AYTU BioPharma Sets Dec. 10 Annual Meeting; Board Re-election, Auditor Ratification on Agenda

TL;DR

**AYTU's upcoming annual meeting is a routine governance check, but keep an eye on executive compensation for any red flags in this volatile biotech play.**

AI Summary

Aytu BioPharma, Inc. (AYTU) is holding its Annual Meeting of Stockholders on December 10, 2025, at its Denver, Colorado office. Stockholders will vote on three key proposals: the election of five directors, the ratification of Grant Thornton LLP as the independent registered public accounting firm for fiscal year ending June 30, 2026, and an advisory vote on executive compensation. As of the record date, October 13, 2025, there were 10,188,208 shares of common stock outstanding and entitled to vote. The Board of Directors, consisting of Joshua R. Disbrow (CEO), John A. Donofrio, Jr. (Chairman), Carl C. Dockery, Abhinav "Abi" Jain, and Vivian H. Liu, are all nominated for re-election. The company emphasizes the importance of stockholder participation, offering internet, telephone, and mail voting options, with a deadline of December 9, 2025, at 11:59 p.m. Eastern time for electronic and mail proxies. The election of directors requires a plurality of votes, while the other two proposals require a majority of votes cast. Joshua R. Disbrow is noted as the only non-independent director, due to his CEO role and his brother, Jarrett T. Disbrow, serving as Chief Business Officer.

Why It Matters

This DEF 14A filing outlines the critical governance decisions for Aytu BioPharma, Inc., directly impacting investor confidence and strategic direction. The election of five directors, including CEO Joshua R. Disbrow, will shape the company's leadership and future initiatives in the competitive biopharma landscape. Ratifying Grant Thornton LLP ensures financial oversight and transparency, crucial for maintaining investor trust. The advisory vote on executive compensation provides a direct channel for stockholders to voice their opinion on leadership incentives, potentially influencing future compensation structures and aligning executive interests with long-term shareholder value. This transparency is vital for a company operating in a high-risk, high-reward industry.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily detailing procedural matters for the upcoming annual meeting. It does not introduce new financial risks, operational changes, or significant legal challenges. The proposals are routine: electing directors, ratifying an auditor, and an advisory vote on executive compensation, which are typical corporate governance items.

Analyst Insight

Investors should review the director nominees' backgrounds and the executive compensation details to ensure alignment with their investment thesis. Vote your shares by December 9, 2025, to ensure your voice is heard on these governance matters, particularly the advisory vote on executive compensation.

Key Numbers

• 10,188,208 — Shares of common stock outstanding (Entitled to vote as of October 13, 2025 record date)
• 5 — Number of directors to be elected (Current and proposed number of directors on the Board)
• December 10, 2025 — Date of Annual Meeting (When stockholders will vote on proposals)
• October 13, 2025 — Record Date (Determines stockholders eligible to vote at the Annual Meeting)
• 11:59 p.m. Eastern time on December 9, 2025 — Proxy voting deadline (Last time to submit votes via Internet or telephone)
• 33.3% — Quorum requirement (Percentage of outstanding shares needed for Annual Meeting to conduct business)

Key Players & Entities

• AYTU BIOPHARMA, INC. (company) — Registrant for DEF 14A filing
• Joshua R. Disbrow (person) — Director and Chief Executive Officer of Aytu BioPharma, Inc.
• John A. Donofrio, Jr. (person) — Chairman of the Board of Directors of Aytu BioPharma, Inc.
• Grant Thornton LLP (company) — Independent registered public accounting firm for Aytu BioPharma, Inc.
• SEC (regulator) — United States Securities and Exchange Commission
• Broadridge Corporate Issuer Solutions (company) — Transfer agent for Aytu BioPharma, Inc.
• Jarrett T. Disbrow (person) — Chief Business Officer of Aytu BioPharma, Inc. and brother of Joshua R. Disbrow
• Nasdaq (regulator) — The Nasdaq Stock Market LLC

FAQ

Industry Context

Aytu BioPharma operates within the biopharmaceutical sector, focusing on commercializing therapeutics. This industry is characterized by significant research and development costs, lengthy regulatory approval processes, and intense competition from both large pharmaceutical companies and smaller biotech firms. Success often hinges on the ability to bring novel treatments to market and effectively manage commercialization strategies.

Regulatory Implications

As a biopharmaceutical company, Aytu BioPharma is subject to stringent regulations from bodies like the FDA. Compliance with manufacturing standards, clinical trial protocols, and marketing practices is critical. Any failure to adhere to these regulations can result in significant penalties, product recalls, or delays in market access, impacting financial performance and reputation.

What Investors Should Do

1. Review the nominees for the Board of Directors and vote accordingly, considering the plurality voting standard for director elections.
2. Vote to ratify Grant Thornton LLP as the independent registered public accounting firm for fiscal year ending June 30, 2026, as this is crucial for financial oversight.
3. Participate in the advisory vote on executive compensation to express shareholder sentiment on the company's compensation practices.
4. Ensure proxy votes are submitted by the deadline of 11:59 p.m. Eastern time on December 9, 2025, to have your voice heard at the Annual Meeting.
5. Understand the quorum requirement of 33.3% of outstanding shares and the impact of abstentions and broker non-votes on the voting outcomes.

Key Dates

• 2025-12-10: Annual Meeting of Stockholders — Stockholders will vote on director elections, ratification of auditors, and executive compensation.
• 2025-10-13: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-12-09: Proxy Voting Deadline — Last day for stockholders to submit votes via Internet or telephone.
• 2025-10-24: Proxy Materials Availability Date — Date when proxy materials will first be available on the Internet and Notice of Internet Availability will be mailed.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document is the proxy statement for Aytu BioPharma's annual meeting, outlining the proposals and providing background information.)

