Nantahala Capital Management, LLC - 13 Jun 2023 Form 3 Insider Report for AYTU BIOPHARMA, INC (AYTU)

Role: 10%+ Owner
Signature: /s/ Taki Vasilakis, Chief Compliance Officer
Issuer symbol: AYTU
Transactions as of: 13 Jun 2023
Net transactions value: $0
Form type: 3
Filing time: 22 Jun 2023, 16:05:39 UTC
Previous filing: 15 Jul 2022
Next filing: 22 Jan 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	AYTU	Common Stock						1,086,812	13 Jun 2023	See Footnote	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	AYTU	Tranche A Warrant							13 Jun 2023	Common Stock	815,217		See Footnote	F1, F2
holding	AYTU	Tranche B Warrant							13 Jun 2023	Common Stock	815,217		See Footnote	F1, F3

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.
F3	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.