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):
December
8, 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) 437-580
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
3.03 - Material Modification to Rights of Security
Holders
Aytu
BioScience, Inc. (“the Company” or “Aytu”)
Board of Directors approved a 1-for-10 reverse stock split of the
Company's common stock, which will be effective at 8:00 a.m.
Eastern Time on Tuesday, December 8, 2020. The Company's
stockholders approved the reverse stock split at an Annual Meeting
of Stockholders on April 23, 2020. The Company's shares will begin
trading on a split-adjusted basis on the Nasdaq Capital Market
commencing upon market open on December 9, 2020.
As a
result of the reverse split, every 10 shares of the Company's
issued and outstanding common stock will be automatically combined
and converted into one issued and outstanding share of common
stock, par value $0.0001 per share. The Company will not issue any
fractional shares in connection with the reverse stock split.
Instead, the number of shares will be rounded up to the next whole
number. The reverse stock split will not modify the rights or
preferences of the common stock.
Immediately after
the reverse split becomes effective, there will be approximately
12,949,570 million shares of common stock issued and outstanding.
The common shares will trade under a new CUSIP number, 054754874,
effective December 9, 2020, and continue to trade under the symbol
“AYTU.” All stock options and warrants of the Company
outstanding immediately prior to the reverse stock split have been
proportionally adjusted.
The
Company has appointed its transfer agent, Issuer Direct, to act as
exchange agent for the reverse stock split. Stockholders owning
shares via a bank, broker or other nominee will have their
positions automatically adjusted to reflect the reverse stock split
and will not be required to take further action in connection with
the reverse stock split, subject to brokers' particular processes.
Issuer Direct’s contact information is as follows: (919)
481-4000 or info@issuerdirect.com.
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
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Exhibit Number
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Description
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Certificate
of Amendment to the Restated Certificate of Incorporation of Aytu
BioScience, Inc.
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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: December 8,
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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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 8:00 a.m. Eastern Time on December 8, 2020 (the
“Effective
Time”), a one-for-ten reverse stock split of the
Corporation’s common stock shall become effective, pursuant
to which each ten 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 fractional 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
ten 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 7th day of December 2020.
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/s/ Joshua R. Disbrow
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Joshua
R. Disbrow, Chief Executive Officer
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