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EX-3.1 - ARTICLES OF INCORPORATION / BYLAWS - AYTU BIOPHARMA, INC | aytu_ex31.htm |
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):
December
8, 2020
AYTU
BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-38247
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47-0883144
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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373 Inverness Parkway, Suite 206
Englewood, CO 80112
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code: (720) 437-580
N/A
(Former name or former address, if changed since last
report)
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:
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section
12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per share
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AYTU
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The
NASDAQ Stock Market LLC
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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
3.03 - Material Modification to Rights of Security
Holders
Aytu
BioScience, Inc. (“the Company” or “Aytu”)
Board of Directors approved a 1-for-10 reverse stock split of the
Company's common stock, which will be effective at 8:00 a.m.
Eastern Time on Tuesday, December 8, 2020. The Company's
stockholders approved the reverse stock split at an Annual Meeting
of Stockholders on April 23, 2020. The Company's shares will begin
trading on a split-adjusted basis on the Nasdaq Capital Market
commencing upon market open on December 9, 2020.
As a
result of the reverse split, every 10 shares of the Company's
issued and outstanding common stock will be automatically combined
and converted into one issued and outstanding share of common
stock, par value $0.0001 per share. The Company will not issue any
fractional shares in connection with the reverse stock split.
Instead, the number of shares will be rounded up to the next whole
number. The reverse stock split will not modify the rights or
preferences of the common stock.
Immediately after
the reverse split becomes effective, there will be approximately
12,949,570 million shares of common stock issued and outstanding.
The common shares will trade under a new CUSIP number, 054754874,
effective December 9, 2020, and continue to trade under the symbol
“AYTU.” All stock options and warrants of the Company
outstanding immediately prior to the reverse stock split have been
proportionally adjusted.
The
Company has appointed its transfer agent, Issuer Direct, to act as
exchange agent for the reverse stock split. Stockholders owning
shares via a bank, broker or other nominee will have their
positions automatically adjusted to reflect the reverse stock split
and will not be required to take further action in connection with
the reverse stock split, subject to brokers' particular processes.
Issuer Direct’s contact information is as follows: (919)
481-4000 or info@issuerdirect.com.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The
information set forth in Item 3.03 of this Current Report on Form
8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit Number
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Description
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Certificate
of Amendment to the Restated Certificate of Incorporation of Aytu
BioScience, Inc.
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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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AYTU BIOSCIENCE,
INC.
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Date: December 8,
2020
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By:
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/s/
Joshua
R. Disbrow
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Joshua R.
Disbrow
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Chief Executive
Officer
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