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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): March 18, 2021

~~Date~~NEOS ofTHERAPEUTICS, ~~Report~~ INC. (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~February~~in 8,its ~~2021 (February 5, 2021~~charter)

NEOS THERAPEUTICS, INC.

Delaware		001-37508		27-0395455
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)



001-37508		27-0395455
(Commission File No.)		(IRS Employer Identification No.)

2940 N. Highway 360

Grand Prairie, TX 75050

(Address of principal executive offices, including ~~and~~Zip ~~zip code~~Code)

Registrant’s telephone number, including area code: (972) 408-1300

~~Not~~N/A (Former ~~applicable~~name or former address, if changed since last report)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	NEOS	The Nasdaq Stock Market LLC

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

On March 19, 2021, Neos Therapeutics, Inc., a Delaware corporation (the “Company” or “Neos”), completed its previously announced merger (the “Merger”) with Aytu BioScience, Inc. (“Aytu” or “Parent”) and Neutron Acquisition Sub, Inc., a wholly owned subsidiary of Aytu (“Merger Sub”), pursuant to the Agreement and Plan of Merger, dated as of December 10, 2020, by and among Parent, Merger Sub and Neos (the “Merger Agreement”). Neos was the surviving corporation of the Merger and, as a result of the Merger, has become a wholly owned subsidiary of Parent (the “Surviving Corporation”).

Item 1.01 Entry into a Material Definitive Agreement

In connection with the closing of the Merger, Aytu entered into a Consent, Waiver and Sixth Amendment to Facility Agreement, dated as of March 19, 2021 (the “Deerfield Consent, Waiver and Amendment”), by and among Neos as borrower, Neos Therapeutics Brands, LLC, Neos Therapeutics, LP, Neos Therapeutics Commercial, LLC and PharmaFab Texas, LLC, as guarantors (collectively with Neos, the “Neos Obligors”), Deerfield Private Design Fund III L.P. and Deerfield Partners, L.P., as lenders (the “Deerfield Lenders”) and Deerfield Mgmt, L.P. as collateral agent. Pursuant to the Deerfield Consent, Waiver and Amendment, the Deerfield Lenders (i) consent to certain amendments to the ABL Documents (the “ABL Amendments”), (ii) irrevocably waive defaults related to “going concern” qualifications to Neos’ financial statements and any other defaults that would otherwise result without such waiver, (iii) irrevocably waive their right to impose the default rate of interest as provided for in the Facility Agreement, dated as of May 11, 2016 (the “Deerfield Facility Agreement”), by and among Neos and Deerfield Private Design Fund III, L.P. and Deerfield Special Situations Fund, L.P., as the lenders thereunder. Certain other modifications were made to the Deerfield Facility Agreement to reflect the consummation of the Merger and the status of Neos as a wholly-owned subsidiary of Aytu and (iv) join Aytu and its subsidiaries as guarantors of the obligations owed by Neos under the Deerfield Facility Agreement and subject Aytu and its subsidiaries to certain restrictive covenants including limitations on the incurrence of debt, granting of liens and transfers of assets of Aytu and its subsidiaries and (v) makes certain other modifications to the Deerfield Facility Agreement to reflect the consummation of the Merger and the status of Neos as a wholly-owned subsidiary of Aytu. Such modifications also include the prepayment of $15,000,000 of the principal of the loan plus any interest thereon that would have otherwise accrued through May 10, 2021 under the Deerfield Facility Agreement on the date of the consummation of the Merger (in lieu of payment of the same on May 11, 2021) and the elimination of the right of the Deerfield Lenders to convert outstanding amounts of the loans into conversion shares and Neos’ rights to make payments to Deerfield Lenders in the form of shares of common stock.

