8-K

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

Date of Report (Date of earliest event reported): January 4, 2022

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.)

373 Inverness Parkway, Suite 206

Englewood, CO 80112

(Address of principal executive offices, including Zip Code)

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

N/A

(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 3.02 Unregistered Sales of Equity Securities.

Effective January 17, 2022, Aytu BioPharma, Inc. (“Aytu” or the “Company”) agreed to issue an inducement award of 100,000 shares of the Company’s common stock to Mark Oki in connection with his appointment as the Company’s Chief Financial Officer. The Compensation Committee of the Company’s Board of Directors granted the inducement award to Mr. Oki outside of, but subject to terms generally consistent with, the Company’s 2015 Stock Option and Incentive Plan, as amended, as a material inducement to Mr. Oki’s acceptance of employment with the Company in accordance with NASDAQ Listing Rule 5635(c)(4).

The inducement award is exempt from the registration requirements of the Securities Act of 1933, as amended, or the Securities Act, by virtue of Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. The Company intends to file a registration statement on Form S-8 with the Securities and Exchange Commission to register the shares underlying the inducement award.

The disclosure in Item 5.02 of this Current Report on Form 8-K regarding the issuance of the inducement award to Mr. Oki is incorporated by reference into this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Appointment of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 4, 2022, Aytu issued a press release announcing the appointment of Mr. Oki as Chief Financial Officer of the Company effective January 17, 2022. Aytu and Mr. Oki entered into an employment agreement (the “CFO Employment Agreement”), pursuant to which Mr. Oki will receive:

● An annual base salary of $415,000, plus a target bonus of 40% of the base salary if certain performance milestones are met;

● A signing bonus of $50,000;

● A restricted stock grant of 100,000 shares of Aytu’s common stock, subject to certain vesting provisions set forth in Mr. Oki’s Restricted Stock Award Agreement;

● Upon a termination without cause by the Company or for good reason, as those terms are defined in the CFO Employment Agreement, by Mr. Oki, a severance payment equal to his base salary plus any earned incentive compensation, as well as a continuation of Aytu’s portion of COBRA payments for a period of 12 months and vesting of any issued restricted stock; and

● Upon a change in control, as defined in the CFO Employment Agreement, a payment equal to one times the base salary and the target annual incentive bonus compensation for the then-current year, plus 12 months of COBRA payments and accelerated vesting of all stock options or stock based awards.

The foregoing is a summary only and does not purport to be a complete description of all of the terms of the CFO Employment Agreement or Restricted Stock Award Agreement, and is subject to and qualified in its entirety by reference to the full text of the CFO Employment Agreement and the Restricted Stock Award Agreement, which Aytu intends to file with its upcoming Quarterly Report on Form 10-Q.

The Company issued a press release on January 4, 2022 announcing the appointment of Mr. Oki, attached as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit	Description
99.1*	Press release dated January 4, 2022
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

* In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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: January 4, 2022	By:	/s/ Joshua R. Disbrow
		Joshua R. Disbrow
		Chief Executive Officer

EX-99.1

Exhibit 99.1

Aytu BioPharma Appoints Mark Oki as Chief Financial Officer

ENGLEWOOD, CO / January 4, 2022 / Aytu BioPharma, Inc. (Nasdaq: AYTU), a pharmaceutical company focused on commercializing novel therapeutics and consumer healthcare products, today announced that Mark Oki will join Aytu as the company’s chief financial officer effective January 17, 2022. Mr. Oki will serve as a member of Aytu’s executive committee and will report to Josh Disbrow, chief executive officer. Mr. Oki will provide leadership and oversight of the company’s financial operations and planning, accounting, information technology and select other functions.

“On behalf of the entire company, I am delighted to welcome Mark to Aytu and look forward to partnering with him as we build the company and advance our growth strategy,” said Josh Disbrow, chief executive officer of Aytu BioPharma. “We look forward to drawing from Mark’s deep financial experience and a well-aligned professional background across both commercial and development-stage companies. Mark will augment the skills of our executive team, and I’m looking forward to working together to continue our growth trajectory and pursuing the promise of our commercial portfolio as well as our development pipeline, including advancing AR101 for the treatment of vascular Ehlers-Danlos Syndrome.”

“I was drawn to Aytu following the company’s significant transformation over the last two years and the promise of both the current commercial portfolio and the exciting prospects of AR101 as a potential treatment for VEDS,” said Mark Oki. “With Aytu’s transactional history and clear vision for future growth, I look forward to leveraging my financial expertise to progress the company’s plans to grow revenue across the portfolio, improve operational efficiencies, and advance the pipeline, while playing an integral role in helping Aytu achieve its full potential as a leading pharmaceutical company.”

