Form 8-K - Current report

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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

 

August 6, 2024

Date of Report (Date of earliest event reported):

 

 

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.)

 

7900 East Union Avenue, Suite 920

Denver, CO 80237

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not applicable 

(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 Capital Market

 

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. ☐

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Item 7.01   Regulation FD Disclosure.

 

On August 6, 2024, Aytu issued a press release titled “Aytu BioPharma Announces Sale of Consumer Health Business Following Wind Down of Consumer Health Operations.” A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01   Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Exhibit Description
99.1		Press Release dated August 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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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: August 6, 2024	By:	/s/ Mark K. Oki
		Mark K. Oki
		Chief Financial Officer

 

 

Exhibit 99.1

 

 

Aytu BioPharma Announces Sale of Consumer Health Business Following Wind Down of Consumer Health Operations

 

Consumer Health Wind Down and Sale Maximizes Shareholder Value as Company Focuses on Rx Segment

 

Eliminates Materially All Remaining Expenses Associated with the Consumer Health Business

 

Provides for Receipt of Future Sales-Based Royalty Payments

 

DENVER, CO / August 6, 2024 / Aytu BioPharma, Inc. (the “Company” or “Aytu”) (Nasdaq: AYTU), a pharmaceutical company focused on commercializing novel therapeutics, today announced that following the wind down of operations, it has entered into a definitive agreement to divest its Consumer Health (a/k/a Innovus Pharmaceuticals) business to a private, e-commerce focused company. The divested business encompasses the established e-commerce platform, certain inventory and associated consumer brands, intellectual property, contracts and liabilities, and provides for Aytu to receive revenue-based royalty payments on future sales of former Consumer Health business products.

 

Aytu finalized the acquisition of Innovus Pharmaceuticals, Inc. in February 2020, and has been operating the Consumer Health business unit as its wholly-owned subsidiary with a small group of dedicated employees. Given the Company’s focus on its prescription pharmaceutical business, Aytu undertook a strategic review process and determined that the Consumer Health business was no longer aligned with its strategy and objective to achieve consistent profitability and generate positive cash flows.

 

Josh Disbrow, Chief Executive Officer of Aytu, stated, “We sincerely appreciate the contributions from the Consumer Health team and thank each of them for their professionalism and focus in winding down the Consumer Health business operations over this past year. With the divestiture of the Consumer Health business unit complete, Aytu is now in a stronger position to focus its resources on the prescription business to maximize the growth and potential of our Rx brands.”

 

Aytu had previously communicated its intent to wind down the Consumer Health business to concentrate on growing its portfolio of prescription medicines. The Company operated the Consumer Health business at near adjusted EBITDA breakeven during the wind down period as it sold through existing inventory and managed down numerous contractual obligations. The savings realized from the strategic shift away from the Consumer Health business, coupled with incremental margin improvements expected from the closure of the Grand Prairie, Texas manufacturing site, is expected to significantly enhance the Company’s operating results and drive stockholder value.

 

About Aytu BioPharma, Inc.

 

Aytu is a pharmaceutical company focused on commercializing novel therapeutics. The Company’s prescription products include Adzenys XR-ODT® (amphetamine) extended-release orally disintegrating tablets (see Full Prescribing Information, including Boxed WARNING) and Cotempla XR-ODT® (methylphenidate) extended-release orally disintegrating tablets (see Full Prescribing Information, including Boxed WARNING) for the treatment of attention deficit hyperactivity disorder (ADHD), Karbinal® ER (carbinoxamine maleate), an extended-release antihistamine suspension indicated to treat numerous allergic conditions, and Poly-Vi-Flor® and Tri-Vi-Flor®, two complementary fluoride-based prescription vitamin product lines available in various formulations for infants and children with fluoride deficiency. To learn more, please visit aytubio.com.

 

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Forward-Looking Statements

 

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). All statements other than statements of historical facts contained in this press release, are forward-looking statements. Forward-looking statements are generally written in the future tense and/or are preceded by words such as “may,” “will,” “should,” “forecast,” “could,” “expect,” “suggest,” “believe,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “potential,” or similar words, or the negatives of such terms or other variations on such terms or comparable terminology. All statements other than statements of historical facts contained in this presentation, are forward-looking statements. These statements are predictions and are subject to risks and uncertainties that could cause the actual events or results to differ materially. These risks and uncertainties include, among others, risks associated with: risks relating to gaining market acceptance of the Consumer Health business products, our partners performing their required activities, regulatory and compliance challenges and future events under current and potential future collaborations, and our partner’s ability to generate cash flows, successfully commercialize its products directly and through the Consumer Health business’s current and future partnerships and generate operating cash flows. We also refer you to the risks described in “Risk Factors” in Part I, Item 1A of our most recent Annual Report on Form 10‑K and in other reports and documents that the Company files with the United States Securities and Exchange Commission.

 

Contacts for Investors

 

Mark Oki, Chief Financial Officer

Aytu BioPharma, Inc.

[e-mail]

 

Robert Blum or Roger Weiss

Lytham Partners

[e-mail]

 

 

Document And Entity Information	Aug. 06, 2024
Document Information [Line Items]
Entity, Registrant Name	AYTU BIOPHARMA, INC.
Document, Type	8-K
Document, Period End Date	Aug. 06, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-38247
Entity, Tax Identification Number	47-0883144
Entity, Address, Address Line One	7900 East Union Avenue
Entity, Address, Address Line Two	Suite 920
Entity, Address, City or Town	Denver
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80237
City Area Code	720
Local Phone Number	437-6580
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AYTU
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001385818

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