVID-19 rapid tests are unable to meet demand, the effects of the business combination of Aytu and the Commercial Portfolio and the recently completed 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, risks relating to gaining market acceptance of our products, obtaining or maintaining reimbursement by third-party payors for our prescription products, 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.

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