Aytu BioPharma(AYTU) - 2026 Q3 - Quarterly Results

Warrant Terms and Conditions - The warrant allows the holder to purchase a total of ______________ shares of common stock or exchange warrants at an exercise price of $0.0001[1] - The exercise period for the warrant extends until 11:59 p.m. New York time on the expiration date or 30 days after notice of exercise conditions being met[1] - The holder must deliver the aggregate exercise price in cash via wire transfer within one trading day of the exercise notice[2] - The company is responsible for all fees and expenses related to the transfer agent and issuance of warrant shares or exchange warrants[3] - If the company fails to deliver the securities by the delivery date, it must compensate the holder for any losses incurred due to a buy-in[6] - The exercise price for warrant shares and exchange warrants is subject to adjustment as specified in the agreement[5] - The company must ensure its transfer agent participates in the DTC Fast Automated Securities Transfer Program while the warrant is outstanding[6] - No fractional warrant shares or exchange warrants will be issued; amounts will be rounded down to the nearest whole number[3] - The holder has the right to rescind an exercise if the company fails to deliver the applicable number of shares by the delivery date[6] - The company must promptly resolve any disputes regarding the exercise price or calculation of warrant shares or exchange warrants[7] Ownership and Issuance Limitations - The Company has established a Maximum Percentage of beneficial ownership at 4.99% or 9.99% for the Holder and Attribution Parties, limiting the exercise of Warrants to prevent exceeding this threshold[8] - The Primary Market Limitation is set at 19.99% of the outstanding shares of Common Stock before the issuance of shares upon exercise of the Warrant[13] - The Required Reserve Amount mandates the Company to reserve at least 100% of the maximum number of shares necessary to satisfy obligations under outstanding Warrants[14] - In the event of an Authorized Share Failure, the Company is required to take commercially reasonable actions to increase the number of authorized shares to meet the Required Reserve Amount[16] - The Company must confirm the number of outstanding shares of Common Stock to the Holder within two business days upon request[11] Pricing and Valuation - The cashless exercise option allows the Holder to receive Warrant Shares without cash payment if there is no effective registration statement available[17] - The Bid Price for the Common Stock is determined based on the first applicable clause, including trading market prices reported by Bloomberg[19] - The VWAP (Volume Weighted Average Price) is calculated based on trading market data, ensuring accurate pricing for the Common Stock[21] - The Company must return any excess Exercise Price paid by the Holder for Reduction Shares if the exercise would exceed the Maximum Percentage[10] - The Company is responsible for ensuring compliance with Section 13(d) of the Exchange Act regarding beneficial ownership calculations[13] - The Company may voluntarily adjust the Exercise Price of the Warrant at any time deemed appropriate by the Board of Directors[22] - If the Company subdivides its outstanding shares of Common Stock, the Exercise Price will be proportionately reduced, and the number of Warrant Shares will be proportionately increased[23] Rights and Obligations - In the event of any asset distribution to Common Stock holders, the Holder is entitled to participate as if they had exercised the Warrant[25] - If the Company grants Purchase Rights, the Holder can acquire the same proportion of Purchase Rights as if they had exercised the Warrant[26] - The Company cannot enter into a Fundamental Transaction without the Successor Entity assuming all obligations under the Warrant[27] - The Company will not avoid the observance of any terms of the Warrant through amendments or reorganizations[28] - The Holder is not deemed a stockholder and does not have voting rights until the Warrant is exercised[29] - The Company will issue a new Warrant upon transfer, loss, theft, or mutilation of the original Warrant[30][32][34] - Notices required under the Warrant must be delivered in writing to specified addresses[35] - The Company will provide prompt written notice of all actions taken pursuant to the Warrant, including adjustments to the Exercise Price and any dividend distributions[36] - The Company may amend or waive provisions of the Warrant only with the written consent of the Holder[37] - The Warrant is governed by the laws of the State of New York, and the Company submits to the jurisdiction of New York courts[38] - In case of disputes regarding the Exercise Price or Warrant Shares, the Company will submit calculations to an independent investment bank or accountant for resolution[39] - The remedies provided in the Warrant are cumulative and include the right to seek injunctive relief without showing economic loss[40] - The Warrant and Warrant Shares may be transferred without the Company's consent, as outlined in Section 7(a)[41] - If any provision of the Warrant is deemed invalid, the remaining provisions will still be enforceable[42] - The Company must publicly disclose any material, nonpublic information received in accordance with the Warrant[43] Definitions and Legal Considerations - Definitions of key terms such as "Common Stock," "Exercise Conditions," and "Change of Control" are provided for clarity[44][48] - The Company acknowledges that a breach of obligations may cause irreparable harm to the Holder, justifying the right to seek an injunction[40] - The Company is involved in a Fundamental Transaction, which includes mergers, asset sales, or stock purchase agreements that may result in a change of control[54] - The definition of "Subject Entity" includes any person or group that may acquire significant ownership or control over the Company's shares[59] - The Principal Market for the Company's Common Stock is The Nasdaq Capital Market[58] - The Company has established a standard settlement period for its Common Stock transactions, which is defined in terms of Trading Days[61] - The exercise price for purchasing shares of Common Stock is set at $0.01 per share[66] - The Company is required to deliver Warrant Shares or Exchange Warrants upon exercise of the warrants[68] - The definition of "Parent Entity" refers to an entity that controls the Company and is publicly traded[56] - The Company must comply with regulations regarding the issuance of shares to avoid circumventing the intent of the Fundamental Transaction definition[54] - The term "Options" refers to rights or warrants to purchase shares of Common Stock or Convertible Securities[55] - The Company is represented by its Chief Executive Officer, Joshua Disbrow, in official documents[65]