SecProbe.io

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 June 2, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Aytu BioPharma, Inc.

 Registration Statement on Form S-1

 File No. 333-287728

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “ Securities Act ”), Lake Street Capital Markets LLC, as the representative of several underwriters, hereby join in the request of Aytu BioPharma, Inc. for acceleration of the effective date of the above-referenced registration statement on Form S-1, as amended (the “ Registration Statement ”), so that it becomes effective as of 5:00 p.m. Eastern Time on Wednesday, June 4, 2025, or as soon thereafter as possible.

 Pursuant to Rule 460 of the General Rules and Regulations of the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned has and will comply, and it has been informed or will be informed by any participating dealers that they have complied or will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [Signature Page to Follow]

 Very truly yours,

 LAKE STREET CAPITAL MARKETS LLC

 on behalf of itself and as representative of the Underwriters

 By:

 /s/ Michael Townley

 Name:
 Michael Townley

 Title:

 Head of Investment Banking

 [Signature Page to Underwriter ’ s Acceleration Request]

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 AYTU BIOPHARMA, INC.

 7900 East Union Avenue, Suite 920
 Denver, Colorado 80237
 (720) 437-6580

 June 2, 2025

 VIA EDGAR

 United States

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:

 Aytu BioPharma, Inc. — Registration Statement on Form S-1 (File No. 333-287728 )

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-1 (File No. 333-287728) (the “Registration Statement”) of Aytu BioPharma, Inc. (the “Company”). We respectfully request that the Registration Statement be declared effective as of 5:00 p.m., Eastern Time, on June 4, 2025, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Dorsey & Whitney LLP, by calling Josh Erekson at (801) 933-4083.

 Very truly yours,

 AYTU BIOPHARMA, INC.

 /s/ Joshua R. Disbrow

 Name: Joshua R. Disbrow

 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

Joshua Disbrow
Chief Executive Officer and Director
Aytu BioPharma, Inc.
7900 East Union Avenue, Suite 920
Denver, CO 80237

 Re: Aytu BioPharma, Inc.
 Draft Registration Statement on Form S-1
 Submitted April 28, 2025
 CIK No. 0001385818
Dear Joshua Disbrow:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement at least
two business
days prior to the requested effective date and time. Please refer to Rules 460
and 461
regarding requests for acceleration. 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.

 Please contact Daniel Crawford at 202-551-7767 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Josh Erekson, Esq.
</TEXT>
</DOCUMENT>

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Aytu BioPharma, Inc.

7900 East Union Avenue, Suite 920

Denver, CO 80237

October 7, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Daniel Crawford

Re: Aytu BioPharma, Inc. – Registration Statement on Form S-3 (File No. 333-282347)

Ladies and Gentlemen:

In accordance with Rule 460 and 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the Registration Statement on Form S-3 (File No. 333-282347), as amended (the “Registration Statement”) of Aytu BioPharma, Inc. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern time, on October 11, 2024, or as soon thereafter as is reasonably practicable. Once the Registration Statement has been declared effective, please confirm orally that event with our counsel, Dorsey & Whitney LLP, by calling Tyler Griffin at (303) 229-9746.

			Very truly yours,

			Aytu BioPharma, Inc.

			By:

			/s/ Joshua R. Disbrow

			Name:

			Joshua R. Disbrow

			Title:

			Chairman and Chief Executive Officer

October 3, 2024
Joshua R. Disbrow
Chairman and Chief Executive Officer
Aytu BioPharma, Inc.
7900 East Union Avenue, Suite 920
Denver, CO 80237
Re:Aytu BioPharma, Inc.
Registration Statement on Form S-3
Filed September 26, 2024
File No. 333-282347
Dear Joshua R. Disbrow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Daniel Crawford at 202-551-7767 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Anthony Epps, Esq.

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Aytu Biopharma, Inc.

373 Inverness Parkway,
Suite 206

Englewood, Colorado
80112

June 7, 2023

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Jason L. Drory

Re: Aytu Biopharma, Inc.
 – Registration Statement on Form S-1 (File No. 333-271556)

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of the
Registration Statement on Form S-1 (File No. 333-271556), as amended (the “Registration Statement”) of Aytu Biopharma, Inc.
We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on June 8, 2023, or as soon
thereafter as is reasonably practicable. Once the Registration Statement has been declared effective, please confirm orally that event
with our counsel, Dorsey & Whitney LLP, by calling Josh Erekson at (801) 933-4083.

    Very truly yours,

    Aytu Biopharma, Inc.

    By:
    /s/ Joshua R. Disbrow

    Name:
    Joshua R. Disbrow

    Title:
    Chief Executive Officer

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June 7, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-1004

    Re:
    Aytu Biopharma, Inc.

    Registration Statement on Form S-1, as amended

    File No. 333-271556

Ladies and Gentlemen:

As the placement agent of
the proposed offering of Aytu Biopharma, Inc. (the “Company”), we hereby
join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m.,
Eastern Time, on Thursday, June 8, 2023, or as soon thereafter as is practicable.

Pursuant to Rule 460
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended,
we wish to advise you that, through June 7, 2023, we distributed to each dealer, who is reasonably anticipated to be invited to participate
in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated June 5,
2023, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that
they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    Maxim Group LLC

    By:
    /s/ Clifford A. Teller

    Name: Clifford A. Teller

    Title: Co-President

CORRESP
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June 16, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Aytu BioPharma, Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-265479)

​

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement on Form S-3 (File No. 333-265479) be accelerated so that it will be declared effective at 4:00PM EST on Wednesday, June 22, 2022 or as soon thereafter as is practicable.

 Very truly yours,

 Aytu BioPharma, Inc.

 By:

 /s/ Joshua Disbrow

 Name:

 Joshua Disbrow

 Title:

 Chief Executive Officer

​

United States securities and exchange commission logo
June 13, 2022
Joshua R. Disbrow
Chief Executive Officer
Aytu Biopharma, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu Biopharma, Inc.
Registration Statement on Form S-3
Filed June 8, 2022
File No. 333-265479
Dear Mr. Disbrow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jordan Nimitz at 202-551-5831 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

United States securities and exchange commission logo
February 23, 2022
Joshua Disbrow
Chief Executive Officer
Aytu Biopharma, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu Biopharma, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2021
Filed September 28, 2021
File No. 001-38247
Dear Mr. Disbrow:
            We have completed our review of your filings.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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​

February 22, 2022

​

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kristin Lochhead and Brian Cascio

Re: Responses to the Securities and Exchange Commission

Staff Comment dated February 17, 2022, regarding

Aytu BioPharma, Inc.

Form 10-K for the Fiscal Year Ended June 30

Filed September 28, 2021

Form 10-Q for the Quarterly Period Ended December 31, 2021

File No. 001-32731

Dear Sirs and Madams:

​

This letter is in response to your letter dated February 17, 2022 providing comments in Aytu BioPharma, Inc.’s (“Aytu”) Form 10-K for the Fiscal Year Ended June 30, 2021 and Form 10-Q for the Quarterly Period Ended December 31, 2021. For your convenience, your comments have been reproduced in their entirety below, followed by Aytu’s responses.

Form 10-K for the Fiscal Year Ended June 30, 2021

Item 9A. Controls and Procedures, page 106

 1. We have the following comments related to your response to comment 1 in our letter dated February 3, 2022. Please amend your 10-K as follows:

 ● Clearly disclose that internal control over financial reporting (ICFR) and disclosure controls and procedures (DCP) are NOT effective at June 30, 2021, as required by Item 308(a)(3) of Regulation S-K.

 ● Remove the reference to excluding changes in internal control over financial reporting related to the Neos subsidiary. Since you included Neos in your assessment of ICFR at June 30, 2021, changes in ICFR at Neos should not be excluded from your assessment. See Question 3 and 7 of Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports - Frequently Asked Questions, which is available on the Commission's website.

 ● Include disclosure of any changes in ICFR that occurred since/due to the acquisition of Neos that has materially affected, or is reasonably likely to materially affect, your ICFR.

 ● Clearly describe the actual material weakness in DCP rather than just state that it relates to your analysis of the accounting for goodwill and other intangibles and accounting for the impairment of long lived assets. For example, describe the actual controls that failed such as whether it related to impairment testing, valuation matters, etc. This way, when you describe how the material weaknesses were remediated in subsequent filings, investors can better understand how the changes in ICFR remediated the material weaknesses.

Aytu’s Response:

In response to the Staff’s comment, we propose to amend Form 10-K Item 9A for the fiscal year ended June 30, 2021 as follows:

“Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the

“Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2021, our principal executive officer and principal financial officer concluded that, as a result of the material weakness in our internal control over financial reporting as described below and in Part I Item 1A. of the Annual Report on Form 10-K, our disclosure controls and procedures were not effective as of the end of the period covered by this Report. Notwithstanding the material weakness, our management believes that the financial statements included elsewhere in this report present fairly, in all material respects, our financial position, results of operations, changes in stockholders’ equity (deficit) and cash flows in conformity with GAAP.

In connection with the preparation of our financial statements for the period ended June 30, 2021, we concluded that we had a material weakness in internal control over financial reporting related to our analysis for the accounting for the impairment of long-lived assets, including goodwill and other intangible assets. We perform an assessment to determine if an impairment of long-lived assets has occurred annually or when circumstances indicate an impairment may have occurred. This assessment is prepared by internal staffing and reviewed by the Chief Financial Officer. At year end, it was determined that we improperly aggregated certain assets when performing this assessment. This resulted in an incorrect conclusion that no impairment had occurred. In response, we sought and received technical guidance from third-party providers to review the assumptions and calculations included in our assessment. This deficiency did not result in a revision of any of our previously issued financial statements. However, if not addressed, the deficiency could result in a material misstatement in the future. In response, we have incorporated utilization of a third-party provider to review our assumptions and computations in our impairment analysis for completeness and accuracy. We believe that our controls are now designed properly and operating effectively.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2021. Our assessment of our internal controls over financial reporting excluded those processes or controls that exist at our Neos subsidiary, which we acquired on March 19, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Our management has concluded that, as of June 30, 2021, our internal control over financial reporting was not effective based on these criteria as a result of the material weakness discussed above.

Plante Moran, PLLC, the independent registered public accounting firm that audited our financial statements included in this Annual Report on Form 10-K, was not required to issue an attestation report on our internal control over financial reporting.

Changes in Internal Control over Financial Reporting

Other than the material weakness discussed above, there were no changes in our internal controls over financial reporting, known to the Chief Executive Officer or the Chief Financial Officer that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company’s assessment over changes in our internal controls over financial reporting excluded those processes or controls that exist at our Neos subsidiary, which we acquired from the March 19, 2021 Neos Merger. Neos’ last annual report for the year ended December 31, 2020 has been audited without any qualifications. Since the merger, there has been no significant change to its internal control over financial reporting.”

Form 10-Q for the Quarter Period Ended December 31, 2021

Item 4. Controls and Procedures, page 47

 2. We reference the disclosure that you have taken a "number of steps, including incorporating the third-party provider review and expertise" to remediate the material weakness in disclosure controls and procedures. In future filings, please provide a more detailed discussion of the specific changes that were made to your processes and how those changes resulted in the correction of the material weakness identified.

Aytu’s Response:

In response to the Staff’s comment, we hereby confirm that in future filings we will provide a more detailed discussion of the specific changes that were made to our processes and how those changes resulted in the correction of any material weakness identified.

* * * * *

​

Thank you for your review of the filing. If you have any questions or additional comments with respect to this response letter, please contact the undersigned by phone at 303-996-2639, or Anthony Epps of Dorsey & Whitney LLP, our outside legal counsel at 303-352-1109.

​

 Very truly yours,

 Aytu BioPharma, Inc.

