Integrity, Oversight & Accountability

Aytu is committed to adhering to the highest standards of ethical business practice. We have created a company structure that adheres to the highest standards of conduct. Our board, and every one of our employees and partners, is dedicated to doing business for the well-being of our customers and the patients we collectively serve. Further, our board is comprised of experienced, successful professionals who bring a range of diverse backgrounds to support the company’s strategies and growth plans.

Through this diverse set of skills and backgrounds – and a distinct mindset of focusing on patients – we are positioned to drive value for our stakeholders.

Code of Business Conduct and Ethics

Code of Business Conduct and Ethics

Code of Ethics for Chief Executive Officer and Senior Financial Officers

Code of Ethics for Chief Executive Officer and Senior Financial Officers

Audit Committee Charter

Audit Committee Charter

California Comprehensive Compliance Program

California Comprehensive Compliance Program

Compensation Committee Charter

Compensation Committee Charter

Nominating and Governance Committee Charter

Nominating and Governance Committee Charter

Audit Committee Complaint Procedures

Audit Committee Complaint Procedures

Statement of Insider Trading Policy

Statement of Insider Trading Policy

Confidential Whistleblower Hotline

To anonymously report any known or suspected violation of our internal compliance program, ethical commitments, responsibility charters or other applicable laws, rules or regulations, call 1-844-TELL-AYTU (1-844-835-5298) or email info@aytubio.com.

Environmental, Social, & Governance

At Aytu, we take pride in honoring our Mission and Vision to be an innovative force in pharmaceuticals. In doing so, we hold ourselves accountable to the highest standards of ethical principles to serve our stakeholders: our patients, employees, customers, shareholders, and communities alike. We focus our corporate sustainability efforts on addressing Environmental, Social, and Governance (ES&G) Issues.

Environmental, Social, and Governance efforts are at our core. Growth of our organization translates to progression of our ES&G strategy as we strive to exceed ES&G requirements and stakeholder expectations.

Environmental

At Aytu, we believe in preserving our planet’s natural resources while simultaneously minimizing our environmental impact. Reduction of energy use, waste, and pollution are at the core of our sustainability practices. Not only are these our corporate objectives, but we also believe that is the right and responsible thing to do.

Social

In our eyes, supporting our employees and the communities they serve is the lifeblood of a socially responsible organization. We have established multiple corporate partnerships within the communities we support by way of sponsorships, donations, fundraising efforts, and our direct efforts through company-supported volunteering. A positive corporate culture comprised of good corporate citizens is at the heart of our core values.

Governance

Inclusive, compliant, and ethical business practices are the foundation of our organization. We employ diverse hiring practices, adhere to the highest standards of quality, and focus on governmental compliance with all key industry regulators. We have a unified mission and expect a high level of performance and ethical behavior from our Board, corporate officers, employees, and business partners.

Statement of Insider Trading Policy

Effective July 1, 2021

Scope and Purpose

  1. This Policy Statement summarizes the policies of Aytu BioPharma, (together with its subsidiaries, if any, the “Company”) with respect to transactions in the Company’s securities by employees, officers and directors of, and consultants and contractors to, the Company
  2. This policy applies to all Aytu employees.

Policy

1. Applicability of Policy

1.1. This Policy applies to all transactions in the Company’s securities, including common stock, options to purchase common stock and any other securities the Company may issue from time to time, such as preferred stock, restricted stock, warrants and convertible debentures, as well as to derivative securities relating to the Company’s stock, whether or not issued by the Company (collectively, the “Company’s Securities”). It applies to all executive and non-executive officers of the Company, all members of the Company’s Board of Directors, and all employees of, and consultants and contractors to, the Company, who receive or have access to Material Nonpublic Information (defined below) regarding the Company. This group of people, their relatives and significant others, and members of their households are sometimes referred to as “Insiders.” This Policy also applies to any person who receives Material Nonpublic Information from any Any person who possesses Material Nonpublic Information regarding the Company is an Insider for so long as the information is not publicly known. Any employee can be an Insider from time to time, and at those times is subject to this Policy.

