Armistice Capital, Llc - Mar 20, 2021 Form 4 Insider Report for AYTU BIOPHARMA, INC (AYTU)

Role: Director
Signature: Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member
Stock symbol: AYTU
Transactions as of: Mar 20, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/10/2021, 09:25 PM
Next filing: May 18, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AYTU	Common Stock	Other	$0	+6.96K	+0.52%	$0.00	1.34M	Mar 20, 2021	Direct	F1, F2
transaction	AYTU	Common Stock	Other	$0	0	0%	$0.00^*	1.34M	Mar 20, 2021	See Footnote 1	F2
transaction	AYTU	Common Stock	Other	$0	+2.09K	+0.16%	$0.00	1.34M	Mar 29, 2021	Direct	F1, F2
transaction	AYTU	Common Stock	Other	$0	0	0%	$0.00^*	1.34M	Mar 29, 2021	See Footnote 1	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The reported shares of common stock (the "Shares") of Aytu BioPharma, Inc. (the "Issuer") are directly held by Armistice s (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.
F2	The reported Shares were acquired by the Master Fund from the Issuer as a result of 300,000 non-transferable contingent value rights (collectively, the "CVRs") granted to the Master Fund as a former shareholder of Innovus Pharmaceuticals, Inc ("Innovus") upon consummation of the merger between the Issuer and Innovus on February 14, 2020. The number of Shares received by the Master Fund pursuant to the CVRs was determined by the Issuer through the application of a formula based on the Issuer's achievement of certain revenue and profitability milestones.

Content

The reported shares of common stock (the "Shares") of Aytu BioPharma, Inc. (the "Issuer") are directly held by Armistice s (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose.

The reported Shares were acquired by the Master Fund from the Issuer as a result of 300,000 non-transferable contingent value rights (collectively, the "CVRs") granted to the Master Fund as a former shareholder of Innovus Pharmaceuticals, Inc ("Innovus") upon consummation of the merger between the Issuer and Innovus on February 14, 2020. The number of Shares received by the Master Fund pursuant to the CVRs was determined by the Issuer through the application of a formula based on the Issuer's achievement of certain revenue and profitability milestones.

Remarks:

Each of the Master Fund and Armistice Capital may be deemed a director by deputization of the Issuer by virtue of the fact that Steven Boyd, a representative of the Master Fund and Armistice Capital, currently serves on the Issuer's board of directors.