~~Item~~In ~~1.01~~connection ~~Entry~~with the closing of the Merger, Aytu entered into a ~~Material~~Consent, ~~Definitive~~Waiver and Amendment No. 1 to Loan and Security Agreement, dated as of March 19, 2021 (the “Encina Consent, Waiver and Amendment”), by and among the Neos Obligors and Encina Business Credit, LLC, as lender and agent (the “Encina Lender”). Pursuant to the Encina Consent, Waiver and Amendment, the Encina Lender (i) consents to the change in control of Neos that will result from the consummation of the Merger, (ii) consents, on the date of the consummation of the Merger, to the prepayment of $15,000,000 of the principal of the loan under the Deerfield Facility Agreement plus any interest thereon that would have otherwise accrued through May 10, 2021 under the Deerfield Facility Agreement, (iii) irrevocably waives all defaults resulting from inclusion of “going concern” qualifications in Neos’ audited financial statements for the year ending December 31, 2020, (iv) irrevocably waives the right to impose the default rate of interest as to the extent arising from such defaults under and as provided for in the Loan and Security Agreement, dated as of October 2, 2019, by and among Neos, certain affiliates of Neos party thereto and the Encina Lender (the “Encina Loan Agreement”) and (v) makes certain other modifications to the Encina Loan Agreement to reflect the consummation of the Merger and the status of Neos as a wholly-owned subsidiary of Aytu, in each case subject to the terms and conditions of the Encina Consent, Waiver and Amendment.

AsThe ~~previously~~foregoing ~~disclosed,~~descriptions onof ~~December~~the 10Deerfield Consent, ~~2020,~~Waiver ~~Aytu BioScience, Inc. (“Aytu”), Neutron Acquisition Sub, Inc., a wholly owned subsidiary of Aytu~~ and ~~Neos~~Amendment ~~Therapeutics, Inc. (the “Company” or “Neos”) entered into an Agreement~~ and ~~Plan of Merger (~~the ~~“Merger~~Encina ~~Agreement”)~~Consent, ~~whereby~~Waiver ~~Neutron~~and ~~Acquisition~~Amendment ~~Sub,~~are ~~Inc.~~not ~~will~~complete ~~merge with~~ and ~~into~~are ~~Neos,~~qualified ~~with~~in ~~Neos~~their ~~surviving~~entirety by asreference ~~a wholly owned subsidiary of Aytu (the “Merger”). Completion of the Merger is anticipated~~ to ~~occur as early as~~ the ~~end~~Deerfield ofConsent, ~~the~~Waiver ~~first quarter of 2021~~ and ~~remains~~Amendment ~~subject to customary closing conditions, including the adoption of the Merger Agreement by a majority of the holders of the outstanding shares of Neos common stock~~ and the ~~approval~~Encina ~~of the issuance of Aytu common stock by a majority of the votes cast by Aytu stockholders on the matter~~Consent, ~~and~~Waiver ~~certain other conditions. The details of the Merger~~ and ~~the~~Amendment, ~~Merger~~respectively, ~~Agreement~~which ~~were~~are filed ~~previously~~as ~~disclosed~~Exhibits ~~in,~~10.1 and ~~the Merger Agreement was filed with~~10.2, ~~the Company’s Form 8-K filed on December 11~~respectively, ~~2020. Capitalized~~hereto ~~terms~~and ~~not~~are ~~defined~~incorporated herein ~~shall~~by ~~have the meanings ascribed to them in the Merger Agreement~~reference.

In connection with the execution of the Merger Agreement, Neos concurrently entered into a commitment letter for an unsecured convertible note (the “Promissory Note”) for Aytu BioScience, Inc. (“Aytu”) to provide financing to Neos in an aggregate amount of up to $5,000,000, subject to receipt of approval from The Nasdaq Stock Market (“Nasdaq”) with respect to the convertible note and the transactions contemplated therein.1

~~Following~~Item receipt of the aforementioned approval from Nasdaq, on February 8, 2021, the Company issued the Promissory Note to Aytu without incurring any indebtedness thereunder. If indebtedness is incurred, interest will accrue on any principal amount outstanding under the note at a rate of 6.0% per annum, compounding monthly beginning in February 2021. If an event of default has occurred and is continuing, the interest rate then in effect will be increased by 2.~~0% per annum, and all overdue obligations under the note will bear interest at the interest rate in effect at such time plus the additional 2~~01.0% ~~per~~Completion ~~annum. Aytu’s rights under the note, including rights to payment, are subordinated to the rights~~ of ~~Neos’s~~Acquisition ~~existing~~or ~~senior~~Disposition ~~lenders. The maturity date~~ of ~~the note is the earlier of the acceleration of the obligations evidenced thereby and November 7, 2022.~~Assets

