AYTU AYTU BioPharma Inc

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 24, 2022, Aytu BioPharma, Inc. (the “Company”) received a letter from the Nasdaq Stock Market, LLC (“Nasdaq”) indicating that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share required for continued inclusion on the Nasdaq Capital Market under the Nasdaq Listing Rules (the “Notice”). The Notice has no effect at this time on the listing of the Company’s common stock, which will continue to trade on the Nasdaq Capital Market under the symbol “AYTU”.

Under Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar day period following the date of the Notice the closing bid price of the Company’s common stock is at or above $1.00 for a minimum of 10 consecutive business days, the Company will regain compliance with the minimum bid price requirement and its common stock will continue to be eligible for listing on the Nasdaq Capital Market, absent noncompliance with any other requirement for continued listing.

If, by November 21, 2022, the Company cannot demonstrate compliance with Nasdaq Listing Rules, it may be eligible for additional time. To qualify for additional time, the Company would be required to meet the continued listing requirements for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and would need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary. If the Company is not eligible for the second compliance period, then Nasdaq will provide notice that the Company's securities will be subject to delisting. At such time, the Company may appeal the delisting determination to a Nasdaq Hearings Panel (“Panel”). The Company would remain listed pending the Panel's decision. There can be no assurance that, if the Company does appeal a subsequent delisting determination by the Panel, that such appeal would be successful.

The Company intends to monitor the closing bid price of the Company's common stock and consider its available options if the closing bid price of the Company's common stock remains below $1.00 per share. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement for the additional 180-day compliance period with respect to the minimum bid price requirement, or maintain compliance with the other listing requirements.

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