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