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Filing Details

Accession Number:: 0000919574-20-002393
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-12 19:49:23
Reporting Period:: 2020-03-10

Accepted Time:: 2020-03-12 19:49:23
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1385818	Aytu Bioscience Inc	AYTU	Pharmaceutical Preparations (2834)	470883144

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1601086	Armistice Capital, Llc	510 Madison Avenue, 7Th Floor New York NY 10022	Yes	No	No	No
1633584	Ltd. Fund Master Capital Armistice	C/O Dms Corporate Services Ltd. 20 Genesis Close, P.o. Box 314 Grand Cayman E9 KY1-1104	Yes	No	No	No
1706140	Steven Boyd	C/O Armistice Capital, Llc 510 Madison Avenue, 7Th Floor New York NY 10022	Yes	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-03-10	1,918,587	$0.00	10,203,867	No	4	M	Direct
Common Stock	Acquisiton	2020-03-10	0	$0.00	10,203,867	No	4	M	Indirect	See Footnote 1
Common Stock	Acquisiton	2020-03-10	5,000,000	$1.00	15,203,867	No	4	M	Direct
Common Stock	Acquisiton	2020-03-10	0	$0.00	15,203,867	No	4	M	Indirect	See Footnote 1
Common Stock	Acquisiton	2020-03-10	4,403,409	$1.00	19,609,276	No	4	M	Direct
Common Stock	Acquisiton	2020-03-10	0	$0.00	19,609,276	No	4	M	Indirect	See Footnote 1
Common Stock	Disposition	2020-03-10	1,487,639	$1.30	18,119,637	No	4	F	Direct
Common Stock	Disposition	2020-03-10	0	$0.00	18,119,637	No	4	F	Indirect	See Footnote 1
Common Stock	Acquisiton	2020-03-10	3,907,165	$1.50	22,026,802	No	4	M	Direct
Common Stock	Acquisiton	2020-03-10	0	$0.00	22,036,802	No	4	M	Indirect	See Footnote 1
Common Stock	Disposition	2020-03-10	19,569,979	$1.47	2,456,823	No	4	S	Direct
Common Stock	Disposition	2020-03-10	0	$0.00	2,456,823	No	4	S	Indirect	See Footnote 1
Common Stock	Disposition	2020-03-10	2,456,822	$0.99	1	No	4	S	Direct
Common Stock	Disposition	2020-03-10	0	$0.00	1	No	4	S	Indirect	See Footnote 1

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	M	Indirect	See Footnote 1
No	4	M	Direct
No	4	M	Indirect	See Footnote 1
No	4	M	Direct
No	4	M	Indirect	See Footnote 1
No	4	F	Direct
No	4	F	Indirect	See Footnote 1
No	4	M	Direct
No	4	M	Indirect	See Footnote 1
No	4	S	Direct
No	4	S	Indirect	See Footnote 1
No	4	S	Direct
No	4	S	Indirect	See Footnote 1

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series H Convertible Preferred Stock	Disposition	2020-03-10	1,918,587	$0.00	1,918,587	$0.00
Common Stock	Series H Convertible Preferred Stock	Disposition	2020-03-10	0	$0.00	0	$0.00
Common Stock	Series F Convertible Preferred Stock	Disposition	2020-03-10	5,000	$0.00	5,000,000	$1.00
Common Stock	Series F Convertible Preferred Stock	Disposition	2020-03-10	0	$0.00	0	$1.00
Common Stock	Warrant	Disposition	2020-03-10	4,403,409	$0.00	4,403,409	$1.00
Common Stock	Warrant	Disposition	2020-03-10	0	$0.00	0	$1.00
Common Stock	Warrant	Disposition	2020-03-10	3,907,165	$0.00	3,907,165	$1.50
Common Stock	Warrant	Disposition	2020-03-10	0	$0.00	0	$1.50

Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
	No	4	M	Direct
	No	4	M	Indirect
	No	4	M	Direct
	No	4	M	Indirect
2024-04-18	No	4	M	Direct
2024-04-18	No	4	M	Indirect
2023-10-09	No	4	M	Direct
2023-10-09	No	4	M	Indirect

Footnotes

The reported securities are directly owned by Armistice Capital Master Fund Ltd. (the "Master Fund"). The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The Series H Preferred Stock has no expiration date and is convertible into 1,918,587 shares of the issuer's common stock (collectively, the "Shares") at any time at the option of the Master Fund at a conversion price of $1.00 (the "Conversion Price"); provided, however, that the Master Fund is subject to a blocker provision that prevents it from converting its Series H Preferred Stock if it would be more than a 40% beneficial owner of the Shares following such conversion. The Conversion Price is subject to adjustment in the case of stock splits, stock dividends, combinations of Shares and similar recapitalization transactions, as well as to anti-dilution provisions set forth in the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Series H Preferred Stock.
On October 11, 2019, the Issuer and the Master Fund entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Master Fund acquired from the Issuer in a private placement: (i) 5,000 shares of the Issuer's series F convertible preferred stock (the "Series F Preferred Stock"); and (ii) 5,000,000 Common Stock Purchase Warrants (the "Warrants"). The aggregate subscription amount paid by the Master Fund for the Series F Convertible Preferred Stock and Warrants acquired by it pursuant to the Securities Purchase Agreement was $5,000,000. Each share of the Series F Preferred Stock has a stated value of $1,000.
(Continued from Footnote 3) The Series F Preferred Stock is convertible into Shares (any such Shares received by the Master Fund upon conversion, "Conversion Shares") at any time at the option of the Master Fund at a conversion price of $1.00 (the "Conversion Price"); provided, however, that the Master Fund is subject to a blocker provision that prevents it from converting its Series F Preferred Stock if it would be more than a 40% beneficial owner of the Shares following such conversion. The Conversion Price is subject to adjustment in the case of stock splits, stock dividends, combinations of Shares and similar recapitalization transactions. In addition, the Series F Preferred Stock is subject to anti-dilution provisions until such time that is the earlier of: (i) the two-year anniversary date of the original issuance date;
(Continued from Footnote 4) and (ii) when 85% of the Series F Preferred Stock has been converted. The Warrants have an exercise price of $1.25 per Share (any such Shares received by the Master Fund upon exercise, "Warrant Shares") and contain cashless exercise provisions; provided, however, that the Master Fund is subject to a subject to a blocker provision that prevents it from exercising the Warrants if it would be more than a 40% beneficial owner of the Shares following such exercise. The Warrants are currently exercisable and will expire five years from the time a registration statement covering the Conversion Shares and Warrant Shares is declared effective by the Securities and Exchange Commission.
Represents cashless net exercise of warrants exempt from Section 16(b) pursuant to Rule 16b-3. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 40% beneficial owner of the Shares following such exercise.
Represents exercise of derivatives exempt from Section 16(b) pursuant to Rule 16b-3.
Represents exercise of warrants exempt from Section 16(b) pursuant to Rule 16b-3. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than 9.99%.
This figure includes one extra share of Common Stock that was unintentionally omitted from the previous Form 4 of the Reporting Persons filed on February 19, 2020 (the "Prior Form 4"). This extra share of Common Stock was received as part of the Merger (as defined in the Prior Form 4).
This constitutes the weighted average sale price. The prices range from $1.05 to $2.05. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
This constitutes the weighted average sale price. The prices range from $0.95 to $1.04. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.