Filing Details

Daniel Radden

c/o Armistice Capital LLC

510 Madison Avenue

7^th Floor

New York, NY 10022

Telephone Number: 212-231-4930

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

The name of the issuer is Aytu Bioscience, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 373 Inverness Parkway, Suite 206, Englewood, Colorado 80112. This Amendment No. 3 to Schedule 13D relates to the Issuer's Common Stock, par value $.0001 per share (the "Shares").

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) that is principally engaged in the business of providing investment management services to private investment vehicles, including the Master Fund. The principal business address of Armistice Capital is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

The Master Fund is principally engaged in the business of investing in securities. The principal business address of the Master Fund is c/o dms Corporate Services Ltd., 20 Genesis Close, P.O. Box 314, Grand Cayman KY1-1104, Cayman Islands. The board of directors of the Master Fund consists of Steven Boyd, Kevin A. Phillip and Gregory S. Bennett.

Steven Boyd is the managing member of Armistice Capital and a director of the Master Fund. Mr. Boyd’s business address is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

On October 11, 2019, the Issuer and the Master Fund entered in to a securities purchase agreement (the “Securities Purchase Agreement”) pursuant to which the Master Fund acquired from the Issuer in a private placement (the “Private Placement”): (i) 5,000 shares of the Issuer’s Series F Convertible Preferred Stock (the “Series F Preferred Stock”); and (ii) 5,000,000 Common Stock Purchase Warrants (the “Warrants”). The aggregate subscription amount paid by the Master Fund for the Series F Convertible Preferred Stock and Warrants acquired by it pursuant to the Securities Purchase Agreement was $5,000,000.

Each share of the Series F Preferred Stock has a stated value of $1,000. The Series F Preferred Stock is not convertible until the Issuer obtains stockholder approval as required by applicable NASDAQ rules (“Shareholder Approval”). After the Issuer obtains Shareholder Approval, the Series F Preferred Stock is convertible into Shares (any such Shares received by the Master Fund upon conversion, “Conversion Shares”) at any time at the option of the Master Fund at a conversion price of $1.00 (the “Conversion Price”); provided, however, that the Master Fund is subject to a blocker provision that prevents it from converting its Series F Preferred Stock if it would be more than a 40% beneficial owner of the Shares following such conversion. The Conversion Price is subject to adjustment in the case of stock splits, stock dividends, combinations of Shares and similar recapitalization transactions. In addition, the Series F Preferred Stock is subject to anti-dilution provisions until such time that is the earlier of: (i) the two-year anniversary date of the original issuance date; and (ii) when 85% of the Series F Preferred Stock has been converted.

The Warrants have an exercise price of $1.25 per Share (any such Shares received by the Master Fund upon exercise, “Warrant Shares”) and contain cashless exercise provisions; provided, however, that the Master Fund is subject to a subject to a blocker provision that prevents it from exercising the Warrants if it would be more than a 40% beneficial owner of the Shares following such exercise. The Warrants become exercisable after the Issuer obtains Shareholder Approval and will expire five years from the time a registration statement covering the Conversion Shares and Warrant Shares is declared effective by the SEC.

In connection with the Private Placement, the Issuer and the Master Fund also entered into a Registration Rights Agreement dated October 11, 2019 (the “Registration Rights Agreement”) pursuant to which the Issuer agreed to file a registration statement (“Registration Statement”) with the SEC within 90 days for purposes of registering the resale of the Conversion Shares and Warrant Shares. The Issuer also agreed to use its best efforts to cause the Registration Statement to be declared effective within 120 days, or, in the event of a “full review” by the SEC, within 150 days.

The foregoing was a summary of certain material terms of the: (i) Securities Purchase Agreement; (ii) Issuer’s Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock (the “Series F COD”); (iii) Warrants; and (iv) Registration Rights Agreement. The foregoing descriptions are not, and do not purport to be, complete and, except as otherwise described above, are qualified in their entirety by reference to the full text of the forms of those documents, which have been filed as Exhibits B, C, D and E, respectively, and are incorporated herein by reference.

Mr. Boyd currently serves as a member of the Issuer’s board of directors (the “Board”).

The Reporting Persons purchased the Shares for investment in the ordinary course of their investment activities based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and/or the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, reshaping the Issuer's corporate strategy, recommending business development transactions, proposing changes to management, operations and the structure of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of 8,380,064 Shares, constituting 40.0% of the Shares, based upon 20,948,071 Shares outstanding as of the date hereof, as adjusted for warrants and convertible preferred stock beneficially owned by the Reporting Persons. Each of the Reporting Persons has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 8,380,064 Shares. Each of the Reporting Persons has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 8,380,064 Shares.

Other than the transaction described in Item 4 above, there have been no transactions in the Shares by the Reporting Persons during the past sixty days.

(e)

N/A

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6. The Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described in: (i) this Item 6; (ii) Item 4 above; (iii) attached hereto and/or incorporated herein by reference; and/or (iv) described in a prior Schedule 13D filed by the Reporting Persons in respect of the Issuer.

Joint Filing Agreement

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed with the SEC by the Issuer on October 15, 2019)

Form of Series F COD (incorporated by reference to Exhibit 3.1 to the Form 8-K filed with the SEC by the Issuer on October 15, 2019)

Form of Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed with the SEC by the Issuer on October 15, 2019)

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Director