Item 1.01 Entry into a Material Definitive Agreement
In connection with the completion of the merger as set forth in Item 2.01 of
this Current Report on Form 8-K, on
The Series H Preferred Stock was be issued and sold without registration under the Securities Act of 1933 (the "Securities Act") in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.
Terms of Series H Preferred Stock
Conversion. Each share of Series H Preferred Stock, will be initially convertible under certain circumstances into shares of common stock at the conversion price.
Fundamental Transaction. In the event we consummate a merger or consolidation with or into another person or other reorganization event in which our common stock is converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquires 50% or more of our outstanding shares of common stock, then following such event, the holders of the Series H Preferred Stock will be entitled to receive upon conversion of such Series H Preferred Stock the same kind and amount of securities, cash or property which the holders would have received had they converted their Series H Preferred Stock immediately prior to such fundamental transaction. Any successor to Aytu or surviving entity shall assume the obligations under the Series H Preferred Stock.
Liquidation Preference. In the event of a liquidation, the holders of Series H Preferred Stock will be entitled to participate on an as-converted-to-common-stock basis with holders of our common stock in any distribution of our assets to the holders of the common stock.
Voting Rights. With certain exceptions, as described in the certificate of designation, the Series H Preferred Stock will have no voting rights. However, as long as any shares of Series H Preferred Stock remain outstanding, the certificate of designation provides that we shall not, without the affirmative vote of holders of a majority of the then-outstanding shares of Series H Preferred Stock: (a) alter or change adversely the powers, preferences or rights given to the Series H Preferred Stock or alter or amend the certificate of designation, (b) amend our certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders, (c) increase the number of authorized shares of Series H Preferred Stock or (d) enter into any agreement with respect to any of the foregoing.
Dividends. The certificate of designation provides, among other things, that we shall not pay any dividends on shares of common stock (other than dividends in the form of our common stock) unless and until such time as we pay dividends on each share of Series H Preferred Stock on an as-converted basis. Other than as set forth in the previous sentence, the certificate of designation provides that no other dividends shall be paid on shares of Series H Preferred Stock and that we shall pay no dividends (other than dividends in the form of our common stock) on shares of common stock unless we simultaneously comply with the previous sentence.
Exchange Listing.The Series H Preferred Stock is not listed on any securities exchange or other trading system.
Item 2.01 Completion of Acquisition of Disposition of Assets
On
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
Item 3.02 Unregistered Sales of
The response to this item is included in Item 1.01 of this Current Report on Form 8-K , and is incorporated herein in its entirety.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
The (i) audited consolidated financial statements for Innovus Pharmaceuticals,
Inc. as of and for the year-ended and
(d) The following exhibit is being filed herewith:
Exhibit Description 23.1 Consent ofHall & Company relating to Innovus' financial statements. 99.1* Audited consolidated financial statements for Innovus Pharmaceutical Inc. as of and for the years-endedDecember 31, 2018 and 2017, respectively, as incorporated and filed within the Form 10-K onApril 1, 2019 . 99.2* Unaudited consolidated financial statements for Innovus Pharmaceuticals, Inc. as of and for the nine-months endedSeptember 30, 2019 as filed within the Form 10-Q onNovember 13, 2019 . 99.3 Unaudited pro forma condensed combined Balance Sheet as ofJune 30, 2019 and Statement of Operations for the year endedJune 30, 2019 and three months endedSeptember 30, 2019 for the combination of (i)Aytu BioScience, Inc. , (ii) theCerecor transaction and (iii) the merger with Innovus Pharmaceuticals, Inc. * Incorporated by reference 1
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