0000919574-19-003010.txt : 20190422 0000919574-19-003010.hdr.sgml : 20190422 20190422184120 ACCESSION NUMBER: 0000919574-19-003010 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190418 FILED AS OF DATE: 20190422 DATE AS OF CHANGE: 20190422 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARMISTICE CAPITAL, LLC CENTRAL INDEX KEY: 0001601086 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38247 FILM NUMBER: 19760343 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 231-4932 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Armistice Capital Master Fund Ltd. CENTRAL INDEX KEY: 0001633584 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38247 FILM NUMBER: 19760344 BUSINESS ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-231-4932 MAIL ADDRESS: STREET 1: C/O ARMISTICE CAPITAL, LLC STREET 2: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Boyd Steven CENTRAL INDEX KEY: 0001706140 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38247 FILM NUMBER: 19760345 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE, 7TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AYTU BIOSCIENCE, INC CENTRAL INDEX KEY: 0001385818 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 470883144 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 373 INVERNESS PARKWAY STREET 2: SUITE 206 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: (720) 437-6580 MAIL ADDRESS: STREET 1: 373 INVERNESS PARKWAY STREET 2: SUITE 206 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: AYTU BIOSCIENCE, INC. DATE OF NAME CHANGE: 20150609 FORMER COMPANY: FORMER CONFORMED NAME: Rosewind CORP DATE OF NAME CHANGE: 20070110 4 1 ownership.xml X0306 4 2019-04-18 0 0001385818 AYTU BIOSCIENCE, INC AYTU 0001601086 ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 1 0 1 0 0001633584 Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001706140 Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 1 0 1 0 Common Stock 2019-04-18 4 J 0 3120064 A 5120064 D Common Stock 2019-04-18 4 J 0 0 0 A 5120064 I See Footnote Series E Convertible Preferred Stock 0.88 2019-04-18 4 J 0 2751148 A Common Stock 2751148 2751148 D Series E Convertible Preferred Stock 0.88 2019-04-18 4 J 0 0 0 A Common Stock 0 2751148 I See Footnote Warrant 1.00 2019-04-18 4 J 0 4403409 A Common Stock 4403409 4403409 D Warrant 1.00 2019-04-18 4 J 0 0 0 A Common Stock 0 4403409 I See Footnote Warrant 10.80 2023-03-06 Common Shares 222222 222222 D Warrant 10.80 2023-03-06 Common Shares 0 222222 I See Footnote Warrant 10.80 2023-03-23 Common Shares 100000 100000 D Warrant 10.80 2023-03-23 Common Shares 0 100000 I See Footnote Warrant 1.50 2023-10-09 Common Shares 3907165 3907165 D Warrant 1.50 2023-10-09 Common Shares 0 3907165 I 1See Footnote 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. (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. (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 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. 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. Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 2019-04-22 Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 2019-04-22 /s/ Steven Boyd 2019-04-22