SecProbe.io

May 4, 2018
Joshua R. Disbrow
Chairman and Chief Executive Officer
Aytu BioScience, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu BioScience, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed April 27, 2018
File No. 001-38247
Dear Mr. Disbrow:
            We have limited our review of your filing to the issues raised in the comment below.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed  April 27, 2018
Proposal No. 3 - Approval of an Amendment... to Effect a Reverse Stock Split, page 7
1.Please revise your disclosure to be consistent regarding the effect of the reverse stock split
on the authorized shares of common stock.  For example, you state on page 10 that the
reverse split will also have a corresponding decrease in the number of authorized shares of
your common stock.  However, the Certificate of Amendment of the Certificate of
Incorporation attached as Appendix B does not amend the number of authorized shares of
common stock.  Please also revise your disclosure to be consistent regarding
your treatment of fractional shares.  For example, on page 10, it states that fractional
shares will be rounded up to the next whole number.  However, on page 11, you state that
the board will have discretion to determine whether to arrange for the disposition of
fractional interests, pay cash for the fair value of fractions of a share or provide a number
of shares rounded up to the next whole number in lieu of any fractional shares.  Also, to
the extent the board retains discretion as to whether it will arrange for the disposition of

 FirstName LastNameJoshua R. Disbrow
 Comapany NameAytu BioScience, Inc.
 June 16, 2017 Page 2
 FirstName LastName
Joshua R. Disbrow
Aytu BioScience, Inc.
May 4, 2018
Page 2
the fractional interests, please tell us what consideration you have given to the registration
requirements of the Securities Act of 1933 as to any such disposition.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Irene Paik at 202-551-6553 or Mary Beth Breslin at 202-551-3625 with
any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Marcelle S. Balcombe, Esq.