Innovus Pharmaceuticals Form 4 INNOVUS PHARMACEUTICALS / 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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X

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
INNOVUS PHARMACEUTICALS, INC. [ INNV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2020

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	02/14/2020		J(1)		300,000	D	(1)	0	D(2)
Common Stock	02/14/2020		J(1)		0	D	$0	0	I	See Footnote 2

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
Series A Common Stock Purchase Warrant	$15.75	02/14/2020		J(6)			76,190	(4)	03/21/2022	Common Stock	76,190	(6)	0(6)	D(2)
Series A Common Stock Purchase Warrant	$15.75	02/14/2020		J(6)			0	(4)	03/21/2022	Common Stock	0	$0	0(6)	I	See Footnote 2
Series A Warrant	$7.35	02/14/2020		J(3)			431,489	(4)	09/18/2020	Common Stock	431,489	(3)	0(3)	D(2)
Series A Warrant	$7.35	02/14/2020		J(3)			0	(4)	09/18/2020	Common Stock	0	$0	0(3)	I	See Footnote 2
Series B Warrant	$8.4	02/14/2020		J(3)			431,489	(4)	09/18/2024	Common Stock	431,489	(3)	0(3)	D(2)
Series B Warrant	$8.4	02/14/2020		J(3)			0	(4)	09/18/2024	Common Stock	0	$0	0(3)	I	See Footnote 2
Series C Prefunded Warrant	$0.001	02/14/2020		J(3)			200,637	(4)	(5)	Common Stock	200,637	(3)	0(3)	D(2)
Series C Prefunded Warrant	$0.001	02/14/2020		J(3)			0	(4)	(5)	Common Stock	0	$0	0(3)	I	See Footnote 2

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. These securities were disposed of pursuant to a merger between the Issuer and Aytu Bioscience, Inc. ("Aytu") that became effective on February 14, 2020 (the "Merger"). As the holder of 300,000 shares of the Issuer's common stock (collectively, the "Shares") on the effective date of the Merger, Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), received pursuant to the Merger: (i) 335,279 shares of Aytu's common stock; (ii) cash in lieu of the issuance of fractional shares; and (iii) 300,000 non-transferable contingent value rights representing the right to receive certain payments in the form of additional shares of Aytu's common stock and/or cash if specified revenue and profitability milestones are achieved. On the effective date of the Merger, the closing price of the Shares was $1.23 per Share, and the closing price of Aytu's common stock was $0.79 per share.

2. The reported securities were directly owned by the Master Fund. The reported securities may have been 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 have been 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 disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were 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.

3. Prior to the Merger, the Master Fund was the holder of these warrants of the Issuer (collectively, the "Warrants") and was entitled to receive from Aytu a cash payment for those Warrants in connection with the Merger. On February 14, 2020, the Master Fund, the Issuer and Aytu entered into a warrant exchange agreement pursuant to which the Master Fund agreed to exchange its Warrants for 1,918,587 shares of Aytu's series H convertible preferred stock.

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 Common Shares following such exercise.

5. These warrants do not have an expiration date.

6. These warrants became warrants to purchase shares of Aytu's common stock as of the effective date of the Merger.

	Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member	02/19/2020
	Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director	02/19/2020
	/s/ Steven Boyd	02/19/2020
	** Signature of Reporting Person	Date
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