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Share Name | Share Symbol | Market | Type |
---|---|---|---|
AYTU BioPharma Inc | NASDAQ:AYTU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0831 | 2.96% | 2.8931 | 2.56 | 2.99 | 2.95 | 2.85 | 2.86 | 7,940 | 22:16:11 |
Delaware
|
|
47-0883144
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☒
|
Smaller
reporting company
|
☒
|
|
Emerging
growth company
|
☐
|
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
|
|
|
Page
|
|
|
|
|
|
|
Consolidated
Financial Statements
|
1
|
|
|
|
|
|
Consolidated
Balance Sheets as of March 31, 2019 (unaudited) and June 30,
2018
|
1
|
|
|
|
|
Consolidated
Statements of Operations for the three and nine-month periods ended
March 31, 2019 (unaudited) and the three and nine-month periods
ended March 31, 2018 (unaudited)
|
2
|
|
|
|
|
Consolidated
Statement of Stockholders’ Equity for the year-to-date
interim periods ended March 31, 2019 (unaudited) and March 31, 2018
(unaudited)
|
3
|
|
|
|
|
Consolidated
Statements of Cash Flows for the nine months ended March 31, 2019
(unaudited) and the nine months ended March 31, 2018
(unaudited)
|
5
|
|
|
|
|
Notes
to Consolidated Financial Statements (unaudited)
|
6
|
|
|
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
17
|
|
|
|
|
Quantitative and
Qualitative Disclosures About Market Risk
|
21
|
|
|
|
|
Controls and
Procedures
|
21
|
|
|
|
|
|
|
|
|
|
|
Legal
Proceeding
|
22
|
|
|
|
|
Risk
Factors
|
22
|
|
|
|
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
22
|
|
|
|
|
Defaults
Upon Senior Securities
|
22
|
|
|
|
|
Mine
Safety Disclosures
|
22
|
|
|
|
|
Other
Information
|
22
|
|
|
|
|
Exhibits
|
23
|
|
|
|
|
SIGNATURES
|
24
|
|
Three Months
Ended March 31,
|
Nine Months
Ended March 31,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Product
revenue, net
|
$
2,372,016
|
$
607,473
|
$
5,598,836
|
$
2,734,995
|
License
revenue, net
|
5,776
|
-
|
5,776
|
-
|
Total
revenue
|
2,377,792
|
607,473
|
5,604,612
|
2,734,995
|
|
|
|
|
|
Operating
expenses
|
|
|
|
|
Cost
of sales
|
616,853
|
1,136,833
|
1,552,950
|
1,809,445
|
Research and
development
|
108,901
|
114,141
|
413,808
|
(22,391
)
|
Selling,
general and administrative
|
5,368,762
|
4,637,495
|
13,991,516
|
13,809,264
|
Selling,
general and administrative - related party (Note 11)
|
6,797
|
-
|
351,843
|
-
|
Impairment of
intangible assets
|
-
|
1,856,020
|
-
|
1,856,020
|
Amortization
of intangible assets
|
575,117
|
387,606
|
1,561,137
|
1,156,258
|
Total
operating expenses
|
6,676,430
|
8,132,095
|
17,871,254
|
18,608,596
|
|
|
|
|
|
Loss from
operations
|
(4,298,638
)
|
(7,524,622
)
|
(12,266,642
)
|
(15,873,601
)
|
|
|
|
|
|
Other
(expense) income
|
|
|
|
|
Other
expense, net
|
(194,703
)
|
(186,629
)
|
(398,833
)
|
(572,155
)
|
Derivative
(expense) income
|
(2,521
)
|
3,139,971
|
65,468
