Aytu BioScience, Inc.
373 Inverness Parkway, Suite 206
Englewood, CO 80112
February 28, 2018
EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Aytu BioScience, Inc. | |
| Registration Statement on Form S-1 | ||
| File No. 333-222994 |
Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Aytu BioScience, Inc. (the “Company”) respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become effective at 5:00 p.m., Eastern Time, on March 1, 2018, or as soon thereafter as possible.
The Company hereby acknowledges the following:
| · | that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| · | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| · | the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
| Aytu BioScience, Inc. | |
| /s/Joshua R. Disbrow | |
| Name: Joshua R. Disbrow Title: Chief Executive Officer |