 By:

 /s/ Mark K. Oki

 Name:

 Mark K. Oki

 Title:

 Chief Financial Officer

​

​

cc:Anthony Epps, Dorsey & Whitney LLP

United States securities and exchange commission logo
February 17, 2022
Joshua Disbrow
Chief Executive Officer
Aytu Biopharma, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu Biopharma, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2021
Filed September 28, 2021
Form 10-Q for the Quarterly Period Ended December 31, 2021
Filed February 14, 2022
File No. 001-38247
Dear Mr. Disbrow:
            We have reviewed your February 14, 2022 response to our comment letter and have the
following comments.  In our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Unless we note otherwise, our reference to prior comment is to the comment in our February 3,
2022 letter.
Form 10-K for the Fiscal Year Ended June 30, 2021
Item 9A. Controls and Procedures, page 106
1.We have the following comments related to your response to comment 1 in our letter
dated February 3, 2022.  Please amend your 10-K as follows:
•Clearly disclose that internal control over financial reporting (ICFR) and disclosure
controls and procedures (DCP) are NOT effective at June 30, 2021, as required by
Item 308(a)(3) of Regulation S-K.
•Remove the reference to excluding changes in internal control over financial
reporting related to the Neos subsidiary.  Since you included Neos in your assessment
of ICFR at June 30, 2021, changes in ICFR at Neos should not be excluded from your

 FirstName LastNameJoshua  Disbrow
 Comapany NameAytu Biopharma, Inc.
 February 17, 2022 Page 2
 FirstName LastName
Joshua  Disbrow
Aytu Biopharma, Inc.
February 17, 2022
Page 2
assessment.  See Question 3 and 7 of Management's Report on Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange Act Periodic
Reports - Frequently Asked Questions, which is available on the Commission's
website.
•Include disclosure of any changes in ICFR that occurred since/due to the acquisition
of Neos that has materially affected, or is reasonably likely to materially affect,
your ICFR.
•Clearly describe the actual material weakness in DCP rather than just state that it
relates to your analysis of the accounting for goodwill and other intangibles and
accounting for the impairment of long lived assets.  For example, describe the actual
controls that failed such as whether it related to impairment testing, valuation matters,
etc.  This way, when you describe how the material weaknesses were remediated in
subsequent filings, investors can better understand how the changes in
ICFR remediated the material weaknesses.
Form 10-Q for the Quarter Period Ended December 31, 2021
Item 4. Controls and Procedures, page 47
2.We reference the disclosure that you have taken a "number of steps, including
incorporating the third-party provider review and expertise" to remediate the material
weakness in disclosure controls and procedures.  In future filings, please provide a more
detailed discussion of the specific changes that were made to your processes and how
those changes resulted in the correction of the material weakness identified.
            In closing, 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 Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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February 14, 2022

​

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kristin Lochhead and Brian Cascio

Re: Response to the Securities and Exchange Commission

Staff Comment dated January 26, 2022, regarding

Aytu BioPharma, Inc.

Form 10-K for the Fiscal Year Ended June 30

Filed September 28, 2021

File No. 001-32731

Dear Sirs and Madams:

​

This letter is in response to your letter dated February 3, 2022 providing comments in Aytu BioPharma, Inc.’s  (“Aytu”) Form 10-K for the Fiscal Year Ended June 30, 2021. For your convenience, your comment has been reproduced in its entirety below, followed by Aytu’s responses.

Item 9A. Controls and Procedures, page 106

 1. Reference your response to prior comment 3 that your "internal control over financial reporting is effective with the exception of the material weakness noted above." Item 308(a)(3) of Regulation S-K prohibits management from concluding internal control over financial reporting is effective when one or more material weaknesses exist. Please amend the filing to comply with Item 308(a)(3) of Regulation S-K or explain to us why no such revision is required.

Aytu’s Response:

In response to the Staff’s comment, rather than amending the Form 10-K filing, we have provided disclosure in our Form 10-Q for the fiscal quarter ended December 31, 2022, filed on February 14, 2022, stating that, “In connection with the preparation of our financial statements for the period ended June 30, 2021, we concluded that we had a material weakness in internal control over financial reporting related to our analysis for the accounting of goodwill and other intangibles and accounting for the impairment of long-lived assets. As a result, our management concluded that, as of June 30, 2021, our internal controls over financial reporting were not effective (whereas we previously indicated in our Form 10-K that it is effective as of that date).”

We believe that while the disclosure in the Form 10-K provided sufficient information about the material weakness such that it was fully disclosed, the Form 10-Q disclosure resolves the open discrepancy identified by the Staff.

* * * * *

​

Thank you for your review of the filing. If you have any questions or additional comments with respect to this response letter, please contact the undersigned by phone at 303-996-2639, or Anthony Epps of Dorsey & Whitney LLP, our outside legal counsel at 303-352-1109.

​

 Very truly yours,

 Aytu BioPharma, Inc.

 By:

 /s/ Mark K. Oki

 Name:

 Mark K. Oki

 Title:

 Chief Financial Officer

​

​

cc:Anthony Epps, Dorsey & Whitney LLP

United States securities and exchange commission logo
February 3, 2022
Joshua Disbrow
Chief Executive Officer
Aytu Biopharma, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu Biopharma, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2021
Filed September 28, 2021
File No. 001-38247
Dear Mr. Disbrow:
            We have reviewed your February 2, 2022 response to our comment letter and have
the following comment.  In our comment, we may ask you to provide us with information so we
may better understand your disclosure.
            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 the comment, we may have additional
comments.  Unless we note otherwise, our reference to prior comment is to the comment in
our January 26, 2022 letter.
Form 10-K for the Fiscal Year Ended June 30, 2021
Item 9A. Controls and Procedures, page 106
1.Reference your response to prior comment 3 that your "internal control over financial
reporting is effective with the exception of the material weakness noted above."  Item
308(a)(3) of Regulation S-K prohibits management from concluding internal control over
financial reporting is effective when one or more material weaknesses exist.  Please
amend the filing to comply with Item 308(a)(3) of Regulation S-K or explain to us why no
such revision is required.

 FirstName LastNameJoshua  Disbrow
 Comapany NameAytu Biopharma, Inc.
 February 3, 2022 Page 2
 FirstName LastName
Joshua  Disbrow
Aytu Biopharma, Inc.
February 3, 2022
Page 2
            You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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February 2, 2022

​

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kristin Lochhead and Brian Cascio

Re: Response to the Securities and Exchange Commission

Staff Comment dated January 26, 2022, regarding

Aytu BioPharma, Inc.

Form 10-K for the Fiscal Year Ended June 30

Filed September 28, 2021

File No. 001-32731

Dear Sirs and Madams:

​

This letter is in response to your letter dated January 26, 2022 providing comments in Aytu BioPharma, Inc.’s  (“Aytu”) Form 10-K for the Fiscal Year Ended June 30, 2021. For your convenience, your comments have been reproduced in their entirety below, followed by Aytu’s responses.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, Comparison of the years ended June 30, 2021 and 2020, page 98

 1. We reference your disclosures attributing material fluctuations in your revenues, costs and expenses to multiple factors. In future filings, please quantify each factor cited so that investors may understand the magnitude and relative impact of each factor. For example, you should quantify the impact of material acquisitions on revenue and costs of revenues as well as the amount of revenue loss attributed to terminated contracts. Also consider providing revenue fluctuations by product or product grouping. In addition, future filings should separately quantify research and development expenses by each product candidate for which significant investments were made during the periods, e.g., for AR101 and Healight. Refer to Item 303(b) of Regulation S-K.

Aytu’s Response:

Aytu acknowledges the Staff’s comment and will seek to provide appropriate disclosures in future filings of quantitative information regarding the factors material to fluctuations in our revenues, costs and expenses period over period. We will also take into consideration your suggestion to provide these changes by product or product grouping. We will make these changes beginning with our quarterly report on Form 10-Q for the period ended December 31, 2021.

Critical Accounting Estimates, Impairment of Long-lived Assets, page 105

 2. We note your disclosure related to possible future Goodwill impairment on page F-23. In regards to your goodwill and the related impairment evaluation, please revise your future filings to identify the at-risk reporting units (i.e., fair value is not substantially in excess of the carrying value) and disclose the percentage by which fair value exceeded carrying value as of the date of the most recent test and the amount of goodwill allocated to the reporting unit.

Aytu’s Response:

Aytu acknowledges the Staff’s comment and will seek to provide appropriate disclosures in future filings, beginning with our Form 10-Q for the period ending December 31, 2021, to outline that we evaluate goodwill impairment for our BioPharma segment and our Consumer Health segment, the only two segments with associated goodwill. We also propose that we disclose the fair and carrying values of the Consumer Health segment rather than the percentage difference that the Staff recommends, proving additional information to the reader of the filing.

Item 9A. Controls and Procedures, page 106

 3. We note your discussion in the first paragraph under Evaluation of Disclosure Controls and Procedures that as of June 30, 2021 as a result of the material weakness in internal control over financial reporting your disclosure controls and procedures were not effective. Please explain to us how you concluded that your internal control over financial reporting is effective at June 30, 2021.

Aytu’s Response:

In response to the Staff’s comment, we note that the stated conclusion that our controls were effective at June 30, 2021 was an oversight. The statement should have read, “Our management has concluded that, with the exception of the material weakness noted above, as of June 30, 2021, our internal control over financial reporting is effective based on these criteria”

* * * * *

​

Thank you for your review of the filing. If you have any questions or additional comments with respect to this response letter, please contact the undersigned by phone at 303-996-2639, or Anthony Epps of Dorsey & Whitney LLP, our outside legal counsel at 303-352-1109.

​

 Very truly yours,

 Aytu BioPharma, Inc.

 By:

 /s/ Mark K. Oki

 Name:

 Mark K. Oki

 Title:

 Chief Financial Officer

​

​

cc:Anthony Epps, Dorsey & Whitney LLP

United States securities and exchange commission logo
January 26, 2022
Joshua Disbrow
Chief Executive Officer
Aytu Biopharma, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu Biopharma, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2021
Filed September 28, 2021
File No. 001-38247
Dear Mr. Disbrow:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended June 30, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, Comparison of the years ended June 30, 2021 and 2020, page 98
1.We reference your disclosures attributing material fluctuations in your revenues, costs and
expenses to multiple factors.  In future filings, please quantify each factor cited so that
investors may understand the magnitude and relative impact of each factor. For example,
you should quantify the impact of material acquisitions on revenue and costs of
revenues as well as the amount of revenue loss attributed to terminated contracts.
Also consider providing revenue fluctuations by product or product grouping.   In
addition, future filings should separately quantify research and development expenses by
each product candidate for which significant investments were made during the periods,
e.g., for AR101 and Healight.  Refer to Item 303(b) of Regulation S-K.

 FirstName LastNameJoshua  Disbrow
 Comapany NameAytu Biopharma, Inc.
 January 26, 2022 Page 2
 FirstName LastName
Joshua  Disbrow
Aytu Biopharma, Inc.
January 26, 2022
Page 2
Critical Accounting Estimates, Impairment of Long-lived Assets, page 105
2.We note your disclosure related to possible future Goodwill impairment on page F-23.   In
regards to your goodwill and the related impairment evaluation, please revise your future
filings to identify the at-risk reporting units (i.e., fair value is not substantially in excess of
the carrying value) and disclose the percentage by which fair value exceeded carrying
value as of the date of the most recent test and the amount of goodwill allocated to the
reporting unit.
Item 9A. Controls and Procedures, page 106
3.We note your discussion in the first paragraph under Evaluation of Disclosure Controls
and Procedures that as of June 30, 2021 as a result of the material weakness in internal
control over financial reporting your disclosure controls and procedures were not
effective. Please explain to us how you concluded that your internal control over financial
reporting is effective at June 30, 2021.
            In closing, 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 Kristin Lochhead at (202) 551-3664 or Brian Cascio, Accounting
Branch Chief, at (202) 551-3676 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
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​

October 6, 2021

​

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Aytu BioPharma, Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-259862)

Ladies and Gentlemen:

​

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement on Form S-3 (File No. 333-259862) be accelerated so that it will be declared effective at 8:00 AM EST on Thursday, October 7, 2021 or as soon thereafter as is practicable.

