SecProbe.io

CORRESP
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filename1.htm

May
7, 2018

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attention:
Irene Paik

 Re: Aytu
                                         BioScience, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed
April 27, 2018

File
No. 001-38247

Ladies
and Gentlemen:

On
behalf of Aytu BioScience, Inc. (the “Company”), please accept this letter as the Company’s response to the
comments of the Staff of the Securities and Exchange Commission in connection with the above referenced filing as set forth in
the Staff’s comment letter dated May 4, 2018.

Preliminary
Proxy Statement on Schedule 14A filed April 27, 2018

SEC
Comment

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 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.

Response:

The
Company will file a definitive proxy statement that clarifies that implementation of the reverse stock split will not affect the
number of authorized shares of common stock. Also the definitive proxy statement will include disclosure throughout that fractional
shares resulting from the reverse stock split will be rounded up to the next whole share.

In
addition, the paragraph on page 10 regarding the effect of the reverse stock split on the authorized shares will be revised to
read as follows:

The reverse split will not affect
the number of authorized shares of the Company’s common stock under the Company’s Certificate of Incorporation. Because
the number of issued and outstanding shares of common stock will be reduced under the reverse split by the ratio as determined
by the board, the number of authorized but unissued shares will increase (a separate proposal to be voted upon at the 2018 Annual
Meeting, however, would approve an amendment to our Certificate of Incorporation to increase our authorized shares of common stock
from 100,000,000 to 300,000,000. See Proposal No. 2.) The reverse split will not have an effect on the number of authorized shares
of preferred stock, which would remain at 50,000,000 shares of preferred stock, par value $0.0001. While we currently have no
specific understandings, arrangements or agreements with respect to any future actions that would require us to issue a material
amount of the additional new shares of our common stock, in light of our potential need for additional financing in the future,
our board is requesting shareholders to provide the flexibility to issue additional shares in the future if and as needed. See
Proposal No. 2 above.

If
you have any questions regarding the foregoing, please contact the undersigned or Marcelle S. Balcombe at (212) 930-9700.

    Very
    truly yours,

    /s/
    Jeff Cahlon

1185
Avenue of the Americas | 37th Floor | New York, NY | 10036

T
(212) 930 9700 | F (212) 930 9725 | www.srfkllp.com