Current Report Filing (8-k)
06 January 2023 - 08:06AM
Edgar (US Regulatory)
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2023-01-04 2023-01-04 iso4217:USD xbrli:shares iso4217:USD
xbrli:shares
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, 2023
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 3.03 - Material Modification to Rights of Security
Holders
On January 4, 2023, the Board of Directors of Aytu
BioPharma, Inc. (“the Company” or “Aytu”) approved a 1-for-20
reverse stock split of the Company's common stock, which will be
effective at 12:01 a.m. Eastern Time on Friday,
January 6, 2023 pursuant to a Certificate of Amendment (the
“Certificate of Amendment”) to the Company’s Certificate of
Incorporation. The Company's stockholders approved the reverse
stock split at an Annual Meeting of Stockholders on October 5,
2022. The Company's shares will begin trading on a split-adjusted
basis on the Nasdaq Capital Market commencing upon market open on
January 6, 2023. A copy of the Certificate of Amendment is
attached hereto as Exhibit 3.1 and is incorporated herein by
reference. This discussion is qualified in its entirety by
reference to the full text of the Certificate of Amendment.
As a result of the reverse split, every 20 shares of the Company's
issued and outstanding common stock will be automatically combined
and converted into one issued and outstanding share of common
stock, par value $0.0001 per share. The Company will not issue any
fractional shares in connection with the reverse stock split.
Instead, the number of shares will be rounded down to the next
whole number, and Aytu will pay cash to each stockholder in lieu of
any fractional interest in a share to which each stockholder would
otherwise be entitled as a result of the reverse stock split. The
reverse stock split will not modify the rights or preferences of
the common stock.
Immediately after the reverse stock split becomes effective, there
will be approximately 3.4 million shares of common stock issued and
outstanding. The common shares will trade under a new CUSIP number,
054754858, effective January 6, 2023, and will continue to
trade under the symbol “AYTU.” All stock options and warrants of
the Company outstanding immediately prior to the reverse stock
split will be proportionally adjusted.
The Company has appointed its transfer agent, Issuer Direct,
to act as exchange agent for the reverse stock split. Stockholders
owning shares via a bank, broker or other nominee will have their
positions automatically adjusted to reflect the reverse stock split
and will not be required to take further action in connection with
the reverse stock split, subject to brokers' particular
processes.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year
The information set forth in Item 3.03 of this Current Report on
Form 8-K is incorporated herein by reference.
Item 8.01 Other Events
On January 5, 2023, the Company issued a press release
announcing the filing of the Certificate of Amendment. A copy of
the press release is attached as Exhibit 99.1 to this Current
Report on Form 8-K and is hereby incorporated by reference
herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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 5, 2023 |
By: |
/s/
Joshua R. Disbrow |
|
|
Joshua R. Disbrow |
|
|
Chief
Executive Officer |
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