United States securities and exchange commission logo
February 17, 2022
Joshua Disbrow
Chief Executive Officer
Aytu Biopharma, Inc.
373 Inverness Parkway, Suite 206
Englewood, Colorado 80112
Re: Aytu Biopharma,
Inc.
Form 10-K for the
Fiscal Year Ended June 30, 2021
Filed September 28,
2021
Form 10-Q for the
Quarterly Period Ended December 31, 2021
Filed February 14,
2022
File No. 001-38247
Dear Mr. Disbrow:
We have reviewed your February 14, 2022 response to our comment
letter and have the
following comments. In our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional comments.
Unless we note otherwise, our reference to prior comment is to the
comment in our February 3,
2022 letter.
Form 10-K for the Fiscal Year Ended June 30, 2021
Item 9A. Controls and Procedures, page 106
1. We have the following
comments related to your response to comment 1 in our letter
dated February 3, 2022.
Please amend your 10-K as follows:
Clearly disclose
that internal control over financial reporting (ICFR) and disclosure
controls and
procedures (DCP) are NOT effective at June 30, 2021, as required by
Item 308(a)(3) of
Regulation S-K.
Remove the
reference to excluding changes in internal control over financial
reporting related
to the Neos subsidiary. Since you included Neos in your assessment
of ICFR at June 30,
2021, changes in ICFR at Neos should not be excluded from your
Joshua Disbrow
Aytu Biopharma, Inc.
February 17, 2022
Page 2
assessment. See Question 3 and 7 of Management's Report on
Internal Control Over
Financial Reporting and Certification of Disclosure in Exchange
Act Periodic
Reports - Frequently Asked Questions, which is available on the
Commission's
website.
Include disclosure of any changes in ICFR that occurred
since/due to the acquisition
of Neos that has materially affected, or is reasonably likely to
materially affect,
your ICFR.
Clearly describe the actual material weakness in DCP rather
than just state that it
relates to your analysis of the accounting for goodwill and other
intangibles and
accounting for the impairment of long lived assets. For example,
describe the actual
controls that failed such as whether it related to impairment
testing, valuation matters,
etc. This way, when you describe how the material weaknesses were
remediated in
subsequent filings, investors can better understand how the
changes in
ICFR remediated the material weaknesses.
Form 10-Q for the Quarter Period Ended December 31, 2021
Item 4. Controls and Procedures, page 47
2. We reference the disclosure that you have taken a "number of steps,
including
incorporating the third-party provider review and expertise" to
remediate the material
weakness in disclosure controls and procedures. In future filings,
please provide a more
detailed discussion of the specific changes that were made to your
processes and how
those changes resulted in the correction of the material weakness
identified.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Kristin Lochhead at (202) 551-3664 or Brian Cascio,
Accounting
Branch Chief, at (202) 551-3676 with any questions.
FirstName LastNameJoshua Disbrow Sincerely,
Comapany NameAytu Biopharma, Inc.
Division of
Corporation Finance
February 17, 2022 Page 2 Office of Life
Sciences
FirstName LastName