AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02.

Departure of Directors or Certain Officers;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

On June 15, 2017, we entered into an employment agreement with
Gregory A. Gould, effective June 16, 2017, to serve as our Chief
Financial Officer. Mr. Gould has been serving as our Chief
Financial Officer on a part-time basis since April 2015.

The agreement is identical to the two-year employment agreement
entered into effective April 16, 2017, with Jarrett Disbrow, our
Chief Operating Officer, except for the positon that Mr. Gould is
to occupy.

The agreement is for a term of 24 months beginning on June 16,
2017, subject to termination by us with or without Cause (as
defined below) or as a result of Mr. Goulds disability, or by Mr.
Gould with or without Good Reason (as defined below). Mr. Gould
is entitled to receive $250,000 in annual salary, plus a
discretionary performance bonus with a target of 125% of his base
salary, based on his individual achievements and company
performance objectives established by the board or the
compensation committee in consultation with Mr. Gould. Mr. Gould
is also eligible to participate in the benefit plans maintained
by us from time to time, subject to the terms and conditions of
such plans.

We agreed to issue to Mr. Gould on or promptly after August 1,
2017 stock options to purchase shares of our common stock in an
amount agreed upon by us and Mr. Gould, and commensurate with Mr.
Goulds role as a senior executive at our company. The exercise
price will be the last sale price of our common stock as reported
during the period immediately preceding the date of grant, and in
accordance with our 2015 Stock Option and Incentive Plan, and
will vest as follows: 50% will vest on the date of grant; 25%
will vest 365 days after the date of grant; and 25% will vest 730
days after the date of grant. All such options will vest in full
upon a Change in Control (as defined below), death, disability,
or termination with or without Cause or for Good Reason.

In the event Mr. Goulds employment is terminated without Cause by
us or Mr. Gould terminates his employment with Good Reason, we
will be obligated to pay him any accrued compensation and a lump
sum payment equal to two times his base salary in effect at the
date of termination, as well as continued participation in our
health and welfare plans for up to two years. All vested stock
options will remain exercisable from the date of termination
until the expiration date of the applicable award. So long as a
Change in Control is not in effect, then all options which are
unvested at the date of termination without Cause or for Good
Reason shall be accelerated as of the date of termination such
that the number of option shares equal to 1/24th the
number of option shares multiplied by the number of full months
of Mr. Goulds employment will be deemed vested and immediately
exercisable by Mr. Gould. Any unvested options over and above the
foregoing shall be cancelled and of no further force or effect,
and will not be exercisable by Mr. Gould.

Good Reason means, without Mr. Goulds written consent, there is:

a material reduction of the level of Mr. Goulds compensation
(excluding any bonuses) (except where there is a general
reduction applicable to the management team generally,
provided, however, that in no case may the base salary be
reduced below $250,000);
a material reduction in Mr. Goulds overall responsibilities
or authority, or scope of duties (it being understood that
the occurrence of a Change in Control shall not, by itself,
necessarily constitute a reduction in Mr. Goulds
responsibilities or authority); or
a material change in the principal geographic location at
which Mr. Gould must perform his services (it being
understood that the relocation to a facility or a location
within 40 miles of the State Capitol Building in Denver,
Colorado will not be deemed material).

Cause means:

willful malfeasance or willful misconduct by Mr. Gould in
connection with his employment;
gross negligence in performing any of his duties;
conviction of, or entry of a plea of guilty to, or entry of a
plea of nolo contendere with respect to, any crime, other
than a traffic violation or infraction which is a
willful and deliberate violation of any of our policies;
unintended but material breach of any written policy
applicable to all employees adopted by us which is not cured
to the reasonable satisfaction of the board within 30 days of

unauthorized use or disclosure of any of our proprietary
information or trade secrets or that of any other party as to
which Mr. Gould owes an obligation of nondisclosure as a
result of Mr. Goulds relationship with us;
willful and deliberate breach of his obligations under the
employment agreement; or
any other material breach by officer of any of his
obligations which is not cured to the reasonable satisfaction
of the board within 30 days of notice.

