SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last)

(First)

(Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AYTU BIOSCIENCE, INC [ AYTU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/10/2020		M⁽²⁾		1,918,587	A	⁽²⁾	10,203,867⁽⁹⁾	D⁽¹⁾
Common Stock	03/10/2020		M⁽²⁾		0	A	⁽²⁾	10,203,867	I	See Footnote 1
Common Stock	03/10/2020		M⁽⁷⁾		5,000,000	A	$1	15,203,867	D⁽¹⁾
Common Stock	03/10/2020		M⁽⁷⁾		0	A	$0	15,203,867	I	See Footnote 1
Common Stock	03/10/2020		M⁽⁶⁾		4,403,409	A	$1	19,609,276	D⁽¹⁾
Common Stock	03/10/2020		M⁽⁶⁾		0	A	$0	19,609,276	I	See Footnote 1
Common Stock	03/10/2020		F⁽⁶⁾		1,487,639	D	$1.3	18,119,637	D⁽¹⁾
Common Stock	03/10/2020		F⁽⁶⁾		0	D	$0	18,119,637	I	See Footnote 1
Common Stock	03/10/2020		M⁽⁸⁾		3,907,165	A	$1.5	22,026,802	D⁽¹⁾
Common Stock	03/10/2020		M⁽⁸⁾		0	A	$0	22,036,802	I	See Footnote 1
Common Stock	03/10/2020		S		19,569,979	D	$1.47⁽¹⁰⁾	2,456,823	D⁽¹⁾
Common Stock	03/10/2020		S		0	D	$0	2,456,823	I	See Footnote 1
Common Stock	03/10/2020		S		2,456,822	D	$0.99⁽¹¹⁾	1	D⁽¹⁾
Common Stock	03/10/2020		S		0	D	$0	1	I	See Footnote 1

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series H Convertible Preferred Stock	⁽²⁾	03/10/2020		M⁽²⁾			1,918,587	⁽²⁾	⁽²⁾	Common Stock	1,918,587⁽²⁾	⁽²⁾⁽³⁾	0	D⁽¹⁾
Series H Convertible Preferred Stock	⁽²⁾	03/10/2020		M⁽²⁾			0	⁽²⁾	⁽²⁾	Common Stock	0	$0	0	I	See Footnote 1
Series F Convertible Preferred Stock	$1⁽³⁾⁽⁴⁾⁽⁵⁾	03/10/2020		M⁽⁷⁾			5,000	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	5,000,000⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	0	D⁽¹⁾
Series F Convertible Preferred Stock	$1⁽³⁾⁽⁴⁾⁽⁵⁾	03/10/2020		M⁽⁷⁾			0	⁽³⁾⁽⁴⁾⁽⁵⁾	⁽³⁾⁽⁴⁾⁽⁵⁾	Common Stock	0	$0	0	I	See Footnote 1
Warrant	$1	03/10/2020		M⁽⁶⁾			4,403,409	⁽⁶⁾	04/18/2024	Common Stock	4,403,409	$0	0	D⁽¹⁾
Warrant	$1	03/10/2020		M⁽⁶⁾			0	⁽⁶⁾	04/18/2024	Common Stock	0	$0	0	I	See Footnote 1
Warrant	$1.5	03/10/2020		M⁽⁸⁾			3,907,165	⁽⁸⁾	10/09/2023	Common Stock	3,907,165	$0	0	D⁽¹⁾
Warrant	$1.5	03/10/2020		M⁽⁸⁾			0	⁽⁸⁾	10/09/2023	Common Stock	0	$0	0	I	See Footnote 1

1. Name and Address of Reporting Person^*

ARMISTICE CAPITAL, LLC

(Last)

(First)

(Middle)

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Armistice Capital Master Fund Ltd.

(Last)

(First)

(Middle)

C/O DMS CORPORATE SERVICES LTD.

20 GENESIS CLOSE, P.O. BOX 314

(Street)

GRAND CAYMAN

KY1-1104

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Boyd Steven

(Last)

(First)

(Middle)

C/O ARMISTICE CAPITAL, LLC

510 MADISON AVENUE, 7TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

Explanation of Responses:

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.

Remarks:

The Reporting Persons realized short-swing profits under Section 16(b) of the Exchange Act as a result of sales of the Issuer's common stock reported herein being matched against previous purchases of common stock by the Reporting Persons made in December 2019. On March 12, 2020, the Reporting Persons agreed to disgorge $92,879.85 to the Issuer, representing the short-swing profits realized by the Reporting Persons.

	Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member	03/12/2020
	Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director	03/12/2020
	/s/ Steven Boyd	03/12/2020
	** Signature of Reporting Person	Date
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