SEC Company Response from AYTU BIOPHARMA, INC (AYTU) (CIK 0001385818) (AYTU) — Oct 11, 2016
AYTU BIOPHARMA, INC (AYTU) (CIK 0001385818)
Date: Oct. 11, 2016 · CIK: 0001385818 · Accession: 0001144204-16-127503
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-213738
Referenced dates: October 7, 2016
Letter
VIA EDGAR Office of Healthcare and Insurance United States Securities and Exchange Commission Re: Aytu BioScience, Inc. Registration Statement on Form S-1 Filed September 21, 2016 File No. 333-213738
Dear Ms. Hayes:
We are writing in response to the comment of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission that was contained in your letter dated October 7, 2016, regarding the above-referenced filing of Aytu BioScience, Inc., Englewood, Colorado (the “Company”). In response to the Staff’s comment, the Company has also filed an amendment to its Registration Statement on Form S-1 (the “Registration Statement”). This letter sets forth the comment contained in your letter dated October 7, 2016 and, following the comment, the Company’s response. The Staff’s comment is repeated in bold face, and the Company’s response follows in ordinary type.
Exhibit 5.1
1. We note that the opinion is qualified to the Delaware General Corporation Law. Given that the warrants you intend to offer are governed by the laws of the State of New York pursuant to Section 9.5 of the warrant agreement filed as Exhibit 4.6, please provide an opinion of counsel that the warrants constitute binding obligations under New York law. For guidance, please refer to Section II.B.1.f of Staff Legal Bulletin No. 19, available on the Commission’s website.
Response: An opinion of counsel that the warrants constitute binding obligations under New York law has been added as Exhibit 5.1 to the Registration Statement.
* * * *
U.S. Securities and Exchange Commission
October 11, 2016
Page 2 of 2
The Company respectfully submits that the revised disclosure in the Registration Statement is appropriately responsive to the Staff’s comments. If the Staff has any further comments, please direct them to the undersigned. We appreciate your assistance in helping the Company to enhance the quality of the disclosure contained in its Registration Statement.
Respectfully yours,
/s/ Gregory A. Gould
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CORRESP
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Aytu
BioScience, Inc.
373 Inverness Parkway
Suite 200
Englewood, Colorado 80112
October 11, 2016
VIA EDGAR
Ms. Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance
United States Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549
Re: Aytu BioScience, Inc.
Registration Statement on Form
S-1
Filed September 21, 2016
File No. 333-213738
Dear Ms. Hayes:
We are writing in response to the comment
of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission that was
contained in your letter dated October 7, 2016, regarding the above-referenced filing of Aytu BioScience, Inc., Englewood, Colorado
(the “Company”). In response to the Staff’s comment, the Company has also filed an amendment to its Registration
Statement on Form S-1 (the “Registration Statement”). This letter sets forth the comment contained in your letter dated
October 7, 2016 and, following the comment, the Company’s response. The Staff’s comment is repeated in bold face, and
the Company’s response follows in ordinary type.
Exhibit 5.1
1. We note that the opinion is qualified to the Delaware General Corporation Law. Given that the warrants you intend to offer
are governed by the laws of the State of New York pursuant to Section 9.5 of the warrant agreement filed as Exhibit 4.6, please
provide an opinion of counsel that the warrants constitute binding obligations under New York law. For guidance, please refer to
Section II.B.1.f of Staff Legal Bulletin No. 19, available on the Commission’s website.
Response: An opinion of counsel that the warrants
constitute binding obligations under New York law has been added as Exhibit 5.1 to the Registration Statement.
* * * *
U.S. Securities and Exchange Commission
October 11, 2016
Page 2 of 2
The Company respectfully submits that the
revised disclosure in the Registration Statement is appropriately responsive to the Staff’s comments. If the Staff has any
further comments, please direct them to the undersigned. We appreciate your assistance in helping the Company to enhance the quality
of the disclosure contained in its Registration Statement.
Respectfully yours,
/s/ Gregory A. Gould
Gregory A. Gould
Chief Financial Officer
cc: Wyrick Robbins Yates & Ponton LLP