Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ INNOVUS PHARMACEUTICALS, INC. - 2020-02-14

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 INNOVUS PHARMACEUTICALS, INC. [ INNV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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 02/14/2020 J( 1 ) 300,000 D 0 D ( 2 ) Common Stock 02/14/2020 J( 1 ) 0 D $ 0 0 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 A Common Stock Purchase Warrant $ 15.75 02/14/2020 J( 6 ) 76,190 ( 4 ) 03/21/2022 Common Stock 76,190 ( 6 ) 0 ( 6 ) D ( 2 ) Series A Common Stock Purchase Warrant $ 15.75 02/14/2020 J( 6 ) 0 ( 4 ) 03/21/2022 Common Stock 0 $ 0 0 ( 6 ) I See Footnote 2 Series A Warrant $ 7.35 02/14/2020 J( 3 ) 431,489 ( 4 ) 09/18/2020 Common Stock 431,489 ( 3 ) 0 ( 3 ) D ( 2 ) Series A Warrant $ 7.35 02/14/2020 J( 3 ) 0 ( 4 ) 09/18/2020 Common Stock 0 $ 0 0 ( 3 ) I See Footnote 2 Series B Warrant $ 8.4 02/14/2020 J( 3 ) 431,489 ( 4 ) 09/18/2024 Common Stock 431,489 ( 3 ) 0 ( 3 ) D ( 2 ) Series B Warrant $ 8.4 02/14/2020 J( 3 ) 0 ( 4 ) 09/18/2024 Common Stock 0 $ 0 0 ( 3 ) I See Footnote 2 Series C Prefunded Warrant $ 0.001 02/14/2020 J( 3 ) 200,637 ( 4 ) ( 5 ) Common Stock 200,637 ( 3 ) 0 ( 3 ) D ( 2 ) Series C Prefunded Warrant $ 0.001 02/14/2020 J( 3 ) 0 ( 4 ) ( 5 ) Common Stock 0 $ 0 0 ( 3 ) 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 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 Signatures Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 02/19/2020 Signature of Reporting Person Date Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 02/19/2020 Signature of Reporting Person Date /s/ Steven Boyd 02/19/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These securities were disposed of pursuant to a merger between the Issuer and Aytu Bioscience, Inc. ("Aytu") that became effective on February 14, 2020 (the "Merger"). As the holder of 300,000 shares of the Issuer's common stock (collectively, the "Shares") 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 Aytu's common stock; (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 of Aytu's common stock and/or cash if specified revenue and profitability milestones are achieved. On the effective date of the Merger, the closing price of the Shares was $1.23 per Share, and the closing price of Aytu's common stock was $0.79 per share. ( 2 )The reported securities were directly owned by the Master Fund. The reported securities may have been 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 have been 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 disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were 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 these warrants of the Issuer (collectively, the "Warrants") and was entitled to receive from Aytu a cash payment for those Warrants in connection with the Merger. On February 14, 2020, the Master Fund, the Issuer and Aytu entered into a warrant exchange agreement pursuant to which the Master Fund agreed to exchange its Warrants for 1,918,587 shares of Aytu's series H convertible preferred stock. ( 4 )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 Shares following such exercise. ( 5 )These warrants do not have an expiration date. ( 6 )These warrants became warrants to purchase shares of Aytu's common stock as of the effective date of the Merger.

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