Filing Details

Daniel Radden

c/o Armistice Capital LLC

510 Madison Avenue

7^th Floor

New York, NY 10022

Telephone Number: 212-231-4930

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is Aytu Bioscience, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 373 Inverness Parkway, Suite 206, Englewood, Colorado 80112. This Amendment No. 4 to Schedule 13D relates to the Issuer's Common Stock, par value $.0001 per share (the "Shares").

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to private investment vehicles, including the Master Fund. The principal business address of Armistice Capital is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

The Master Fund is principally engaged in the business of investing in securities. The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands. The board of directors of the Master Fund consists of Steven Boyd, Kevin A. Phillip and Gregory S. Bennett.

Steven Boyd is the managing member of Armistice Capital and a director of the Master Fund. Mr. Boyd’s business address is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

On October 30, 2019, the Master Fund converted its 2,751,148 shares of the Issuer’s Series E Convertible Preferred Stock into an equal amount of Shares at the conversion price of $0.88 per Share.

In addition, the Master Fund entered into a voting agreement with the Issuer and Cerecor, Inc. dated November 1, 2019 (the “Voting Agreement”). Pursuant to the Voting Agreement, the Master Fund agreed that, for a period of 12 months from the date of the Voting Agreement, it shall vote all Shares held by it: (i) in favor of conversion into Shares of all the outstanding shares of the Issuer’s Series G Preferred Stock (the “Preferred Conversion”); (ii) against any proposal, amendment, matter, or agreement that would impede, frustrate, prevent, or nullify the Preferred Conversion; and (iii) in favor of the proposed transactions set forth in the agreement and plan of merger dated September 12, 2019 among the Issuer, Innovus Pharmaceuticals, Inc. and certain other parties (the “Merger Agreement”). The Voting Agreement will terminate automatically upon the later of shareholder approval of the Preferred Conversion or the Merger Agreement; provided that the Voting Agreement will automatically terminate if shareholder approval of the Preferred Conversion has occurred and the Issuer has elected to terminate the Merger Agreement.

The foregoing was a summary of certain material terms of the Voting Agreement. The foregoing description is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the form of Voting Agreement, which has been filed as Exhibit B and is incorporated herein by reference.

Mr. Boyd currently serves as a member of the Issuer’s board of directors (the “Board”).

The Reporting Persons purchased the Shares for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and/or the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy, recommending business development transactions, proposing changes to management, operations and the structure of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 8,378,692 Shares, constituting 40.0% of the Shares, based upon 20,946,699 Shares outstanding as of the date hereof, as adjusted for warrants beneficially owned by the Reporting Persons. Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 8,378,692 Shares. Each of the Reporting Persons has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 8,378,692 Shares.

Other than the transaction described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons since the last Schedule 13D/A filed by the Reporting Persons in respect of the Issuer.

(e)

N/A

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described herein or in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Exhibit A: Joint Filing Agreement

Exhibit B: Form of Voting Agreement (incorporated by reference to Exhibit 10.4 to the Form 8-K filed with the SEC by the Issuer on November 4, 2019)

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director