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
Exhibit Description
Number
3.1 Certificate of Amendment to the Certificate of Incorporation of Aytu
BioPharma, Inc.
99.1 Press Release dated January 5, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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