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): March 20, 2021

AYTU BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)

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:

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

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 8.01 – Other Events

On March 20, 2021, Aytu BioPharma, Inc. (the “Company”) issued 102,759 shares of the Company’s common stock valued at $1.0 million to the holders of the Contingent Value Rights (“CVR”) relating to the February 14, 2020 merger with Innovus Pharmaceuticals, Inc. (“Innovus”), as a result of the Consumer Business Unit achieving one of two components of Milestone #2.

The first component of Milestone #2 was successfully achieved as Innovus recorded in excess of $30 million of net revenue for the twelve-month period ended December 31, 2020, resulting in a $1.0 million payment due to CVR Holders. The second component, requiring the Consumer Business Unit to achieve profitability from operations for calendar 2020 was not achieved.

Unless defined herein, capitalized terms have the same meaning as in the Merger Agreement.

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.

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