Mr. Oki has spent over twenty years in financial leadership positions in the biotechnology and pharmaceutical industries across numerous development- and commercial-stage companies. Most recently, he served as chief financial officer of Vivus LLC, (formerly Vivus, Inc.), a commercial-stage pharmaceutical company with a portfolio of therapeutics and a late-stage rare disease development asset. Until December 2020, Vivus was a Nasdaq-listed specialty pharmaceutical company that received approval for and launched multiple specialty products, out-licensed a key therapeutic following its FDA approval, and built a pipeline by acquiring a late-stage rare disease asset. At Vivus he was responsible for leading all finance, accounting, risk management, capital allocation and investment management, investor relations, human resources and information technology activities. Prior to Vivus, Mr. Oki held several positions at Alexza Pharmaceuticals, Inc., a publicly listed specialty pharmaceutical company, including as senior vice president, finance and chief financial officer. Before Alexza, Mr. Oki held roles of increasing responsibility at life science companies, Pharmacyclics, Inc. and Incyte Genomics, Inc. (now Incyte Corporation). Over the course of his career Mr. Oki has led or assisted in raising in excess of $600 million in capital across a range of licensing, debt and equity transactions. Mr. Oki

began his career in public accounting at Deloitte & Touche, LLP (now Deloitte). He received his degree in Business Administration - Accounting and graduated with honors from San Jose State University. Mr. Oki is a Certified Professional Accountant (inactive).

Inducement Grant

Upon Mr. Oki’s official start date on January 17, 2022, the company will grant him 100,000 shares of Aytu’s common stock pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4), as an inducement that is material to his entering into employment with Aytu BioPharma. The shares will vest over three years, subject to his continued service with Aytu.

About Aytu BioPharma, Inc.

Aytu BioPharma is a specialty pharmaceutical company with a growing commercial portfolio of prescription therapeutics and consumer health products. The company's primary prescription products treat attention deficit hyperactivity disorder (ADHD) and other common pediatric conditions. Aytu markets ADHD products Adzenys XR-ODT® (amphetamine) extended-release orally disintegrating tablets (see Full Prescribing Information, including Boxed WARNING) and Cotempla XR-ODT® (methylphenidate) extended-release orally disintegrating tablets (see Full Prescribing Information, including Boxed WARNING). The company also markets ZolpiMist®, a short-term treatment for insomnia characterized by difficulties with sleep initiation (see Full Prescribing Information, including Boxed WARNING). The company's other pediatric products include Karbinal® ER (carbinoxamine maleate), an extended-release carbinoxamine (antihistamine) suspension indicated to treat numerous allergic conditions, and Poly-Vi-Flor® and Tri-Vi-Flor®, two complementary fluoride-based prescription vitamin product lines containing combinations of fluoride and vitamins in various formulations for infants and children with fluoride deficiency. The company's evolution has been driven by strategic in-licensing, acquisition-based transactions and organic product growth. Aytu is building a complimentary therapeutic development pipeline including a prospective treatment (AR101/enzastaurin) for vascular Ehlers-Danlos Syndrome (VEDS), a rare genetic disease resulting in high morbidity and a significantly shortened lifespan. AR101/enzastaurin has received Orphan Drug designation from the FDA. There are no currently approved treatments for VEDS. To learn more, please visit aytubio.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. All statements other than statements of historical facts contained in this press release, are forward-looking statements. Forward-looking statements are generally written in the future tense and/or are preceded by words such as ''may,'' ''will,'' ''should,'' ''forecast,'' ''could,'' ''expect,'' ''suggest,'' ''believe,'' ''estimate,'' ''continue,'' ''anticipate,'' ''intend,'' ''plan,'' or similar words, or the negatives of such terms or other variations on such terms or comparable terminology. All statements other than statements of historical facts contained in this presentation, are forward-looking statements, including but not limited to any statements regarding the financial results and statements presented in this press release and during the business update call following its release. These statements are just predictions and are subject to risks and uncertainties that could cause the actual events or results to differ materially. These risks and

uncertainties include, among others: the ability to attract and retain key management team members, the future growth potential of our commercial portfolio, the anticipated start dates, durations and completion dates and the potential future results of ongoing and future AR101 clinical trials, the effectiveness of AR101 in treating VEDS and the anticipated future regulatory submissions and events related to AR101. We also refer you to (i) the risks described in ''Risk Factors'' in Part I, Item 1A of Aytu's Annual Report on Form 10-K and in the other reports and documents it files with the Securities and Exchange Commission and (ii) the Risk Factors set forth in Aytu's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q filed with the SEC.

Contact for Investors:

Sarah McCabe
Stern Investor Relations, Inc.
sarah.mccabe@sternir.com

XML

Document and Entity Information	Jan. 04, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jan. 04, 2022
Entity File Number	001-38247
Entity Registrant Name	AYTU BIOPHARMA, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	47-0883144
Entity Address, Address Line One	373 Inverness Parkway
Entity Address, Adress Line Two	Suite 206
Entity Address, City or Town	Englewood
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80112
City Area Code	720
Local Phone Number	437-6580
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AYTU
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001385818
Amendment Flag	false