Filing Details

Aytu Bioscience, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

054754700

(CUSIP Number)

December 31, 2019

(Date of Event Which Requires Filing of this Statement)

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

CUSIP No.

054754700

Page 2 of 9

1

NAME OF REPORTING PERSONS
Altium Capital Management, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN: 82-2066653

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

6

SHARED VOTING POWER 

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) *  

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) *

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) *  

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9% (see Item 4) *

12

TYPE OF REPORTING PERSON

IA

CUSIP No.

054754700

Page 3 of 9

1

NAME OF REPORTING PERSONS
Altium Growth Fund, LP

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN:  82-2105101

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

6

SHARED VOTING POWER

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) *  

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) * *  

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) *  

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9% (see Item 4) *

12

TYPE OF REPORTING PERSON

PN

CUSIP No.

054754700

Page 4 of 9

1

NAME OF REPORTING PERSONS
Altium Growth GP, LLC

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(ENTITIES ONLY) EIN:  82-2086430

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware, United States of America

NUMBER OF
SHARES

BENEFICIALLY
OWNED BY

EACH
REPORTING

PERSON
WITH:

5

SOLE VOTING

0

6

SHARED VOTING POWER

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) *  

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) *

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,000,000 shares of Common Stock issuable upon conversion of 5,000 Preferred Stock (see Item 4) * 

5,000,000 shares of Common Stock issuable upon exercise of Warrants (see Item 4) *  

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

9.9% (see Item 4) *

12

TYPE OF REPORTING PERSON

PN

CUSIP No.

054754700

Page 5 of 9

Item 1(a).

Name of Issuer:

Aytu Bioscience, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

373 Inverness Parkway, Suite 206
Englewood, Colorado 80112

Name of Person Filing:  

This statement is jointly filed by and on behalf of each of Altium Capital Management, LP, Altium Growth Fund, LP, (the “Fund”) and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by the Fund.

Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

(c)

☐

Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

☐

Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)

☐

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

CUSIP No.

054754700

Page 6 of 9

(f)

☐

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

☐

A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);

(h)

☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

(j)

☐

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.

The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person.  The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 20,733,052 shares of Common Stock issued and outstanding as of December 1, 2019 as represented in the Issuer’s Prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b)(3) on January 10, 2020. 

Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Preferred Stock and Warrants. The Reporting Persons cannot (i) convert the Preferred Stock to the extent the Reporting Persons would beneficially own, after any such conversion, more than 9.99% of the outstanding shares of Common Stock (the “Preferred Stock Blocker”) or (ii) exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding shares of Common Stock ((the “Warrant Blocker”) and collectively with the Preferred Stock Blocker, the “Blockers”). The percentage set forth in Row 11 of the cover page for each Reporting Person gives effect to the Blockers.  Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to convert any of the Preferred Stock nor exercise any of the Warrants.

CUSIP No.

054754700

Page 7 of 9

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not applicable

Item 8.

Identification and Classification of Members of the Group.

Not applicable

Item 9.

Notice of Dissolution of Group.

Not applicable

Item 10.

Certification.

Dated:

February 14, 2020

Altium Capital Management, LP

By:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

CEO

Altium Growth Fund, LP

By: Altium Growth GP, LLC

Its: General Partner

Signature:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

Managing Member of Altium Growth GP, LLC

Altium Growth GP, LLC

By:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

Managing Member

EXHIBIT 1:

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

Members of Group

Dated:

February 14, 2020

Altium Capital Management, LP

By:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

CEO

Altium Growth Fund, LP

By: Altium Growth GP, LLC

Its: General Partner

Signature:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

Managing Member of Altium Growth GP, LLC

Altium Growth GP, LLC

By:

/s/ Jacob Gottlieb

Name:

Jacob Gottlieb

Title:

Managing Member