UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 26, 2024

Date of Report (Date of earliest event reported):

AYTU BIOPHARMA, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38247	47-0883144
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

7900 E. Union Avenue, Suite 920

Denver, CO 80237

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (720) 437-6580

Not applicable 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.0001 per share	AYTU	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07   Submission of Matters to a Vote of Security Holders.

On June 26, 2024, Aytu BioPharma, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). At the close of business on April 29, 2024, the record date for the 2024 Annual Meeting, there were 5,568,075 shares of the Company’s common stock issued and outstanding with each share being entitled to one vote and to be voted together as one class at the 2024 Annual Meeting. At the 2024 Annual Meeting, there were present in person or by proxy 4,037,162 shares of the Company’s common stock, representing stockholders entitled to vote of approximately 73% of the total issued and outstanding on the record date and constituting a quorum.

Set forth below are the voting results for the three proposals considered and voted upon at the 2024 Annual Meeting, all of which were described in the Proxy Statement filed with the United States Securities and Exchange Commission on May 10, 2024:

Proposal No. 1 - Election of Directors

The Company’s stockholders elected all of the incumbent directors that stood for reelection. Each director was elected by a majority vote. The directors elected and the final vote tabulation for each director is as follows:

Director	Votes Cast For	Votes Withheld	Broker Non-Votes
Joshua R. Disbrow	2,111,846	596,291	1,329,025
John A. Donofrio, Jr.	2,068,029	640,108	1,329,025
Carl C. Dockery	2,055,295	652,842	1,329,025
Abhinav “Abi” Jain	2,074,470	633,667	1,329,025
Vivian H. Liu	2,067,904	640,233	1,329,025

Proposal No. 2 - Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders approved the proposal to ratify the appointment by the Company’s Audit committee of Grant Thornton LLP, as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2024. The final vote tabulation for this proposal is as follows:

Votes Cast For	Votes Cast Against	Votes Cast Abstain	Broker Non-Votes
3,290,868	683,165	63,129	─

Proposal No. 3 - Advisory Vote on Executive Compensation

The Company’s stockholders approved, by a non-binding advisory vote, the proposal regarding executive compensation. The final vote tabulation for that proposal was as follows:

Votes Cast For	Votes Cast Against	Votes Cast Abstain	Broker Non-Votes
1,978,765	659,394	69,978	1,329,025

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AYTU BIOPHARMA, INC.
Date: June 26, 2024	By:	/s/ Mark K. Oki
		Mark K. Oki
		Chief Financial Officer