Stonepine Capital and related reporting persons jointly report a 9.9% beneficial interest in AYTU BioPharma. The Schedule 13G discloses an aggregate position of 906,063 shares with shared voting and dispositive power and no sole voting or dispositive power. The reported position is calculated using 8,976,314 shares outstanding as of June 9, 2025.
The filing specifies the composition of the position as 812,676 shares of common stock plus prefunded and tranche warrants (prefunded warrants to acquire 2,446,883 shares; Tranche A and Tranche B warrants to acquire 815,217 shares each), and notes those warrants are subject to a 9.99% beneficial ownership limitation.
Positive
Reported a substantial passive economic interest of 906,063 shares representing 9.9% of the class
Position includes both common stock and warrants, giving potential economic upside if warrants convert
Negative
No sole voting or dispositive power—all voting and disposition rights are reported as shared (0 sole power)
Warrants are subject to a 9.99% beneficial ownership limitation, which constrains conversion and increases limits on immediate ownership expansion
Insights
TL;DR: Stonepine reports a near-10% economic stake (9.9%) in AYTU through common shares and multiple warrant series.
The Schedule 13G disclosure identifies an aggregate position of 906,063 shares with shared voting and dispositive power, and zero sole power. Material for investors is the combination of direct shares and sizeable warrant holdings; however, the filing highlights a 9.99% ownership cap on the warrants that constrains potential immediate dilution or conversion beyond the reported percentage. This is a significant passive stake disclosure but does not indicate control or an active change in governance given the lack of sole voting power.
TL;DR: The filing signals a substantial passive position but no unilateral control—shared voting power only.
Stonepine, its partnership and affiliates, together with Jon M. Plexico, jointly report identical holdings and disclaim group membership. The absence of sole voting or dispositive power (both reported as 0) means Stonepine has influence only as a shared holder. The stated 9.99% warrant limitation is governance-relevant because it prevents automatic exceedance of the reported stake via warrant conversion, limiting any rapid shift in control dynamics. From a governance perspective, this is a material ownership disclosure without immediate control implications.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
AYTU BIOPHARMA, INC
(Name of Issuer)
Common Stock
(Title of Class of Securities)
054754858
(CUSIP Number)
06/30/2025
(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
Stonepine Capital 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
906,063.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
906,063.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
906,063.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, OO
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 812,676 shares of Common Stock, (2) Prefunded Warrants to acquire 2,446,883 shares of the Stock, (3) Tranche A Warrants to acquire 815,217 shares of the Stock and (4) Tranche B Warrants to acquire 815,217 shares of the Stock. The Prefunded Warrants, the Tranche A Warrants and the Tranche B Warrants are each subject to a 9.99% beneficial ownership limitation. The percentage reported herein is calculated based on 8,976,314 shares of Common Stock outstanding on June 9, 2025, as reported in the Form 8-K filed by the Issuer on June 9, 2025.
SCHEDULE 13G
CUSIP No.
054754858
1
Names of Reporting Persons
Stonepine Capital, L.P.
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
906,063.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
906,063.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
906,063.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 812,676 shares of Common Stock, (2) Prefunded Warrants to acquire 2,446,883 shares of the Stock, (3) Tranche A Warrants to acquire 815,217 shares of the Stock and (4) Tranche B Warrants to acquire 815,217 shares of the Stock. The Prefunded Warrants, the Tranche A Warrants and the Tranche B Warrants are each subject to a 9.99% beneficial ownership limitation. The percentage reported herein is calculated based on 8,976,314 shares of Common Stock outstanding on June 9, 2025, as reported in the Form 8-K filed by the Issuer on June 9, 2025.
SCHEDULE 13G
CUSIP No.
