Item 2.01 Completion of Acquisition of Disposition of Assets
On November 1, 2019, Aytu BioScience, Inc. ("Company") and Cerecor, Inc.
("Seller") closed the acquisition (the "Acquisition") of the Pediatrics Product
Portfolio (the "Cerecor transaction") contemplated by the Purchase Agreement.
Pursuant to the Purchase Agreement, Seller transferred certain assets and
assigned certain liabilities to a newly formed subsidiary established by the
Company to hold the assets which are the subject of the Purchase Agreement, Aytu
Therapeutics, LLC ("Aytu Therapeutics"). In addition, the Seller transferred
most of its existing commercial sales workforce to the Company.
The Company determined that this acquisition constitutes a business pursuant to
Article 11 of Regulation S-X, and therefore is required pursuant to Rule 8-04 of
Regulation S-X to provide within 71 days after the Acquisition close,
historical, audited financial statements for a period consisting of the most
recent fiscal year ended December 31, 2018 and the nine months ended September
30, 2019. In addition, pursuant to Article 11 of Regulation S-X, the Company is
required to provide pro forma financial statements for the year-ended June 30,
2019 and three months ended September 30, 2019.
The exhibits to this amended Form 8-K satisfies these requirements.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The (i) audited historical abbreviated financial statements for the Pediatrics
Product Portfolio of Cerecor, Inc. (the "Cerecor Products") as of September 30,
2019, and December 31, 2018 and for the Nine Months Ended September 30, 2019 and
the Year Ended December 31, 2018, and (ii) unaudited historical abbreviated
financial statements for the Cerecor Products. as of September 30, 2018 and for
the Nine Months Ended September 30, 2018 is filed as Exhibit 99.1 and Exhibit
99.2, respectively, to this Current Report on Form 8-K/A.
Pursuant to a letter dated October 21, 2019 (the "Relief Letter"), the Company
has obtained relief from the Staff of the Securities and Exchange Commission,
pursuant to its authority under Rule 3-13 of Regulation S-X, from the
requirements of Rule 8-04 of Regulation of S-X to provide certain historical
financial statements that would otherwise be required in connection with its
acquisition of the Cerecor Products and to provide corresponding pro forma
financial information required under Article 11 of Regulation S-X. In accordance
with the Relief Letter, the Company has substituted abbreviated audited
historical financial statements for the full financial statements of Cerecor
Products required by Rule 8-04 of Regulation S-X.
(d) The following exhibit is being filed herewith:
Exhibit Description
23.1 Consent of Ernst & Young LLP, independent auditors of the abbreviated
financial statements of the Pediatrics Product Portfolio of Cerecor,
Inc.
99.1 Audited historical abbreviated financial statements for the Pediatrics
Product Portfolio of Cerecor, Inc. as of September 30, 2019, and December
31, 2018 and for the Nine Months Ended September 30, 2019 and the Year
Ended December 31, 2018.
99.2 Unaudited historical abbreviated financial statements for the
Pediatrics Product Portfolio of Cerecor, Inc. as of September 30, 2018
and for the Nine Months Ended September 30, 2018.
99.3 Unaudited pro forma condensed combined Balance Sheet as of June 30,
2019 and Statement of Operations for the year ended June 30, 2019 and
three months ended September 30, 2019 for the combination of (i) Aytu
BioScience, Inc., (ii) the Cerecor transaction and (iii) the proposed
merger with Innovus Pharmaceuticals, Inc.
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