AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
On March 31, 2017, we entered into and closed on an Asset
Purchase Agreement with Allegis Holdings, LLC (the Purchaser). to
the agreement, we sold to the Purchaser all of our assets related
to our product known as Primsol (trimethoprim solution),
including certain intellectual property and contracts, inventory,
work in process and all marketing assets and materials related
solely to Primsol (together, the Primsol Asset). We retain any
liability associated with the Primsol Asset that occurred prior
to the closing. The Purchaser paid us $1,750,000 at the closing
for the Primsol Asset.
The agreement contains customary representations and warranties
and covenants by each party. The agreement contains customary
indemnification provisions by each party, including, subject to
certain limitations, the indemnification by each party for any
losses arising out of any breach of the other partys
representations or warranties or any breach or failure to perform
any of its covenants under the agreement, as well as any
liabilities related to the Primsol Asset prior to the closing (as
to the Purchaser) and after the closing (as to us).
The agreement also provides that for a period of 24 months after
the closing we will not directly or indirectly sell, market,
promote, advertise or distribute anywhere in the world any liquid
urinary tract anti-infective pharmaceutical or treatment product
containing trimethoprim.
We have evaluated this transaction and concluded that it is not
significant to our business.
The foregoing summary of the material terms of the agreement does
not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the agreement. The agreement
will be filed as an exhibit to our Form 10-Q for the quarter
ended March 31, 2017. The press release announcing the
disposition of the Primsol Asset is filed herewith as Exhibit
99.1 and is incorporated by reference into this Current Report on
Form 8-K.
| Item 2.01. |
Completion of Acquisition or Disposition of Assets. |
The information in Item 1.01 of this Current Report is
incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits. |
| Exhibit No. | Description of Exhibit |
| 99.1 | Press release dated April 3, 2017. |
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. AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU) Recent Trading Information
AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU) closed its last trading session down -0.049 at 0.781 with 26,374 shares trading hands.