​

 Very truly yours,

 Aytu BioPharma, Inc.

 By:

 /s/ Joshua Disbrow

 Name:

 Joshua Disbrow

 Title:

 Chief Executive Officer

​

United States securities and exchange commission logo
October 5, 2021
Richard Eisenstadt
Chief Financial Officer
Aytu BioPharma, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu BioPharma, Inc.
Registration Statement on Form S-3
Filed September 28, 2021
File No. 333-259862
Dear Mr. Eisenstadt:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony W. Epps, Esq.

CORRESP
1
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February 8, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Aytu BioScience, Inc. (the “Company”)

Registration Statement on Form S-4 (File No. 333-252450)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement on Form S-4
(File No. 333-252450) be accelerated so that it will be declared effective at 4:00PM EST on Tuesday, February 9, 2021 or as soon
thereafter as is practicable.

    Very truly yours,

    Aytu BioScience, Inc.

    By:
    /s/ Joshua Disbrow

    Name:
    Joshua Disbrow

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
February 3, 2021
Joshua Disbrow
Chief Executive Officer
Aytu BioScience, Inc.
373 Inverness Parkway, Suite 206
Englewood, CO 80112
Re:Aytu BioScience, Inc.
Registration Statement on Form S-4
Filed January 27, 2021
File No. 333-252450
Dear Mr. Disbrow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jason L. Drory at 202-551-8342 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony W. Epps, Esq.

United States securities and exchange commission logo
June 12, 2020
Joshua Disbrow
Chief Executive Officer
Aytu BioScience, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu BioScience, Inc.
Registration Statement on Form S-4
Filed June 8, 2020
File No. 333-239011
Dear Mr. Disbrow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony Epps

CORRESP
1
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June 12, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Aytu BioScience, Inc. (the “Company”)

Registration Statement on Form S-4 (File No. 333-239011)

Ladies and Gentlemen:

In accordance with Rules 460 and 461 under
the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement
on Form S-4 (File No. 333-239011) be accelerated so that it will be declared effective at 4:00PM EST on Wednesday, June 17,
2020 or as soon thereafter as is practicable.

    Very truly yours,

    Aytu BioScience, Inc.

    By:
    /s/ Joshua Disbrow

    Name:
    Joshua Disbrow

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

June 12, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Aytu BioScience, Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-239010)

Ladies and Gentlemen:

In accordance with Rules 460 and 461 under
the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement
on Form S-3 (File No. 333-239010) be accelerated so that it will be declared effective at 4:00PM EST on Wednesday, June 17,
2020 or as soon thereafter as is practicable.

    Very truly yours,

    Aytu BioScience, Inc.

    By:
    /s/ Joshua Disbrow

    Name:
    Joshua Disbrow

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

February 27, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re:  Aytu BioScience, Inc. (the “Company”)

    Registration Statement on Form S-3 (File No. 333-236599)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement on Form S-3
(File No. 333-236599) be accelerated so that it will be declared effective at 4:00PM EST on Friday, February 28, 2020 or as
soon thereafter as is practicable.

    Very truly yours,

    Aytu BioScience, Inc.

    By:
    /s/ Joshua Disbrow

    Name:
    Joshua Disbrow

    Title:
    Chief Executive Officer

February 27, 2020
Joshua Disbrow
Chief Executive Officer
Aytu Biosciences, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu Bioscience, Inc.
Registration Statement on Form S-3
Filed February 24, 2020
File No. 333-236599
Dear Mr. Disbrow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Courtney Lindsay at (202) 551-7237 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

CORRESP
1
filename1.htm

January 14, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Aytu BioScience, Inc.

Registration Statement on Form S-4 (File No. 333-235695)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement on Form S-4
(File No. 333-235695) be accelerated so that it will be declared effective at 11:00 AM EST on Wednesday, January 15, 2020
or as soon thereafter as is practicable.

    Very truly yours,

    Aytu BioScience, Inc.

    By:
    /s/ Joshua Disbrow

    Name:
    Joshua Disbrow

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

January 7, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Re: Aytu BioScience, Inc. (the “Company”)

Registration Statement on Form S-3 (File No. 333-235548)

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, the undersigned respectfully requests that the effective date for the Registration Statement on Form S-3
(File No. 333-235548) be accelerated so that it will be declared effective at 4:00PM EST on Friday, January 10, 2020 or as soon
thereafter as is practicable.

    Very truly yours,

    Aytu BioScience, Inc.

    By:
    /s/ Joshua Disbrow

    Name:
    Joshua Disbrow

    Title:
    Chief Executive Officer

CORRESP
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December 31, 2019

        Division of Corporation Finance

        Office of Life Sciences

        Attn: Chris Edwards & Mary Beth Breslin

        Securities and Exchange Commission

        100 F Street, N.E.

        Washington, D.C. 20549

 Re: Responses to the Securities and Exchange Commission

Staff Comments dated December 30, 2019, regarding

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 Sir/Madam:

This letter responds to the staff’s comments set forth
in the December 30, 2019 letter regarding the above-referenced Registration Statement on Form S-3 filed December 17, 2019 and Amendment
No. 1 to the Registration Statement on Form S-3 filed December 20, 2019. 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:

Amendment No. 1 to the Registration
Statement on Form S-3

Documents Incorporated by Reference,
page 18

Staff Comment No. 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.

Division of Corporation Finance

December 31, 2019

Page 2

Aytu BioScience, Inc.’s Response:

We have revised the incorporation by reference section
in Amendment No. 2 to the Registration Statement on Form S-3 to include the Current Reports on Form 8-K filed on August 2, 2019,
September 18, 2019, December 2, 2019 and December 11, 2019.

General

Staff Comment No. 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 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.

Aytu BioScience, Inc.’s Response:

We respectfullyadvise the Staff that the our forum selection
provision follows established Delaware case law and legislation. Accordingly, this provision is not intended to apply to claims
arising under the Securities Act of 1933, as amended, and/or the Securities Exchange Act of 1934, as amended. In response to the
Staff’s comment, we agree that we will include in our future filings, the following risk factor disclosure:

“Our Amended and Restated Bylaws provides
that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our
stockholders, including claims under the Securities Act, which could limit our stockholders’ ability to obtain a favorable
judicial forum for disputes with us or our directors, officers or employees.

Division of Corporation Finance

December 31, 2019

Page 3

Our Amended and Restated Bylaws provides that the Court
of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any
derivative action or proceeding brought on our behalf, (ii) any action asserting a claim for breach of a fiduciary duty owed by
any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant
to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws or (iv) any action asserting
a claim governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring
a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which
may discourage such lawsuits against us and our directors, officers, employees and agents. Stockholders who do bring a claim in
the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in
or near the State of Delaware. The Court of Chancery may also reach different judgments or results than would other courts, including
courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments
or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find the choice of forum provision
contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated
with resolving such action in other jurisdictions, which could adversely affect our business and financial condition. Notwithstanding
the foregoing, the exclusive provision shall not preclude or contract the scope of exclusive federal or concurrent jurisdiction
for actions brought under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, or the respective
rules and regulations promulgated thereunder.”

* * * * *

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 or Anthony W. Epps of Dorsey &
Whitney LLP at (303) 352-1109.

    Sincerely,

    Aytu BioScience, Inc.

    Josh R. Disbrow

    Chief Executive Officer

cc:	    Anthony W. Epps, Dorsey & Whitney LLP

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

December 2, 2019
Joshua R. Disbrow
Chief Executive Officer
Aytu BioScience, Inc.
373 Inverness Parkway, Suite 206
Englewood, CO 80112
Re:Aytu BioScience, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 4, 2019
File No. 001-38247
Dear Mr. Disbrow:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony Epps, Esq.

CORRESP
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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

November 18, 2019
Joshua R. Disbrow
Chief Executive Officer
Aytu BioScience, Inc.
373 Inverness Parkway, Suite 206
Englewood, CO 80112
Re:Aytu BioScience, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed November 4, 2019
File No. 001-38247
Dear Mr. Disbrow:
            We have reviewed your filing 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 these comments 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
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Nasdaq Rule 5635(d) Proposal, page 7
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.
Conversion Proposal, page 11
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.
            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.

 FirstName LastNameJoshua R. Disbrow
 Comapany NameAytu BioScience, Inc.
 November 18, 2019 Page 2
 FirstName LastName
Joshua R. Disbrow
Aytu BioScience, Inc.
November 18, 2019
Page 2
            Please contact Ada D. Sarmento at 202-551-3798 or Irene Paik at 202-551-6553 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Anthony Epps, Esq.

CORRESP
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Aytu BioScience,
Inc.

373 Inverness Parkway,
Suite 206

Englewood, CO 80112

October 3, 2018

VIA EDGAR

United States Securities
and Exchange Commission

Division of Corporation
Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Irene Paik

Re:  Aytu BioScience, Inc. – Registration Statement on Form S-1 (File No. 333-227243)

Ladies and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the Registration Statement on Form S-1 (File No. 333-227243), as amended (the “Registration Statement”) of Aytu BioScience,
Inc. We respectfully request that the Registration Statement become effective as of 5:00 p.m., Eastern Time, on October 4, 2018,
or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please confirm orally that
event with our counsel, Dorsey & Whitney LLP, by calling Anthony Epps at (303) 352-1109.

    Very truly yours,

    Aytu BioScience, Inc.

    By:
    /s/ Joshua R. Disbrow

    Name:
        Joshua R. Disbrow

    Title:
        Chairman and Chief Executive Officer

September 17, 2018
Joshua R. Disbrow
Chairman and Chief Executive Officer
Aytu Bioscience, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re:Aytu Bioscience, Inc.
Registration Statement on Form S-1
Filed September 7, 2018
File No. 333-227243
Dear Mr. Disbrow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Michael R. Newton - Dorsey & Whitney LLP

May 8, 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 completed our review of your filing.  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.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Marcelle S. Balcombe, Esq.

CORRESP
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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

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.

CORRESP
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Aytu BioScience, Inc.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

February
28, 2018

EDGAR

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:  Aytu BioScience, Inc.

    Registration Statement on Form S-1

    File No. 333-222994

Ladies and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Aytu BioScience, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 5:00 p.m., Eastern Time, on March 1, 2018, or as soon thereafter as possible.

The Company hereby
acknowledges the following:

 · that should the Commission or the staff, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert the declaration of effectiveness as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

    Aytu BioScience,
Inc.

    /s/Joshua R. Disbrow

    Name: Joshua R. Disbrow
Title: Chief Executive Officer

CORRESP
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Joseph Gunnar & Co., LLC

30 Broad Street, 11th Floor, New York,
NY 10004

February 28, 2018

VIA EDGAR

U.S. Securities and Exchange Commission

100 F St., NE

Washington, D.C. 20549

Attention: Irene Paik

Re:  Aytu Bioscience, Inc.

    Registration Statement on Form S-1
                                         (File No. 333-222994)

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Joseph Gunnar
& Co., LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m. Eastern Time on March 1, 2018, or as soon thereafter as practicable.

Pursuant to Rule 460 under the
Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to
be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that
it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that
they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

    Very truly yours,

    Joseph Gunnar & Co., LLC

    By:
    /s/  Eric Lord

    Name: Eric Lord
Title: Head of Investment Banking / Underwritings

November 30, 2017
Joshua R.  Disbrow
Chief Executive Officer
Aytu Bioscience, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Aytu Bioscience, Inc.
Registration Statement on Form S-3
Filed November 22, 2017
File No. 333-221735Re:
Dear Mr. Disbrow:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Christine Westbrook at (202) 551-5019 with any questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc: Marcelle S. Balcombe, Esq.