IfAs ~~drawn~~described above ~~down~~in ~~on,~~ the ~~convertible~~Introductory ~~note~~Note ~~will~~to bethis ~~cancelled~~Current inReport ~~the~~on ~~event~~Form ~~the~~8-K, ~~Merger~~on isMarch ~~consummated.~~19, If2021, Neos completed the Merger ispursuant ~~not consummated and~~ to the Merger Agreement isand ~~terminated,~~became ata ~~any~~wholly ~~time~~owned ~~beginning~~subsidiary 30of ~~days~~Parent. ~~following~~Pursuant ~~such~~to ~~termination,~~the ~~Aytu~~Merger ~~will~~Agreement, ~~have~~at the ~~right~~effective totime of ~~elect~~the toMerger ~~convert principal and accrued interest amounts outstanding under~~ (the ~~note~~“Effective atTime”), aeach ~~conversion~~share ~~price~~of ~~equal~~common tostock, ~~the~~par ~~greater~~value of $0.50001 per ~~Neos~~ share, ~~or 90%~~ of ~~Neos’~~the Company ~~then current share price~~ (~~calculated~~“Company ~~based~~Common onStock”) aissued ~~volume~~and ~~weighted~~outstanding ~~average~~immediately ~~price~~prior ~~per~~to ~~share for~~ the ~~thirty~~Effective Time (~~30)~~excluding any ~~trading~~shares ~~days~~of ~~immediately~~Company ~~preceeding).~~Common ~~Aytu’s~~Stock ~~ability~~held toin ~~convert~~ the ~~note~~treasury isof ~~subject~~the toCompany aor ~~customary exchange cap~~owned, ~~under~~directly ~~which~~or noindirectly, ~~shares~~by ~~may~~Parent beor ~~issued~~Merger Sub byimmediately ~~Neos~~prior to the ~~extent~~Effective ~~such~~Time) ~~issuance~~was ~~(together~~automatically ~~with~~converted ~~all~~into ~~previous~~the ~~issuances~~right ~~under~~to ~~the~~receive ~~note~~(1) ~~would exceed 19~~0.9%1088 ofshares ~~Neos’s outstanding~~ of common stock, aspar ofvalue ~~the date the note is issued~~$0.0001 ~~Alternatively,~~per ~~at Aytu’s option~~share, ~~it may acquire shares in excess~~ of ~~such~~Parent ~~exchange~~(“Parent ~~cap~~Common ifStock”) ~~it elects to increase~~ (the ~~conversion~~“Exchange Ratio”) ~~price~~and ~~with~~(2) ~~respect to~~ any ~~given~~cash ~~conversion~~in ~~such~~lieu ~~that~~of ~~Nasdaq~~fractional ~~would~~shares ~~deem~~of ~~such~~Parent ~~conversion~~Common ~~price~~Stock. toAs bea atresult ~~least~~of the ~~Minimum~~Merger, ~~Price~~holders ~~for~~of shares ~~purposes~~ of ~~Nasdaq~~Company ~~listing~~Common ~~Rule~~Stock ~~5635(d).~~immediately Inprior ~~addition,~~to ~~Aytu~~the ~~may~~Effective ~~not~~Time ~~acquire~~will ~~common~~receive ~~stock~~approximately ~~upon~~5,447,000 ~~conversion~~shares of ~~the~~Parent Common ~~note~~Stock tofor ~~the~~their ~~extent~~shares ~~such~~of ~~acquisition~~Company ~~would~~Common ~~result~~Stock, inwith ~~Aytu’s~~the ~~beneficial~~total ~~ownership~~consideration ofvalued ~~Neos’s~~at ~~common~~approximately ~~stock~~$53,000,000 million, based ~~exceeding~~on ~~9.985%~~the ofclosing ~~Neos’s~~price ~~total~~of ~~outstanding~~the ~~shares~~Parent ofCommon ~~common~~Stock ~~stock~~on atMarch ~~such~~19, ~~time~~2021.