|
3,957,756
|
Other
gain
|
-
|
1,753,568
|
-
|
1,753,568
|
Total other
(expense) income
|
(197,224
)
|
4,706,910
|
(333,365
)
|
5,139,169
|
|
|
|
|
|
Net
loss
|
$
(4,495,862
)
|
$
(2,817,712
)
|
$
(12,600,007
)
|
$
(10,734,432
)
|
Weighted
average number of
|
|
|
|
|
common shares
outstanding
|
9,061,023
|
592,771
|
5,785,669
|
250,478
|
|
|
|
|
|
Basic and
diluted net loss
|
|
|
|
|
per common
share
|
$
(0.50
)
|
$
(4.75
)
|
$
(2.18
)
|
$
(42.86
)
|
|
Preferred
Stock
|
Common
Stock
|
Additional
paid-in
|
Accumulated
|
Total
Stockholders'
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
Deficit
|
Equity
|
|
|
|
|
|
|
|
|
Balance - June 30,
2018
|
-
|
$
-
|
1,794,762
|
$
179
|
$
92,681,918
|
$
(79,257,592
)
|
$
13,424,505
|
|
|
|
|
|
|
|
|
Stock-based
compensation (unaudited)
|
-
|
-
|
-
|
-
|
65,563
|
-
|
65,563
|
Issuance of
restricted stock (unaudited)
|
-
|
-
|
-
|
-
|
86,551
|
-
|
86,551
|
Adjustment for
rounding of shares due to stock split
(unaudited)
|
-
|
-
|
6,649
|
1
|
(1
)
|
-
|
-
|
Net loss
(unaudited)
|
-
|
-
|
-
|
-
|
-
|
(3,446,483
)
|
(3,446,483
)
|
Balance -
September 30, 2018 (unaudited)
|
-
|
-
|
1,801,411
|
180
|
92,834,031
|
(82,704,075
)
|
10,130,136
|
|
|
|
|
|
|
|
|
Stock-based
compensation (unaudited)
|
-
|
-
|
-
|
-
|
41,108
|
-
|
41,108
|
Issuance of
restricted stock (unaudited)
|
-
|
-
|
2,707,022
|
271
|
152,683
|
-
|
152,954
|
Commen stock
issued to employee (unaudited)
|
-
|
-
|
9,000
|
1
|
11,689
|
-
|
11,690
|
Issuance of
preferred and common stock, net of $1,479,963 in cash issuance
costs (unaudited)
|
8,342,993
|
834
|
1,777,007
|
178
|
11,810,373
|
-
|
11,811,385
|
Warrants
issued in connection with the registered offering
(uniaudited)
|
-
|
-
|
-
|
-
|
1,827,628
|
-
|
1,827,628
|
Warrants
issued in connection with the registered offering to the
placement agents, non-cash issuance costs
(unaudited)
|
-
|
-
|
-
|
-
|
61,024
|
-
|
61,024
|
Preferred
stocks issued in connection with the purchase of assets
(unaudited)
|
400,000
|
40
|
-
|
-
|
519,560
|
-
|
519,600
|
Preferred
stocks converted into common stock (unaudited)
|
(4,210,329
)
|
(421
)
|
4,210,329
|
421
|
-
|
-
|
-
|
Net loss
(unaudited)
|
-
|
-
|
-
|
-
|
-
|
(4,657,662
)
|
(4,657,662
)
|
Balance -
December 31, 2018 (unaudited)
|
4,532,664
|
453
|
10,504,769
|
1,051
|
107,258,096
|
(87,361,737
)
|
19,897,863
|
|
|
|
|
|
|
|
|
Stock-based
compensation (unaudited)
|
-
|
-
|
-
|
-
|
15,308
|
-
|
15,308
|
Issuance of
restricted stock (unaudited)
|
-
|
-
|
(25,600
)
|
(2
)
|
361,360
|
-
|
361,358
|
Preferred
stocks converted into common stock (unaudited)
|
(2,196,999
)
|
(219
)
|
2,196,999
|
219
|
-
|
-
|
-
|
Warrant exercises
(unaudited)
|
-
|
-
|
172,331
|
17
|
258,495
|
-
|
258,512
|
Net loss
(unaudited)
|
-
|
-
|
-
|
-
|
-
|
(4,495,862
)
|
(4,495,862
)
|
Balance -
March 31, 2019 (unaudited)
