Full Press Release Details
Aytu BioScience and Innovus Pharmaceuticals Announce Filing of Form
S-4 Registration Statement Related to Proposed Acquisition of
Innovus by Aytu BioScience
ENGLEWOOD, CO & SAN DIEGO, CA / ACCESSWIRE / December 24, 2019
/ Aytu BioScience, Inc. (NASDAQ: AYTU), a specialty
pharmaceutical company focused on commercializing novel products
that address significant patient needs and Innovus Pharmaceuticals,
Inc. (OTCQB: INNV), a specialty pharmaceutical company
commercializing, licensing and developing safe and effective
consumer health products, today announced that the companies have
filed with the U.S. Securities and Exchange Commission a
registration statement on Form S-4 containing a joint preliminary
proxy statement/prospectus in connection with Aytu
BioScience's proposed acquisition of Innovus Pharmaceuticals
on December 23, 2019 after markets closed.
registration statement containing the joint preliminary proxy
statement/prospectus is available through the SEC's website at
on each company's website on the respective company's
previously announced the companies signed a definitive merger
agreement whereby Aytu will retire all outstanding common stock of
Innovus for an aggregate of up to $8 million in shares of Aytu
common stock, less certain deductions, at the time of closing,
including amounts owed from Innovus to Aytu under a promissory note
(currently $1.35 million principal amount), payments to be made to
warrant holders, changes in Innovus liabilities and working
capital, and other adjustments. This initial consideration to
Innovus common shareholders is currently estimated to consist of
approximately 3.9 million shares of Aytu stock. Each Innovus common
shareholder will also receive contingent value rights
( CVRs ), representing the right to receive additional
consideration of up to an aggregate of $16 million, paid for in
cash or stock at Aytu's option, over the next five years if
certain revenue and profitability milestones are
generated nearly $23 million in revenue during the twelve-month
period ended September 30, 2019.
this combined entity, Aytu will expand into the $40 billion
consumer healthcare market with a portfolio of over thirty-five
consumer products competing in
large therapeutic categories including diabetes, men's
health, sexual wellness and respiratory health. This expanded
product line broadens Aytu's portfolio beyond prescription
therapeutics to enable wider revenue distribution, reduced
seasonality associated with Aytu's seasonal antitussive
product line, and higher revenue from an expanded base of
proprietary products.
Aytu and Innovus generated approximately $43 million in revenue
over the twelve-month period ended September 30, 2019. The
companies believe this business combination will provide increased
revenue scale and enable operational synergies that can be
leveraged to accelerate the combined company's growth and
path to profitability. Aytu will also take over the outstanding
notes payable of Innovus which, at the time of signing, was
approximately $2.8 million.
closing, Aytu expects to operate the commercial aspects of the
Innovus consumer business separately from Aytu's prescription
business, while rationalizing general and administrative expenses
through the removal of Innovus' public company costs and
redundant administrative and operational processes, along with the
reduction in overhead, administrative and facilities
prescription product portfolio will continue to be primarily
commercialized through the existing Aytu sales force, while the
consumer health products will continue to be primarily
commercialized via Innovus' proprietary Beyond Human
marketing platform. However, both lines of business are expected to
benefit from opportunistic cross-selling such that some consumer
products may be marketed in the physician office setting by
Aytu's sales force, while the marketing of the prescription
products may be bolstered through various online and
direct-to-consumer marketing initiatives.
boards of directors of both companies have approved the terms of
the merger transaction, which is subject to the approval of both
companies' shareholders. At the time of signing the
definitive agreement, Aytu had collected voting agreements
supporting the merger transaction that represent approximately 35%
of current shares outstanding. Innovus has thus far collected
voting agreements supporting the transaction that represent
approximately 24% of shares outstanding.
transaction, which is expected to close on or around March 31,
2020, pending timing of review by the Securities and Exchange
Commission and a shareholder vote, which would follow the
effectiveness of the S-4/proxy statement. The merger is subject to
customary closing conditions and regulatory approvals.
About Aytu BioScience, Inc.
BioScience is a commercial-stage specialty pharmaceutical company
focused on commercializing novel products that address significant
patient needs. The company currently markets a portfolio of
prescription products addressing large primary care and pediatric
markets. The primary care portfolio includes (i) Natesto , the
only FDA-approved nasal formulation of testosterone for men with
hypogonadism (low testosterone, or "Low T"), (ii) ZolpiMist ,
the only FDA-approved oral spray prescription sleep aid, and (iii)
Tuzistra XR, the only FDA-approved 12-hour codeine-based
antitussive syrup. The pediatric portfolio includes (i)
AcipHex Sprinkle , a granule formulation of rabeprazole
sodium, a commonly prescribed proton pump inhibitor; (ii) Cefaclor,
a second-generation cephalosporin antibiotic suspension; (iii)
Karbinal ER, an extended-release carbinoxamine
(antihistamine) suspension indicated to treat numerous allergic
conditions; and (iv) Poly-Vi-Flor and Tri-Vi-Flor , two
complementary prescription fluoride-based supplement product lines