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FORM 8-K

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

 

 

(Exact name of registrant as specified in its charter)

 

 

(Address of principal executive offices, including Zip Code)

 

Registrant’s telephone number, including area code: (720) 437-6580

 

(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:

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

As described under Item 5.07 of this Current Report on Form 8-K (“this report”), on May 21, 2025, at the 2025 annual meeting of stockholders (“2025 Annual Meeting”) of Aytu BioPharma, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Aytu BioPharma, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”). The Plan Amendment increased the number of shares reserved for issuance under the 2023 Equity Incentive Plan by 300,000 shares to bring the total number of shares reserved for issuance under the 2023 Equity Incentive Plan to 500,000 shares, not including unissued shares from available awards under prior plans or any returned shares. The Plan Amendment became effective immediately upon approval by the Company’s stockholders.

 

A summary of the Plan Amendment is included in Proposal No. 2 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 28, 2025 (the “Proxy Statement”), which summary is incorporated in its entirety herein by reference. The summary of the Plan Amendment contained herein does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Plan Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

 

 

On May 21, 2025, the Company held its 2025 Annual Meeting. At the close of business on March 24, 2025, the record date for the 2025 Annual Meeting, there were 6,169,953 shares of the Company’s common stock issued and outstanding with each share being entitled to one vote and to be voted together as one class at the 2025 Annual Meeting. At the 2025 Annual Meeting, there were present in person or by proxy 4,329,439 shares of the Company’s common stock, representing stockholders entitled to vote of approximately 70% of the total issued and outstanding on the record date and constituting a quorum.

 

Set forth below are the voting results for the four proposals considered and voted upon at the 2025 Annual Meeting, all of which were described in the Proxy Statement:

 

 

The Company’s stockholders elected all of the incumbent directors that stood for reelection. Each director was elected by a majority vote. The directors elected and the final vote tabulation for each director is as follows:

 

 

 

The Company’s stockholders approved the Plan Amendment proposal to increase the number of shares reserved for issuance under the 2023 Equity Incentive Plan by 300,000 shares to bring the total number of shares reserved for issuance under the 2023 Equity Incentive Plan to 500,000 shares, not including unissued shares from available awards under prior plans or any returned shares. The final vote tabulation for this proposal is as follows:

 

 

 

 

 

The Company’s stockholders approved the proposal to ratify the appointment by the Company’s Audit committee of Grant Thornton LLP, as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2025. The final vote tabulation for this proposal is as follows:

 

 

 

The Company’s stockholders approved, by a non-binding advisory vote, the proposal regarding executive compensation. The final vote tabulation for that proposal was as follows:

 

 

 

 

 

 

 

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.