| Item 1. | |
| (a) | Name of issuer:
AYTU BIOPHARMA, INC |
| (b) | Address of issuer's principal executive offices:
7900 East Union Avenue, Suite 920, Denver, CO 80237 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by Philotimo Fund LP, a Delaware limited partnership ("Philotimo"), Philotimo Focused Growth & Income Fund, a series of World Funds Trust, a Delaware statutory trust ("PHLOX"), Kanen Wealth Management, LLC, a Florida limited liability company ("KWM"), and David L. Kanen. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
KWM is the general partner of Philotimo and the investment manager of PHLOX. Mr. Kanen serves as the managing member of KWM. By virtue of these relationships, KWM and Mr. Kanen may be deemed to beneficially own the shares of Common Stock, par value $0.0001 per share (the "Shares"), of Aytu BioPharma, Inc. (the "Issuer"), owned by each of Philotimo and PHLOX. |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of Philotimo, PHLOX, KWM and Mr. Kanen is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073. |
| (c) | Citizenship:
Philotimo is organized under the laws of the State of Delaware. PHLOX is a series of World Funds Trust, a statutory trust organized under the laws of the State of Delaware. KWM is organized under the laws of the State of Florida. Mr. Kanen is a citizen of the United States of America. |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
054754858 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on May 15, 2025:
(i) Philotimo beneficially owned 425,500 Shares;
(ii) PHLOX beneficially owned 209,573 Shares;
(iii) KWM beneficially owned 635,073 Shares, consisting of (a) the 425,500 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo and (b) the 209,573 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX; and
(iv) Mr. Kanen beneficially owned 635,073 Shares, consisting of (a) the 425,500 Shares owned directly by Philotimo, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM and (b) the 209,573 Shares owned directly by PHLOX, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM.
Each Reporting Person is a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 635,073 Shares beneficially owned in the aggregate by all the Reporting Persons, constituting approximately 10.3% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. |
| (b) | Percent of class:
The aggregate percentage of the Shares reported owned by each person named herein is based upon 6,170,246 Shares outstanding as of May 1, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025.
As of the close of business on May 15, 2025:
(i) Philotimo beneficially owned approximately 6.9% of the outstanding Shares;
(ii) PHLOX beneficially owned approximately 3.4% of the outstanding Shares;
(iii) KWM beneficially owned approximately 10.3% of the outstanding Shares; and
(iv) Mr. Kanen beneficially owned approximately 10.3% of the outstanding Shares. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
|
| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
|
| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on June 26, 2025. |
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)