2. Statement of General Policy

2.1. It is the policy of the Company to (i) oppose the unauthorized disclosure of any nonpublic information acquired in the workplace, (ii) prohibit the misuse of Material Nonpublic Information in trading of the Company’s Securities, (iii) prohibit trades in the Company’s Securities by an Insider while the Insider possesses Material Nonpublic Information concerning the Company, and (iv) prohibit Insider trades in the Company’s Securities outside of the Trading Window (defined below).

3. Specific Policies

3.1. Trading on Material Nonpublic Information

3.1.1. No director, officer or employee of, or consultant or contractor to, the Company, and no relative or significant other of any such person, shall engage in any transaction involving a purchase or sale of the Company’s Securities, including any offer to purchase or offer to sell, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the beginning of the second Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used herein, the term “Trading Day” shall mean a day on which national stock exchanges are open for A “Trading Day” begins at the time trading begins on such day. This restriction on trading does not apply to transactions made under a trading plan adopted pursuant to Securities and Exchange Commission Rule 10b5-l(c) (“Rule 10b5-l(c)”) and approved in writing by the Company (an “approved Rule 10b5-1 trading plan”). In addition, no Insider may trade in any interest or position relating to the future price of the Company’s Securities, such as a put, call or short sale.

3.1.2. Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships and in-laws. Significant others include persons living in a spousal or familial fashion (including same sex) with an employee, officer or director.

3.2. Tipping

3.2.1. No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including, but not limited to, relatives, significant others, analysts, individual investors, and members of the investment community and news media), where such information may be used by such person to his or her profit by trading in the Company’s Securities, nor shall such Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s Securities, unless required as part of that Insider’s regular duties for the Company and authorized by the Chief Executive Officer and/or the Audit Committee. In any instance in which such information is disclosed to outsiders, the Company will take such steps as are necessary to preserve the confidentiality of the information, including requiring the outsiders to agree in writing to comply with the terms of this policy and/or to sign a confidentiality All inquiries from outsiders regarding Material Nonpublic Information about the Company must be forwarded to the Chief Executive Officer and/or the Audit Committee.

3.3. Confidentiality of Nonpublic Information

3.3.1. Nonpublic information relating to the Company is the Property of the Company and the unauthorized disclosure of such information is forbidden. In the event any officer, director or employee of the Company receives any inquiry from outside the Company, such as from a stock analyst or broker, for information (particularly financial results and/or projections, or clinical trial results or analysis of such results) that may be Material Nonpublic Information, the inquiry should be referred to the Chief Executive Officer, who is responsible for coordinating and overseeing the release of such information to the investing public, analysts and others in compliance with applicable laws and regulations.

3.4. Advice Concerning Trading

3.4.1. No Insider may give trading advice of any kind about the Company or the Company’s Securities to anyone while possessing Material Nonpublic Information about the Company. Insiders should always advise others, preferably in writing or electronically, not to trade in the Company’s Securities if doing so might violate the law or this policy. The Company strongly discourages all Insiders from giving trading advice concerning the Company’s Securities or the Company to third parties even when the Insiders do not possess Material Nonpublic Information about the Company or the Company’s Securities.

4. Potential Criminal and Civil Liability and/or Disciplinary Action

4.1. Liability for Insider Trading

4.1.1. No Insider may give trading advice of any kind about the Company or the Company’s Securities to anyone while possessing Material Nonpublic Information about the Company. Insiders should always advise others, preferably in writing or electronically, not to trade in the Company’s Securities if doing so might violate the law or this policy. The Company strongly discourages all Insiders from giving trading advice concerning the Company’s Securities or the Company to third parties even when the Insiders do not possess Material Nonpublic Information about the Company or the Company’s Securities.