054754858
1
Names of Reporting Persons
Stonepine GP, 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
906,063.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
906,063.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
906,063.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 812,676 shares of Common Stock, (2) Prefunded Warrants to acquire 2,446,883 shares of the Stock, (3) Tranche A Warrants to acquire 815,217 shares of the Stock and (4) Tranche B Warrants to acquire 815,217 shares of the Stock. The Prefunded Warrants, the Tranche A Warrants and the Tranche B Warrants are each subject to a 9.99% beneficial ownership limitation. The percentage reported herein is calculated based on 8,976,314 shares of Common Stock outstanding on June 9, 2025, as reported in the Form 8-K filed by the Issuer on June 9, 2025.
SCHEDULE 13G
CUSIP No.
054754858
1
Names of Reporting Persons
Jon M. Plexico
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
906,063.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
906,063.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
906,063.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The securities beneficially owned by the reporting persons consist of (1) 812,676 shares of Common Stock, (2) Prefunded Warrants to acquire 2,446,883 shares of the Stock, (3) Tranche A Warrants to acquire 815,217 shares of the Stock and (4) Tranche B Warrants to acquire 815,217 shares of the Stock. The Prefunded Warrants, the Tranche A Warrants and the Tranche B Warrants are each subject to a 9.99% beneficial ownership limitation. The percentage reported herein is calculated based on 8,976,314 shares of Common Stock outstanding on June 9, 2025, as reported in the Form 8-K filed by the Issuer on June 9, 2025.
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:
Stonepine Capital Management, LLC, a Delaware limited liability company ("Stonepine")
Stonepine Capital, L.P., a Delaware limited partnership (the "Partnership")
Stonepine GP, LLC, a Delaware limited liability company (the "General Partner")
Jon M. Plexico
Stonepine and the General Partner are the investment adviser and general partner, respectively, of the Partnership. Mr. Plexico is the control person of Stonepine and the General Partner. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Partnership should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
2900 NW Clearwater Drive, Suite 100-11, Bend OR 97703
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
054754858
Item 4.
Ownership
(a)
Amount beneficially owned:
Stonepine: 906,063
Partnership: 906,063
General Partner: 906,063
Jon M. Plexico: 906,063
(b)
Percent of class:
Stonepine: 9.9%
Partnership: 9.9%
General Partner: 9.9%
Jon M. Plexico: 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(ii) Shared power to vote or to direct the vote:
Stonepine: 906,063
Partnership: 906,063
General Partner: 906,063
Jon M. Plexico: 906,063
(iii) Sole power to dispose or to direct the disposition of:
Stonepine: 0
Partnership: 0
General Partner: 0
Jon M. Plexico: 0
(iv) Shared power to dispose or to direct the disposition of:
Stonepine: 906,063
Partnership: 906,063
General Partner: 906,063
Jon M. Plexico: 906,063
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Partnership holds Common Stock for the benefit of its investors and has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock.
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.
Not Applicable
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.
Stonepine Capital Management, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
08/13/2025
Stonepine Capital, L.P.
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member of the General Partner, Stonepine GP, LLC
Date:
08/13/2025
Stonepine GP, LLC
Signature:
/s/ Jon M. Plexico
Name/Title:
Managing Member
Date:
08/13/2025
Jon M. Plexico
Signature:
/s/ Jon M. Plexico
Name/Title:
Reporting person
Date:
08/13/2025
Exhibit Information
EXHIBIT 99 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
The filing reports an aggregate position of 906,063 shares, representing 9.9% of AYTU's outstanding common stock.
How is Stonepine's position in AYTU composed?
The reported position consists of 812,676 common shares plus prefunded warrants to acquire 2,446,883 shares and Tranche A and B warrants to acquire 815,217 shares each.
Does Stonepine have sole voting control over AYTU shares?
No. The filing states 0 sole voting power and reports 906,063 shared voting power instead.
What outstanding share base was used to calculate the 9.9%?
The percentage is calculated using 8,976,314 shares outstanding as reported by the issuer on June 9, 2025.
Are there limits on Stonepine converting its warrants into AYTU shares?
Yes. The prefunded warrants and both tranche warrants are each subject to a 9.99% beneficial ownership limitation.
