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Blueprint

November
21, 2019

Division
of Corporate Finance

Office
of Life Sciences

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
D.C. 20549

Re:

Responses
to the Securities and Exchange Commission

Staff Comments dated November 18, 2019, regarding

Aytu
BioScience, Inc. (the
“Company”)

Preliminary
Proxy Statement on Schedule 14A

Filed
November 4, 2019

File
No. 001-38247

Dear
Sir/Madam:

This
letter responds to the staff’s comments set forth in the
November 18, 2019 letter regarding the above-referenced Preliminary
Proxy Statement on Schedule 14A (the “Proxy Statement”). We are
concurrently submitting via EDGAR this letter and Amendment No.1 to
the Preliminary Proxy Statement (the “Amendment”). For your convenience,
the staff’s comments are included below and we have numbered
our responses accordingly.

In some
of the responses, we have agreed to change or supplement the
disclosures in future filings. We are doing so in the spirit of
cooperation with the staff of the Securities and Exchange
Commission, and not because we believe our prior filing is
materially deficient or inaccurate. Accordingly, any changes
implemented in future filings should not be taken as an admission
that prior disclosures were in any way deficient. We have also
indicated in some responses that we believe no change in disclosure
is appropriate, and have explained why.

Our
responses are as follows:

Preliminary Proxy Statement on Schedule 14A

Nasdaq Rule 5635(d) Proposal, page 7

Staff
Comment No. 1.

Please
revise to disclose how you have used or how you intend to use the
proceeds from the transaction discussed in this proposal, including
the approximate amount devoted to each purpose if determinable.
Refer to Item 11(c)(2) of Schedule 14A.

Aytu
BioScience, Inc.’s Response:

In
response to the Staff’s comments we have updated the
disclosure on page 9 under the background section of the Amendment
to describe the use of proceeds for the transaction discussed in
the Nasdaq Rule 5635(d) Proposal.

Conversion Proposal, page 11

Staff
Comment No. 2.

Please
revise your disclosure to provide the information required by Items
11, 13 and 14 with respect to the Cerecor acquisition. Refer to
Note A of Schedule 14A.

Aytu
BioScience, Inc.’s Response:

In
response to the Staff’s comment, and pursuant to Item 11 of
Schedule 14A, the Company has revised the disclosure on page 17 of
the Amendment to clarifiy that the shares of common stock issuable
upon the conversion of the Series G Preferred Stock do not have
preemptive rights. The Company respectfully notes that because the
shares of common stock issuable upon the conversion of the Series G
Preferred Stock are the same class as the Company’s currently
outstanding common stock, the information called for by Item 202 of
Regulation S-K is not required other than as set forth in Item
11(b) of Schedule 14A. We believe that the current disclosure in
the Amendment, other than Item 13(a) of Schedule 14A, covers the
requirements of Item 11. With respect to Items 13 and 14 and Note A
of Schedule 14A, the Company advises the Staff that the Company
previously considered the instruction in Note A to Schedule 14A in
determining whether to include in the Proxy Statement the
disclosures required by Items 13 and 14 of Schedule 14A. After
review and consideration, the Company determined, and continues to
believe, that the instruction in Note A is inapplicable to the
Conversion Proposal because it does not involve a solicitation
seeking shareholder approval of the authorization of additional
securities which are to be used to acquire another company; rather,
the Conversion Proposal seeks shareholder approval, in accordance
with Nasdaq Listing Rule 5635, of the conversion of our outstanding
shares of Series G Preferred Stock into shares of our common stock
because the conversion, (i) could result in us issuing more than
20% of our common stock in an offering that is not a public
offering (the “Nasdaq
Cap”) and (ii) because of the relationship of
Armistice in both Cerecor and the Company (the “Nasdaq Acquistion Rule”). In
addition, for the reasons discussed more fully below, we believe
that the information required by Items 13 and 14 is not material
to, and could potentially mislead, our shareholders in connection
with the requested vote on the Conversion Proposal.

