Aytu BioPharma (AYTU) Form 4 AYTU BIOSCIENCE / Steven Boyd ownership change

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 NY 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)
04/27/2020

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/27/2020		M		5,000,000	A	$1.25	5,108,921	D(1)
Common Stock	04/27/2020		M		0	A	$0	5,108,921	I	See Footnote 1
Common Stock	04/27/2020		S		5,108,921	D	$1.82(2)	0	D(1)
Common Stock	04/27/2020		S		0	D	$0	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants	$1.25	04/27/2020		M			5,000,000	(3)	01/10/2025	Common Stock	5,000,000	$0	0	D(1)
Warrants	$1.25	04/27/2020		M			0	(3)	01/10/2025	Common Stock	0	$0	0	I	See Footnote 1
Warrants	$15.75(5)							(4)	03/21/2022	Common Stock	85,151(5)		85,151(5)	D(1)
Warrants	$15.75(5)							(4)	03/21/2022	Common Stock	0		85,151(5)	I	See Footnote 1
Warrant	$10.8							(4)	03/06/2023	Common Stock	222,222		222,222	D(1)
Warrant	$10.8							(4)	03/06/2023	Common Stock	0		222,222	I	See Footnote 1
Warrant	$10.8							(4)	03/23/2023	Common Stock	100,000		100,000	D(1)
Warrant	$10.8							(4)	03/23/2023	Common Stock	0		100,000	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 NY 10022

(City) (State) (Zip)

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 E9 KY1-1104

(City) (State) (Zip)

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 NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. The reported shares of the issuer's common stock (the "Shares") are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund"), and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), a Delaware limited liability company, 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 is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. This constitutes the weighted average sale price. The prices ranged from $1.70 to $2.09. The Reporting Person 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.

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.

4. 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 4.99% beneficial owner of the Shares following such exercise.

5. These are the same warrants reported as having been acquired by the Master Fund in the Form 4 filed by the Reporting Persons in respect of the issuer on February 10, 2020. The amount of Shares and other consideration that the Master Fund is entitled to receive upon its full exercise of the warrants was misstated in that filing and is corrected hereby. In particular, at the time of the merger between the Issuer and Innovus Pharmaceuticals, Inc. ("Innovus") that became effective on February 14, 2020 (the "Merger"), the Master Fund held certain warrants to acquire 76,191 shares of Innovus' common stock at an exercise price of $15.75 per share. Pursuant to the Merger, those warrants became exercisable for: (i) 85,151 Shares; and (ii) any remaining non-transferable contingent value rights held by the Master Fund, which represent the Master Fund's right to receive certain payments in the form of additional Shares and/or cash if specified revenue and profitability milestones are achieved.

	Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member	04/29/2020
	Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director	04/29/2020
	/s/ Steven Boyd	04/29/2020
	** Signature of Reporting Person	Date
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