0000919574-19-006450.txt : 20191016
0000919574-19-006450.hdr.sgml : 20191016
20191016162130
ACCESSION NUMBER: 0000919574-19-006450
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191011
FILED AS OF DATE: 20191016
DATE AS OF CHANGE: 20191016
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: 191152976
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: 191152977
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: 191152978
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
2019-10-11
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
Series F Convertible Preferred Stock
1.00
2019-10-11
4
P
0
5000
A
Common Stock
5000000
5000000
D
Series F Convertible Preferred Stock
1.00
2019-10-11
4
P
0
0
0
A
Common Stock
0
5000000
I
See Footnote
Warrants
1.25
2019-10-11
4
P
0
5000000
A
Common Stock
5000000
5000000
D
Warrants
1.25
2019-10-11
4
P
0
0
0
A
Common Stock
0
5000000
I
See Footnote
Series E Convertible Preferred Stock
0.88
Common Stock
2751148
2751148
D
Series E Convertible Preferred Stock
0.88
Common Stock
0
2751148
I
See Footnote
Warrant
1.00
2024-04-18
Common Stock
4403409
4403409
D
Warrant
1.00
2024-04-18
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
See Footnote
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").
(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;
(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 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.
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.
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.
The Series E Convertible Preferred Stock has no expiration date.
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.
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.
Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member
2019-10-16
Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director
2019-10-16
/s/ Steven Boyd
2019-10-16