~~The issuance of the convertible note occurred, and the conversion of the shares of~~ Neos’s ~~common~~Stock stock thereunder will occur, as a private placement of securities. As a result, the shares issuable upon conversion of the note may be restricted from resale unless such shares have been registered for resale under the Securities Act of 1933, as amended (the “Securities Act”) or an exemption exists for such resale.Options

~~Concurrently~~As ~~with~~of the ~~issuance~~Effective Time, each unvested option to acquire shares of ~~the~~Company ~~Promissory~~Common ~~Note,~~Stock onthat ~~February~~was 8,outstanding ~~2021,~~as ~~Neos~~of immediately prior to the Effective Time and that had an exercise price per share equal to or less than $0.95 was assumed by Aytu ~~entered~~and converted into aan ~~registration~~option ~~rights~~to ~~agreement~~acquire (shares of Parent Common Stock on the ~~“Registration~~same ~~Rights~~terms ~~Agreement”)~~and conditions (including, but not limited to, ~~register~~any ~~the~~vesting, ~~resale~~acceleration ofor ~~the~~forfeiture ~~conversion~~provisions or repurchase rights) as were applicable to such option to acquire shares ~~under~~of ~~the~~Company ~~notes.~~Common ~~Under~~Stock ~~the~~immediately ~~Registration~~prior ~~Rights~~to ~~Agreement~~the Effective Time (each, ~~within~~an 30“Assumed ~~days~~Option”), ~~from~~except that the ~~termination~~number of ~~the~~shares ~~Merger~~of ~~Agreement~~Parent ~~for~~Common ~~any~~Stock ~~reason,~~subject ~~Neos~~to ~~will~~each ~~use~~such Assumed ~~best~~Option ~~efforts~~shall tobe ~~register~~equal to (i) the ~~conversion~~number of shares ~~for~~of ~~resale~~Company ~~and~~Common ~~cause~~Stock ~~such~~subject ~~registration~~to ~~statement~~the corresponding Assumed Option immediately prior to bethe ~~declared~~Effective ~~effective~~Time multiplied by (ii) the ~~Securities~~Exchange Ratio, rounded down, if necessary, to the nearest whole share of Parent Common Stock, and ~~Exchange~~such ~~Commission~~Assumed Option shall have an exercise price per share (rounded up to the ~~“SEC”~~nearest whole cent) ~~within~~equal 75to ~~days~~(A) the ~~following~~exercise ~~the~~price ~~filing~~per share of ~~such~~Company ~~registration~~Common ~~statement.~~Stock Ifotherwise ~~the~~purchasable ~~registration~~pursuant ~~statement~~to isthe ~~not~~corresponding Assumed ~~declared~~Option ~~effective~~divided by ~~such~~(B) the ~~deadline~~Exchange orRatio; ~~its~~provided, ~~effectiveness~~that ~~not~~the ~~maintained~~exercise price, ~~Neos~~the ~~will~~number ~~pay~~of ~~Aytu~~shares anof ~~additional~~Parent ~~amount~~Common Stock ofsubject ~~its~~to ~~common~~such ~~stock~~option ~~(or~~and ~~cash~~the ifterms ~~such~~and ~~issuance~~conditions of ~~common~~exercise ~~stock~~of issuch ~~not~~option ~~permitted~~shall ~~under~~be ~~Nasdaq~~determined ~~rules)~~in ~~equal~~a manner intended to be 3%consistent ofwith the ~~common~~requirements ~~stock~~of ~~covered~~Section 409A ~~under~~of the ~~registration~~Internal ~~statement~~Revenue ~~for~~Code ~~each~~of ~~30-day~~1986, ~~period~~as amended (the ~~registration~~“Code”) and, ~~statement~~with isrespect ~~not~~to ~~declared~~any ~~effective~~Assumed ~~after~~Option ~~the~~intended ~~deadline.~~to Inqualify ~~addition,~~as ifan “incentive stock option” under Section 422 of the ~~registration~~Code, Section 424(a) of the Code.