|
2,335,665
|
$
234
|
12,848,499
|
$
1,285
|
$
107,893,259
|
$
(91,857,599
)
|
$
16,037,179
|
|
Preferred
Stock
|
Common
Stock
|
Additional
paid-in
|
Accumulated
|
Total
Stockholders'
|
||
|
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
Deficit
|
Equity
|
|
|
|
|
|
|
|
|
Balance - June 30,
2017
|
-
|
$
-
|
824,831
|
$
82
|
$
73,069,463
|
$
(69,069,729
)
|
$
3,999,816
|
Stock-based
compensation (unaudited)
|
-
|
-
|
-
|
-
|
195,105
|
-
|
195,105
|
Issuance of
restricted stock (unaudited)
|
-
|
-
|
200,000
|
20
|
72,286
|
-
|
72,306
|
Earn-out
payment to Nuelle shareholders (unaudited)
|
-
|
-
|
3,018
|
-
|
11,589
|
-
|
11,589
|
Issuance of
preferred and common stock, net of $1,402,831 in cash issuance
costs (unaudited)
|
2,250
|
1
|
3,196,665
|
320
|
6,318,846
|
-
|
6,319,167
|
Adjustment for
rounding of shares due to stock split
(unaudited)
|
-
|
-
|
326
|
-
|
-
|
-
|
-
|
Net loss
(unaudited)
|
-
|
-
|
-
|
-
|
-
|
(4,245,042
)
|
(4,245,042
)
|
Balance - September 30, 2017
(unaudited)
|
2,250
|
1
|
4,224,840
|
422
|
79,667,289
|
(73,314,771
)
|
6,352,941
|
|
|
|
|
|
|
|
|
Stock-based
compensation (unaudited)
|
-
|
-
|
-
|
-
|
80,583
|
-
|
80,583
|
Issuance of
restricted stock (unaudited)
|
-
|
-
|
492,000
|
49
|
31,280
|
-
|
31,329
|
Earn-out
payment to Nuelle shareholders (unaudited)
|
-
|
-
|
61,132
|
6
|
238,405
|
-
|
238,411
|
Preferred
stocks converted in common stock (unaudited)
|
(350
)
|
-
|
116,666
|
12
|
(12
)
|
-
|
-
|
Net loss
(unaudited)
|
-
|
-
|
-
|
-
|
-
|
(3,672,678
)
|
(3,672,678
)
|
Balance -
December 31, 2017 (unaudited)
|
1,900
|
1
|
4,894,638
|
489
|
80,017,545
|
(76,987,449
)
|
3,030,586
|
|
|
|
|
|
|
|
|
Stock-based
compensation (unaudited)
|
-
|
-
|
-
|
-
|
12,322
|
-
|
12,322
|
Issuance of
restricted stock (unaudited)
|
-
|
-
|
75,000
|
8
|
54,942
|
-
|
54,950
|
Issuance of
preferred stock and common stock, net of $1,294,235 in cash
issuance costs (unaudited)
|
3,216
|
1
|
21,520,000
|
2,152
|
9,164,272
|
-
|
9,166,425
|
Warrants
issued in connection with registered offering
(unaudited)
|
-
|
-
|
-
|
-
|
2,439,360
|
-
|
2,439,360
|
Preferred
stocks converted in common stock (unaudited)
|
(5,116
)
|
(2
)
|
7,780,000
|
778
|
(776
)
|
-
|
-
|
Warrant
exercises (unaudited)
|
-
|
-
|
1,547,000
|
155
|
640,225
|
-
|
640,380
|
Issuance of
warrants (unaudited)
|
-
|
-
|
-
|
-
|
179,287
|
-
|
179,287
|
Warrant
amendment (unaudited)
|
-
|
-
|
-
|
-
|
4,633
|
-
|
4,633
|
Warrant
exercise of derivative warrants (unaudited)
|
-
|
-
|
-
|
-
|
40,096
|
-
|
40,096
|
Adjustment for
rounding of shares due to stock split
(unaudited)
|
-
|
-
|
3,431
|
-
|
-
|
-
|
-
|
Net loss
(unaudited)
|
-
|
-
|
-
|
-
|
-
|
(2,817,712
)
|
(2,817,712
)
|
Balance -
March 31, 2018 (unaudited)
|
-
|
$
-
|
35,820,069
|
$
3,582
|
$
92,551,906
|
$
(79,805,161
)
|
$
12,750,327
|
|
Nine Months
