SecProbe.io

December 30, 2019
Joshua R. Disbrow
Chief Executive Officer
Aytu BioScience, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu BioScience, Inc.
Registration Statement on Form S-3
Filed December 17, 2019
Amendment No. 1 to the Registration Statement on Form S-3
Filed December 20, 2019
File No. 333-235548
Dear Mr. Disbrow:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to the Registration Statement on Form S-3
Documents Incorporated by Reference, page 18
1.Please revise the incorporation by reference section to include the Form 8-K filings made
on August 2, 2019, September 18, 2019, December 2, 2019 and December 11, 2019.
General
2.We note that your forum selection provision in Section 8 of your Amended and Restated
Bylaws identifies the Court of Chancery of the State of Delaware as the exclusive forum
for certain litigation, including any “derivative action.” Please disclose whether this
provision applies to actions arising under the Securities Act or Exchange Act. In that

 FirstName LastNameJoshua R. Disbrow
 Comapany NameAytu BioScience, Inc.
 December 30, 2019 Page 2
 FirstName LastName
Joshua R. Disbrow
Aytu BioScience, Inc.
December 30, 2019
Page 2
regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder. If the
provision applies to Securities Act claims, please also revise your prospectus to state that
there is uncertainty as to whether a court would enforce such provision and that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. If this provision does not apply to actions arising under the Securities Act or
Exchange Act, please tell us how you will inform investors in future filings that the
provision does not apply to any actions arising under the Securities Act or Exchange Act.
            Please contact Chris Edwards at (202) 551-6761 or Mary Beth Breslin at (202) 551-
3625 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony W. Epps