AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On November 14, 2019, the compensation committee (the “Committee”) of Aytu BioScience, Inc. (the “Company”) approved a grant of an aggregate of 859,725 of the Company’s restricted common stock at a per share price of $0.98 which represented the closing price of the Company’s common stock on the Nasdaq Capital Market on November 14, 2019 (the “Closing Price”) to the following officers and directors of the Company (the “November Equity Grant”): Joshua Disbrow; David Green; Gary Cantrell; Carl Dockery; John Donofrio; Michael Macaluso and Ketan Mehta (each a “Holder”). Although the November Equity Grant was duly authorized and approved by all corporate and board action, the November Equity Grant was never issued to the recipients. On June 8, 2020, the Committee held a meeting to discuss the November Equity Grant and other compensation matters.
RSCE Agreement
The Committee determined that it be in the best interest of the Company and its stockholders that given the Company’s current cash position, the dilutive effect that issuing the November Equity Grant now could have on the Company’s existing stockholders and principles of equity and fairness to the Holders that the Company should negotiate and enter into Restricted Stock Cancelation and Exchange Agreements (the “RSCE Agreement”) whereby each Holder would agree to exchange their right, title and interest in their respective share of the November Equity Grant for cash at a per share price equal to the Closing Price (the “Restricted Stock Exchange Amount”) to the RSCE Agreement. On June 30, 2020, the Company and each Holder entered into the RSCE Agreement. The RSCE Agreement outlines that upon the payment of Restricted Stock Exchange Amount, each Holder’s right, title and interest in the November Equity Grant will be canceled. The RSCE Agreements signed by Holders that are also board members specifies that the Restricted Stock Exchange Amount will be paid in two equal amounts to be include in such board member’s board retainer payment with the first to be paid with fourth quarter 2020 board retainer and the second to be paid with the first quarter 2021 board retainer. Board fees are paid in arrears. The RSCE Agreements signed by Messrs. Disbrow and Green specify that their respective Restricted Stock Exchange Amount will be paid in two equal payments with the first to be paid on June 30, 2020 and the next to be paid on July 1, 2021. The RSCE Agreement provides that upon the occurrence of a “Change in Control” or “Separation Event, the Restricted Stock Exchange Amount will be paid within thirty (30) days of the occurrence of such event. In connection with the RSCE Agreement the following officers and directors received the following Restricted Stock Exchange Amount in exchange for their portion of the November Equity Grant.
| 4.1 | Form of Wainwright Warrant |
| 10.1 | Form of Restricted Stock Cancelation and Exchange Agreement |
AYTU BIOSCIENCE, INC Exhibit
EX-4.1 2 ea123752aex4-1_aytubio.htm FORM OF WAINWRIGHT WARRANT Exhibit 4.1 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Aytu BioScience,…
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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.
