Lytton, foundation report 9.99% Aytu BioPharma (AYTU) stake

Rhea-AI Filing Summary

Aytu BioPharma, Inc. shareholder Laurence W. Lytton filed an amended Schedule 13G reporting his beneficial ownership in the company’s common stock. Lytton reports beneficially owning 1,071,351 shares and warrants, representing 9.99% of the common stock outstanding.

The Lytton-Kambara Foundation reports beneficial ownership of 895,528 shares and warrants, representing 8.8% of the class. Both positions include common shares and warrants subject to a 9.99% beneficial ownership limitation, with percentages calculated using 10,188,208 shares outstanding as of November 1, 2025. The filer certifies the holdings are not for the purpose of changing or influencing control.

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Accepted by SEC EDGAR 02/17/2026 - 01:31 PM Learn about SEC filing dates

FAQ

What ownership stake in AYTU does Laurence W. Lytton report?

Laurence W. Lytton reports beneficial ownership of 1,071,351 AYTU common shares and warrants, equal to 9.99% of the class. This figure includes both directly held stock and warrants that are subject to a 9.99% beneficial ownership limitation based on 10,188,208 shares outstanding.

How much AYTU stock does the Lytton-Kambara Foundation own?

The Lytton-Kambara Foundation reports beneficial ownership of 895,528 AYTU common shares and warrants, representing 8.8% of the outstanding class. These holdings combine common stock and warrants, calculated using 10,188,208 AYTU shares outstanding as of November 1, 2025.

What does the 9.99% beneficial ownership limitation mean for AYTU warrants?

The 9.99% beneficial ownership limitation means the reported AYTU warrants cannot be exercised to push the holder’s beneficial ownership above 9.99% of outstanding common stock. Both Lytton’s and the Foundation’s warrant positions are structured to respect this ownership cap.

What AYTU securities are included in the reported beneficial ownership?

The reported beneficial ownership for AYTU includes both common stock and warrants. Lytton’s position consists of 535,318 common shares and warrants to purchase 731,666 shares, while the Foundation holds 497,218 common shares and warrants to purchase 398,310 shares, all subject to a 9.99% limit.

As of what date are AYTU’s outstanding shares measured in this filing?

Percentages are calculated using 10,188,208 AYTU common shares outstanding as of November 1, 2025. This share count is referenced from AYTU’s Form 10-Q for the quarter ended September 30, 2025, and is used to compute the 9.99% and 8.8% stakes.

Is the AYTU stake held by Lytton intended to influence control of the company?

The filing states the AYTU securities “were not acquired and are not held for the purpose of or with the effect of changing or influencing the control” of the issuer. They are also not held in connection with any control-related transaction, other than limited nomination activities.

Who are the reporting persons in this AYTU Schedule 13G/A filing?

The reporting persons are Laurence W. Lytton and the Lytton-Kambara Foundation. Both list a U.S. address at 467 Central Park West, New York, NY 10025, and report beneficial ownership of AYTU common stock and related warrants subject to a 9.99% limitation.

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

(Title of Class of Securities)

054754858

(CUSIP Number)

12/31/2025

(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

LYTTON LAURENCE W

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 137,723.00
6	Shared Voting Power 933,628.00
7	Sole Dispositive Power 137,723.00
8	Shared Dispositive Power 933,628.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,071,351.00

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)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares of the Common Stock reported herein consist of 535,318 shares of Common Stock and warrants to purchase 731,666 shares of Common Stock, subject to a 9.99% beneficial ownership limitation. The percentages reported in this Schedule 13G are based on 10,188,208 shares of Common Stock outstanding as of November 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended September 30, 2025.

SCHEDULE 13G

CUSIP No. 054754858

1

Names of Reporting Persons

LYTTON-KAMBARA FOUNDATION

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 895,528.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 895,528.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

895,528.00

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)

8.8 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: The shares of the Common Stock reported herein consist of 497,218 shares of Common Stock and warrants to purchase 398,310 shares of Common Stock, subject to a 9.99% beneficial ownership limitation. The percentages reported in this Schedule 13G are based on 10,188,208 shares of Common Stock outstanding as of November 1, 2025, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended September 30, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: AYTU BIOPHARMA, INC
(b)	Address of issuer's principal executive offices: 7900 E. UNION AVENUE, SUITE 920, DENVER, CO, 80237
Item 2.
(a)	Name of person filing: Laurence W. Lytton and Lytton-Kambara Foundation ("Foundation")
(b)	Address or principal business office or, if none, residence: 467 Central Park West New York, NY 10025
(c)	Citizenship: USA
(d)	Title of class of securities: Common Stock
(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: Lytton: 1,071,351 Foundation: 895,528
(b)	Percent of class: Lytton: 9.99% Foundation: 8.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Lytton: 137,723 Foundation: 0
	(ii) Shared power to vote or to direct the vote: Lytton: 933,628 Foundation: 895,528
	(iii) Sole power to dispose or to direct the disposition of: Lytton: 137,723 Foundation: 0
	(iv) Shared power to dispose or to direct the disposition of: Lytton: 933,628 Foundation: 895,528
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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.
	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.

LYTTON LAURENCE W

Signature:	/s/ Laurence W. Lytton
Name/Title:	Reporting Person
Date:	02/17/2026

LYTTON-KAMBARA FOUNDATION

Signature:	/s/ Laurence W. Lytton
Name/Title:	President
Date:	02/17/2026

Exhibit Information

EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G