Record Date

A specific date set by the company to determine which shareholders are eligible to receive notice of and vote at a shareholder meeting. (Establishes the pool of eligible voters for the December 10, 2025 Annual Meeting, with October 13, 2025, being the set date.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum of one-third (33.3%) of outstanding shares is required for the Annual Meeting to conduct business.)

Plurality of votes cast

The voting standard where the candidate with the most votes is elected, even if they do not receive a majority of the votes cast. (This standard will be used for the election of directors, meaning the five nominees with the most 'FOR' votes will be elected.)

Majority of votes cast

The voting standard where a proposal must receive more than 50% of the votes cast to be approved. (This standard applies to the ratification of the independent auditor and the advisory vote on executive compensation.)

Broker non-vote

Occurs when a broker holding shares in 'street name' does not vote on a particular proposal because the beneficial owner has not provided voting instructions. (Broker non-votes are counted for quorum but not for determining the outcome of proposals requiring a majority or plurality of votes cast.)

Year-Over-Year Comparison

This filing is a proxy statement for the December 10, 2025 Annual Meeting. As it pertains to future events and proposals, a direct comparison of key financial metrics like revenue, net income, or margins to a previous filing is not applicable. However, the document sets the stage for the upcoming fiscal year ending June 30, 2026, by seeking shareholder approval for director elections, auditor ratification, and executive compensation.

Key Financial Figures

• $250 million — acquisition in 2010 and growth to over $250 million in net revenue in 2012. By the time Mr.

Filing Documents

• aytu20250915_def14a.htm (DEF 14A) — 709KB
• card01.jpg (GRAPHIC) — 235KB
• card02.jpg (GRAPHIC) — 179KB
• netloss.jpg (GRAPHIC) — 74KB
• tsr2026.jpg (GRAPHIC) — 73KB
• 0001437749-25-031719.txt ( ) — 2630KB
• aytu-20250630.xsd (EX-101.SCH) — 4KB
• aytu-20250630_def.xml (EX-101.DEF) — 2KB
• aytu-20250630_lab.xml (EX-101.LAB) — 2KB
• aytu-20250630_pre.xml (EX-101.PRE) — 1KB
• aytu20250915_def14a_htm.xml (XML) — 116KB

From the Filing

aytu20250915_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a12 AYTU BIOPHARMA, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 011 AYTU BIOPHARMA, INC. 7900 East Union Avenue, Suite 920 Denver, Colorado 80237 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD DECEMBER 10, 2025 To the Stockholders of Aytu BioPharma, Inc.: You are cordially invited to attend the 2026 annual meeting of stockholders of Aytu BioPharma, Inc. (the "Annual Meeting") to be held in person on December 10, 2025, at 10:00 a.m. Mountain time at the office of Aytu BioPharma, Inc., 7900 East Union Avenue, Suite 920, Denver, Colorado 80237 for the following purposes: 1. To elect five directors named in the proxy statement to serve until the next annual meeting of stockholders or until their successors are duly elected and qualified; 2. To ratify the appointment of Grant Thornton LLP ("Grant Thornton") as our independent registered public accounting firm for the fiscal year ending June 30, 2026; 3. To hold an advisory vote on executive compensation; and 4. To act upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof. These matters are more fully described in the proxy statement accompanying this notice. Our board of directors (the "Board" or the "Board of Directors") has fixed the close of business on October 13, 2025, as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting, or any adjournment thereof. A list of stockholders eligible to vote at the Annual Meeting will be available for review during our regular business hours at our principal offices in Denver, Colorado for 10 days prior to the Annual Meeting. To assure your representation at the Annual Meeting, you are urged to vote by proxy by following the instructions contained in the proxy statement. You may revoke your proxy or change your vote for shares of our common stock you hold directly in your name through our transfer agent, Broadridge Corporate Issuer Solutions, by (i) signing another proxy card with a later date and delivering it to our Corporate Secretary at 7900 East Union Avenue, Suite 920, Denver, Colorado 80237 before the date of the Annual Meeting, (ii) submitting revised votes over the Internet or by telephone by 11:59 p.m. Eastern time on December 9, 2025, or (iii) attending the Annual Meeting and voting your shares of our common stock in person at our Annual Meeting. If your shares of common stock are held in the name of a bank, broker, or other nominee holder of record, please follow the instructions on the voting instruction form furnished to you by such record holder. Denver, Colorado Dated: October 24, 2025 By Order of the Board of Directors /s/ John A. Donofrio, Jr. John A. Donofrio, Jr. Chairman of the Board of Directors 1 AYTU BIOPHARMA, INC. 7900 East Union Avenue, Suite 920 Denver, Colorado 80237 PROXY STATEMENT DATED OCTOBER 24, 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON WEDNESDAY, DECEMBER 10, 2025 This proxy statement has been prepared by the management of Aytu BioPharma, Inc. "We," "our," "Aytu," and the "Company" each refers to Aytu BioPharma, Inc. and its wholly owned subsidiaries. The enclosed proxy is solicited by the board of directors (the "Board" or the "Board of Directors") of the Company for use at the 2026 annual meeting of stockholders of the Company (the "Annual Meeting") and at any postponement or adjournment thereof. In accordance with the rules of the United States Securities and Exchange Commission ("SEC"), instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing a Notice of Internet Availability of Proxy Materials (the "Notice of Internet Availability") and providing Internet access to our proxy materials, including the notice, this proxy statement, our annual report to stockholders, including financial statements, and a proxy card for the Annual Meeting, which will save printing costs and benefit the environment. These materials will first be available on the Internet on or about October 24, 2025. If you are a stockholder of record or a beneficial owner as of the

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View this DEF 14A filing on SEC EDGAR