Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ AYTU BIOSCIENCE, INC - 2020-02-14

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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)
02/14/2020
(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 02/14/2020J( 1 ) 335,279 A 8,285,279 D ( 2 )
Common Stock 02/14/2020J( 1 ) 0 A $ 0 8,285,279 I See Footnote 2
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 H Convertible Preferred Stock ( 3 ) ( 4 ) 02/14/2020J( 3 )( 4 ) 1,918,587 ( 3 )( 4 )( 3 )( 4 ) Common Stock 1,918,587 ( 3 ) ( 4 ) ( 3 ) ( 4 ) 1,918,587 ( 3 ) ( 4 ) D ( 2 )
Series H Convertible Preferred Stock ( 3 ) ( 4 ) 02/14/2020J( 3 )( 4 ) 0 ( 3 )( 4 )( 3 )( 4 ) Common Stock 0 $ 0 1,918,587 ( 3 ) ( 4 ) I See Footnote 2
Warrants $ 15.75 02/14/2020( 10 )J( 10 ) 85,191 ( 10 )03/21/2022 Common Stock 85,191 ( 10 ) 85,191 D ( 2 )
Warrants $ 15.75 02/14/2020( 10 )J( 10 ) 0 ( 10 )03/21/2022 Common Stock 0 $ 0 85,191 I See Footnote 2
Series F Convertible Preferred Stock $ 1 ( 5 ) ( 6 ) ( 7 ) ( 5 )( 6 )( 7 )( 5 )( 6 )( 7 ) Common Stock 5,000,000 ( 5 ) ( 6 ) ( 7 ) 5,000,000 ( 5 ) ( 6 ) ( 7 ) D ( 2 )
Series F Convertible Preferred Stock $ 1 ( 5 ) ( 6 ) ( 7 ) ( 5 )( 6 )( 7 )( 5 )( 6 )( 7 ) Common Stock 0 5,000,000 ( 5 ) ( 6 ) ( 7 ) I See Footnote 2
Warrants $ 1.25 ( 5 ) ( 6 ) ( 7 ) ( 5 )( 6 )( 7 )( 5 )( 6 )( 7 ) Common Stock 5,000,000 5,000,000 D ( 2 )
Warrants $ 1.25 ( 5 ) ( 6 ) ( 7 ) ( 5 )( 6 )( 7 )( 5 )( 6 )( 7 ) Common Stock 0 5,000,000 I See Footnote 2
Warrant $ 1 ( 8 )04/18/2024 Common Stock 4,403,409 4,403,409 D ( 2 )
Warrant $ 1 ( 8 )04/18/2024 Common Stock 0 4,403,409 I See Footnote 2
Warrant $ 10.8 ( 9 )03/06/2023 Common Stock 222,222 222,222 D ( 2 )
Warrant $ 10.8 ( 9 )03/06/2023 Common Stock 0 222,222 I See Footnote 2
Warrant $ 10.8 ( 9 )03/23/2023 Common Stock 100,000 100,000 D ( 2 )
Warrant $ 10.8 ( 9 )03/23/2023 Common Stock 0 100,000 I See Footnote 2
Warrant $ 1.5 ( 9 )10/09/2023 Common Stock 3,907,165 3,907,165 D ( 2 )
Warrant $ 1.5 ( 9 )10/09/2023 Common Stock 0 3,907,165 I See Footnote 2
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY10022
XX
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
XX
Signatures
Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member02/19/2020
** Signature of Reporting Person Date
Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director02/19/2020
** Signature of Reporting Person Date
/s/ Steven Boyd02/19/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities were acquired pursuant to a merger between the Issuer and Innovus Pharmaceuticals, Inc. ("Innovus") that became effective on February 14, 2020 (the "Merger"). As the holder of 300,000 shares of Innovus' common stock on the effective date of the Merger, Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), received pursuant to the Merger: (i) 335,279 shares of the Issuer's common stock (collectively, the "Shares"); (ii) cash in lieu of the issuance of fractional Shares; and (iii) 300,000 non-transferable contingent value rights representing the right to receive certain payments in the form of additional Shares and/or cash if specified revenue and profitability milestones are achieved. On the effective date of the Merger, the closing price of Innovus' common stock was $1.23 per share, and the closing price of the Shares was $0.79 per Share.
( 2 )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 ("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.
( 3 )Prior to the Merger, the Master Fund was the holder of certain Innovus warrants (collectively, the "Innovus Warrants") and was entitled to receive from the Issuer a cash payment for those Innovus Warrants in connection with the Merger. On February 14, the Master Fund, the Issuer and Innovus entered into a warrant exchange agreement (the "Warrant Exchange Agreement") pursuant to which the Master Fund agreed to exchange its Innovus Warrants for 1,918,587 shares of the Issuer's series H convertible preferred stock, par value $0.0001 per share (the "Series H Preferred Stock").
( 4 )(Continued from Footnote 3) The Series H Preferred Stock has no expiration date and is convertible into 1,918,587 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.
( 5 )On October 11, 2019, the Issuer and 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.
( 6 )(Continued from Footnote 5) 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
( 7 )(Continued from Footnote 6) 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.
( 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 40% beneficial owner of the Shares following such exercise.
( 9 )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.
( 10 )These warrants, which were acquired on March 21, 2017, were exercisable for shares of Innovus' common stock 2017 and became warrants exercisable for Shares as of the effective date of the Merger. These warrants are 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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