Form 4 AYTU BIOSCIENCE, INC For: Oct 11 Filed by: Armistice Capital Master Fund Ltd.

October 16, 2019 4:22 PM

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)
10/11/2019

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)

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 F Convertible Preferred Stock	$ 1 ⁽¹⁾ ⁽²⁾ ⁽³⁾	10/11/2019		P⁽¹⁾⁽²⁾⁽³⁾		5,000		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	5,000,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾	⁽¹⁾ ⁽²⁾ ⁽³⁾	5,000,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾	D ⁽⁴⁾
Series F Convertible Preferred Stock	$ 1 ⁽¹⁾ ⁽²⁾ ⁽³⁾	10/11/2019		P⁽¹⁾⁽²⁾⁽³⁾		0		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	0	$ 0	5,000,000 ⁽¹⁾ ⁽²⁾ ⁽³⁾	I	See Footnote ⁽⁴⁾
Warrants	$ 1.25 ⁽¹⁾ ⁽²⁾ ⁽³⁾	10/11/2019		P⁽¹⁾⁽²⁾⁽³⁾		5,000,000		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	5,000,000	⁽¹⁾ ⁽²⁾ ⁽³⁾	5,000,000	D ⁽⁴⁾
Warrants	$ 1.25 ⁽¹⁾ ⁽²⁾ ⁽³⁾	10/11/2019		P⁽¹⁾⁽²⁾⁽³⁾		0		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	0	$ 0	5,000,000	I	See Footnote ⁽⁴⁾
Series E Convertible Preferred Stock	$ 0.88							⁽⁵⁾	⁽⁶⁾	Common Stock	2,751,148		2,751,148	D ⁽⁴⁾
Series E Convertible Preferred Stock	$ 0.88							⁽⁵⁾	⁽⁶⁾	Common Stock	0		2,751,148	I	See Footnote ⁽⁴⁾
Warrant	$ 1							⁽⁷⁾	04/18/2024	Common Stock	4,403,409		4,403,409	D ⁽⁴⁾
Warrant	$ 1							⁽⁷⁾	04/18/2024	Common Stock	0		4,403,409	I	See Footnote ⁽⁴⁾
Warrant	$ 10.8							⁽⁸⁾	03/06/2023	Common Shares	222,222		222,222	D ⁽⁴⁾
Warrant	$ 10.8							⁽⁸⁾	03/06/2023	Common Shares	0		222,222	I	See Footnote ⁽⁴⁾
Warrant	$ 10.8							⁽⁸⁾	03/23/2023	Common Shares	100,000		100,000	D ⁽⁴⁾
Warrant	$ 10.8							⁽⁸⁾	03/23/2023	Common Shares	0		100,000	I	See Footnote ⁽⁴⁾
Warrant	$ 1.5							⁽⁸⁾	10/09/2023	Common Shares	3,907,165		3,907,165	D ⁽⁴⁾
Warrant	$ 1.5							⁽⁸⁾	10/09/2023	Common Shares	0		3,907,165	I	See Footnote ⁽⁴⁾

Explanation of Responses:

1. On October 11, 2019, the Issuer and Armistice Capital Master Fund Ltd., a Cayman Islands corporation (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. The Series F Preferred Stock is not convertible until the Issuer obtains stockholder approval as required by applicable NASDAQ rules ("Shareholder Approval").

2. (Continued from Footnote 1) After the Issuer obtains Shareholder Approval, the Series F Preferred Stock is convertible into shares of the Issuer's common stock (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 of the Issuer's common stock (collectively, 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;

3. (Continued from Footnote 2) 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 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 become exercisable after the Issuer obtains Shareholder Approval 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.

4. 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, 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, LLC. Armistice Capital, LLC and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest 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.

5. These shares of Series E Convertible Preferred Stock 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.

6. The Series E Convertible Preferred Stock has no expiration date.

7. 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.

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 4.99% beneficial owner of the Shares following such exercise.

	Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member	10/16/2019
	** Signature of Reporting Person	Date
	Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director	10/16/2019
	** Signature of Reporting Person	Date
	/s/ Steven Boyd	10/16/2019
	** Signature of Reporting Person	Date
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Form 4 AYTU BIOSCIENCE, INC For: Oct 11 Filed by: Armistice Capital Master Fund Ltd.

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