0001558370-22-001134.txt : 20220323 0001558370-22-001134.hdr.sgml : 20220323 20220214172646 ACCESSION NUMBER: 0001558370-22-001134 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220214 FILER: 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 FILING VALUES: FORM TYPE: CORRESP 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 CORRESP 1 filename1.htm

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February 14, 2022

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VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kristin Lochhead and Brian Cascio

Re: Response to the Securities and Exchange Commission

Staff Comment dated January 26, 2022, regarding

Aytu BioPharma, Inc.

Form 10-K for the Fiscal Year Ended June 30

Filed September 28, 2021

File No. 001-32731

Dear Sirs and Madams:

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This letter is in response to your letter dated February 3, 2022 providing comments in Aytu BioPharma, Inc.’s (“Aytu”) Form 10-K for the Fiscal Year Ended June 30, 2021. For your convenience, your comment has been reproduced in its entirety below, followed by Aytu’s responses.

Item 9A. Controls and Procedures, page 106

1.Reference your response to prior comment 3 that your "internal control over financial reporting is effective with the exception of the material weakness noted above." Item 308(a)(3) of Regulation S-K prohibits management from concluding internal control over financial reporting is effective when one or more material weaknesses exist. Please amend the filing to comply with Item 308(a)(3) of Regulation S-K or explain to us why no such revision is required.

Aytu’s Response:

In response to the Staff’s comment, rather than amending the Form 10-K filing, we have provided disclosure in our Form 10-Q for the fiscal quarter ended December 31, 2022, filed on February 14, 2022, stating that, “In connection with the preparation of our financial statements for the period ended June 30, 2021, we concluded that we had a material weakness in internal control over financial reporting related to our analysis for the accounting of goodwill and other intangibles and accounting for the impairment of long-lived assets. As a result, our management concluded that, as of June 30, 2021, our internal controls over financial reporting were not effective (whereas we previously indicated in our Form 10-K that it is effective as of that date).”

We believe that while the disclosure in the Form 10-K provided sufficient information about the material weakness such that it was fully disclosed, the Form 10-Q disclosure resolves the open discrepancy identified by the Staff.

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Thank you for your review of the filing. If you have any questions or additional comments with respect to this response letter, please contact the undersigned by phone at 303-996-2639, or Anthony Epps of Dorsey & Whitney LLP, our outside legal counsel at 303-352-1109.

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Very truly yours,

 

 

 

 

Aytu BioPharma, Inc.

 

 

 

 

By:

/s/ Mark K. Oki

 

Name: 

Mark K. Oki

 

Title:

Chief Financial Officer

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cc:Anthony Epps, Dorsey & Whitney LLP