CORRESP
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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

November 30, 2017

Via Edgar

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Christine Westbrook

Re:   Aytu Bioscience, Inc.

    Registration Statement on Form S-3

    Filed November 22, 2017

    File No. 333-221735

Ladies and Gentlemen:

Pursuant to Rule
461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Aytu BioScience, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:30 p.m., Eastern Daylight Time, on Friday, December 1, 2017, or as soon thereafter as possible.

The Company acknowledges
the following:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    	AYTU BIOSCIENCE,
INC.

    By:
    /s/ Joshua R. Disbrow

    Joshua R. Disbrow
Chief Executive Officer

CORRESP
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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

October 23, 2017

Via Edgar

Division of Corporate Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Irene Paik

    Mary Beth Breslin

    Re:
    Aytu Bioscience, Inc.

    Registration Statement on Form S-1

    Filed September 5, 2017

    File No. 333-220351

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Aytu BioScience, Inc. (the “Company”)
respectfully requests that the effective date of the registration statement referred to above be accelerated so that it will become
effective at 4:30 p.m., Eastern Daylight Time, on Tuesday, October 24, 2017, or as soon thereafter as possible.

The Company acknowledges
the following:

 · should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AYTU BIOSCIENCE, INC.

    By:
    /s/ Gregory Gould

    Gregory Gould

    Chief Financial Officer

CORRESP
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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

    September 22, 2017

Via Edgar

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Irene Paik

Mary
Beth Breslin

 Re: Aytu Bioscience, Inc.

Registration
Statement on Form S-1

Filed
September 5, 2017

File
No. 333-220351

Ladies and Gentlemen:

Aytu Bioscience, Inc. (the “Company”),
in connection with its filing of Amendment No. 1 to its Registration Statement on Form S-1, hereby responds to the Staff’s
comments raised in the Staff’s letter dated September 12, 2017. For ease of reference, the Staff’s comments are reproduced
below in their entirety, and the Company’s responses immediately follow.

Form S-1 filed September 5, 2017

Incorporation of Documents by Reference, page
50

 1. Please revise this section to incorporate by reference
all Current Reports on Form 8-K filed since the end of your fiscal year. See Item 12(a)(2) of Form S-1.

Response:
The Company has revised to incorporate all current reports on Form 8-K filed since the end of the fiscal year.

General

 2. We note that you have a pending request for confidential
treatment. Please be advised that we will not be in a position to declare your registration statement effective until we resolve
any issues concerning the confidential treatment request.

Response:
The Company acknowledges the Staff’s comment.

Should
you have any questions or comments with respect to the foregoing, please contact our counsel Marcelle S. Balcombe or Gregory Sichenzia
at 212-930-9700.

    Very truly
yours,

    AYTU BIOSCIENCE,
INC.

    By:
    /s/ Gregory Gould

    Gregory Gould
Chief Financial Officer

September 12, 2017
Joshua R. Disbrow
Chief Executive Officer
Aytu Bioscience, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Aytu Bioscience, Inc.
Registration Statement on Form S-1
Filed September 5, 2017
File No. 333-220351Re:
Dear Mr. Disbrow:
We have limited our review of your registration statement to those issues we have
addressed in our 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.
Form S-1 filed September 5, 2017
Incorporation of Documents by Reference, page 50
1. Please revise this section to incorporate by reference all Current Reports on Form 8-K
filed since the end of your fiscal year. See Item 12(a)(2) of Form S-1.
General
2. We note that you have a pending request for confidential treatment. Please be advised that
we will not be in a position to declare your registration statement effective until
we resolve any issues concerning the confidential treatment request.

Joshua R. Disbrow
Aytu Bioscience, Inc.
September 12, 2017
Page 2
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.
Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please 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 Balcombe - Sichenzia Ross Ference
Kesner LLP

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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

October 26, 2016

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Aytu BioScience, Inc.

Registration Statement on Form S-1

Filed September 21, 2016

File No. 333-213738

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Aytu BioScience, Inc. (the “Registrant”) hereby requests that the
United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective
date of the above-referenced registration statement (the “Registration Statement”) to October 27, 2016 at 5:00 p.m.
Eastern Time, or as soon thereafter as practicable.

Once the Registration Statement is
effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Andrew J. Gibbons
at (919) 781-4000. We also respectfully request that a copy of the written order from the Commission verifying the effective
date and time of the Registration Statement be sent to Mr. Gibbons via email at agibbons@wyrick.com.

Please be advised that the amount of compensation
to be paid to the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating
in the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry
Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

In connection with the foregoing, the
Registrant hereby acknowledges the following:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    •

    the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AYTU BIOSCIENCE, INC.

    By:
    /s/ Gregory A. Gould

    Gregory A. Gould

    Chief Financial Officer

CORRESP
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JOSEPH GUNNAR & CO., LLC

30 Broad Street, 11th Fl

New York, NY 10004

October 26, 2016

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Aytu BioScience, Inc.

Registration Statement on Form S-1

Filed September 21, 2016

File No. 333-213738

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), we, the representative of the several underwriters (the “Representative”), hereby
join in the request of the Company that the effective time of the above-referenced Registration Statement be accelerated so that
it will be declared effective at 5:00 p.m. Eastern Time on Thursday, October 27, 2016, or as soon thereafter as practicable.

Pursuant to Rule
460 under the Securities Act, please be advised that during the period from October 11, 2016 to the date of this letter, we,
acting on behalf of the several underwriters, distributed as many copies of the Preliminary Prospectuses, dated October 11,
2016 and October 25, 2016 as appears to be reasonable to secure adequate distribution of the Preliminary Prospectus.

    Very truly yours,

    JOSEPH GUNNAR & CO., LLC

    By: /s/ Eric Lord

    Name: Eric Lord

        Title: Head of Investment

        Banking/Underwritings

CORRESP
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JOSEPH GUNNAR & CO., LLC

30 Broad Street, 11th Fl

New York, NY 10004

October 21, 2016

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Aytu BioScience, Inc.

Registration Statement on Form S-1

Filed September 21, 2016

File No. 333-213738

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), we, the representative of the several underwriters (the “Representative”), hereby
join in the request of the Company that the effective time of the above-referenced Registration Statement be accelerated so that
it will be declared effective at 5:00 p.m. Eastern Time on Monday, October 24, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460
under the Securities Act, please be advised that during the period from October 11, 2016 to the date of this letter, we, acting
on behalf of the several underwriters, distributed as many copies of the Preliminary Prospectuses, dated October 11, 2016 as appears
to be reasonable to secure adequate distribution of the Preliminary Prospectus.

    Very truly yours,

    JOSEPH GUNNAR & CO., LLC

    By: /s/ Eric Lord

    Name: Eric Lord

        Title: Head of Investment

        Banking/Underwritings

CORRESP
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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

October 21, 2016

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Aytu BioScience, Inc.

Registration Statement on Form S-1

Filed September 21, 2016

File No. 333-213738

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Aytu BioScience, Inc. (the “Registrant”) hereby requests that the
United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective
date of the above-referenced registration statement (the “Registration Statement”) to October 24, 2016 at 5:00 p.m.
Eastern Time, or as soon thereafter as practicable.

Once the Registration Statement is
effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Andrew J. Gibbons
at (919) 781-4000. We also respectfully request that a copy of the written order from the Commission verifying the effective
date and time of the Registration Statement be sent to Mr. Gibbons via email at agibbons@wyrick.com.

Please be advised that the amount of compensation
to be paid to the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating
in the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry
Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

In connection with the foregoing, the
Registrant hereby acknowledges the following:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    •

    the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AYTU BIOSCIENCE, INC.

    By:
    /s/ Gregory A. Gould

    Gregory A. Gould

    Chief Financial Officer

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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

Mail Stop 4546
October 7, 2016

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-1
Filed  September 2 1, 2016
  File No.  333-213738

Dear Mr. Disbrow :

We have limited our review of your registration statement to those issues w e have
addressed in our comment .

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comment applies 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 this comment , we may have  additional comments.

Exhibit 5.1

1. We note that the opinion is qualifi ed to the Delaware General Corporation Law .  Given
that the warrants you intend to offer are  governed by th e 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 r efer to Section II.B.1.f of Staff Legal Bulletin No. 19, available on
the Commission ’s website.

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.

Joshua R. Disbrow
Aytu BioScience , Inc.
October 7, 2016
Page 2

 Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please  contact Scot Foley  at (202) 551 -3383  or Mary Beth Breslin at (202)  551-3625  with
any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
        Office of Healthcare and Insurance

cc:  Alexander M. Donaldson , Esq.

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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

September 16, 2016

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Jeffrey Gabor

 Re: Aytu BioScience, Inc.

Registration Statement on Form S-1

Filed September 2, 2016

File No. 333-213489

Ladies and Gentlemen:

	Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Aytu BioScience, Inc. (the “Registrant”) hereby requests that the
United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective
date of the above-referenced registration statement (the “Registration Statement”) to September 19, 2016 at 4:00 p.m.
Eastern Time, or as soon thereafter as practicable.

	In connection with the foregoing, the
Registrant hereby acknowledges the following:

    •

    should the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    •

    the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    •

    the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AYTU BIOSCIENCE, INC.

    By:
    /s/ Gregory A. Gould

    Gregory A. Gould

    Chief Financial Officer

Mail Stop 4546

September 15, 2016

Joshua R. Disbrow
Chief Executive Officer
Aytu Bioscience, Inc.
373 Inverness Parkway, Suite 206
Englewood, CO 80112

Re: Aytu Bioscience, Inc.
  Registration Statement on Form S-1
Filed  September 2, 2016
  File No.  333-213489

Dear Mr. Disbrow :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to  a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the  company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission o r the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments  and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider  a
written request for acceleration of the effective date of the registration statement as confirmation

Joshua R. Disbrow
Aytu Bioscience, Inc.
September 15, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchan ge Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Jeffrey Gabor at (202) 551 -2544  with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Alexander M. Donaldson, Esq.
 Wyrick Robbins Yates & Ponton LLP

Mail Stop 4720

June 2 8, 2016

Joshua R. Disbrow
Chief Executive Officer
Aytu BioScience, Inc.
373 Inverness Parkway, Suite 206
Englewood, CO  80112

Re: Aytu BioScience, Inc.
  Registration Statement on Form S-1
Filed  June 17 , 2016
  File No.  333-212100

Dear Mr. Disb row:

This is to advise you that we have not reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of t he effective date of the pending regist ration
statement, please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclos e the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the ad equacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the Unit ed States.

Joshua R. Disbrow
Aytu BioScience, Inc.
June 2 8, 2016
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are a ware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Joshua Samples  at (202) 551 -3199  or Joseph Mc Cann  at (202) 551 -
6262  with any questions.

Sincerely,

 /s/ Joseph McCann for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Alexander Donaldson, Esq.
 Wyrick Robbins Yates & Ponton LLP

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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

June 28, 2016

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

 Re: Aytu BioScience, Inc.

Registration
Statement on Form S-1

Filed
June 17, 2016

File
No. 333-212100

Ladies and Gentlemen:

Aytu BioScience, Inc., a Delaware corporation
(the “Registrant”), hereby requests that the Securities and Exchange Commission take appropriate action to make the
Registration Statement on Form S-1 (File No. 333-212100) effective as of 4:00 p.m. Eastern Time, Thursday, June 30, 2016, or as
soon thereafter as practicable. Please advise our corporate counsel, Alexander M. Donaldson at (919) 781-4000, of any questions.

With respect to the aforementioned registration
statement, the Registrant hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

 · the Registrant will not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

    Very truly yours,

    AYTU BIOSCIENCE, INC.

