AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition of Disposition of Assets
On November 1, 2019, Aytu BioScience, Inc. (“Company”) and Cerecor, Inc. (“Seller”) closed the acquisition (the “Acquisition”) of the Pediatrics Product Portfolio (the “Cerecor transaction”) contemplated by the Purchase Agreement. to the Purchase Agreement, Seller transferred certain assets and assigned certain liabilities to a newly formed subsidiary established by the Company to hold the assets which are the subject of the Purchase Agreement, Aytu Therapeutics, LLC (“Aytu Therapeutics”). In addition, the Seller transferred most of its existing commercial sales workforce to the Company.
The Company determined that this acquisition constitutes a business to Article 11 of Regulation S-X, and therefore is required to Rule 8-04 of Regulation S-X to provide within 71 days after the Acquisition close, historical, audited financial statements for a period consisting of the most recent fiscal year ended December 31, 2018 and the nine months ended September 30, 2019. In addition, to Article 11 of Regulation S-X, the Company is required to provide pro forma financial statements for the year-ended June 30, 2019 and three months ended September 30, 2019.
The exhibits to this amended Form 8-K satisfies these requirements.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The (i) audited historical abbreviated financial statements for the Pediatrics Product Portfolio of Cerecor, Inc. (the “Cerecor Products”) as of September 30, 2019, and December 31, 2018 and for the Nine Months Ended September 30, 2019 and the Year Ended December 31, 2018, and (ii) unaudited historical abbreviated financial statements for the Cerecor Products. as of September 30, 2018 and for the Nine Months Ended September 30, 2018 is filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K/A.
to a letter dated October 21, 2019 (the “Relief Letter”), the Company has obtained relief from the Staff of the Securities and Exchange Commission, to its authority under Rule 3-13 of Regulation S-X, from the requirements of Rule 8-04 of Regulation of S-X to provide certain historical financial statements that would otherwise be required in connection with its acquisition of the Cerecor Products and to provide corresponding pro forma financial information required under Article 11 of Regulation S-X. In accordance with the Relief Letter, the Company has substituted abbreviated audited historical financial statements for the full financial statements of Cerecor Products required by Rule 8-04 of Regulation S-X.
(d) The following exhibit is being filed herewith:
| 99.3 | Unaudited pro forma condensed combined Balance Sheet as of June 30, 2019 and Statement of Operations for the year ended June 30, 2019 and three months ended September 30, 2019 for the combination of (i) Aytu BioScience, Inc., (ii) the Cerecor transaction and (iii) the proposed merger with Innovus Pharmaceuticals, Inc. |
AYTU BIOSCIENCE, INC Exhibit
EX-23.1 2 f8k011020a1ex23-1_aytubio.htm CONSENT OF ERNST & YOUNG LLP,…
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About AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU)
Aytu BioScience, Inc. is a commercial-stage healthcare company focused on acquiring, developing and commercializing products in the field of urology. The Company focuses on hypogonadism, prostate cancer, urinary tract infections and male infertility. The Company markets ProstaScint (capromab pendetide), a radio imaging agent indicated to detect the prostate specific membrane antigen (PSMA) in the assessment and staging of prostate cancer. The Company also markets Primsol (trimethoprim hydrochloride), a trimethoprim-only oral solution for urinary tract infections. The Company’s pipeline includes MiOXSYS, an in vitro diagnostic device. MiOXSYS system is a point-of-care semen analysis system, used for diagnosis and management of male infertility. The Company holds the United States rights to Natesto (testosterone), a formulation of testosterone delivered through a nasal gel. Natesto is used for the treatment of hypogonadism (low testosterone) in men.
