AYTU BIOSCIENCE, INC. (OTCMKTS:AYTU) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On March 1, 2017, Aytu BioScience, Inc. (the Company) issued a
press release announcing the completion of its tender offer (the
Tender Offer) to exercise, at a temporarily reduced exercise
price of $0.75 per share, certain series of warrants to purchase
common stock, par value $0.0001 per share (the Common Stock), of
the Company. A copy of the press release is furnished as Exhibit
99.1 hereto.
Item 8.01 Other Events.
On February 28, 2017, the Company consummated its Tender Offer to
exercise, at a temporarily reduced exercise price of $0.75 per
share, (i) outstanding warrants to purchase 1,733,322 shares of
Common Stock with an exercise price of $6.00 per share, which
were originally issued to investors in the Companys May 2016
financing (the May 2016 Warrants), and (ii) outstanding warrants
to purchase 6,020,245 shares of Common Stock with an exercise
price of $1.86 per share, which were originally issued to
investors in the Companys October 2016 financing (the October
2016 Warrants and together with the May 2016 Warrants, the
Original Warrants).
The Tender Offer expired at 11:59 p.m. Eastern Time on the
evening of February 27, 2017 (the Expiration Date). Original
Warrants to purchase an aggregate of 2,991,041 shares of Common
Stock were tendered and exercised in the Tender Offer, for
aggregate gross proceeds to the Company of approximately $2.2
million. Original Warrants tendered and exercised represent
approximately 38.6% of the Original Warrants outstanding
immediately prior to the Expiration Date. Original Warrants that
were not tendered and exercised remain in effect at the
pre-Tender Offer exercise prices of $6.00 per share and $1.86 per
share, respectively.
Joseph Gunnar Co., LLC and Fordham Financial Management, Inc.
acted as warrant solicitation agents and received a fee equal to
6% of the aggregate gross proceeds to the Company, plus
reimbursement of approximately $25,000 in out-of-pocket expenses
and indemnification against certain liabilities. The Company also
reduced the exercise prices of an aggregate of 510,825 warrants
to purchase shares of Common Stock, which were originally issued
as underwriters compensation in the May 2016 and October 2016
financings, from $6.00 per share and $1.86 per share,
respectively, to $0.75 per share, in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended, and similar state laws. The forms of the
amended and restated underwriters warrants for the May 2016 and
October 2016 financings, giving effect to the reduction in
exercise price, are filed as Exhibits 4.1 and 4.2 hereto,
respectively. Such underwriters warrants were not otherwise
included in the Tender Offer.
The exercise of Original Warrants for Common Stock in the Tender
Offer was effected to a Post-Effective Amendment on Form S-1 to
the existing Registration Statements on Form S-1 (File Nos.
333-210144 and 333-213738), which was declared effective by the
Securities and Exchange Commission (the SEC) on February 8, 2017,
by means of a prospectus dated February 9, 2017 and filed with
the SEC on February 10, 2017, as amended.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 4.1 |
Form of Amended and Restated Underwriters Warrant (May 2016 Financing) |
|
| 4.2 |
Form of Amended and Restated Underwriters Warrant (October 2016 Financing) |
|
| 99.1 | Press release dated March 1, 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 00.000 at 0.936 with 62,757 shares trading hands.
