Item 1.01 Entry into a Material Definitive Agreement.





Amendment to Merger Agreement

On September 12, 2019 Aytu BioScience, Inc. (the "Company"), Aytu Acquisition Sub, Inc. ("Merger Sub") and Innovus Pharmaceuticals, Inc. ("Innovus") entered into an agreement and plan of merger (the "Merger Agreement"), pursuant to which Merger Sub merged into Innovus and Innovus became a wholly owned subsidiary of the Company (the "Merger"). On January 9, 2020, the Company, Merger Sub and Innovus entered into the first amendment to the Merger Agreement (the "Merger Agreement Amendment"). Among other things, the Merger Agreement Amendment revises the formulation for pricing of the Company's shares to be issued in the warrant exchange to be offered to certain holders of Innovus warrants and also revises the form of CVR agreement to be entered into at Closing. The revisions to the form of CVR agreement (i) allow for more flexibility in the use of Company common stock as a form of payment of consideration payable under such agreement to CVR holders and (ii) provide for a mechanism under which the Company can, with the agreement of the CVR holders' representative, amend the CVR agreement to increase the number of Company shares available to be used in paying consideration to CVR holders upon the triggering of milestone payments.

The foregoing description of the Merger Agreement Amendment is qualified in its entirety by the full text of the Merger Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibit is being filed herewith:





Exhibit   Description

10.1        First Amendment to Merger Purchase Agreement, dated January 9, 2020




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