| Item 1. | |
| (a) | Name of issuer:
AYTU BIOPHARMA, INC |
| (b) | Address of issuer's principal executive offices:
7900 E. UNION AVENUE, SUITE 920, DENVER, COLORADO, 80237 |
| Item 2. | |
| (a) | Name of person filing:
The person filing this report is AWM Investment Company, Inc., a Delaware corporation (AWM), which is the investment adviser to Special Situations Private Equity Fund, L.P., a Delaware limited partnership (SSPE). The principal business of the Fund is to invest in equity and equity-related securities and other securities of any kind or nature.
David M. Greenhouse (Greenhouse) and Adam C. Stettner (Stettner) are members of MG Advisers, L.L.C., a New York limited liability company (MG), the general partner of SSPE. Greenhouse and Stettner are also controlling principals of AWM.
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| (b) | Address or principal business office or, if none, residence:
527 Madison Avenue, Suite 2600
New York, NY 10022 |
| (c) | Citizenship:
AWM is a Delaware Corporation |
| (d) | Title of class of securities:
Common Stock, Par Value $0.0001 |
| (e) | CUSIP No.:
00218A105 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
619,574 |
| (b) | Percent of class:
5.8 %
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| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
AWM is the investment adviser to the Fund. As the investment adviser to the Fund, AWM holds sole voting power over 619,574 shares of Common Stock held by SSPE. Greenhouse and Stettner are members of MG, the general partner of SSPE. Greenhouse and Stettner are also controlling principals of AWM.
|
| | (ii) Shared power to vote or to direct the vote:
0
|
| | (iii) Sole power to dispose or to direct the disposition of:
AWM is the investment adviser to the Fund. As the investment adviser to the Fund, AWM holds sole investment power over 619,574 shares of Common Stock held by SSPE. Greenhouse and Stettner are members of MG, the general partner of SSPE. Greenhouse and Stettner are also controlling principals of AWM.
|
| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(b)