Attached files
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
10, 2020
AYTU BIOSCIENCE, INC.
(Exact name of registrant as specified in its charter)
Delaware
|
|
001-38247
|
|
47-0883144
|
(State or other jurisdiction of incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
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:
☒ 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:
Title
of each class
|
Trading
Symbol(s)
|
Name
of each exchange on which registered
|
Common
Stock, par value $0.0001 per share
|
AYTU
|
The
NASDAQ Stock Market LLC
|
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 8.01 - Other Events
As
disclosed in Aytu BioScience, Inc.'s ("Aytu", "Us", or "we")
Current Report on Form 8-K filed with the SEC on December 10, 2020,
on December 9, 2020, we entered into an Agreement and Plan of
Merger (the “Merger Agreement”) dated December 9, 2020
by and between us, Aytu Merger Sub, Inc. (“Merger
Sub”), a wholly owned subsidiary of us and Neos Therapeutics,
Inc ("Neos"). The Merger Agreement provides, among other things,
that on the terms and subject to the conditions set forth therein,
Merger Sub will merge with and into Neos, with Neos surviving as a
wholly owned subsidiary of us (the
“Merger”).
Because
we believe that the
Merger is probable under the standards of Rule 8-04 of Regulation
S-X. We determined that the Merger will involve the acquisition of
a business, considering the guidance in Rule 11-01(d) of Regulation
S-X, and because the Merger met the significance test of Rule 8-04
of Regulation S-X. As a result, we prepared unaudited pro forma
financial statements in Exhibit 99.5 by applying certain pro forma
adjustments to the historical financial statements of Aytu. The pro
forma adjustments give effect to the Merger.
We
provide these unaudited pro forma financial statements for
informational purposes only. These unaudited pro forma financial
statements do not purport to represent what our results of
operations or financial condition would have been had the Merger
actually occurred on the assumed dates, nor do they purport to
project our results of operations or financial condition for any
future period or date. You should read these unaudited pro forma
financial statements in conjunction with our historical financial
statements including the related notes thereto and the historical
financial statements of Neos, including the related notes thereto,
set forth in Exhibits 99.2, 99.3 and 99.4 of this Current Report on
Form 8-K.
Exhibit
Number
|
|
Description
|
|
Consent
of RSM US LLP, independent auditors of Neos Therapeutics,
Inc.
|
|
99.1
|
|
Audited
financial statements of Neos Therapeutics, Inc. as of and for the
years ended December 31, 2019, and December 31, 2018,
respectively.
|
99.2
|
|
Unaudited
financial statements of Neos Therapeutics, Inc. as of and for the
three and nine months ended September 30, 2020, and September 30,
2019, respectively.
|
99.3
|
|
Unaudited financial
statements of Neos Therapeutics, Inc. as of and for the three and
six months ended June 30, 2020, and June 30, 2019,
respectively.
|
99.4
|
|
Unaudited financial
statements of Neos Therapeutics, Inc. as of and for the three
months ended March 31, 2020, and March 31, 2019,
respectively.
|
99.5
|
|
Unaudited
pro forma condensed combined Balance Sheet as of September 30,
2020, and Statement of Operations for the year ended June 30, 2020,
and three months ended September 30, 2020, for the combination of
(i) Aytu BioScience, Inc., (ii) the November 1, 2019, Cerecor
transaction, (iii) the February 14, 2020, merger with Innovus
Pharmaceuticals, Inc., and (iv) the pending merger with Neos
Therapeutics, Inc.
|
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.
|
AYTU BIOSCIENCE, INC.
|
|
|
|
|
|
|
Date: December
10, 2020
|
By:
|
/s/
Joshua R. Disbrow
|
|
|
|
Joshua
R. Disbrow
|
|
|
|
Chief
Executive Officer
|
|