Aytu BioPharma Inc美股招股说明书(2025-06-09版)

AYTU BIOPHARMA, INC. 1,366,668 shares of Common Stockand8,233,332 Prefunded Warrants to Purchase 8,233,332 Shares of Common Stockand up to 8,233,332 Shares of Common Stock Underlying the Prefunded Warrants We are offering, on a firm commitment basis, 1,366,668 shares of common stock, par value $0.0001 per share (“Common Stock”)at a public offering price of $1.50 per share. We are also offering to each purchaser of shares of Common Stock that would otherwise result in the purchaser’s beneficialownership exceeding 4.99% of our outstanding shares of Common Stock immediately following the consummation of this offeringthe opportunity to purchase prefunded warrants (the “Prefunded Warrants”) in lieu of Common Stock. A holder of PrefundedWarrants will not have the right to exercise any portion of its Prefunded Warrants if the holder, together with its affiliates, wouldbeneficially own in excess of 4.99% (or, at the election of the holder, such limit may be increased to up to 19.99%) (suchpercentage, the “Beneficial Ownership Cap”) of the number of shares of Common Stock outstanding immediately after givingeffect to such exercise. Each Prefunded Warrant will be exercisable for one share of Common Stock. The public offering price ofeach Prefunded Warrant will be equal to the public offering price per share of Common Stock, minus $0.0001, and the remainingexercise price of each Prefunded Warrant will equal $0.0001 per share. The Prefunded Warrants will be immediately exercisable(subject to the Beneficial Ownership Cap) and may be exercised at any time until all of the Prefunded Warrants are exercised infull. For each Prefunded Warrant we sell in this offering, the number of shares of Common Stock we are offering will be decreasedon a one-for-one basis. See “Description of Securities Included in this Offering” in this prospectus for more information. We arealso registering the shares of Common Stock issuable from time to time upon the exercise of the Prefunded Warrants offeredhereby (the “Warrant Shares”). There is no established public trading market for the Prefunded Warrants, and we do not expect a market for the PrefundedWarrants to develop. We do not intend to list the Prefunded Warrants on the Nasdaq Capital Market LLC (the “Nasdaq”) , anyother national securities exchange or any other trading system. Certain of our existing stockholders, officers, and directors plan to participate in this offering on the same terms as other investors. Table of Contents We have granted the underwriters an option to purchase up to an additional 1,440,000shares of Common Stock from us (equal to15% of the securities issued in this offering) at the public offering price, less underwriting discounts and commissions. Theunderwriters may exercise this option at any time and from time to time during the 30-day period from the date of this prospectus. Our shares of Common Stock are listed on the Nasdaq under the symbol “AYTU.” On June 5, 2025, the closing price of ourCommon Stock was $1.49 per share. (1)In connection with this offering, we have agreed to pay to the underwriters a cash fee equal to seven percent (7.0%) of thegross proceeds received by us in the offering. See “Underwriting”for additional information regarding total compensation tothe underwriters. Investing in our securities involves a high degree of risk. See the section entitled“Risk Factors”beginning on page 8 of theprospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, beforeyou invest. Neither the United States Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to thecontrary is a criminal offense. Sole book-runnerLake StreetLead ManagerMaxim Group LLC EXPLANATORY NOTE On July 31, 2024, we successfully completed the previously announced wind down and divestiture of our Consumer Healthbusiness. We determined that the accounting requirements for reporting the Consumer Health business as a discontinued operationwere met when the wind down and divestiture was completed on July 31, 2024, and that we now operate as one single operatingand reportable segment. Due to such determination we have included in this registration statement recast consolidated financialstatements and the notes thereto for the years ended June 30, 2024, and 2023, included elsewhere in this registration statement andan updated Management’s Discussion and Analysis of Financial Condition and Result of Operations for the years ended June 30,2024, and 2023, to reflect the Consumer Health business as a discontinued operation and the Company as one single operating andreportable segment. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS1TRADEMARKS1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY2PROSPECTUS SUMMARY4RISK FACTORS9USE OF PROCEEDS11C