Amendment No. 2 to Schedule 13G discloses that several related entities – Philotimo Fund LP, Philotimo Focused Growth & Income Fund (a series of World Funds Trust), Kanen Wealth Management LLC, and David L. Kanen – collectively own 166,268 shares of AYTU BioPharma, Inc. common stock. Based on the issuer’s 6,170,246 shares outstanding as of 1 May 2025, the group’s holding represents approximately 2.7 % of the company’s equity.
Individually, Philotimo Fund holds 111,400 shares (1.8 %), while the Philotimo Focused Growth & Income Fund holds 54,868 shares (0.9 %). Kanen Wealth Management, as general partner and investment manager, and Mr. Kanen, as managing member, are each deemed to beneficially own all 166,268 shares through shared voting and dispositive power. No party reports sole voting or dispositive authority; all authority is shared among the reporting persons.
The filing is made pursuant to Rule 13d-1(c), indicating a passive investment below the 5 % threshold that would require a Schedule 13D. Each reporting person expressly disclaims beneficial ownership of shares not directly held. The event triggering the filing occurred on 22 May 2025, and the ownership percentages rely on share-count data from AYTU’s 14 May 2025 Form 10-Q.
Because the combined stake is below 5 %, the amendment does not signal a change in control or confer significant influence; however, it formally records the aggregated position and clarifies governance relationships among the entities.
Positive
None.
Negative
None.
Insights
TL;DR: Minor 2.7 % passive stake; neutral control impact.
The Schedule 13G/A shows Kanen-affiliated entities owning 166,268 AYTU shares, a small position in absolute and percentage terms. Filers chose 13G, signalling no activist intent and a passive stance under 5 %. The amendment mainly updates share counts and confirms shared voting/dispositive powers through fund and advisory structures. For investors, the disclosure neither materially alters ownership concentration nor hints at strategic shifts. Liquidity or valuation effects are likely negligible, though Kanen’s presence adds a marginally higher-profile investor to AYTU’s register.
TL;DR: Filing formalises group status; governance risk unchanged.
The amendment clarifies that Philotimo funds, Kanen Wealth Management and David Kanen form a ‘group’ under Section 13(d)(3), collectively under 5 %. Shared voting authority exists, but the stake is too small to drive board actions or proposals. No special clauses, lock-ups or standstill agreements are cited. From a governance perspective, AYTU’s insider and institutional ownership profile is largely unaffected. Monitoring future filings is prudent in case the group’s holdings exceed 5 %, which would require a 13D and more detailed intent disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
AYTU BIOPHARMA, INC
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
054754858
(CUSIP Number)
05/22/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
054754858
1
Names of Reporting Persons
Philotimo Fund, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
111,400.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
111,400.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
111,400.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.8 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
054754858
1
Names of Reporting Persons
Philotimo Focused Growth & Income Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
54,868.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
54,868.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
54,868.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.9 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
CUSIP No.
054754858
1
Names of Reporting Persons
Kanen Wealth Management LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
166,268.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
166,268.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
166,268.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
054754858
1
Names of Reporting Persons
Kanen David
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
166,268.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
166,268.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
166,268.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.7 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AYTU BIOPHARMA, INC
(b)
Address of issuer's principal executive offices:
7900 East Union Avenue, Suite 920, Denver, CO 80237
Item 2.
(a)
Name of person filing:
This statement is filed by Philotimo Fund LP, a Delaware limited partnership ("Philotimo"), Philotimo Focused Growth & Income Fund, a series of World Funds Trust, a Delaware statutory trust ("PHLOX"), Kanen Wealth Management, LLC, a Florida limited liability company ("KWM"), and David L. Kanen. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
KWM is the general partner of Philotimo and the investment manager of PHLOX. Mr. Kanen serves as the managing member of KWM. By virtue of these relationships, KWM and Mr. Kanen may be deemed to beneficially own the shares of Common Stock, par value $0.0001 per share (the "Shares"), of Aytu BioPharma, Inc. (the "Issuer"), owned by each of Philotimo and PHLOX.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of Philotimo, PHLOX, KWM and Mr. Kanen is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, Florida 33073.
(c)
Citizenship:
Philotimo is organized under the laws of the State of Delaware. PHLOX is a series of World Funds Trust, a statutory trust organized under the laws of the State of Delaware. KWM is organized under the laws of the State of Florida. Mr. Kanen is a citizen of the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.0001 per share
(e)
CUSIP No.:
054754858
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As of the close of business on May 22, 2025:
(i) Philotimo beneficially owned 111,400 Shares;
(ii) PHLOX beneficially owned 54,868 Shares;
(iii) KWM beneficially owned 166,268 Shares, consisting of (a) the 111,400 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo and (b) the 54,868 Shares owned directly by PHLOX, which KWM may be deemed to beneficially own as the investment manager of PHLOX; and
(iv) Mr. Kanen beneficially owned 166,268 Shares, consisting of (a) the 111,400 Shares owned directly by Philotimo, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM and (b) the 54,868 Shares owned directly by PHLOX, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM.
Each Reporting Person is a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 166,268 Shares beneficially owned in the aggregate by all the Reporting Persons, constituting approximately 2.7% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
(b)
Percent of class:
The aggregate percentage of the Shares reported owned by each person named herein is based upon 6,170,246 Shares outstanding as of May 1, 2025, which is the total number of Shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025.
As of the close of business on May 22, 2025:
(i) Philotimo beneficially owned approximately 1.8% of the outstanding Shares;
(ii) PHLOX beneficially owned approximately 0.9% of the outstanding Shares;
(iii) KWM beneficially owned approximately 2.7% of the outstanding Shares; and
(iv) Mr. Kanen beneficially owned approximately 2.7% of the outstanding Shares.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
(ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
(iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
(iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on June 26, 2025.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Philotimo Fund, LP
Signature:
/s/ David L. Kanen
Name/Title:
David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its general partner
Date:
06/26/2025
Philotimo Focused Growth & Income Fund
Signature:
/s/ David L. Kanen
Name/Title:
David L. Kanen, Managing Member of Kanen Wealth Management, LLC, its investment manager
