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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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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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Exhibit
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Description
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Press release dated October 6, 2020
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AYTU BIOSCIENCE,
INC.
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Date: October 6,
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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(Unaudited)
Three Months
Ended June 30,
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Year Ended
June 30,
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2020
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2019
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2020
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2019
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Revenues
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Product
revenue, net
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$14,860,845
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$1,715,745
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$27,632,080
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$7,314,581
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License
revenue, net
|
-
|
-
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-
|
5,776
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|
Total product
revenue
|
14,860,845
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1,715,745
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27,632,080
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7,320,357
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Operating
expenses
|
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Cost
of sales
|
4,572,606
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649,091
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7,553,031
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2,202,041
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Research and
development
|
1,498,222
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175,264
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1,721,419
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589,072
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Selling,
general and administrative
|
13,638,360
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4,896,267
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34,802,432
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18,887,783
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Selling,
general and administrative - related party
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-
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-
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-
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351,843
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Impairment
of intangible assets
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195,278
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-
|
195,278
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-
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Amortization
of intangible assets
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1,590,913
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575,118
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4,490,466
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2,136,255
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Total
operating expenses
|
21,495,379
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6,295,740
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48,762,626
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24,166,994
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Loss from
operations
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(6,634,534)
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(4,579,995)
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(21,130,546)
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(16,846,637)
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Other
(expense) income
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Other
(expense), net
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(1,425,281)
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(136,667)
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(2,606,487)
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(535,500)
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(Loss) / gain
from change in fair value of contingent consideration
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5,230,446
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(9,830,550)
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10,430,252
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(9,830,550)
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(Loss) on
extinguishment of debt
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(315,728)
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-
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(315,728)
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-
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Gain from
warrant derivative liability
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-
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15,311
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1,830
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80,779
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Total other
(expense) income
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3,489,437
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(9,951,906)
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7,509,867
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(10,285,271)
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Net
loss
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$(3,145,097)
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$(14,531,901)
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$(13,620,679)
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$(27,131,908)
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Weighted
average number of shares outstanding of common shares
outstanding
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113,354,250
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13,908,932
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45,192,010
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7,794,489
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Basic and
diluted net loss per common share
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$(0.03)
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$(1.04)
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$(0.30)
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$(3.48)
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June 30,
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2020
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2019
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Assets
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Current
assets
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Cash and cash
equivalents
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$48,081,715
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$11,044,227
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Restricted
cash
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251,592
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250,000
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Accounts
receivable, net
|
5,175,924
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1,740,787
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Inventory,
net
|
9,999,441
