Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ AYTU BIOSCIENCE, INC - 2019-10-30

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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)
10/30/2019
(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 10/30/2019 C 2,751,148 A $ 0.88 7,871,212 D ( 4 )
Common Stock 10/30/2019 C 0 A $ 0 7,871,212 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 10/30/2019 C 2,751,148 ( 5 ) ( 6 ) Common Stock 2,751,148 $ 0 0 D ( 4 )
Series E Convertible Preferred Stock $ 0.88 10/30/2019 C 0 ( 5 ) ( 6 ) Common Stock 0 $ 0 0 I See Footnote ( 4 )
Series F Convertible Preferred Stock $ 1 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 5,000,000 ( 1 ) ( 2 ) ( 3 ) 5,000,000 ( 1 ) ( 2 ) ( 3 ) D ( 4 )
Series F Convertible Preferred Stock $ 1 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 0 5,000,000 ( 1 ) ( 2 ) ( 3 ) I See Footnote ( 4 )
Warrants $ 1.25 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 5,000,000 5,000,000 D ( 4 )
Warrants $ 1.25 ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 0 5,000,000 I See Footnote ( 4 )
Warrant $ 1 ( 7 ) 04/18/2024 Common Stock 4,403,409 4,403,409 D ( 4 )
Warrant $ 1 ( 7 ) 04/18/2024 Common Stock 0 4,403,409 I See Footnote ( 4 )
Warrant $ 10.8 ( 8 ) 03/06/2023 Common Shares 222,222 222,222 D ( 4 )
Warrant $ 10.8 ( 8 ) 03/06/2023 Common Shares 0 222,222 I See Footnote ( 4 )
Warrant $ 10.8 ( 8 ) 03/23/2023 Common Shares 100,000 100,000 D ( 4 )
Warrant $ 10.8 ( 8 ) 03/23/2023 Common Shares 0 100,000 I See Footnote ( 4 )
Warrant $ 1.5 ( 8 ) 10/09/2023 Common Shares 3,907,165 3,907,165 D ( 4 )
Warrant $ 1.5 ( 8 ) 10/09/2023 Common Shares 0 3,907,165 I See 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 11/01/2019
Signature of Reporting Person Date
Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 11/01/2019
Signature of Reporting Person Date
/s/ Steven Boyd 11/01/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 11, 2019, the Issuer and Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund"), entered in to 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. The Series F Preferred Stock is not convertible until the Issuer obtains stockholder approval as required by applicable NASDAQ rules ("Shareholder Approval").
( 2 )(Continued from Footnote 1) After the Issuer obtains Shareholder Approval, the Series F Preferred Stock is convertible into shares of the Issuer's common stock (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 of the Issuer's common stock (collectively, 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;
( 3 )(Continued from Footnote 2) 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 become exercisable after the Issuer obtains Shareholder Approval 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.
( 4 )The reported securities are directly owned by the Master Fund. The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC, 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, LLC. Armistice Capital, LLC 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 shares of Series E Convertible Preferred Stock 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.
( 6 )The Series E Convertible Preferred Stock has no expiration date.
( 7 )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.
( 8 )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 Shares following such exercise.

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