The severance benefits described above are contingent on Mr.
Gould executing a general release of claims.

In the event of a Change in Control, all stock options,
restricted stock and other stock-based grants granted or may be
granted in the future by us to Mr. Gould will immediately vest
and become exercisable and all restrictions thereon will lapse.

Change in Control means the occurrence of any of the following

the acquisition by any individual, entity, or group (within
the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act of 1934, as amended (the Exchange Act)) (the
Acquiring Person), other than our company, or any of our
subsidiaries, of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 50% or more
of the combined voting power or economic interests of our
then outstanding voting securities entitled to vote generally
in the election of directors (excluding any issuance of
securities by us in a transaction or series of transactions
made principally for bona fide equity financing purposes); or
the acquisition of our company by another entity by means of
any transaction or series of related transactions to which we
are party (including, without limitation, any stock
acquisition, reorganization, merger or consolidation but
excluding any issuance of securities by us in a transaction
or series of transactions made principally for bona fide
equity financing purposes) other than a transaction or series
of related transactions in which the holders of our voting
securities outstanding immediately prior to such transaction
or series of related transactions retain, immediately after
such transaction or series of related transactions, as a
result of shares in us held by such holders prior to such
transaction or series of related transactions, at least a
majority of the total voting power represented by our
outstanding voting securities or such other surviving or
resulting entity (or if we or such other surviving or
resulting entity is a wholly-owned subsidiary immediately
following such acquisition, its parent); or
the sale or other disposition of all or substantially all of
our assets in one transaction or series of related

The employment agreement is filed as Exhibit 10.1 to this Report
and is incorporated herein by reference. The foregoing
description of the employment agreement is not complete and is
qualified in its entirety by reference to Exhibit 10.1.

Mr. Gould has held senior management positions in the life
sciences industry for over 20 years. Prior to joining Aytu
BioScience on a full-time basis, he split his time between Aytu
and Ampio Pharmaceuticals, Inc. from April 2015 until June 2017.
Prior to joining Ampio Pharmaceuticals in June 2014, he provided
financial and operational consulting services to the biotech
industry through his consulting company, Gould, LLC. Mr. Gould
was Chief Financial Officer, Treasurer and Secretary of SeraCare
Life Sciences from November 2006 until the company was sold to
Linden Capital Partners in April 2012. During the period from
July 2011 until April 2012, Mr. Gould also served as the Interim
President and Chief Executive Officer of SeraCare. Mr. Gould has
held several other executive positions at publicly traded life
sciences companies including the Chief Financial Officer role at
Atrix Laboratories, Inc., an emerging specialty pharmaceutical
company focused on advanced drug delivery. During Mr. Goulds
tenure at Atrix, he was instrumental in the negotiation and sale
of the company to QLT, Inc. He also played a critical role in the
management of several licensing agreements including the global
licensing agreement with Sanofi-Synthelabo of the Eligard product
line. Mr. Gould was the Chief Financial Officer at Colorado
MedTech, Inc., a publicly traded medical device design and
manufacturing company, where he negotiated the transaction to
sell the company to KRG Capital Partners. Mr. Gould began his
career as an auditor with Arthur Andersen, LLP. He currently
serves on the board of directors of CytoDyn, Inc., a publicly
traded drug development company pursuing anti-viral agents for
the treatment of HIV. Mr. Gould graduated from the University of
Colorado with a BS in Business Administration and is a Certified
Public Accountant.

There have been no transactions between Mr. Gould and our company
other than the compensation that he has received for serving as
our Chief Financial Officer on part-time basis since April 2015
and the purchase by him of our securities on the same terms as
other investors at the time of such investment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.1 Employment Agreement, effective as of June, 2017, between
Aytu BioScience, Inc. and Gregory A. Gould.

EX-10.1 2 v469126_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   EXECUTION COPY   EMPLOYMENT AGREEMENT   This Employment Agreement (the "Agreement"),…
To view the full exhibit click here

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.

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