Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ AYTU BIOSCIENCE, INC - 2019-04-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ARMISTICE CAPITAL, LLC 2. Issuer Name and Ticker or Trading Symbol AYTU BIOSCIENCE, INC [ AYTU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2019 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 04/18/2019 J( 1 )( 2 )( 3 ) 3,120,064 A 5,120,064 D ( 4 ) Common Stock 04/18/2019 J( 1 )( 2 )( 3 ) 0 A $ 0 5,120,064 I See Footnote ( 4 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series E Convertible Preferred Stock $ 0.88 ( 1 ) ( 2 ) ( 3 ) 04/18/2019 J( 1 )( 2 )( 3 ) 2,751,148 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 2,751,148 ( 1 ) ( 2 ) ( 3 ) ( 1 ) ( 2 ) ( 3 ) 2,751,148 ( 1 ) ( 2 ) ( 3 ) D ( 4 ) Series E Convertible Preferred Stock $ 0.88 ( 1 ) ( 2 ) ( 3 ) 04/18/2019 J( 1 )( 2 )( 3 ) 0 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 0 $ 0 2,751,148 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 4 ) Warrant $ 1 04/18/2019 J( 1 )( 2 )( 3 ) 4,403,409 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 4,403,409 ( 1 ) ( 2 ) ( 3 ) 4,403,409 D ( 4 ) Warrant $ 1 04/18/2019 J( 1 )( 2 )( 3 ) 0 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 0 $ 0 4,403,409 I See Footnote ( 4 ) Warrant $ 10.8 ( 5 ) 03/06/2023 Common Shares 222,222 222,222 D ( 4 ) Warrant $ 10.8 ( 5 ) 03/06/2023 Common Shares 0 222,222 I See Footnote ( 4 ) Warrant $ 10.8 ( 5 ) 03/23/2023 Common Shares 100,000 100,000 D ( 4 ) Warrant $ 10.8 ( 5 ) 03/23/2023 Common Shares 0 100,000 I See Footnote ( 4 ) Warrant $ 1.5 ( 5 ) 10/09/2023 Common Shares 3,907,165 3,907,165 D ( 4 ) Warrant $ 1.5 ( 5 ) 10/09/2023 Common Shares 0 3,907,165 I 1See Footnote ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 X X Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN, E9KY1-1104 X Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 X X Signatures Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 04/22/2019 Signature of Reporting Person Date Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 04/22/2019 Signature of Reporting Person Date /s/ Steven Boyd 04/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 29, 2018, the Issuer issued to Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund"), a secured promissory note in the principal amount of $5,000,000 (the "Promissory Note"). The Promissory Note carried an annual interest rate of 8% and had a three-year term. On February 5, 2019, the Issuer and the Master Fund entered in to an exchange agreement (the "Exchange Agreement") pursuant to which the Master Fund agreed to exchange the Promissory Note for: (i) 3,120,064 Shares (the "New Shares"); (ii) 2,751,148 shares of the Issuer's Series E Convertible Preferred Stock (the "Series E Preferred Stock"); and (iii) a Common Stock Purchase Warrant (the "Warrant", and collectively with the New Shares and the Series E Preferred Stock, the "Exchange Securities"). As consideration for the Issuer's issuance of the Exchange Securities to the Master Fund, the Master Fund agreed to cancel the Promissory Note and all principal and interest owed thereunder. ( 2 )(Continued from Footnote 1) Each share of the Series E Preferred Stock has a stated value of $0.88 (the "Stated Value"), subject to increase pursuant to the terms of the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Series E Preferred Stock (the "Series E COD"). The Series E Preferred Stock has no expiration date and is convertible into Shares at the option of the holder at any time after the issue date into that number of Shares determined by dividing the Stated Value by the conversion price of $0.88, which is subject to adjustment pursuant to the terms of the Series E COD; provided, however, that each holder is subject to a blocker provision that prevents it from converting its Series E Preferred Stock if it would be more than a 40% beneficial owner of the Shares following such conversion. ( 3 )(Continued from Footnote 2) The Warrant permits the Master Fund to purchase 4,403,409 Shares at an exercise price of $1.00 per Share, which is subject to adjustment pursuant to the terms of the Warrant; provided, however, that each holder 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 Warrant is currently exercisable and expires on the five-year anniversary of the date of its issuance. The transactions contemplated by the Exchange Agreement (the "Armistice Transaction") were approved by the Issuer's stockholders on April 12, 2019 and announced on the Form 8-K filed with the SEC by the Issuer on April 19, 2019. The Issuer closed the Armistice Transaction and issued the securities to the Master Fund on ( 4 )The reported securities are directly owned by the Master Fund and 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 interest 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. ( 5 )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 4.99% beneficial owner of the Common Stock following such exercise.

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