2Neos Restricted Stock Units

~~statement~~At isthe ~~not~~Effective ~~effective~~Time, oreach ~~available~~restricted stock unit to ~~use~~be ~~prior~~settled toin ~~such~~shares ~~time~~of ~~that~~Company ~~Aytu~~Common ~~can~~Stock ~~sell~~issued ~~all~~under of the ~~common~~Company ~~stock~~Equity ~~covered~~Plans by(each, ~~the~~a ~~registration~~“Neos ~~statement~~RSU”) that was outstanding under ~~Rule~~any ~~144~~equity ~~without~~incentive ~~regard~~plan of Neos as of immediately prior to ~~volume~~the ~~limitations,~~Effective ~~Neos~~Time ~~will~~was ~~pay~~assumed by Aytu and anconverted ~~additional~~automatically, ~~amount~~at ofthe ~~common~~Effective Time, into a restricted stock ~~(or~~unit ~~cash~~denominated ifin ~~such~~Parent ~~issuance~~Common ~~common~~Stock ~~stock~~covering isa number ~~not~~of ~~permitted~~shares ~~under~~of ~~Nasdaq~~Parent ~~rules)~~Common Stock equal to ~~3% of~~ (i) the ~~remaining~~number ~~unsold~~of ~~amount~~shares of ~~common~~Company ~~stock~~Common ~~covered~~Stock ~~under~~subject to the ~~registration~~corresponding Neos ~~statement~~RSU ~~for~~immediately ~~each~~prior ~~30-day~~to ~~period~~the ~~that~~Effective ~~the~~Time ~~registration~~multiplied ~~statement~~by is(ii) the ~~not~~Exchange ~~available~~Ratio, torounded, ~~use.~~if ~~The~~necessary, ~~Registration~~to ~~Rights~~the ~~Agreement~~nearest share ~~also~~of ~~includes~~Parent aCommon ~~covenant~~Stock, ~~prohibiting~~having ~~Neos~~substantially ~~from~~similar ~~issuing~~terms ~~equity~~and orconditions ~~convertible~~(including, ~~securities~~but ~~from~~not ~~the~~limited ~~date~~to, ~~the~~any ~~convertible~~vesting, ~~note~~acceleration, forfeiture isand ~~issued~~settlement ~~until~~date 30provisions) ~~days~~as ~~after~~were ~~the~~applicable ~~date~~to ~~the~~such ~~registration~~Neos ~~statement~~RSU isas ~~declared~~of ~~effective,~~immediately ~~subject~~prior to ~~certain~~the ~~exceptions~~Effective Time.

InThe ~~addition,~~foregoing insummary does ~~the~~not ~~event~~purport ~~that~~to ~~Neos~~be ~~draws~~complete ~~down~~and onis ~~the~~qualified ~~convertible~~in ~~note,~~its entirety by reference to the ~~Exchange~~full ~~Ratio~~text ~~will~~of bethe ~~adjusted~~Merger ~~downward~~Agreement, bywhich anis incorporated ~~amount~~by ~~equal~~reference tofrom 0Exhibit 2.~~00011~~1 ~~for~~to ~~every~~the ~~$100,000~~Current ofReport ~~bridge~~on ~~financing~~Form ~~funded~~8-K filed by ~~Aytu~~the ~~under~~Company ~~the~~on ~~convertible~~December ~~note~~11, 2020.

The foregoing description of the Promissory Note and the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the Promissory Note, which is filed as Exhibit 10.1 hereto, and the Registration Rights Agreement, which is filed as Exhibit 10.2 ~~hereto, both of which are incorporated by reference into this Item 1.01.~~

Item 23.0301. ~~Creation~~Notice of aDelisting ~~Direct~~or ~~Financial~~Failure ~~Obligation~~to orSatisfy ana ~~Obligation~~Continued ~~under~~Listing anRule ~~Off-Balance~~or ~~Sheet~~Standard; ~~Arrangement~~Transfer of ~~a Registrant.~~Listing

On March 19, 2021, Neos notified The ~~disclosure~~Nasdaq ~~regarding~~Stock Market LLC (“Nasdaq”) that the ~~Promissory~~Merger ~~Note~~was ~~contained~~completed, inand ~~Item~~as 1of open of business on March 22, 2021, trading of the shares of Company Common Stock on Nasdaq was suspended.01 In addition, on March 19, 2021, Neos requested that Nasdaq file a delisting application on Form 25 with the Securities and Exchange Commission (the “SEC”) to report the delisting of ~~this~~the ~~Current~~shares ~~Report~~of Company Common Stock from Nasdaq. Neos intends to file a certification on Form ~~8-K~~15 iswith the ~~hereby~~SEC ~~incorporated~~requesting bythat ~~reference~~Neos ~~into~~reporting ~~this~~obligations ~~Item~~under 2Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended, be suspended.~~03.~~

Item 3.0103. ~~Creation~~Material ofModifications ato ~~Direct~~Rights ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~ of aSecurity ~~Registrant.~~Holders