    By:
    /s/ Gregory A. Gould

    Gregory A. Gould
Chief Financial Officer

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JOSEPH GUNNAR & CO., LLC

30 Broad Street, 11th Fl

New York, NY 10004

 April 29, 2016

VIA EDGAR

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Aytu Bioscience, Inc. (the “Company”)

    File No. 333-210144

    Registration Statement on Form S-1

Ladies and Gentlemen:

Pursuant to Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), we, the representative of the several underwriters (the “Representative”), hereby
join in the request of the Company that the effective time of the above-referenced Registration Statement be accelerated so that
it will be declared effective at 5:00 p.m. Eastern Time on Monday, May 2, 2016, or as soon thereafter as practicable.

Pursuant to Rule 460
under the Securities Act, please be advised that during the period from April 25, 2016 to the date of this letter, we, acting on
behalf of the several underwriters, distributed as many copies of the Preliminary Prospectuses, dated April 25, 2016 as appears
to be reasonable to secure adequate distribution of the Preliminary Prospectus.

    Very truly yours,

    JOSEPH GUNNAR & CO., LLC

    By:  /s/ Eric Lord

    Name: Eric Lord

    Title:
Head of Investment

         Banking/Underwritings

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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

April 29, 2016

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

 Re: Aytu BioScience, Inc.
 Registration Statement on Form S-1
 Filed March 11, 2016

                                                                                6 File No. 333-210144

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities
Act of 1933, as amended (the “Act”), Aytu BioScience, Inc. (the “Registrant”) hereby requests that the
United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate the effective
date of the above-referenced registration statement (the “Registration Statement”) to May 2, 2016 at 5:00 p.m. Eastern
Time, or as soon thereafter as practicable.

Once the Registration Statement is
effective, please orally confirm the event with our counsel, Wyrick Robbins Yates & Ponton LLP, by calling Alexander M.
Donaldson at (919) 781-4000. We also respectfully request that a copy of the written order from the Commission verifying the
effective date and time of the Registration Statement be sent to Mr. Donaldson via email at adonaldson@wyrick.com.

Please be advised that the amount of compensation
to be paid to the underwriters and any other arrangements among the Registrant and the underwriters and other broker-dealers participating
in the distribution, as described in the Registration Statement, have been reviewed to the extent required by the Financial Industry
Regulatory Authority and such Authority has issued a statement expressing no objections to the compensation and other arrangements.

In connection with the foregoing, the
Registrant hereby acknowledges the following:

 • should
the Commission or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not
foreclose the Commission from taking any action with respect to the Registration Statement;

 • the
action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
Statement; and

 • the
Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    AYTU BIOSCIENCE, INC.

    By:
     /s/ Gregory
A. Gould

    Gregory A. Gould

    Chief Financial Officer

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April 1, 2016

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Attn: Suzanne Hayes

 Re: Aytu BioScience, Inc.

Preliminary Proxy Statement on Schedule
14A

Filed March 15, 2016

File No. 000-53121

Dear Ms. Hayes:

Aytu BioScience, Inc. (“Aytu”)
provides this letter in response to the comment of the Staff of the Securities and Exchange Commission (the “Commission”)
with respect to the above-captioned filing, as set forth in the Staff’s comment letter dated March 28, 2016. Aytu filed revised
preliminary proxy materials on March 30, 2016 in response to the comments of the Commission.

Aytu acknowledges that:

 · Aytu is responsible for the adequacy and accuracy of the disclosure
in the filing;

 · Staff comments or changes to disclosure in response to Staff comments
do not foreclose the Commission from taking any action with respect to the filing; and

 · Aytu may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

    AYTU BIOSCIENCE, INC.

    /s/ Gregory A. Gould

    Gregory A. Gould

    Chief Financial Officer

Mail Stop 4720
April 1, 2016

Joshua R. Disbrow
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 March 15, 2016
File No. 000 -53121

Dear Mr. Disbrow:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing  and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing  to be certain that the filing  includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Alexander M. Donaldson, Esq.
Wyrick Robbins Yates & Ponton LLP

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Alexander M. Donaldson

adonaldson@wyrick.com

March 30, 2016

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, DC 20549

Attn: Suzanne Hayes

 Re: Aytu BioScience, Inc.

Preliminary
Proxy Statement on Schedule 14A

Filed
March 15, 2016

File
No. 000-53121

Dear Ms. Hayes:

We write this letter on behalf of our client
Aytu BioScience, Inc. in response to the comment of the Staff of the Securities and Exchange Commission with respect to the above-captioned
filing, as set forth in the Staff’s comment letter dated March 28, 2016. For the Staff’s convenience, our response
below is numbered to correspond to the numbered comment in the Staff’s letter, which is repeated below in italics.

Proposal No. 3, page 8

 1. We note that your board of directors will be given discretion to set the exchange ratio for your reverse stock split at
a point between 1-for-4 shares and 1-for-12 shares. We also note your disclosure on page 10 that you currently have 389 record
holders. Please tell us what consideration you gave to the application of Exchange Act Rule 13e-3 and address whether the transaction
will result in one of the going-private effects listed in Rule 13e-3(a)(3)(ii). Also revise the proxy statement to disclose whether
the transaction will result in fewer than 300 holders of record, which would cause you to be eligible to terminate reporting obligations
under Section 12(g) or Section 15(d). Alternatively, please comply with the requirements as set forth in paragraphs (d), (e), and
(f) of Rule 13e-3.

Division of Corporation Finance

March 30, 2016

Page 2

On page 10, the second paragraph of the
preliminary proxy statement filed on March 15 read as follows:

“As of the record date, there
were [389] holders of record of our common stock (although there are significantly more beneficial holders). We do not expect
the Reverse Stock Split to result in a significant reduction in the number of record holders.”

We had intended the statement that there
was no expectation of a significant decrease in the number of stockholders to convey that there also was no expectation of a going
private transaction. We have increased the disclosure in this paragraph to specifically state this and to address the Staff’s
comment.

On page 10, the second paragraph of the
preliminary proxy statement now reads as follows:

“As of the record date, there
were [389] holders of record of our common stock (although there are significantly more beneficial holders). Based on our
stockholders of record as of April 1, 2016, we do not expect that cashing out fractional stockholders, if any, would reduce the
number of our stockholders of record to under 300 holders. In addition, our Board of Directors does not intend for this transaction
to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule
13e-3 of the Exchange Act.”

Aytu respectfully submits that the foregoing
discussion is appropriately responsive to the comments of the Staff. If the Staff has any further comments, please direct them
to the undersigned.

* * * * *

Division of Corporation Finance

March 30, 2016

Page 3

On behalf of Aytu, we acknowledge that:

 · Aytu is responsible for the adequacy and accuracy of
the disclosure in the filing;

 · Staff comments or changes to disclosure in response
to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 · Aytu may not assert Staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Alexander M. Donaldson

 cc: Mr. Joshua R. Disbrow

Mr.
Gregory A. Gould

Mail Stop 4720
March 28 , 2016

Joshua R. Disbrow
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 March 15, 2016
File No. 000-53121

Dear Mr. Disbrow:

We have limited our review of your filing to those issues we have addressed in the
following comment.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response. If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appro priate, please tell us why in your response.

After reviewing the information you provide in response to our comment, we may have
additional comments.

Proposal No. 3, page 8

1. We note that your board of directors will be given discretion to set the exchange ratio for
your reverse stock split at a point between 1 -for-4 shares and 1 -for-12 shares.  We also
note your disclosure on page 10 that you currently have 389 record holders.  Please tell us
what consideration you gave to the application of Ex change Act Rule 13e -3 and address
whether the transaction will result in one of the going -private effects listed in Rule 13e-
3(a)(3)(ii).  Also revise the proxy statement to disclose whether the transaction will result
in fewer than 300 holders of record, which would cause you to be eligible to terminate
reporting obligations under Section 12(g) or Section 15(d).  Alternatively, please comply
with the requirements as set forth in paragraphs (d), (e), and (f) of Rule 13e -3.

We urge all persons who are respo nsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require. Since the company and its management are

Joshua R. Disbrow
Aytu Bioscience, Inc.
March 28 , 2016
Page 2

 in posse ssion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comments, please provide a written statement from the company
acknowledging that:

 the compan y is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Irene Paik  at (202) 551 -6553  or Mary Beth Breslin  at (202) 551 -3625 with
any question s.

Sincerely,

 /s/ Mary Beth Breslin for

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Alexander M. Donaldson, Esq.
Wyrick Robbins Yates & Ponton LLP

Mail Stop 4720
March 24 , 2016

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 -1
Filed  March 11 , 2016
  File No.  333-210144

Dear Mr. Disbrow :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Joshua R. Disbrow
Aytu Bioscience, Inc.
 March 24 , 2016
 Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Alla Berenshteyn  at (202) 551-4325  or me at (202) 551 -3675  with any
questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Alexander M. Donaldson, Esq.
 Wyrick Roberts Yates & Ponton LLP

Mail Stop 4720
March 8, 2016

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-1
Filed  March 2 , 2016
  File No.  333-209874

Dear Mr. Disbrow :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for acceler ation of the effective date of the registration statement as confirmation

Joshua R. Disbrow
Aytu Bioscience, Inc.
March 8, 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

 Please  contact Michael Gershon at (202) 551 -6598  or Mary Beth Breslin at (202) 551 -
3625 with any questions.

Sincerely,

 /s/ Mary Beth Breslin for

 Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc: Alexander M. Donaldson, Esq.

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AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

March 9, 2016

Via EDGAR Delivery

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention:

 Re: Aytu BioScience, Inc.

Registration Statement on Form S-1

Filed March 2, 2016

File No. 333-209874

Ladies and Gentlemen:

Aytu BioScience, Inc., a Delaware corporation
(the “Registrant”), hereby requests that the Securities and Exchange Commission take appropriate action to make the
Registration Statement on Form S-1 (File No. 333-209874) effective as of 4:00 p.m. Eastern Time, Friday, March 11, 2016, or as
soon thereafter as practicable. Please advise our corporate counsel, Alexander M. Donaldson at (919) 781-4000, of any questions.

With respect to the aforementioned registration
statement, the Registrant hereby acknowledges that:

 · should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

 · the action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and
accuracy of the disclosure in the filing; and

 · the Registrant will not assert staff comments and the declaration
of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of
the United States.

    Very truly yours,

    AYTU BIOSCIENCE, INC.

    By:  /s/ Gregory A. Gould

            Gregory A. Gould

            Chief Financial Officer

CORRESP
1
filename1.htm

Form CORRESP

 AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 206

Englewood, CO 80112

 October 22, 2015

 Via EDGAR Delivery

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attention:

Re:
Aytu BioScience, Inc.

 Registration Statement on Form S-1

Filed October 14, 2015

File No. 333-207421

Ladies and Gentlemen:

 Aytu BioScience, Inc., a
Delaware corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission take appropriate action to make the Registration Statement on Form S-1 (File No. 333-207421) effective as of 11:30 a.m. Eastern Time,
Friday, October 23, 2015, or as soon thereafter as practicable. Please advise our corporate counsel, Alexander M. Donaldson at (919) 781-4000, of any questions.

With respect to the aforementioned registration statement, the Registrant hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

AYTU BIOSCIENCE, INC.

By:

/s/ Gregory A. Gould

Gregory A. Gould

Chief Financial Officer

Mail Stop 4720

October 22, 2015

Via E -mail
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 -1
Filed October 14, 2015
File No. 333 -207421

Dear Mr. Disbrow :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Joshua R. Disbrow
Aytu BioSciernce, Inc.
October 22, 2015
Page 2

 Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accelera tion of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate t o the proposed
public offering of the registered securities .

Please contact Scot Foley at (202) 551 -3383 or me at (202) 551 -3675 with any other
questions.

Sincerely,

 /s/ Suzanne Hayes

Suzanne Hayes
Assistant Director
Office of Healthcare and Insurance

cc:  Alexander M. Donaldson, Esq.
Wyrick Robbins Yates & Ponton LLP
4701 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607

CORRESP
1
filename1.htm

Acceleration Request

 AYTU BIOSCIENCE, INC.

