[SCHEDULE 13G/A] AYTU BioPharma, Inc. SEC Filing

Rhea-AI Filing Summary

Kanen Wealth Management LLC, its managing member David L. Kanen, and two affiliated funds (Philotimo Fund LP and Philotimo Focused Growth & Income Fund) filed an Amendment No. 1 to Schedule 13G reporting their collective ownership of 635,073 shares of AYTU BioPharma, Inc. (“AYTU”) common stock as of 15 May 2025.

The filing shows that the group now beneficially owns approximately 10.3 % of AYTU’s 6,170,246 outstanding shares (per AYTU’s 14 May 2025 Form 10-Q). Ownership is held passively under Rule 13d-1(c):

• Philotimo Fund LP: 425,500 shares (6.9 %)
• Philotimo Focused Growth & Income Fund: 209,573 shares (3.4 %)
• Kanen Wealth Management LLC & David L. Kanen: deemed beneficial owners of the full 635,073 shares (10.3 %) through control of the two funds

The signatories certify the securities were not acquired with the purpose of influencing control of the issuer. All voting and dispositive powers are reported as shared; none of the parties report sole power to vote or dispose of the shares. The principal business address for all reporting persons is 6810 Lyons Technology Circle, Suite 160, Coconut Creek, FL 33073.

The disclosure establishes Kanen Wealth Management and its affiliates as a newly recognized 10 % passive institutional holder of AYTU, a potentially supportive signal for other investors given the stake size and long-only filing status.

Positive

• Kanen Wealth Management and affiliates disclose a 10.3 % stake, signalling significant institutional confidence in AYTU.

Negative

• Ownership concentration above 10 % could create price volatility if the group later liquidates its position.

Insights

Securities Analyst

TL;DR — 10.3 % passive stake by Kanen group boosts institutional support for AYTU.

The Schedule 13G/A moves Kanen Wealth Management and related Philotimo funds above the 10 % threshold, making them AYTU’s largest disclosed shareholder. While filed on a passive basis (Rule 13d-1(c)), the position size may enhance market perception of validation for AYTU’s turnaround strategy and improve share-liquidity with a committed holder. No control intentions are stated, reducing near-term governance friction. Overall impact skewed positive because an experienced small-cap investor has accumulated a meaningful stake without activist overtones.

Corporate Governance Expert

TL;DR — Large passive holder means higher ownership concentration but no control effort signalled.

Crossing 10 % triggers Section 16 insider status and additional reporting duties for the Kanen group, yet the 13G form confirms passive intent. Shared voting/dispositive rights suggest internal alignment among the entities. Concentrated ownership can aid strategic stability but also heightens dependency on a single fund family; any future conversion to a 13D would be the key governance watch-point. Present filing is informational, hence impact remains neutral to modestly positive.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

AYTU BIOPHARMA, INC

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

054754858

(CUSIP Number)

05/15/2025

(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 425,500.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 425,500.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

425,500.00

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)

6.9 %

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 209,573.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 209,573.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

209,573.00

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)

3.4 %

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 635,073.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 635,073.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

635,073.00

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)

10.3 %

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 635,073.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 635,073.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

635,073.00

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)

10.3 %

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 15, 2025: (i) Philotimo beneficially owned 425,500 Shares; (ii) PHLOX beneficially owned 209,573 Shares; (iii) KWM beneficially owned 635,073 Shares, consisting of (a) the 425,500 Shares owned directly by Philotimo, which KWM may be deemed to beneficially own as the general partner of Philotimo and (b) the 209,573 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 635,073 Shares, consisting of (a) the 425,500 Shares owned directly by Philotimo, which Mr. Kanen may be deemed to beneficially own as the managing member of KWM and (b) the 209,573 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 635,073 Shares beneficially owned in the aggregate by all the Reporting Persons, constituting approximately 10.3% 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 15, 2025: (i) Philotimo beneficially owned approximately 6.9% of the outstanding Shares; (ii) PHLOX beneficially owned approximately 3.4% of the outstanding Shares; (iii) KWM beneficially owned approximately 10.3% of the outstanding Shares; and (iv) Mr. Kanen beneficially owned approximately 10.3% 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.
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
Date:	06/26/2025

Kanen Wealth Management LLC

Signature:	/s/ David L. Kanen
Name/Title:	David L. Kanen, Managing Member
Date:	06/26/2025

Kanen David

Signature:	/s/ David L. Kanen
Name/Title:	David L. Kanen
Date:	06/26/2025

FAQ

Who filed the Schedule 13G/A for AYTU (ticker: AYTU)?

The filing was submitted by Philotimo Fund LP, Philotimo Focused Growth & Income Fund, Kanen Wealth Management LLC, and David L. Kanen.

How many AYTU shares does Kanen Wealth Management’s group own?

They report beneficial ownership of 635,073 shares.

What percentage of AYTU’s outstanding shares is represented by the disclosed stake?

The stake equals approximately 10.3 % of AYTU’s 6,170,246 shares outstanding.

Is the stake reported as passive or activist?

The Schedule 13G is filed under Rule 13d-1(c), indicating a passive investment with no intent to influence control.

What is the effective date of the ownership information?

Beneficial ownership is reported as of 15 May 2025.