INNOVUS PHARMACEUTICALS (OTCMKTS:INNV) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
At the effective time of the Merger on February 14, 2020 (the “Effective Time”), each share of Innovus common stock, par value $0.001 per share (“Innovus Common Stock”) issued and outstanding immediately prior to the Effective Time (except for shares held by a holder who properly exercised and perfected appraisal rights under Nevada law, if any) was converted into the right to receive (i) 1.1176 shares of Aytu common stock, par value $0.0001 per share (“Aytu Common Stock”), and cash in lieu of fractional shares (the “Initial Consideration”) and (ii) one (1) non-transferrable contingent value right (each, a “CVR” and collectively, the “CVRs”) representing the right to receive certain payments in the form of additional shares of Aytu Common Stock and/or cash if specified operational milestones are achieved, as set forth in the Contingent Value Rights Agreement (the “CVR Agreement”).
As of the Effective Time, the vesting of each outstanding Innovus restricted stock unit was accelerated, and settled into shares of Innovus Common Stock, and any outstanding and unvested stock option to purchase Innovus Common Stock was terminated. In addition, as of the Effective Time, all outstanding warrants to purchase shares of Innovus Common Stock were either converted into warrants to receive merger consideration provided to Innovus stockholders, including any remaining claims represented by CVRs at the time of exercise, in accordance with a warrant exchange agreement by and between the applicable warrant holders and Aytu.
The foregoing description of the Merger Agreement, the CVR Agreement and the Merger is not complete and is qualified in its entirety by reference to the Merger Agreement and the CVR Agreement, which was included as Exhibit 2.1 and 10.1, respectively, to the Company’s Current Report filed on Form 8-K with the Securities and Exchange Commission (the “SEC”) on September 18, 2019, and is incorporated into this item by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, FINRA has informed the Company that the Merger has been announced to and effected in the OTC marketplace and the Company’s Common Stock will no longer be quoted on the OTCQB marketplace of the OTC Markets Group, Inc. The Company intends to file a Form 15 with the SEC to terminate the registration of the Company Common Stock under the Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend the Company’s reporting obligations under the Exchange Act with respect to the Company’s Common Stock.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01. Changes in Control of Registrant.
The disclosure set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. The total aggregate value of the consideration payable in the transaction was approximately $3.0 million and up to $16 million if all milestones set forth in the CVR Agreement are achieved.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In connection with the consummation of the Merger, all of the members of the board of directors of the Company immediately prior to the Effective Time ceased to be directors of the Company at the Effective Time. The disclosure set forth in Item 2.01 is incorporated herein by reference. Dr. Bassam Damaj, Mr. Ryan Selhorn and Mr. Randy Berholtz will continued to be employed by Company following the Merger.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As of the Effective Time, the Company’s Amended and Restated Articles of Incorporation of the Company that was in effect immediately before the Effective Time was replaced with the Certificate of Incorporation of Merger Sub in the form attached hereto as Exhibit 3.1. As of the Effective Time, the Bylaws of the Merger Sub that were in effect immediately before the Effective Time became the Bylaws of the Company, in the form attached hereto as Exhibit 3.2.
Item 9.01 Financial Statements and Exhibits.
| * | Annexes, schedules and/or exhibits have been omitted to Item 601(a)(5) of Regulation S-K. Innovus Pharmaceuticals, Inc. hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. |
About INNOVUS PHARMACEUTICALS (OTCMKTS:INNV)
Innovus Pharmaceuticals, Inc. is a pharmaceutical company engaged in the commercialization, licensing, and development of non-prescription medicine and consumer care products to improve men’s and women’s health and vitality and respiratory diseases. The Company markets approximately five products in the United States and six in a range of countries around the world through its commercial partners. It has commercial agreements in over 60 countries around the world through its commercial partners. Its marketed products include Zestra, EjectDelay, Sensum+, Zestra Glide, Vesele and Androferti. In addition, the Company has a pipeline of over three additional products, including FlutiCare Over-The-Counter (OTC) for Allergic Rhinitis; Urocis XR, an extended release of Vaccinium Marcocarpon (cranberry), and AndroVit, a supplement to support overall prostate and male sexual health, which is marketed in Europe.