373 Inverness Parkway, Suite 200

Englewood, CO 80112

 August 7, 2015

 Via EDGAR Delivery

 Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549

Attention: Jeffrey P. Riedler

Re:
Aytu BioScience, Inc.

Registration Statement on Form S-1

Filed July 1, 2015

File No. 333-205414

 Ladies and Gentlemen:

Aytu BioScience, Inc., a Delaware corporation (the “Registrant”), hereby requests that the Securities and Exchange Commission take
appropriate action to make the Registrant’s Registration Statement on Form S-1 (File No. 333-205414) effective as of 4:00 p.m. Eastern Time, Monday, August 10, 2015, or as soon thereafter as practicable. Please advise our corporate
counsel, Alexander M. Donaldson at (919) 781-4000, of any questions.

 With respect to the aforementioned registration statement, the
Registrant hereby acknowledges that:

•

should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

•

the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

•

the Registrant will not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Very truly yours,

AYTU BIOSCIENCE, INC.

By:

/s/ Gregory A. Gould

Gregory A. Gould

Chief Financial Officer

CORRESP
1
filename1.htm

CORRESP

 AYTU BIOSCIENCE, INC.

373 Inverness Parkway

Suite 200

 Englewood,
Colorado 80112

 July 30, 2015

VIA EDGAR

 Mr. Jeffrey P. Riedler

 Assistant Director

 Division of Corporation Finance

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 July 1, 2015

File No. 333-205414

 Dear
Mr. Riedler:

 We are writing in response to the comments of the Staff of the Division of Corporation Finance (the “Staff”)
of the Securities and Exchange Commission that were contained in your letter dated July 27, 2015, regarding the above-referenced filing of Aytu BioScience, Inc., Englewood, Colorado (the “Company”). In response to the Staff’s
comments, the Company has also filed an amendment to its Registration Statement on Form S-1 (the “Registration Statement”). This letter sets forth each comment contained in your letter dated July 27, 2015 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.

 General

1.
We note that in August 2014 Tramadol was classified by the Drug Enforcement Administration as a Schedule IV Controlled Substance and it would appear likely that Zertane would in turn receive the same classification.
Please describe the likelihood of this designation and its implications in the Summary and in more detail as an independent risk factor. Also disclose how Zertane as a Schedule IV Controlled Substances would be regulated in the Regulation Section.

 Response: Disclosure regarding the controlled substance classification of tramadol has been added at page 3 of
the Summary, a risk factor regarding the classification has been added at page 22, and a discussion of the Drug Enforcement Agency regulation has been added at page 91.

 U.S. Securities and Exchange Commission

July 30, 2015

  Page
 2

 Prospectus Summary

Company Overview, page 2

2.
Please indicate here and in your Business section how and when you acquired the RedoxSYS System.

Response: The requested disclosure has been added at pages 3 and 68.

3.
Please remove the reference to the global market for the prevention and treatment for prostate cancer here and wherever else it appears in your filing, as it is not relevant to the projection for the diagnosis and
screening segment that you also cite. Please also remove the projection to the global urological disorders market in your second paragraph, as this information is not relevant to either your marketed product or your product development efforts.

 Response: The references to these global markets have been removed.

4.
Where you discuss the projected size of the premature ejaculation market please specify which market you are referring to, e.g. global, North American, U.S., etc.

Response: The text on pages 2 and 52 now states that the market referred to is the U.S. and European markets.

5.
We note your statement on page 3 that you hold method-of-use patents for Zertane. Please indicate whether you developed these patents or whether you licensed or acquired them from a third-party. If so, please
identify the third party in your disclosure.

 Response: The requested disclosure has been added to page 3.

Products, page 3

6.
Please indicate here when ProstaScint received FDA approval.

 Response: The
requested disclosure has been added to page 3.

7.
Please state here that the RedoxSYS System must receive 501(k) clearance by the FDA prior to being marketed for clinical use in the United States.

Response: The requested disclosure has been added to page 4.

 U.S. Securities and Exchange Commission

July 30, 2015

  Page
 3

 Product Pipeline, page 5

8.
Please briefly explain more fully the significance of using the Section 505(b)(2) regulatory pathway for the development of Zertane, including the need for fewer clinical trials and more expedited approval, as
you have done in your risk factor on page 17.

 Response: The requested disclosure has been added to page 5.

9.
Please explain the description of Zertane’s active ingredient, tramadol hydrochloride, as “well characterized.”

Response: The requested disclosure has been added to page 6.

10.
Please note here that you have not yet submitted an Investigational New Drug Application for Zertane and will not until at least the second half of 2015.

Response: The requested disclosure has been added to page 5.

Risk Factors

 Risks Related to Product Development,
Regulatory Approval and Commercialization

 “Favorable results in the prior clinical trials of Zertane outside of the United States may not be
predictive…,” page 13

11.
Please include the definition of premature ejaculation you used in your Phase 2 trial in your risk factor in order to explain how your enrollment for it differed from that of the Phase 3 trial and, if it is not
self-evident, explain how it was broader than the definition used for Phase 3.

 Response: The requested disclosure
has been added to page 14.

12.
Please also amend this risk factor to note that you have not been involved in any of the clinical trials performed to date on Zertane and that you have relied on the data collected by a previous partner of your
majority shareholder in determining the course of future development. Please identify this former partner here and wherever else you reference it in your disclosure.

Response: The requested disclosure has been added to pages 14 to 15.

 U.S. Securities and Exchange Commission

July 30, 2015

  Page
 4

 “We face substantial competition from companies with considerably more resources and experience than
we have….” page 20

13.
Please amend this risk factor to include examples of the companies and their products and/or product candidates that you believe may be competitive with yours. In particular, you should note here that Promescent, an
over-the-counter topical spray for the treatment of premature ejaculation, received FDA approval in 2013.

 Response:
The requested disclosure has been added to page 21.

 “Our products and product candidates may cause undesirable side effects…,” page
22

14.
Please amend this risk factor to include examples of the adverse effects identified in the clinical tests performed on Zertane to date and those associated with the use of its active ingredient.

 Response: The requested disclosure has been added to page 23.

“We face intense competition from established and new companies in the in-vitro diagnostics field,” page 26

15.
This risk factor is substantially similar to the one concerning competition on page 20. Please merge them into a single risk factor in order to avoid repetition in your disclosure.

Response: The two risk factors have been combined into one on pages 21 to 22.

Risks Related to Our Organization, Structure and Operation

“Ampio controls us, including having the ability to control the election of our directors…,” page 31

16.
This risk factor is substantially similar to the third one on page 37. Please merge them into a single risk factor in order to avoid repetition.

Response: The two risk factors have been combined into one on page 32.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 Research and Development, page
46

17.
Please disclose the costs incurred during each period presented and to date for the RedoxSYS system and Zertane separately.

Response: The requested disclosure has been added to page 47.

 U.S. Securities and Exchange Commission

July 30, 2015

  Page
 5

 Business

Business Overview, page 53

18.
Where you discuss ProstaScint on page 53, please explain the terms “radiopharmaceutical” and “radioimmunoscintigraphy.”

Response: The requested disclosure has been added to page 54.

Zertane, page 59

19.
In your table summarizing the clinical tests performed on Zertane to date, your “Enrollment” column reflects numbers that do not appear to match the number of actual subjects. For example, in the two Phase
1 trials the column indicates that 0 and 4 subjects were enrolled, respectively, while the “Noteworthy Findings” column suggests that at least 13 and 7 subjects were enrolled. Further, the last Phase 3 trial you describe on page 62
indicates that there were 399 subjects enrolled but the Enrollment column states only 56 subjects. Please review this disclosure with a view toward eliminating any discrepancies.

Response: The table on pages 63 to 65 has been revised to show the correct patient enrollment figures. The error in the original filing
was due to one or more numerals on the left side of each figure being deleted due to an undetected formatting error.

 Manufacturing, page 81

20.
Please indicate whether the supply agreement with the manufacturer of tramadol hydrochloride referred to here is the contract with Ethylpharm you describe on pages 76-77. If it is not, please file this agreement as
an exhibit and also amend this disclosure to identify the manufacturer and state the material provisions of this agreement.

Response: The agreement is with Ethypharm and that fact has been clarified on page 83.

Please be advised that the Registration Statement has also been revised to provide updates to certain information regarding the stock symbol
and stock price as well as minor edits, particularly in the Risk Factors section, and to add a Recent Developments section to the Summary and related disclosure to the Subsequent Events Footnote on page F-20.

*    *    *    *

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

July 27, 2015

Via E-mail
Joshua  R. Disbrow
Chief  Executive Officer
Aytu  BioScience,  Inc.
373 Inverness  Parkway
Suite  200
Englewood,  Colorado  80112

Re: Aytu  BioScience,  Inc.
Registration  Statement  on Form  S-1
Filed  July 1, 2015
File No. 333 -205414

Dear Mr. Disbrow:

We have reviewed  your 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.

General

1. We note that in August  2014 Tramadol  was classified  by the Drug  Enforcement
Administration  as a Schedule  IV Controlled  Substance  and it would appear  likely  that
Zertane  would in turn receive  the same classification. Please describe  the likelihood
of this designation  and its implications  in the  Summary  and in more  detail as an
independent  risk factor.  Also  disclose how Zertane as  a Schedule  IV Controlled
Substances  would be  regulated in the  Regulation  section.

Joshua  R. Disbrow
Aytu  BioSciernce,  Inc.
July 27, 2015
Page 2

Prospectus  Summary
Company  Overview,  page  2

2. Please indicate  here and in  your Business  section how and when  you acquired  the
RedoxSYS  System.

3. Please remove  the reference to the  global  market  for the prevention  and treatment  for
prostate cancer  here and wherever  else it appears in  your filing,  as it is not relevant  to
the projection  for the diagnosis and  screening  segment that  you also cite. Please  also
remove  the projection  to the  global  urological  disorders  market  in your second
paragraph,  as this information is not relevant  to either  your marketed  product or  your
product  development  efforts.

4. Where you discuss the  projected  size of the  premature  ejaculation  market  please
specify  which  market  you are referring  to, e.g. global,  North  American,  U.S., etc.

5. We note your statement  on page 3 that  you hold method -of-use patents for  Zertane.
Please indicate  whether  you developed  these  patents or  whether  you licensed or
acquired  them  from  a third-party.  If so, please  identify  the third party  in your
disclosure.

Products,  page 3

6. Please indicate  here when ProstaScint  received  FDA  approval.

7. Please state here that the RedoxSYS  System  must  receive 510(k)  clearance  by the
FDA prior  to being  marketed for clinical use  in the  United States.

Product  Pipeline, page 5

8. Please briefly  explain more  fully  the significance of using  the Section 505(b)(2)
regulatory  pathway  for the development  of Zertane,  including  the need  for fewer
clinical  trials  and more expedited approval,  as you have done  in your risk factor  on
page 17.

9. Please explain the description  of Zertane's  active ingredient,  tramadol
hydrochloride,  as "well  characterized."

10. Please note here that you have not yet submitted an  Investigational  New  Drug
Application  for Zertane  and will not until at least the second  half of 2015.

Joshua  R. Disbrow
Aytu  BioSciernce,  Inc.
July 27, 2015
Page 3

Risk Factors
Risks Related  to Product  Development,  Regulatory  Approval  and Commercialization
 “Favo  rable  result s in the  prior  clinical  trials of Zertane  outside  of the  United States  may not be
 predictive  . . .,”  p a ge 13

11. Please include  the definition of  premature  ejaculation  you used in your Phase  2 trial
in your risk factor in order to explain how  your enrollment for it differed  from that of
the Phase  3 trial and, if  it is not self-evident,  explain how it was broader  than the
definition  used for Phase  3.

