Daniel Mack Form 4 AYTU BIOPHARMA / Wilmot B. Harkey ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last) (First) (Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Tranche B Warrant	$1.5899(1)	06/14/2024		X			815,217	(1)	(1)	Common Stock(1)	815,217	$0	0	I	See Footnote(2)
Exchange Warrants	$0.0001	06/14/2024		X		815,217		(3)	(3)	Common Stock	815,217	$0	815,217	I	See Footnote(2)

1. Name and Address of Reporting Person^*

Nantahala Capital Management, LLC

(Last) (First) (Middle)

130 MAIN ST. 2ND FLOOR

(Street)

NEW CANAAN CT 06840

(City) (State) (Zip)

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 CT 06840

(City) (State) (Zip)

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 CT 06840

(City) (State) (Zip)

Explanation of Responses:

1. The Tranche B Warrants may be exercised for either shares of Common Stock or Exchange Warrants. 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.

2. Nantahala Capital Management, LLC ("NCM"), an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold the Aytu BioPharma, Inc ("Issuer") securities disclosed in this Form 4, 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 Issuer securities 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.

3. Subject to certain limits on beneficial ownership, the Exchange Warrants may be exercised to purchase Issuer Common Stock at an exercise price of $0.0001 per share. The Exchange Warrants do not expire until exercised in full.

	/s/ Taki Vasilakis, Chief Compliance Officer, Nantahala Capital Management, LLC	06/18/2024
	/s/ Wilmot B. Harkey	06/18/2024
	/s/ Daniel Mack	06/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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