Aytu BioScience Inc. (AYTU)

[TESLA777]

$RSWN, new merger, off shoot of $AMPE....$AMPE owns 81.5% of the common stock of Rosewind.

http://ih.advfn.com/p.php?pid=nmona&article=66520201&symbol=AMPE


Item 1.01 Entry into a Material Definitive Agreement
On April 21, 2015, Ampio Pharmaceuticals, Inc., a Delaware corporation (“Ampio” or the “Company”), entered into a Voting Agreement (the “Agreement”) with Rosewind Corporation (OTCMKTS:RSWN), a Colorado corporation (“Rosewind”) which is expected to be renamed Aytu BioScience, Inc. in the near future. Pursuant to the Agreement, Ampio agreed to vote all of the shares of common stock of Rosewind beneficially owned by Ampio at a special meeting of Rosewind’s stockholders or by written consent in favor of the following proposals approved by the Board of Directors of Rosewind and authorizing Rosewind to (i) re-incorporate into the State of Delaware through a plan of conversion; (2) effectuate a reverse stock split of Rosewind’s common stock, at a ratio of one new share for every approximately 12.174 shares currently outstanding; (3) change the name of Rosewind from “Rosewind Corporation” to “Aytu Bioscience, Inc.”; and (4) approve a new stock option and incentive plan. The Agreement will remain in effect until Rosewind’s stockholders approve the foregoing proposals. Ampio is the holder of approximately 81.5% of the common stock of Rosewind.
The description of the Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, which is attached hereto as Exhibit 10.1.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
On April 16, 2015, Joshua R. Disbrow resigned as Chief Operating Officer of Ampio in connection with the Merger (as defined below) to assume the role of Chief Executive Officer of Rosewind, and Jarrett Disbrow resigned as President and Chief Executive Officer of Vyrix Pharmaceuticals, a Delaware corporation (“Vyrix”), and prior to the Merger a subsidiary of Ampio, to assume the role of Chief Operating Officer of Rosewind. In connection with Joshua R. Disbrow’s resignation from the Company, the Company caused Joshua R. Disbrow’s option to purchase common stock of the Company, dated December 15, 2012 (the “Option”), to become fully vested as of April 15, 2015, waived certain provisions of his option agreement regarding the impact of termination of employment on his Option and established the new expiration date of the Option as April 15, 2020.

Item 8.01 Other Events
On April 16, 2015, Luoxis Diagnostics, Inc., a Delaware corporation (“Luoxis”), and Vyrix, each previously a subsidiary of Ampio, entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Rosewind, Luoxis, Vyrix, two major stockholders of Rosewind and two subsidiaries of Rosewind created solely for the purposes of the Merger (as defined below), and which did not survive the Merger.
In the first stage of the transaction, each of Luoxis and Vyrix merged with and into one of Rosewind’s merger subsidiaries. Luoxis and Vyrix survived these mergers. The outstanding shares of stock of Luoxis and the outstanding shares of stock of Vyrix were converted into the right to receive shares of common stock in Rosewind. The Luoxis stock and the Vyrix stock were each converted at an exchange factor. The exchange factor for each of them was determined upon the basis of a relative value opinion obtained by Ampio. The
outstanding shares of Rosewind’s merger subsidiary that merged with Luoxis were converted into shares of Luoxis as the surviving corporation. The outstanding shares of Rosewind’s merger subsidiary that merged with Vyrix were converted into shares of Vyrix as the surviving corporation. After completion of the first stage of the transaction, Luoxis and Vyrix were subsidiaries of Rosewind.
In the second stage of the transaction, which occurred on the same day as the first stage of the transaction, each of Luoxis and Vyrix was merged with and into Rosewind, with Rosewind surviving. The first and second stage mergers are referred to collectively as the “Merger”. Following the consummation of the Merger, the Company became the holder of approximately 81.5% of the common stock of Rosewind.