Ended March 31,
|
|
|
2019
|
2018
|
|
|
|
Cash flows from
operating activities
|
|
|
Net
loss
|
$
(12,600,007
)
|
$
(10,735,432
)
|
Adjustments to
reconcile net loss to cash used in operating
activities
|
|
|
Depreciation,
amortization and accretion
|
1,974,213
|
1,975,448
|
Stock-based
compensation expense
|
121,979
|
288,010
|
Issuance of
restricted stock
|
600,863
|
158,585
|
Issuance of common
stock to employee
|
11,690
|
-
|
Derivative
(income)
|
(65,468
)
|
(3,957,756
)
|
Impairment of
intangible assets
|
-
|
1,856,020
|
Other
gain
|
-
|
(1,753,568
)
|
Issuance of
warrants
|
-
|
179,287
|
Warrant
amendment
|
-
|
4,633
|
Changes in
operating assets and liabilities:
|
|
|
(Increase) in
accounts receivable
|
(797,576
)
|
(204,437
)
|
(Increase) decrease
in inventory
|
(191,110
)
|
428,401
|
(Increase) in
prepaid expenses and other
|
(364,831
)
|
(586,139
)
|
(Decrease) increase
in accounts payable and other
|
(17,769
)
|
967,641
|
Increase (decrease)
in accrued liabilities
|
586,258
|
(571,121
)
|
Increase in accrued
compensation
|
250,912
|
558,451
|
Increase in
interest payable - related party
|
134,795
|
-
|
(Decrease) in
deferred rent
|
(1,450
)
|
(5,005
)
|
Net cash used in
operating activities
|
(10,357,501
)
|
(11,396,982
)
|
|
|
|
Cash flows used in
investing activities
|
|
|
Deposit
|
2,888
|
-
|
Purchases of
property and equipment
|
(59,848
)
|
(74,707
)
|
Contingent
consideration payment
|
(408,917
)
|
(7,385
)
|
Purchase of
assets
|
(500,000
)
|
-
|
Net cash used in
investing activities
|
(965,877
)
|
(82,092
)
|
|
|
|
Cash flows from
financing activities
|
|
|
Issuance of
preferred, common stock and warrants
|
15,180,000
|
24,740,015
|
Issuance costs
related to preferred, common stock and warrants
|
(1,479,963
)
|
(2,697,066
)
|
Warrant
exercises
|
258,512
|
640,380
|
Issuance of debt -
related party
|
5,000,000
|
-
|
Net cash provided
by financing activities
|
18,958,549
|
22,683,329
|
|
|
|
Net change in cash,
cash equivalents and restricted cash
|
7,635,171
|
11,204,255
|
Cash, cash
equivalents and restricted cash at beginning of period
|
7,112,527
|
877,542
|
Cash, cash
equivalents and restricted cash at end of period
|
$
14,747,698
|
$
12,081,797
|
|
|
|
Fair value of
warrants issued to investors and underwriters
|
$
1,888,652
|
$
-
|
Issuance of
preferred stock related to purchase of asset
|
$
519,600
|
$
-
|
Contingent
consideration (see Note 6)
|
$
8,833,219
|
$
-
|
Contingent
consideration included in accounts payable
|
$
29,348
|
$
11,283
|
Warrants issued to
investors and underwriters
|
$
-
|
$
4,117,997
|
Earn-out payment to
Nuelle Shareholders in common stock
|
$
-
|
$
250,000
|
Warrant exercise of
derivative warrants
|
$
-
|
$
40,096
|
|
March
31,
2019
|
June
30,
2018
|
Finished goods,
net
|
$
984,000
|
$
1,100,000
|
Raw
materials
|
546,000
|
239,000
|
Total
