UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): March 23, 2018

Registrant’s Telephone Number, Including Area Code: (720) 437-6580

 
Copies to:

Gregory Sichenzia, Esq.

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37^th Floor

New York, New York 10036

Telephone: (212) 930-9700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On March 23, 2018, Aytu BioScience, Inc. (the “Company”) entered into a Warrant Exercise Agreement with a holder (“Holder”) of the Company’s outstanding warrants (the “Warrant”). Pursuant to the Exercise Agreement, the Company agreed to reduce the exercise price of the Holder’s Warrant from $3.60 to one cent less than the closing price on the last trading day prior to the exercise date ($0.41 per share) provided that the Holder exercised the Warrant for cash by March 23, 2018 and the Company also agreed to issue the Holder a new Warrant to purchase 2,000,000 shares of the Company’s common stock at an exercise price of $.54 per share. In accordance with the Exercise Agreement, the Holder exercised the Warrant and the Company received net proceeds of $615,000.

The form of Warrant Exercise Agreement(including the New Warrant) is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference.

In connection with the foregoing, the Company relied upon the exemption from securities registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended for transactions not involving a public offering.

Item 3.02 Unregistered Sales of Equity Securities.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Item 3.03. Material Modification to Rights of Security Holders.

The response to this item is included in Item 1.01, Entry into a Material Definitive Agreement, and is incorporated herein in its entirety.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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