Filing Details

Accession Number:
0000919574-20-002393
Form Type:
4
Zero Holdings:
No
Publication Time:
2020-03-12 19:49:23
Reporting Period:
2020-03-10
Accepted Time:
2020-03-12 19:49:23
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1385818 Aytu Bioscience Inc AYTU Pharmaceutical Preparations (2834) 470883144
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1601086 Armistice Capital, Llc 510 Madison Avenue, 7Th Floor
New York NY 10022
Yes No No No
1633584 Ltd. Fund Master Capital Armistice C/O Dms Corporate Services Ltd.
20 Genesis Close, P.o. Box 314
Grand Cayman E9 KY1-1104
Yes No No No
1706140 Steven Boyd C/O Armistice Capital, Llc
510 Madison Avenue, 7Th Floor
New York NY 10022
Yes No No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2020-03-10 1,918,587 $0.00 10,203,867 No 4 M Direct
Common Stock Acquisiton 2020-03-10 0 $0.00 10,203,867 No 4 M Indirect See Footnote 1
Common Stock Acquisiton 2020-03-10 5,000,000 $1.00 15,203,867 No 4 M Direct
Common Stock Acquisiton 2020-03-10 0 $0.00 15,203,867 No 4 M Indirect See Footnote 1
Common Stock Acquisiton 2020-03-10 4,403,409 $1.00 19,609,276 No 4 M Direct
Common Stock Acquisiton 2020-03-10 0 $0.00 19,609,276 No 4 M Indirect See Footnote 1
Common Stock Disposition 2020-03-10 1,487,639 $1.30 18,119,637 No 4 F Direct
Common Stock Disposition 2020-03-10 0 $0.00 18,119,637 No 4 F Indirect See Footnote 1
Common Stock Acquisiton 2020-03-10 3,907,165 $1.50 22,026,802 No 4 M Direct
Common Stock Acquisiton 2020-03-10 0 $0.00 22,036,802 No 4 M Indirect See Footnote 1
Common Stock Disposition 2020-03-10 19,569,979 $1.47 2,456,823 No 4 S Direct
Common Stock Disposition 2020-03-10 0 $0.00 2,456,823 No 4 S Indirect See Footnote 1
Common Stock Disposition 2020-03-10 2,456,822 $0.99 1 No 4 S Direct
Common Stock Disposition 2020-03-10 0 $0.00 1 No 4 S Indirect See Footnote 1
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 M Direct
No 4 M Indirect See Footnote 1
No 4 M Direct
No 4 M Indirect See Footnote 1
No 4 M Direct
No 4 M Indirect See Footnote 1
No 4 F Direct
No 4 F Indirect See Footnote 1
No 4 M Direct
No 4 M Indirect See Footnote 1
No 4 S Direct
No 4 S Indirect See Footnote 1
No 4 S Direct
No 4 S Indirect See Footnote 1
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series H Convertible Preferred Stock Disposition 2020-03-10 1,918,587 $0.00 1,918,587 $0.00
Common Stock Series H Convertible Preferred Stock Disposition 2020-03-10 0 $0.00 0 $0.00
Common Stock Series F Convertible Preferred Stock Disposition 2020-03-10 5,000 $0.00 5,000,000 $1.00
Common Stock Series F Convertible Preferred Stock Disposition 2020-03-10 0 $0.00 0 $1.00
Common Stock Warrant Disposition 2020-03-10 4,403,409 $0.00 4,403,409 $1.00
Common Stock Warrant Disposition 2020-03-10 0 $0.00 0 $1.00
Common Stock Warrant Disposition 2020-03-10 3,907,165 $0.00 3,907,165 $1.50
Common Stock Warrant Disposition 2020-03-10 0 $0.00 0 $1.50
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 M Direct
0 No 4 M Indirect
0 No 4 M Direct
0 No 4 M Indirect
0 2024-04-18 No 4 M Direct
0 2024-04-18 No 4 M Indirect
0 2023-10-09 No 4 M Direct
0 2023-10-09 No 4 M Indirect
Footnotes
  1. The reported securities are directly owned by Armistice Capital Master Fund Ltd. (the "Master Fund"). The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
  2. The Series H Preferred Stock has no expiration date and is convertible into 1,918,587 shares of the issuer's common stock (collectively, the "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 H 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, as well as to anti-dilution provisions set forth in the Issuer's Certificate of Designation of Preferences, Rights and Limitations of Series H Preferred Stock.
  3. On October 11, 2019, the Issuer and the Master Fund entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Master Fund acquired from the Issuer in a 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.
  4. (Continued from Footnote 3) 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;
  5. (Continued from Footnote 4) 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 are currently exercisable and will expire five years from the time a registration statement covering the Conversion Shares and Warrant Shares is declared effective by the Securities and Exchange Commission.
  6. Represents cashless net exercise of warrants exempt from Section 16(b) pursuant to Rule 16b-3. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than a 40% beneficial owner of the Shares following such exercise.
  7. Represents exercise of derivatives exempt from Section 16(b) pursuant to Rule 16b-3.
  8. Represents exercise of warrants exempt from Section 16(b) pursuant to Rule 16b-3. These warrants are currently exercisable, subject to a blocker provision that prevents the Master Fund from exercising the warrants if it would be more than 9.99%.
  9. This figure includes one extra share of Common Stock that was unintentionally omitted from the previous Form 4 of the Reporting Persons filed on February 19, 2020 (the "Prior Form 4"). This extra share of Common Stock was received as part of the Merger (as defined in the Prior Form 4).
  10. This constitutes the weighted average sale price. The prices range from $1.05 to $2.05. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.
  11. This constitutes the weighted average sale price. The prices range from $0.95 to $1.04. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the issuer, or a security holder of the issuer, full information regarding the number of shares sold at each separate price.