SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last)

(First)

(Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/13/2023

3. Issuer Name and Ticker or Trading Symbol
AYTU BIOPHARMA, INC [ AYTU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,086,812	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Tranche A Warrant	⁽²⁾	⁽²⁾	Common Stock	815,217⁽²⁾	⁽²⁾	I	See Footnote⁽¹⁾
Tranche B Warrant	⁽³⁾	⁽³⁾	Common Stock	815,217⁽³⁾	⁽³⁾	I	See Footnote⁽¹⁾

1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last)

(First)

(Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Harkey Wilmot B.

(Last)

(First)

(Middle)

C/O NANTAHALA CAPITAL MANAGEMENT, LLC

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Mack Daniel

(Last)

(First)

(Middle)

C/O NANTAHALA CAPITAL MANAGEMENT, LLC

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN

06840

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. 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.

2. 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.

3. 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	06/22/2023
	/s/ Wilmot B. Harkey	06/22/2023
	/s/ Daniel Mack	06/22/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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