0001104659-23-073741.txt : 20230622 0001104659-23-073741.hdr.sgml : 20230622 20230622160539 ACCESSION NUMBER: 0001104659-23-073741 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230613 FILED AS OF DATE: 20230622 DATE AS OF CHANGE: 20230622 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nantahala Capital Management, LLC CENTRAL INDEX KEY: 0001472322 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38247 FILM NUMBER: 231033364 BUSINESS ADDRESS: STREET 1: 130 MAIN ST. STREET 2: 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 203-404-1172 MAIL ADDRESS: STREET 1: 130 MAIN ST. STREET 2: 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Harkey Wilmot B. CENTRAL INDEX KEY: 0001775952 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38247 FILM NUMBER: 231033363 MAIL ADDRESS: STREET 1: C/O NANTAHALA CAPITAL MANAGEMENT, LLC STREET 2: 130 MAIN ST. 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mack Daniel CENTRAL INDEX KEY: 0001775831 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38247 FILM NUMBER: 231033362 MAIL ADDRESS: STREET 1: C/O NANTAHALA CAPITAL MANAGEMENT, LLC STREET 2: 130 MAIN ST. 2ND FLOOR CITY: NEW CANAAN STATE: CT ZIP: 06840 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AYTU BIOPHARMA, INC CENTRAL INDEX KEY: 0001385818 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 470883144 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 373 INVERNESS PARKWAY STREET 2: SUITE 206 CITY: ENGLEWOOD STATE: CO ZIP: 80112 BUSINESS PHONE: (720) 437-6580 MAIL ADDRESS: STREET 1: 373 INVERNESS PARKWAY STREET 2: SUITE 206 CITY: ENGLEWOOD STATE: CO ZIP: 80112 FORMER COMPANY: FORMER CONFORMED NAME: AYTU BIOSCIENCE, INC DATE OF NAME CHANGE: 20150609 FORMER COMPANY: FORMER CONFORMED NAME: AYTU BIOSCIENCE, INC. DATE OF NAME CHANGE: 20150609 FORMER COMPANY: FORMER CONFORMED NAME: Rosewind CORP DATE OF NAME CHANGE: 20070110 3 1 tm2319309-1_3.xml OWNERSHIP DOCUMENT X0206 3 2023-06-13 0 0001385818 AYTU BIOPHARMA, INC AYTU 0001472322 Nantahala Capital Management, LLC 130 MAIN ST. 2ND FLOOR NEW CANAAN CT 06840 0 0 1 0 0001775952 Harkey Wilmot B. C/O NANTAHALA CAPITAL MANAGEMENT, LLC 130 MAIN ST. 2ND FLOOR NEW CANAAN CT 06840 0 0 1 0 0001775831 Mack Daniel C/O NANTAHALA CAPITAL MANAGEMENT, LLC 130 MAIN ST. 2ND FLOOR NEW CANAAN CT 06840 0 0 1 0 Common Stock 1086812 I See Footnote Tranche A Warrant Common Stock 815217 I See Footnote Tranche B Warrant Common Stock 815217 I See Footnote Nantahala Capital Management, LLC ("NCM"), an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold the shares of Aytu BioPharma, Inc (the "Issuer") common stock ("Common Stock"), Tranche A Warrants and Tranche B Warrants disclosed in this Form 3, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Common Stock, Tranche A Warrants and Tranche B Warrants beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack disclaims beneficial ownership of the Issuer's securities disclosed herein except to the extent of their respective pecuniary interests therein. The Tranche A Warrants may be exercised for either shares of Common Stock or pre-funded warrants to purchase Common Stock at a future exercise price of $0.0001 per share ("Exchange Warrant"). Subject to certain limits on beneficial ownership, the Tranche A Warrants are exercisable at a price of $1.59 per share (or $1.5899 per Exchange Warrant). The Tranche A Warrants will expire upon the earlier of (i) five years after the date of issuance, and (ii) 30 days following the closing price of the Issuer's Common Stock equaling 200% of the exercise price for at least 40 consecutive trading days. The Tranche B Warrants may be exercised for either shares of Common Stock or Exchange Warrants to purchase Common Stock at a future exercise price of $0.0001 per share. Subject to certain limits on beneficial ownership, the Tranche B Warrants are exercisable at a price of $1.59 per share (or $1.5899 per Exchange Warrant). The Tranche B Warrants will expire upon the earlier of (x) five years after the date of issuance, and (y) 30 days following the Issuer's achievement of consolidated trailing twelve-month adjusted EBITDA of $12 million. /s/ Taki Vasilakis, Chief Compliance Officer 2023-06-22 /s/ Wilmot B. Harkey 2023-06-22 /s/ Daniel Mack 2023-06-22