As previously disclosed, on June 2, 2020, Neos received a letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of Nasdaq indicating that the closing bid price of the Company’s common stock had, for 30 consecutive business days preceding the date of the Letter, been below the $1.00 per share minimum required for continued listing on The ~~Nasdaq~~information ~~Global~~set ~~Market~~forth under ~~Nasdaq~~Item ~~Listing Rule 5450(a)(1) (the “Minimum Bid Price Rule”)~~2.01 of Inthis ~~accordance~~Current ~~with~~Report ~~Nasdaq~~on ~~Listing~~Form ~~Rule 5810(c)(3)(A), the Company was provided until December 28, 2020 to regain compliance, reflecting a 180~~8-~~day~~K ~~compliance~~is ~~period~~incorporated ~~and~~herein ~~any temporary relief periods afforded~~ by ~~Nasdaq pursuant to its April 16, 2020 announcement~~reference.

OnItem ~~December 29, 2020, Neos received a notice (the “Notice”) from the Listing Qualifications Department of Nasdaq stating that the Company had failed to regain compliance with the minimum $1~~5.~~00 closing bid price required by the Minimum Bid Price Rule prior to December 28, 2020 as required by Nasdaq’s Letter~~01. ~~Upon~~Changes ~~receipt~~in ofControl ~~the Notice, the Company promptly requested a hearing before a Hearings Panel to appeal the determination, which stayed the suspension~~ of ~~Neos’ securities and the filing of the Form 25-NSE pending a decision by the Hearings Panel.~~Registrant

OnAs ~~February~~a 4,result ~~2021,~~of ~~Neos conducted its hearing before~~ the ~~Nasdaq~~Merger, ~~Hearings~~a ~~Panel.~~change Onin control ~~February~~of 5,Neos ~~2021~~occurred, ~~the~~and ~~Hearings Panel granted~~ Neos’ ~~request~~is tonow ~~continue~~a ~~its~~wholly ~~listing~~owned onsubsidiary ~~Nasdaq during the pendency~~ of ~~the Merger or until June 28, 2021~~Parent. ToThe ~~remain~~information ~~listed~~set onforth ~~Nasdaq~~under ~~beyond~~the ~~such~~Introductory Note ~~date,~~and ~~Neos~~Items ~~must~~2.01 ~~demonstrate~~and ~~compliance~~5.02 ~~with~~of ~~the~~this ~~Minimum~~Current ~~Bid~~Report ~~Price~~on ~~Rule~~Form on8-K oris ~~before~~incorporated ~~such~~herein ~~date~~by reference.

Item 35.02. ~~Unregistered~~Departure ~~Sales~~of Directors or Certain Officers; Election of ~~Equity~~Directors; ~~Securities.~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The~~In ~~disclosure~~accordance ~~regarding~~with the ~~Promissory~~Merger, ~~Note~~at ~~contained~~the inEffective Time, ~~Item~~each ~~1.01~~of Alan Heller, Bryant Fong, Beth Hecht, Gerald McLaughlin, James Robinson, Greg Robitaille, John Schmid and Linda Szyper ceased serving as directors of ~~this~~Neos, ~~Current~~as ~~Report~~the ondirectors ~~Form~~of ~~8-K~~Merger isSub ~~hereby~~as ~~incorporated~~of byimmediately ~~reference~~prior ~~into~~to ~~this~~the ~~Item~~Effective 3Time became the directors of the Company.~~02.~~

In addition, in accordance with the Merger, at the Effective Time, each named executive officer of the Company listed below ceased to hold the positions indicated beside such executive officer’s name, as the officers of Merger Sub as of immediately prior to the Effective Time became the officers of the Company:

3● Gerald McLaughlin President and Chief Executive Officer ● Richard Eisenstadt Chief Financial Officer ● John Limongelli Senior Vice President, General Counsel and Corporate Secretary

~~Item~~In 9connection with the completion of the Merger, on March 19, 2021, Parent entered into Separation Agreements with each of Mr.01 McLaughlin and Mr. ~~Financial~~Limongelli. The ~~Statements~~information set forth in the section entitled “Interests of Neos’ Directors and ~~Exhibits~~Officers in the Merger-Severance Entitlements” set forth in the Company’s definitive proxy statement filed with the SEC on February 9, 2021, is incorporated by reference herein.

