Aytu BioPharma amends warrants to enable equity classification; expects liability reduction

AYTU BIOPHARMA, INC

Amended warrants from 2023 and 2025 offerings to clarify stockholder vote cannot change beneficial ownership blockers.
Prior classification as liabilities required recording a liability of $18.1M (Sep 2025) and $25.2M (Dec 2025).
Expects warrant liability reduction and equity increase by the same amount after amendment.
Issued unregistered in reliance on Section 3(a)(9) exchange and Section 4(a)(2) private placement.

item 1.01 item 2.02 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

AYTU BIOPHARMA, INC issued warrant to institutional investors for exchange of existing warrants for amended warrants.

Security: warrant
Purchaser: institutional investors
Consideration: exchange of existing warrants for amended warrants

Exact text from the filing

On March 31, 2026, the Company and the Investors, as applicable, entered into (i) an Amended and Restated June 2023 Prefunded Warrant (“Amended 2023 Prefunded Warrant”), (ii) an Amended and Restated June 2023 Tranche A Warrant (“Amended 2023 Tranche A Warrant”) and (iii) an Amended and Restated June 2025 Prefunded Warrant (“Amended 2025 Prefunded Warrant”), pursuant to which the Company canceled the previously issued Warrants and issued to the Investors, as applicable, an Amended 2023 Prefunded Warrant, an Amended 2023 Tranche A Warrant and an Amended 2025 Prefunded Warrant, with revised Blockers.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AYTU BIOPHARMA, INC amended Amended 2023 Prefunded Warrant with certain institutional investors (effective 2026-03-31).

Action: amendment
Counterparty: certain institutional investors
Effective: 2026-03-31

Exact text from the filing

the Company and the Investors, as applicable, entered into (i) an Amended and Restated June 2023 Prefunded Warrant ("Amended 2023 Prefunded Warrant"), (ii) an Amended and Restated June 2023 Tranche A Warrant ("Amended 2023 Tranche A Warrant") and (iii) an Amended and Restated June 2025 Prefunded Warrant ("Amended 2025 Prefunded Warrant"), pursuant to which the Company canceled the previously issued Warrants and issued to the Investors, as applicable, an Amended 2023 Prefunded Warrant, an Amended 2023 Tranche A Warrant and an Amended 2025 Prefunded Warrant, with revised Blockers

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AYTU BIOPHARMA, INC filing history →

Source: SEC EDGAR

accession 0001437749-26-011116

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