Attached files
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| EX-99.1 - DECEMBER 23, 2019 PRESS RELEASE ANNOUNCING FILING OF THE JOINT FORM S-4 - AYTU BIOPHARMA, INC | aytu_ex991.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 23, 2019
AYTU BIOSCIENCE, INC.
(Exact
name of registrant as specified in its charter)
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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) 437-6580
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:
☒
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐
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:
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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 7.01 Regulation FD Disclosure
On
December 24, 2019, Aytu BioScience, Inc. (“Aytu”) and
Innovus Pharmaceuticals, Inc. (“Innovus”), (together,
herein the “Companies”) announced that the companies
have filed with the U.S. Securities and Exchange Commission a
registration statement on Form S-4 containing a joint preliminary
proxy statement/prospectus in connection with Aytu’s proposed
acquisition of Innovus on December 23, 2019 after markets
closed.
Item 9.01 Financial Statements and Exhibits.
(d)
The following exhibit is being filed herewith:
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Exhibit
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Description
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99.1*
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December
24, 2019 press release announcing filing of the joint Form
S-4
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*A copy
of the press release is furnished herewith as Exhibit 99.1 to this
Current Report on Form 8-K. The information contained in the
accompanying Exhibit 99.1 is being furnished pursuant to Item 7.01
of this Current Report on Form 8-K and shall not be deemed to be
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that section. The information
contained in the press release shall not be incorporated by
reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the date
hereof, except as shall be expressly set forth by specific
reference in such filing.
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 26,
2019
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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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