Current Report Filing (8-k)
February 14 2023 - 6:17AM
Edgar (US Regulatory)
0001385818
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0001385818
2023-02-13
2023-02-13
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 13, 2023
AYTU BIOPHARMA, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
|
001-38247 |
|
47-0883144 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
373 Inverness Parkway, Suite 206
Englewood, CO 80112
(Address of principal executive offices, including
Zip Code)
Registrant’s telephone number, including
area code: (720) 437-6580
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Common Stock, par value $0.0001 per share |
|
AYTU |
|
The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February 13, 2023, Aytu BioPharma, Inc. (“the
Company” or “Aytu”) entered into amended and restated employment agreements with Josh Disbrow, the Company’s Chief
Executive Officer (the “Disbrow Agreement”), and Mark Oki, the Company’s Chief Financial Officer (the “Oki Employment
Agreement” and collectively, the “Agreements”). The Agreements were approved by the Compensation Committee of the Company’s
Board of Directors and supersede any prior employment agreements or amendments with the Company. Except as described herein, the Agreements
are consistent with the existing arrangements with the officers as described in the Company’s proxy statement for its 2022 Annual
Meeting of Stockholders, which was filed on April 7, 2022 (the “2022 Proxy Statement”)
The Disbrow Agreement was set to expire in April
2023 and his agreement was amended to: (i) provide for one-year terms with auto-renewal; (ii) modify the acceleration provision in connection
with a change of control such that he would need to be terminated within 12 months following a change of control for “Cause”
or resign for “Good Reason”; and (iii) provide associated changes to the “Cause” definition to (a) change material
misconduct in connection with his employment to willful malfeasance or willful misconduct; and (b) change material breach of the employment
agreement to willful and deliberate breach.
The Oki Agreement was amended to: (i) modify the
equity acceleration provision to conform to the Disbrow Agreement relating to the equity awards referenced and acceleration language;
and (ii) provide associated changes to the “Cause” definition to (a) change material misconduct in connection with his other
agreements with the Company to willful malfeasance or willful misconduct; (b) make conforming changes related to Mr. Oki’s unintended
but material breach of the Oki Agreement instead of a material and repeated breach; and (c) change gross negligence in connection with
his employment to willful malfeasance.
The foregoing description of the changes to the
Agreements is a summary and is qualified in its entirety by the complete terms of the Agreements, which the Company plans to file as exhibits
to the Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2022.
Additional information regarding officer compensation
may be found in the Company’s 2022 Proxy Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
AYTU BIOPHARMA, INC. |
|
|
|
Date: February 13, 2023 |
By: |
/s/ Mark Oki |
|
|
Mark Oki |
|
|
Chief Financial Officer |
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