FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Nantahala Capital Management, LLC
  2. Issuer Name and Ticker or Trading Symbol
AYTU BIOPHARMA, INC [AYTU] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
130 MAIN ST. 2ND FLOOR, 		 3. Date of Earliest Transaction (Month/Day/Year)
06/14/2024
(Street)

NEW CANAAN, CT 06840		 4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Tranche B Warrant $ 1.5899 (1) 06/14/2024   X     815,217   (1)   (1) Common Stock (1) 815,217 $ 0 0 I See Footnote (2)
Exchange Warrants $ 0.0001 06/14/2024   X   815,217     (3)   (3) Common Stock 815,217 $ 0 815,217 I See Footnote (2)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Nantahala Capital Management, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840		     X    
Harkey Wilmot B.
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840		     X    
Mack Daniel
C/O NANTAHALA CAPITAL MANAGEMENT, LLC
130 MAIN ST. 2ND FLOOR
NEW CANAAN, CT 06840		     X    

Signatures

 /s/ Taki Vasilakis, Chief Compliance Officer, Nantahala Capital Management, LLC   06/18/2024
**Signature of Reporting Person Date

 /s/ Wilmot B. Harkey   06/18/2024
**Signature of Reporting Person Date

 /s/ Daniel Mack   06/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The Tranche B Warrants may be exercised for either shares of Common Stock or Exchange Warrants. Subject to certain limits on beneficial ownership, the Tranche B Warrants are exercisable at a price of $1.59 per share (or $1.5899 per Exchange Warrant). The Tranche B Warrants will expire upon the earlier of (x) five years after the date of issuance, and (y) 30 days following the Issuer's achievement of consolidated trailing twelve-month adjusted EBITDA of $12 million.
(2) Nantahala Capital Management, LLC ("NCM"), an investment adviser to certain private funds and managed accounts (the "NCM Investors") that hold the Aytu BioPharma, Inc ("Issuer") securities disclosed in this Form 4, may be deemed a beneficial owner of such securities. Each of Mr. Wilmot B Harkey and Mr. Daniel Mack may be deemed a beneficial owner of Issuer securities beneficially owned by NCM. Each of NCM, Mr. Harkey and Mr. Mack disclaims beneficial ownership of the Issuer's securities disclosed herein except to the extent of their respective pecuniary interests therein.
(3) Subject to certain limits on beneficial ownership, the Exchange Warrants may be exercised to purchase Issuer Common Stock at an exercise price of $0.0001 per share. The Exchange Warrants do not expire until exercised in full.

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