~~(d) Exhibits~~Item 5.03. Amendments to Certificate of Incorporation or Bylaws

In connection with the completion of the Merger, Neos’ amended and restated certificate of incorporation and amended and restated bylaws were further amended and restated to be the same as the certificate of incorporation and the bylaws, respectively, of Merger Sub, as in effect immediately prior to the Effective Time. Neos’ Amended and Restated Certificate of Incorporation and Neos’ Amended and Restated Bylaws are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.



Exhibit
Number		Description

10.1		Unsecured Convertible Promissory Note, by and between Neos and Aytu.
10.2		Registration Rights Agreement, by and between Neos and Aytu.
10.3		Subordination Agreement, by and among Neos, Aytu, Deerfield Private Design Fund III, L.P. and Deerfield Partners, L.P.
10.4		Subordination Agreement, by and among Neos, Aytu, Neos Therapeutics Brands, LLC, Neos Therapeutics, LP, Neos Therapeutics Commercial, LLC, Pharmafab Texas, LLC and Encina Business Credit, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 5.07. Submission of Matters to a Vote of Security Holders

4On March 18, 2021, the Company held its special meeting of stockholders (the “Special Meeting”). The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Special Meeting.

~~SIGNATURES~~(a) Proposal 1 — Adoption of the Merger Agreement. Stockholders approved the proposal to adopt the Merger Agreement, pursuant to which Merger Sub will be merged with and into Neos, with Neos surviving the Merger as a wholly-owned subsidiary of Aytu, as follows (the “Merger Proposal”):

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Votes For		Votes Against		Abstentions		Broker Non-Votes
25,925,818		708,572		55,918		7,206,763



	NEOS THERAPEUTICS, INC.


Date: February 8, 2021	By:	/s/ Richard I. Eisenstadt
		Richard I. Eisenstadt
		Chief Financial Officer

(b) Proposal 2 — Approval of the Reverse Stock Split. Stockholders approved the proposal to approve the amendment to the Neos certificate of incorporation to effect a reverse stock split of Company Common Stock, which proposal was only applicable if the Merger Proposal was not approved by the Neos stockholders or if the Merger was not completed for any other reason (the “Reverse Stock Split Proposal”), as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
32,295,167		1,471,953		129,951		N/A

(c) Proposal 3— Consider and Vote Upon an Adjournment of the Special Meeting. Stockholders approved the proposal to approve the adjournment or postponement from time to time of the Special Meeting, if necessary to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal and/or the Reverse Stock Split Proposal, as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
32,356,942		1,360,321		179,808		N/A

5On March 22, 2021, Parent issued a press release announcing the completion of the Merger, which was filed as Exhibit 99.1 to the Form 8-K filed by Parent on March 22, 2021 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit		Description
2.1*		Agreement and Plan of Merger, dated as of December 10, 2020, by and among Neos, Parent. and Merger Sub (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on December 11, 2020)
3.1		Fifth Amended and Restated Certificate of Incorporation of Neos Therapeutics, Inc.
3.2		Second Amended and Restated Bylaws of Neos Therapeutics, Inc.
10.1		Consent, Waiver and Sixth Amendment to Facility Agreement, by and among Aytu BioScience, Inc., Neos Therapeutics, Inc., Neos Therapeutics Brands, LLC, Neos Therapeutics, LP, Neos Therapeutics Commercial, LLC, PharmaFab Texas, LLC, Deerfield Private Design Fund III L.P., Deerfield Partners, L.P. and Deerfield Mgmt, L.P., dated March 19, 2021.
10.2		Consent, Waiver and Amendment No. 1 to Loan and Security Agreement, by and among Aytu BioScience, Inc., Neos Therapeutics, Inc., Neos Therapeutics Brands, LLC, Neos Therapeutics, LP, Neos Therapeutics Commercial, LLC, PharmaFab Texas, and Encina Business Credit, LLC, dated March 19, 2021.
99.1		Press Release dated March 22, 2021

Exhibits and schedules to this Exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		NEOS THERAPEUTICS, INC.

Date:	March 22, 2021	By:	/s/ Joshua R. Disbrow
			Joshua R. Disbrow
			Chief Executive Officer

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