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1,440,069
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Prepaid expenses
and other
|
5,715,089
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957,781
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Other current
assets
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5,742,011
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-
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Total current
assets
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74,965,772
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15,432,864
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Fixed assets,
net
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258,516
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203,733
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Right-of-use
asset
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634,093
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-
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Licensed assets,
net
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16,586,847
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18,861,983
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Patents and
tradenames, net
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11,081,048
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220,611
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Product technology
rights, net
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21,186,666
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-
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Deposits
|
32,981
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2,200
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Goodwill
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28,090,407
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-
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Total long-term
assets
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77,870,558
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19,288,527
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Total
assets
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$152,836,330
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$34,721,391
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Liabilities
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June
30,
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Current
liabilities
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2020
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2019
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Accounts payable
and other
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$11,824,560
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$2,133,522
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Accrued
liabilities
|
7,849,855
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1,311,488
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Accrued
compensation
|
3,117,177
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849,498
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Debt
|
982,076
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-
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Contract
liability
|
339,336
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-
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Current lease
liability
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300,426
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-
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Current portion of
fixed payment arrangements
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2,340,166
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-
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Current portion of
CVR liabilities
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839,734
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-
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Current portion of
contingent consideration
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713,251
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1,078,068
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Total current
liabilities
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28,306,581
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5,372,576
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Long-term
contingent consideration, net of current portion
|
12,874,351
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22,247,796
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Long-term lease
liability, net of current portion
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725,374
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-
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Long-term fixed
payment arrangements, net of current portion
|
11,171,491
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-
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Long-term CVR
liabilities, net of current portion
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4,731,866
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-
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Warrant derivative
liability
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11,371
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13,201
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Total
liabilities
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57,821,034
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27,633,573
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Commitments
and contingencies
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Stockholders'
equity
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Preferred Stock,
par value $.0001; 50,000,000 shares authorized; shares issued and
outstanding 3,594,981, respectively as of June 30, 2020 and
2019
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—
|
359
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Common Stock, par
value $.0001; 200,000,000 shares authorized; shares issued and
outstanding 125,837,357 and 17,538,071, respectively as of June 30,
2020 and 2019
|
12,584
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1,754
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Additional paid-in
capital
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215,012,891
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113,475,205
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Accumulated
deficit
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(120,010,179)
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(106,389,500)
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Total stockholders'
equity
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95,015,296
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7,087,818
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Total liabilities
and stockholders' equity
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$152,836,330
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$34,721,391
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Year Ended June
30,
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Operating
Activities
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2020
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2019
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Net
loss
|
$(13,620,679)
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$(27,131,908)
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Adjustments to
reconcile net loss to cash used in operating
activities:
|
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Depreciation,
amortization and accretion
|
6,245,827
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2,727,067
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Impairment of
intangible assets
|
195,278
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-
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Stock-based