12. Please also  amend  this risk factor  to note  that you have not been  involved  in any of
the clinical  trials  performed to date  on Zertane and that you have  relied  on the  data
collected  by a previous partner  of your majority  shareholder in determining  the course
of future  development.  Please identify  this former  partner  here and wherever  else you
reference it in your disclosure.

 “W e fac e subst antial competition from  companies  with considerably  more resources  and
 ex perience than w  e hav e . . .,”  pa ge 20

13. Please amend  this risk factor to include  examples  of the  companies  and their products
and/or  product  candidates that  you believe  may be competitive  with yours.  In
particular,  you should note here that Promescent,  an over-the-counter  topical spray
for the treatment  of premature  ejaculation, received  FDA approval  in 2013.

 “Our  produ  cts and produ  ct candidates  ma y caus e undesirable  side e ffe cts . . .,” pa ge 22

14. Please amend  this risk factor to include  examples  of the  adverse  effects  identified  in
the clinical  tests performed  on Zertane to date  and those associated  with the use of its
active ingredient.

 “W e fac e intense compet  ition from  established an d new companies  in the  i n -vitro  diagnostics
 field,”  page 26

15. This risk factor  is substantially  similar  to the  one concerning competition  on page  20.
Please merge them into a single  risk factor in order to avoid  repetition  in your
disclosure.

Risks Related  to Our  Organization,  Structure  and Operation
 “Ampio  controls us, i ncludi ng havin  g the abilit y to control  the electi on of  our directors  . . . , ”
page 31

16. This risk factor  is substantially  similar  to the  third one on page 37. Please  merge them
into a  single  risk factor in order  to avoid  repetition.

Joshua  R. Disbrow
Aytu  BioSciernce,  Inc.
July 27, 2015
Page 4

 Mana gement’s  Discussi on and Anal  ysis of Fin an cial Condition and Results  of Operations
Results  of Operations
Research  and Development, page  46

17. Please disclose the  costs  incurred  during  each period presented  and to date  for the
RedoxSYS  system  and Zertane separately.

Business
Business  Overview, page  53

18. Where you discuss ProstaScint  on page 53, please  explain the terms
“radiopharmaceutical”  and “radioimmunoscintigraphy.”

Zertane,  page 59

19. In your table  summarizing  the clinical  tests performed on Zertane to date,  your
“Enrollment” column  reflect s numbers  that do not appear  to match the number of
actual  subjects.  For example,  in the  two Phase 1 trials  the column  indicates  that 0 and
4 subjects  were  enrolled,  respectively,  while the  “Noteworthy  Findings”  column
suggests  that at least 13 and 7 subjects were  enrolled. Further,  the last Phase  3 trial
you describe  on page  62 indicates  that there  were  399 subjects  enrolled  but the
Enrollment  column  states  only 56 subjects.  Please  review this disclosure with a view
toward  eliminating any discrepancies.

Manufacturing,  page 81

20. Please indicate  whether  the sup ply agreement  with the  manufacturer  of tramadol
hydrochloride referred  to here is the  contract  with Ethylpharm  you describe on pages
76-77. If it is not, please  file this agreement  as an exhibit and also amend  this
disclosure  to identify  the manufacturer  and state the  material  provisions of this
agreement.

We urge all persons  who are responsible for the accuracy  and adequacy  of the disclosure
in the  filing  to be certain  that the filing  includes  the information  the Securities Act of 1933 and
all applicable Securities Act rules  require.   Since  the company  and its management  are in
possession of all facts relating  to a company’s  disclosure, they are responsible  for the accuracy
and adequacy  of the  disclosures they have  made.

Notwithstanding  our comments, in the event  you request  acceleration  of the effective date
of the pending  registration  statement,  please provide a  written  statement  from the  company
acknowledging  that:

 should the Commission or the staff,  acting  pursuant to delegated  autho rity, declare the
filing  effective,  it does not foreclose  the Commission from  taking  any action with respect
to the  filing;

Joshua  R. Disbrow
Aytu  BioSciernce,  Inc.
July 27, 2015
Page 5

 the action  of the Commission or  the staff,  acting  pursuant to delegated  authority,  in
declaring  the filing  effective,  does not relieve the company  from its full responsibility  for
the adequacy  and accuracy  of the disclosure  in the  filing;  and

 the company  may not assert staff comments  and the  declaration  of effectiveness  as a
defense  in any proceeding  initiated  by the Commission or  any person under the  federal
securities  laws of the United States.

Please refer  to Rules  460 and 461 regarding  requests for acceleration.   We will consider  a
written request  for acceleration  of the effective date of the  registration  statement as confirmation
of the fact that those  requesting  acceleration  are aware  of their respective  responsibilities under
the Securities  Act of 1933 and the Securities  Exchange Act  of 1934  as they relate to the  proposed
public  offering  of the  securities  specified in the  above  registration  statement.  Please allow
adequate  time for us to review  any amendment prior to the requested  effective  date of the
registration  statement.

You may  contact  Vanessa  Robertson  at (202)  551-3649 or  Joel Parker  at (202) 551-3651
if you have  questions  regarding comments  on the financial  statements  and related  matters.  Please
contact  Scot Foley  at (202)  551-3383 or  me at (202)  551-3715  with any other questions.

Sincerely,

/s/ Jeffrey  P. Riedler

Jeffrey  P. Riedler
Assistant Director

cc: W. David  Mannheim, Esq.
Alexander  M. Donaldson, Esq.
Wyrick  Robbins Yates  & Ponton  LLP
4701  Lake  Boone Trail, Suite  300
Raleigh,  North Carolina  27607

CORRESP
1
filename1.htm

      Request for Acceleration

    Rosewind
      Corporation

    16200
      WCR 18 E

    Loveland,
      CO 80537

    970-635-0346

    May
      8,
      2007

    Mr.
      William Bennett, Staff Attorney

    U.S.
      Securities and Exchange
      Commission

    100
      F
      Street, N. E.

    Washington,
      D.C. 20549

        VIA
      FAX:
      202-772-9205 and EDGAR

        Re:      Rosewind
      Corporation

            Form
      SB-2
      Registration Statement

            File
      No.
      333-139933

    Ladies
      and Gentlemen;

      This
        request for acceleration hereby supersedes the request for acceleration
        previously filed on May 3rd.  At this time, on behalf of the Company, we
        hereby request acceleration of the effective date of the Registration Statement
        pursuant to Rule 461 to Thursday, May 10, 2007 at 3 PM, Washington, D.C.
        local
        time, or as soon as practicable thereafter. In connection with this request,
        we
        represent the following:

    Should
      the Commission or the staff, acting pursuant to delegated authority, declare
      the
      filing effective, it does not foreclose the Commission from taking any action
      with respect to the filing;

    The
      action of the Commission or the staff, acting pursuant to delegated authority,
      in declaring the filing effective, does not relieve the Company from its full
      responsibility for the adequacy and accuracy of the disclosure in the filing;
      and

    The
      Company may not assert staff comments and the declaration of effectiveness
      as a
      defense in any proceeding initiated by the Commission or any person under the
      federal securities laws of the United States.

    We
      confirm that we are aware of our responsibilities under the Securities Act
      and
      the Securities Exchange Act as they relate to the public offering of securities
      specified in the Registration Statement. Further, we understand that request
      for
      acceleration is a confirmation of the fact that we are aware of our
      responsibilities under the federal securities laws. If you have any additional
      questions, do not hesitate to contact me, James Wiegand at (970)635-0346. For
      accounting comments, please contact Rachel Boulds, HJ & Associates at
      801-328-4408.

    Rosewind
      Corporation

    /s/
      James Wiegand

    James
      Wiegand, President

CORRESP
1
filename1.htm

      Letter Request for Acceleration

    Rosewind
      Corporation

    16200
      WCR 18 E

    Loveland,
      CO 80537

    970-635-0346

    May
      3,
      2007

    U.S.
      Securities and

    Exchange
      Commission

    100
      F
      Street, N. E.

    Washington,
      D.C. 20549

        Re:      Rosewind
      Corporation

            Form
      SB-2
      Registration Statement

            File
      No.
      333-139933

    Ladies
      and Gentlemen;

    At
      this
      time, on behalf of the Company, we hereby request acceleration of the effective
      date of the Registration Statement pursuant to Rule 461 to May 4, 2007 at 3
      PM,
      Washington, D.C. local time, or as soon as practicable thereafter. In connection
      with this request, we represent the following:

    Should
      the Commission or the staff, acting pursuant to delegated authority, declare
      the
      filing effective, it does not foreclose the Commission from taking any action
      with respect to the filing;

    The
      action of the Commission or the staff, acting pursuant to delegated authority,
      in declaring the filing effective, does not relieve the Company from its full
      responsibility for the adequacy and accuracy of the disclosure in the filing;
      and

    The
      Company may not assert staff comments and the declaration of effectiveness
      as a
      defense in any proceeding initiated by the Commission or any person under the
      federal securities laws of the United States.

    We
      confirm that we are aware of our responsibilities under the Securities Act
      and
      the Securities Exchange Act as they relate to the public offering of securities
      specified in the Registration Statement. Further, we understand that request
      for
      acceleration is a confirmation of the fact that we are aware of our
      responsibilities under the federal securities laws. If you have any additional
      questions, do not hesitate to contact me, James Wiegand at (970)635-0346. For
      accounting comments, please contact Rachel Boulds, HJ & Associates at
      801-328-4408.

    Rosewind
      Corporation

    /s/
      James Wiegand

    James
      Wiegand, President

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

April 10, 2007

Mr. James B. Wiegand
President
Rosewind Corporation
16200 WCR 18E
Loveland, CO 80537

Re: Rosewind Corporation
Amendment No. 2 to Registrati on Statement on Form SB-2
Filed March 30, 2007
  File No. 333-139933

Dear Mr. Wiegand:

We have reviewed your amended filing a nd have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we
may ask you to provide us with information so  we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

Risk Factors, page 7 and Desc ription of Business, page 19
1. We note your added disclosure in response to prior comment 9.  However, your added
disclosure implying that you have not yet i nvestigated any licens ing or certification
requirements appears inconsistent with your disclosure under “Government Regulation” on
page 21 which indicates that you “are not subject to governmental regulation beyond the documentation of [your] vessel and registration of its radio.”  Please clarify whether you are
subject to governmental regulation and, if so, how you intend on complying.

Mr. James B. Wiegand
Rosewind Corporation
April 10, 2007 p. 2

Management’s Discussion and Analysis  or Plan of Operations, page 24
2. We note your supplemental responses to prior comment 10.  Revise your “plan of
operations” subsection to include your supplemental responses.

Exhibits
3. File a legality opinion covering the shares being sold in the offering.

* * *

As appropriate, please amend your filing in resp onse to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover
letter with your amendment that keys your res ponses to our comments a nd provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments after reviewing your amendments and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact William Bennett, Staff Attorney, at (202) 551-3389, or me, at 202-551-
3810, with any other questions.