inventory
|
$
1,530,000
|
$
1,339,000
|
|
Three
Months Ended March 31,
|
Nine
Months Ended March 31,
|
||
|
2019
|
2018
|
2019
|
2018
|
Depreciation
and amortization expense
|
$
15,000
|
$
91,000
|
$
59,000
|
$
252,000
|
|
As of March
31,
|
As of June
30,
|
|
2019
|
2018
|
Patents
|
$
380,000
|
$
380,000
|
Less accumulated
amortization
|
(153,000
)
|
(134,000
)
|
|
|
|
Patents,
net
|
$
227,000
|
$
246,000
|
|
Three Months Ended
March 31,
|
Nine Months Ended
March 31,
|
||
|
2019
|
2018
|
2019
|
2018
|
Amortization
expense
|
$
6,000
|
$
6,000
|
$
19,000
|
$
19,000
|
Level 1:
|
Inputs
that reflect unadjusted quoted prices in active markets that are
accessible to Aytu for identical assets or
liabilities;
|
|
|
Level 2:
|
Inputs
that include quoted prices for similar assets and liabilities in
active or inactive markets or that are observable for the asset or
liability either directly or indirectly; and
|
|
|
Level 3:
|
Unobservable
inputs that are supported by little or no market
activity.
|
|
March 31,
2019
|
At
Issuance
|
Warrants:
|
|
|
Volatility
|
163.2
%
|
188.0
%
|
Equivalent
term (years)
|
3.38
|
5.00
|
Exercise
premium
|
5
%
|
20
%
|
Risk-free
interest rate
|
2.21
%
|
1.83
%
|
Dividend
yield
|
0.00
%
|
0.00
%
|
|
Derivative
Instruments
|
Balance as of
June 30, 2018
|
$
94,000
|
Change in
fair value included in earnings
|
(65,000
)
|
Balance as of
March 31, 2019
|
$
29,000
|
|
Contingent
Consideration
|
Balance as of
June 30, 2018
|
$
4,694,000
|
Increase
due to purchase of assets
|
8,833,000
|
Increase
due to accretion
|
354,000
|
Decrease
due to contractual payments
|
(438,000
)
|
Balance as of
March 31, 2019
|
$
13,443,000
|
|
Total
|
Remaining
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Prescription
database
|
$
2,029,000
|
$
474,000
|
$
509,000
|
$
534,000
|
$
512,000
|
$
-
|
$
-
|
Milestone
payments
|
5,500,000
|
-
|
-
|
-
|
3,000,000
|
2,500,000
|
-
|
Office
lease
|
521,000
|
30,000
|
109,000
|
113,000
|
118,000
|
121,000
|
30,000
|
|
$
8,050,000
|
$
504,000
|
$
618,000
|
$
647,000
|
$
3,630,000
|
$
2,621,000
|
$
30,000
|
|
Three
Months Ended March 31,
|
Nine
Months Ended March 31,
|
||
|
2019
|
2018
|
2019
|
2018
|
Rent
expense
|
$
31,000
|
$
35,000
|
$
94,000
|
$
105,000
|
|
Number
of
Options
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Life in
Years
|
Outstanding June
30, 2018
|
1,798
|
$
325.97
|
6.95
|
Granted
|
-
|
$
-
|
|
Exercised
|
-
|
$
-
|
|
Forfeited/Cancelled
|
(132
)
|
$
328.00
|
|
Outstanding March
31, 2019
|
1,666
|
$
325.81
|
6.49
|
Exercisable at
March 31, 2019
|
1,514
|
$
325.59
|
6.43
|
Expected
volatility
|
164%
|
Risk
free interest rate
|
2.99%
|
Expected
term (years)
|
5.0
|
Dividend
yield
|
0%
|
|
Number
of
Shares
|
Weighted
Average Grant Date Fair Value
|
Weighted
Average Remaining Contractual Life in
Years
|
Unvested at June
30, 2018
|
