Armistice Capital 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

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	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)
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	02/14/2020		J⁽¹⁾		335,279	A	⁽¹⁾	8,285,279	D⁽²⁾
Common Stock	02/14/2020		J⁽¹⁾		0	A	$0	8,285,279	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)
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	⁽³⁾⁽⁴⁾	02/14/2020		J⁽³⁾⁽⁴⁾		1,918,587		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	1,918,587⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	1,918,587⁽³⁾⁽⁴⁾	D⁽²⁾
Series H Convertible Preferred Stock	⁽³⁾⁽⁴⁾	02/14/2020		J⁽³⁾⁽⁴⁾		0		⁽³⁾⁽⁴⁾	⁽³⁾⁽⁴⁾	Common Stock	0	$0	1,918,587⁽³⁾⁽⁴⁾	I	See Footnote 2
Warrants	$15.75	02/14/2020⁽¹⁰⁾		J⁽¹⁰⁾		85,191		⁽¹⁰⁾	03/21/2022	Common Stock	85,191	⁽¹⁰⁾	85,191	D⁽²⁾
Warrants	$15.75	02/14/2020⁽¹⁰⁾		J⁽¹⁰⁾		0		⁽¹⁰⁾	03/21/2022	Common Stock	0	$0	85,191	I	See Footnote 2
Series F Convertible Preferred Stock	$1⁽⁵⁾⁽⁶⁾⁽⁷⁾							⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock	5,000,000⁽⁵⁾⁽⁶⁾⁽⁷⁾		5,000,000⁽⁵⁾⁽⁶⁾⁽⁷⁾	D⁽²⁾
Series F Convertible Preferred Stock	$1⁽⁵⁾⁽⁶⁾⁽⁷⁾							⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock	0		5,000,000⁽⁵⁾⁽⁶⁾⁽⁷⁾	I	See Footnote 2
Warrants	$1.25⁽⁵⁾⁽⁶⁾⁽⁷⁾							⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock	5,000,000		5,000,000	D⁽²⁾
Warrants	$1.25⁽⁵⁾⁽⁶⁾⁽⁷⁾							⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock	0		5,000,000	I	See Footnote 2
Warrant	$1							⁽⁸⁾	04/18/2024	Common Stock	4,403,409		4,403,409	D⁽²⁾
Warrant	$1							⁽⁸⁾	04/18/2024	Common Stock	0		4,403,409	I	See Footnote 2
Warrant	$10.8							⁽⁹⁾	03/06/2023	Common Stock	222,222		222,222	D⁽²⁾
Warrant	$10.8							⁽⁹⁾	03/06/2023	Common Stock	0		222,222	I	See Footnote 2
Warrant	$10.8							⁽⁹⁾	03/23/2023	Common Stock	100,000		100,000	D⁽²⁾
Warrant	$10.8							⁽⁹⁾	03/23/2023	Common Stock	0		100,000	I	See Footnote 2
Warrant	$1.5							⁽⁹⁾	10/09/2023	Common Stock	3,907,165		3,907,165	D⁽²⁾
Warrant	$1.5							⁽⁹⁾	10/09/2023	Common Stock	0		3,907,165	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

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

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

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. These securities were acquired pursuant to a merger between the Issuer and Innovus Pharmaceuticals, Inc. ("Innovus") that became effective on February 14, 2020 (the "Merger"). As the holder of 300,000 shares of Innovus' common stock 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 the Issuer's common stock (collectively, the "Shares"); (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 and/or cash if specified revenue and profitability milestones are achieved. On the effective date of the Merger, the closing price of Innovus' common stock was $1.23 per share, and the closing price of the Shares was $0.79 per Share.

2. The reported securities are directly owned by 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.

3. Prior to the Merger, the Master Fund was the holder of certain Innovus warrants (collectively, the "Innovus Warrants") and was entitled to receive from the Issuer a cash payment for those Innovus Warrants in connection with the Merger. On February 14, the Master Fund, the Issuer and Innovus entered into a warrant exchange agreement (the "Warrant Exchange Agreement") pursuant to which the Master Fund agreed to exchange its Innovus Warrants for 1,918,587 shares of the Issuer's series H convertible preferred stock, par value $0.0001 per share (the "Series H Preferred Stock").

4. (Continued from Footnote 3) The Series H Preferred Stock has no expiration date and is convertible into 1,918,587 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.

5. On October 11, 2019, the Issuer and the Master Fund entered in to 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.

6. (Continued from Footnote 5) 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

7. (Continued from Footnote 6) 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.

8. 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.

9. 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.

10. These warrants, which were acquired on March 21, 2017, were exercisable for shares of Innovus' common stock 2017 and became warrants exercisable for Shares as of the effective date of the Merger. These warrants are 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.

	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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Armistice Capital Form 4AYTU BIOSCIENCE / Steven Boyd ownership change