compensation expense
|
1,079,311
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1,022,202
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Loss / (gain) from
change in fair value of contingent consideration
|
(5,291,629)
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9,830,550
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Derecognition of
contingent consideration
|
(5,199,806)
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-
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Gain on the change
in fair value of CVR payout
|
(267,130)
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-
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Changes in
allowance for bad debt
|
404,549
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-
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Loss / (gain) from
change in fair value of CVR
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352,782
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-
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Loss / (gain) from
note conversion
|
315,728
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-
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Loss / (gain) from
settlement payment
|
(24,469)
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-
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Issuance of common
stock to employee
|
48,083
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11,690
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Derivative
income
|
(1,830)
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(80,779)
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Changes in
operating assets and liabilities:
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(Increase) in
accounts receivable
|
(3,560,860)
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(1,162,005)
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(Increase) in
inventory
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(6,950,624)
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(101,096)
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(Increase) in
prepaid expenses and other
|
(2,315,881)
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(517,772)
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(Increase) in other
current assets
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(3,749,846)
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-
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(Decrease) /
increase in accounts payable and other
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(1,376,521)
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134,775
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Increase in accrued
liabilities
|
4,330,856
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961,858
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Increase in accrued
compensation
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1,124,624
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308,824
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(Decrease) in
contract liabilities
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(111,650)
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-
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Increase in
interest payable - related party
|
-
|
166,667
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(Decrease) in
deferred rent
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-
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(1,450)
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Net cash used in
operating activities
|
(28,373,887)
|
(13,831,377)
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Investing
Activities
|
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Deposit
|
6,000
|
2,888
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Purchases of fixed
assets
|
-
|
(59,848)
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Contingent
consideration payment
|
(202,688)
|
(505,025)
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Cash received from
acquisition
|
390,916
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-
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Purchase of
assets
|
(5,850,000)
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(500,000)
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Net cash used in
investing activities
|
$(5,655,772)
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$(1,061,985)
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Year Ended June
30,
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Financing
Activities
|
2020
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2019
|
|
Issuance of
preferred, common stock and warrants
|
$65,729,900
|
$15,180,000
|
|
Issuance costs
related to preferred, common stock and warrants
|
(5,404,151)
|
(1,479,964)
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|
Warrant
exercises
|
26,991,841
|
375,026
|
|
Payments made to
borrowings
|
(19,436,779)
|
-
|
|
Proceeds from
borrowings
|
2,547,928
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-
|
|
Issuance of note
payable
|
640,000
|
-
|
|
Issuance of debt -
related party
|
-
|
5,000,000
|
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Net cash provided
by financing activities
|
71,068,739
|
19,075,062
|
|
|
|
|
|
Net change in cash,
restricted cash and cash equivalents
|
37,039,080
|
4,181,700
|
|
Cash, restricted
cash and cash equivalents at beginning of period
|
11,294,227
|
7,112,527
|
|
Cash, restricted
cash and cash equivalents at end of period
|
$48,333,307
|
$11,294,227
|
|
|
|
|
|
|
|
|
|
Supplemental
disclosures of cash and non-cash investing and financing
transactions
|
|
|
|
Warrants issued to
investors and underwriters
|
$-
|
$1,888,652
|
|
Contingent
consideration included in accounts payable
|
16,014
|
42,821
|
|
Contingent
consideration related to product acquisition
|
-
|
8,833,219
|
|
Issuance of
preferred stock related to purchase of assets
|
-
|
519,600
|
|
Conversion of debt
to equity
|
-
|
5,166,667
|
|
Cash paid for
interest
|
1,040,276
|
-
|
|
Fair value of
right-to-use asset and related lease liability
|
334,895
|
-
|
|
Issuance of Series
G preferred stock due to acquisition of the Pediatric Portfolio of
therapeutics
|
5,559,941
|
-
|
|
Issuance of Series
H preferred stock due to acquisition of the Innovus
|
12,805,263
|
-
|
|
Fixed payment
arrangements included in accounts payable
|
894,900
|
-
|
|
Exchange of
convertible preferred stock into common stock
|
2,540
|
-
|
|
Reclass of par from
APIC to Common Stock for issuance of stock for equity classified
instruments
|
1,488
|
-
|
|
Issuance cost
related to S-3
|
1,531,190
|
-
|
|
Issuance of common
stock for settlement
|
125,531
|
-
|
|
Issuance of common
stock for note conversion
|
2,578,864
|
-
|
|
Issuance of common
stock to consultants
|
231,000
|
-
|
|
CVR payout for
calendar year 2019
|
$2,000,000
|
$-
|
|
|
Three Months Ended June 30, 2020
|
Year Ended June 30,
|
||
|
|
2020
|
2019
|
2020
|
2019
|
|
Adjusted
EBITDA Reconciliation
|
|
|
|
|
|
Net
Loss
|
$(3,145,097)
|
$(14,531,901)
|
$(13,620,679)
|
$(27,131,908)
|
|
Amortization
expense
|
1,590,913
|
575,118
|
4,490,466
|
2,136,255
|
|
Depreciation
expense
|
33,529
|
15,443
|
89,824
|
74,798
|
|
Other expense,
net
|
1,425,281
|
136,667
|
2,606,487
|
535,500
|
|
Stock-based
compensation
|
536,567
|
299,360
|
1,127,394
|
1,022,200
|
|
(Gain)/Loss on
change in fair value of contingent consideration
|
(5,230,446)
|
9,830,550
|
(10,430,252)
|
9,830,550
|
|
Gain/loss on
extinguishment of debt
|
315,728
|
-
|
315,728
|
-
|
|
(Gain)/Loss on
change in fair value of derivative warrant liability
|
-
|
(15,311)
|
(1,830)
|
(80,779)
|
|
Bad debt
expense
|
408,365
|
-
|
408,457
|
-
|
|
Impairment of
intangible assets
|
195,278
|
-
|
245,278
|
-
|
|
Healight
development costs
|
1,309,080
|
-
|
1,309,080
|
-
|
|
Acquisition
transaction costs
|
814,033
|
-
|
2,333,174
|
-
|
|
Adjusted
EBITDA
|
$(1,746,769)
|
$(3,690,074)
|
$(11,126,873)
|
$(13,613,384)
|