37,200
|
$
39.80
|
9.4
|
Vested
|
(850
)
|
$
40.40
|
|
Granted
|
2,772,022
|
$
1.30
|
|
Forfeited
|
(90,600
)
|
$
-
|
|
Unvested at March
31, 2019
|
2,717,772
|
$
1.81
|
9.3
|
|
Three Months
Ended March 31,
|
Nine Months
Ended March 31,
|
||
|
2019
|
2018
|
2019
|
2018
|
Selling,
general and administrative:
|
|
|
|
|
Stock
options
|
$
15,000
|
$
12,000
|
$
122,000
|
$
288,000
|
|
|
|
|
|
Restricted
stock
|
362,000
|
55,000
|
601,000
|
159,000
|
Total
share-based compensation expense
|
$
377,000
|
$
67,000
|
$
723,000
|
$
447,000
|
|
Number of
Warrants
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Life in
Years
|
Outstanding June
30, 2018
|
1,882,661
|
$
25.94
|
4.61
|
|
|
|
|
Warrants issued in
connection with the October 2018 offering
|
10,120,000
|
$
1.50
|
|
Warrants issued to
underwriters in connection with the October 2018
offering
|
303,600
|
$
1.50
|
|
Warrants
exercised
|
(172,331
)
|
$
1.50
|
|
Outstanding March
31, 2019
|
12,133,930
|
$
5.29
|
4.42
|
Exhibit
Number
|
|
Description
|
|
|
|
Employment
Agreement, effective April 16, 2019, between Aytu BioScience, Inc.
and Joshua R. Disbrow
|
|
|
|
|
|
|
|
|
|
Employment
Agreement, effective April 16, 2019, between Aytu BioScience, Inc.
and Jarrett T. Disbrow
|
|
|
|
|
|
|
|
|
|
Lease
amendment between Aytu BioScience, Inc. and Beta Investors Group,
LLC
|
|
|
|
|
|
|
|
|
|
Exchange
Agreement dated February 5, 2019
|
|
|
|
|
|
|
|
|
|
Form
of Warrant.
|
|
|
|
|
|
|
|
|
|
Form
of Certificate of Designation of Preferences, Rights and
Limitations of Series E Convertible Preferred Stock.
|
|
|
|
|
|
|
|
|
|
Waiver
of Blocker dated February 5, 2019.
|
|
|
|
|
|
|
|
|
|
Certificate
of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
Certificate
of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
Certificate
of Chief Executive Officer and Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002*.
|
|
|
|
|
|
|
|
|
101
|
|
XBRL
(eXtensible Business Reporting Language). The following materials
from Aytu BioScience, Inc.’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2019 formatted in XBRL: (i) the
Consolidated Balance Sheet, (ii) the Consolidated Statement of
Operations, (iii) the Consolidated Statement of Stockholders’
Equity (Deficit), (iv) the Consolidated Statement of Cash Flows,
and (v) the Consolidated Notes to the Financial
Statements.
|
|
|
|
|
|
AYTU BIOSCIENCE,
INC.
|
|
|
|
|
|
|
|
By:
|
/s/
Joshua R.
Disbrow
|
|
|
|
Joshua
R. Disbrow
|
|
|
|
Chief
Executive Officer
(principal
executive officer)
Date:
May 14, 2019
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
David A.
Green
|
|
|
|
David
A. Green
|
|
|
|
Chief
Financial Officer
(principal
financial and accounting officer)
Date:
May 14, 2019
|
|
1 Year AYTU BioPharma Chart |
1 Month AYTU BioPharma Chart |
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