Note A
to Schedule 14A acknowledges that certain proposals to be acted
upon by shareholders may involve the matters described by, and
would therefore require the disclosure of information pursuant to,
more than one item of Schedule 14A. Note A goes on to provide an
example of such a circumstance “where a solicitation of
security holders is for the purpose of approving the authorization
of additional securities which are to be used to acquire another
specified company, and the registrant’s security holders will
not have a separate opportunity to vote upon the transaction, the
solicitation to authorize the securities is also a solicitation
with respect to the acquisition” (emphasis
added).

While
the Company, through the Conversion Proposal, is asking its
shareholders to approve the issuance of additional securities, the
additional securities to be issued (shares of common stock) will
not be used for the purpose of acquiring Cerecor Inc.
(“Cerecor”) or
any of its related companies or assets. As disclosed in the Proxy
Statement, the Cerecor asset acquisition (the “Acquistion”) has already been
fully consummated and the outcome of the vote on the Conversion
Proposal will have no impact whatsoever on the Acquisition or in
any way facilitate or hinder that completed
transaction.

The
Conversion Proposal instead relates to the independent questions of
whether shares of common stock may be issued upon the conversion of
the Company’s previously issued shares of Series G Preferred
in excess of the Nasdaq Cap and in accordance with the Nasdaq
Acquistion Rule. The Conversion Proposal allows the Company’s
shareholders to vote on what the capital structure of the Company
will look like on a go-forward basis after the Company’s
special meeting. If the Conversion Proposal is not approved, the
Series G Preferred Stock will remain outstanding and will not be
convertible into shares of common stock. This outcome was
contemplated by the Asset Purchase Agreement pursuant to which the
shares of Series G Preferred Stock were issued and of which Cerecor
was fully aware at the time it made its investment
decision.

As
disclosed in the Proxy Statement, shares of our Series G Preferred
Stock were issued as part of the consideration issued in connection
with the Acqusition of certain assets of Cerecor with was completed
on October 31, 2019. Under the Company’s organizational
documents, Delaware law and Nasdaq listing rules, the Company and
its board of directors had full authority, without shareholder
approval, to issue the shares of Series G Preferred Stock and to
consummate the Acquisition. No shareholder vote is being sought via
the Proxy Statement with respect to the authorization of the series
of preferred stock. Rather, at special meeting, the Company’s
shareholders will be asked to vote on whether the Series G
Preferred Stock will be convertible into shares of common stock in
excess of the Nasdaq Cap and in compliance with the Nasdaq
Acquistion Rule, such vote being required only by the listing rules
of the Nasdaq and not by Delaware law or the Company’s
organizational documents.

In
addition, Instruction 1 to Item 13 of Schedule 14A states that any
or all of the information required by Item 13(a) not material for
the exercise of prudent judgment in regard to the matter to be
acted upon may be omitted. As disclosed above, we do not believe
that the information is material for the exercise of prudent
judgement in regard to the Conversion Proposal.

In
light of the foregoing, the Company respectfully submits that the
information required by Items 13 and 14 of Schedule 14A is
inapplicable to the decision to be made by the Company’s
shareholders with respect to the Conversion Proposal. Such
information, if included in the Proxy Statement, may in fact cause
confusion regarding the nature of the Conversion Proposal and
mislead shareholders into believing that by voting against the
Conversion Proposal they are voting against the consummation of the
Acquisition. We call your attention to page 17 of the Amendment
where we have included additional disclosure to the effect that the
Acquisition has been fully consummated and that the Acquisition
will not be unwound or otherwise affected by the outcome of the
vote on the Conversion Proposal.

Thank
you for your review of the filing. If you should have any questions
regarding the response letter, please do not hesitate to contact
the undersigned at 720-437-6580, or Anthony W. Epps at (303)
352-1109.

Sincerely,

Aytu
BioScience, Inc.

/s/
Joshua Disbrow

Joshua
Disbrow

Chief
Executive Officer

cc:

Anthony W. Epps,
Dorsey & Whitney LLP