     S i n c e r e l y ,

     L a r r y  S p i r g e l
     A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720

March 16, 2007

Mr. James B. Wiegand
President
Rosewind Corporation
16200 WCR 18E
Loveland, CO 80537

Re: Rosewind Corporation
Amendment No. 1 to Registrati on Statement on Form SB-2
Filed March 7, 2007
  File No. 333-139933

Dear Mr. Wiegand:

We have reviewed your amended filing a nd have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we
may ask you to provide us with information so  we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General
1. Despite your response to prior comment one regarding the need to set a fixed price for the
shares being registered for resa le, the disclosure still indica tes that the selling security
holders will sell at prevailing ma rket prices.  As indicated in  our previous comment, Rule
415 does not permit you to do so.  Revise thr oughout, including the registration statement
fee table, to indicate that all the shares in the offering will be offered at a fixed price of
$0.25 per share until the offering is completed.
2. We note that Mr. Wiegand has received 100,000 shares of company stock in 2005 for “services” to the company.  We also note your asse rtion that he is not be ing paid directly or

Mr. James B. Wiegand
Rosewind Corporation
March 16, 2007 p. 2

indirectly for his participa tion in the offering.  Howeve r, your executive compensation
disclosure does not disclose any compensati on paid or accrued for Mr. Weigand for 2004,
2005, or 2006.  Please revise accordingly.
3. As indicated by our previous comment 1, we believe the offering is a primary offering on
behalf of the company with th e selling security holders de emed to be underwriters.
Therefore, Mr. Wiegand and the rest of the sell ing security holders are not permitted to sell
their shares on a delayed basis.   Therefore, remove those shares from the registration
statement unless all shares are offered on a con tinuous basis.  Please al so note that if Mr.
Wiegand will be selling his shares contemporan eously with the shares he is selling on
behalf of the company further di sclosure will be necessary to  clarify how decisions will be
made as to which shares will be sold.  Please revise accordingly.

Prospectus Cover Page
4. Revise the cover page so that it is cl ear that you are conducting a minimum/maximum
offering and indicate the date the offering will end and whether there are any minimum
purchase requirements.  Disclose the price to the public for the securities on both a per share
basis and based on the total minimum and tota l maximum amount of the offering.  See Item
501(a)(9)(iii) and (iv) of Regulation S-B.

Summary, page 4
5. In light of your response to prior comment tw o regarding your status as a blank check
company, please include a representation both he re and in the Busine ss section that you do
not consider yourself a blank check company and that you do not have any intention to
engage in a reverse merger with an y entity in an unrelated industry.
6. Update throughout the prospectus the number of shares outstanding as of the most recent
practicable date.
7. The summary financial data should also refl ect your unaudited financ ial statements through
November 30, 2006.

Risk Factors, page 6
8. In light of the fact that your sole asset is located in Australia, include an additional risk
factor addressing the recove rability of assets locate d in a foreign jurisdiction.
9. You have not addressed the risks associated w ith securing and maintaining all certification
and licensing requirements necessary to opera te a sailing vessel used for commercial
purposes.  Please provide this disclosure  both here and in the Business section.

Mr. James B. Wiegand
Rosewind Corporation
March 16, 2007 p. 3

As a public company…., page 7
10. In light of your admission that it is likely the burden of operating as a public company will
cause you to fail to achieve profitability, please disclo se the reasons why you are
conducting this offering.

We depend upon our key personnel…., page 8
11. In light of James Wiegand’s other business obligations, disc lose the number of hours per
week that he will contribute to the company.

The Offering, page 10
12. Indicate whether your officers a nd directors will purchase shares in an effort to reach the
minimum.

Use of Proceeds, page 10
13. Given the nature of your offering, please revise  the use of proceeds se ction to disclose how
the proceeds will be allocated should you obtai n the minimum as well as 50% and 75% of
the maximum.
14. The disclosure on page 13 states that you inte nd to pay accrued officer and director salaries
on a pro rata basis as offering proceeds are rais ed.  Disclose this f act here and in MD&A,
and explain how this pro rata calculation will be made.  Indicate the amount of accrued but
unpaid salaries to date.
15. Clarify whether any portion of the proceeds will be used to discharge debt.  In this regard,
we note that you have borrowed amounts from your  sole officer/director.  See Item 504 of
Regulation S-B.

Plan of Distribution, page 12
16. Confirm the number of shares  (200,000) listed in the third paragraph under “The Offering
Will Be Sold By Our Chief Financial Officer.”
17. Please file the subscription agreement as an exhibit.

Directors, Executive Officers, Promoters and Control Persons, page 16
18. Identify your promoters.  See Item 404(d) of Regulation S-B.
19. Provide James Wiegand’s business experience duri ng the past five years.  See Item 401 of
Regulation S-B.  In doing so, and in light  of our prior comment concerning Rule 419,

Mr. James B. Wiegand
Rosewind Corporation
March 16, 2007 p. 4

provide tabular disclosure similar to that se t forth on page 12 of Pinel Bay’s Form 10-SB
(000-52204) of all blank check companies wi th which Mr. Wiegand has been and/or
currently is associated.

Part II
20. You have not included the full disclosure requir ements of Part II to Form SB-2.  Please do
so.

Exhibits
21. In addition to the subscription agreement, please also file the escrow agreement, the Report
of Survey dated March 4, 2005, and the Board of Directors Consent Resolution dated March
4, 2005.

Signatures
22. Please include the signature of your principal accounting officer or controller.  See prior
comment 16 and the Instruction for signatures to Form SB-2.

* * *

As appropriate, please amend your filing in resp onse to these comments.  You may wish to
provide us with marked copies of the amendment to expedite our review.  Please furnish a cover
letter with your amendment that keys your res ponses to our comments a nd provides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments after reviewing your amendments and responses to our comments.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact William Bennett, Staff Attorney, at (202) 551-3389, or me, at 202-551-
3810, with any other questions.

     S i n c e r e l y ,

     L a r r y  S p i r g e l
     A s s i s t a n t  D i r e c t o r

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3720
February 6, 2007

James B. Wiegand
President
Rosewind Corporation
16200 WCR 18E
Loveland, CO 80537

 Re: Rosewind Corporation
  F o r m  S B - 2
  Filed July 5, 2005
  File No. 333-139933

Dear Mr. Wiegand:

We have primarily limited our reviewed of your  filing to the structur e of your offering and
have the following comments.  Where indicated , we think you should revise your document in
response to these comments.  If you disagree, we  will consider your explanation as to why our
comment is inapplicable or a revision is unnecessar y.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is to  assist you in your compliance
with the applicable disclosure requirements and to enhance the ove rall disclosure in your filing.
We look forward to working with you in these re spects.  We welcome any questions you may have
about our comments or any other aspect of our re view.  Feel free to call us at the telephone
numbers listed at the end of this letter.

General
1. We note that you are registering all of the company’s currently outstanding shares for
resale.  We further note that affiliates ar e selling over 60% of the company’s currently
outstanding shares.  As a result, it appears th at this offering is a primary offering by the
company, rather than a secondary offering of shares for resale.  Revise the registration statement to fix the offering price of the shares  being sold by the selling shareholders for the
duration of the offering (because the company is  not permitted to conduct an “at the market

James B. Wiegand
Rosewind Corporation
February 6, 2007 Page 2 of 5
offering” under Rule 415) and identify all th e selling shareholders  as underwriters (as
opposed to them “may” being consid ered underwriters – page 11).
2. We note Mr. Wiegand’s past business experience  has been primarily with blank check and
development stage companies.  Based upon th e limited detail of the company’s business
plan, it appears that the comp any is a blank check company.  Revise the offering to comply
with the requirements of Rule 419 of Regulati on C.  In the alternative, provide a detailed
analysis in your response letter why this offering should not be governed by Rule 419 and
substantially revise you r disclosure to discuss company’s business plan with a detailed
analysis of how the company plans on genera ting revenues and paying its expenses over the
next 12 months.
Risk Factors, page 5
3. Add risk factors highligh ting the illiquid nature of an investment in the company; the lack
of revenues to date; the added costs involve d with becoming a reporting company; and the
potential for conflicts of inte rest involving only one direct or/officer managing the company.

Plan of Distribution, page 10

Current Market for our Shares, page 10
4. Your disclosure incorrectly implies that the company file s a Form 15c211 to have its
securities “listed” on the OTC Bulletin Board.  Please correct to indicate that a market
maker must file the Form 15c211 and whether the company has had any discussions with a
market maker to do so.  In addition, clarify that  securities are approved for quotation, not
listed, on the OTC Bulletin Board.
5. Clarify that your company’s shares “will” (as opposed to “may”) be considered a penny stock.
6. On page 11, you indicate that shares in th is offering will be sold “primarily” by Mr.
Wiegand.  With Rule 3(a)4-1 in mind, explain who else is permitted to sell the company’s
shares in this offering.
7. Explain how Mr. Wiegand will determine whether to sell the company’s shares or his own in this offering.
Offering Period and Expi ration Date, page 11
8. Remove the reference to the SEC determini ng the effective date of the prospectus.

James B. Wiegand
Rosewind Corporation
February 6, 2007 Page 3 of 5
Directors, Executive Officers, Promoters and Control Persons, page 14

Business Experience, page 14
9. Disclose the past business expe rience of Mr. Michael Wiegand, particularly whether he has
any past experience in the company’s line of business.

Organization within the la st five years, page 16
10. Disclose the dollar value attributed to each of the transactions and e xplain how the value of
the consideration for the services or assets was determined.
Description of Business, page 17

Our Facilities, page 18
11. Describe your ship (size, age, etc.).  Consider including a picture of the vessel.

Management’s Discussion and Analysis  or Plan of Operation, page 19
12. Assuming the company is not a blank check company, expand your discussion to provide a
reasonably detailed business plan  for your operati ons including,
• A timeline for your expected operations and potential for growth beyond training
only two students at a time;
• A detailed discussion of your expected ma rketing costs, upgrade costs, operational
costs (salaries, overhead, etc) and public company costs; and
• A discussion of your expected cash flows.

Exhibits

13. Please file all missing exhibits as soon as possible for our review and possible further
comment.
14. Tell us whether any of your transactions to date  involved written contracts.  For example, if
the purchase of your boat involved an agreement,  it should be filed as a material contract.

Undertakings

15. The Rule 415 undertaking that you have incl uded is not the correct wording of the
undertaking required by Item 512(a) of Regulation S-B.  Please revise.

James B. Wiegand
Rosewind Corporation
February 6, 2007 Page 4 of 5
Signatures
16. The registration statement must be signed by your  controller or principal accounting officer.
If Mr. Wiegand is signing in that capacity too, please reflect this in your amended filing or include the person who is si gning in that capacity.
* * * *

As appropriate, please amend your registration statement in response to these comments.
You may wish to provide us with marked copies of  the amendment to exped ite our review.  Please
furnish a cover letter with your amendment that ke ys your responses to ou r comments and provides
any requested information.  Detailed cover letters greatly facilitate our re view.  Please understand
that we may have additional comments after reviewing your amendment and responses to our
comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes al l information required under  the Securities Act of
1933 and that they have provided all information investors require for an informed investment
decision.  Since the company and its management  are in possession of a ll facts relating to a
company’s disclosure, they are responsible for the accuracy and adequacy of  the disclosures they
have made.

Notwithstanding our comments, in the event the company requests acceleration of the
effective date of the pending registration statement,  it should furnish a letter, at the time of such
request, acknowledging that:

‚ should the Commission or the staff, acting pursua nt to delegated authority, declare the filing
effective, it does not foreclose the Commission from  taking any action with respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not re lieve the company from its full responsibility for the adequacy
and accuracy of the disclosure in the filing; and

‚ the company may not assert staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or a ny person under the federal securities laws of
the United States.

 In addition, please be advised that the Division of Enforcemen t has access to all information
you provide to the staff of the Di vision of Corporation Finance in connection with our review of
your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the registration
statement as confirmation of the f act that those requesting accelera tion are aware of their respective
responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the proposed public offeri ng of the securities sp ecified in the above registration statement.

James B. Wiegand
Rosewind Corporation
February 6, 2007 Page 5 of 5
We will act on the request and, pursuant to delegate d authority, grant acceleration of the effective
date.
We direct your attention to Rules 460 and 461 regarding requesting acceleration of a
registration statement.  Please a llow adequate time after the fili ng of any amendment for further
review before submitting a request for acceleration.  Please provide this request at least two business days in advance of the requested effective date.

You may contact William Bennett, Attorney-A dviser, at (202) 551-3389, or me at (202)
551-3810 with any other questions.

        S i n c e r e l y ,

        L a r r y  S p i r g e l
        A s s i s t a n t  D i r e c t o r