4.2. Liability for Tipping

4.2.1. Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed Material Nonpublic Information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s Securities. The Securities and Exchange Commission (the “SEC”) has imposed large civil penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the Financial Industry Regulatory Association (“FINRA”) use sophisticated electronic surveillance techniques to uncover Insider trading. In recent years, criminal prosecution of Insiders has become much more common, particularly when Insiders were aware of their obligations under the securities laws and elected to ignore those obligations in acting on, or in tipping others concerning, Material Nonpublic Information.

4.3. Possible Disciplinary Actions

4.3.1. Employees of, and consultants or contractors to, the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include, but is not limited to, ineligibility for future participation in the Company’s equity incentive plans, termination of employment and/or referral to appropriate law enforcement and regulatory authorities.

5. Trading Guidelines and Requirements

5.1. Black-Out Periods and Trading Window

5.1.1. Financial Information Black-Out Period. The period beginning at the close of market on the 10th day prior to the end of the third calendar month of each fiscal quarter and ending at the beginning of the third Trading Day following the date of public disclosure of the financial results for that quarter is a particularly sensitive period of time for transactions in the Company’s stock from the perspective of compliance with applicable securities laws. This sensitivity is due to the fact that certain Insiders will, during that period, often possess Material Nonpublic Information about the expected financial results for the quarter during that period. Accordingly, the periods of time referred to above with respect to financial information are referred to as “financial black-out” periods. All directors and officers (and those other employees identified by the Company from time to time and who have been notified that they have been so identified) are prohibited from trading in the Company’s Securities during financial black-out periods.
       
5.1.2. Clinical Information Black-Out Period. It is common for pharmaceutical companies to come into possession of information concerning (i) the early results of clinical trials of product candidates, (ii) reported results of clinical trials of product candidates from Company personnel or from contractors, and/or (iii) information that results from the analyses of clinical trial results pertaining to product candidates. This information is highly sensitive due to the fact that certain Insiders may possess Material Nonpublic Information concerning the early results of the clinical trials, the yet unreported results of the clinical trials, or the scientific or medical inferences or conclusions that can be drawn from the early results or yet-unreported results of clinical trials. The periods of time during which the Company has received (i) information concerning the early results of clinical trials of product candidates, (ii) reported results of clinical trials of product candidates from Company personnel or contractors, and/or (iii) information that results from the analyses of clinical trial results pertaining to product candidates, are referred to as “clinical information black-out periods.” All directors and officers (and those other employees identified by the Company from time to time and who have been notified that they have been so identified) are prohibited from trading in the Company’s Securities during clinical information black-out periods.
     
5.1.3. Special Black-Out Periods. In addition, from time-to-time Material Nonpublic Information regarding the Company may be pending. While such information is pending, the Company may impose a special “black-out” period during which the same prohibitions and recommendations shall apply.
     
5.1.4. Mandatory Trading Window Related to Financial Information. To ensure compliance with this Policy and applicable federal and state securities laws, the Company requires that all directors and officers and those certain notified employees of the Company refrain from conducting transactions involving the purchase or sale of the Company’s Securities other than during the period (the “Trading Window”) commencing at the open of market on the third Trading Day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the close of market on the 10th day prior to the end of the third calendar month of the next fiscal quarter. During the Trading Window, if the Company is in a clinical information black-out period or special black-out period, the Company requires that all directors and officers and those certain identified employees of the Company refrain from conducting transactions involving the purchase or sale of the Company’s Securities even though the Trading Window may otherwise be open. The prohibition against trading during the financial black-out period, clinical information black-out period and special black-out period encompasses the fulfillment of “limit orders” by and broker for a director, officer, or employee, as applicable, and the brokers with whom any such limit order is placed must be so instructed at the time it is placed.
     
5.1.5. Material Developments Not Yet Disclosed. From time to time, the Company may also prohibit directors, officers and potentially a larger group of employees, consultants, and contractors from trading in the Company’s Securities because of material developments known to the Company and not yet disclosed to the public. In such event, directors, officers and such employees, consultants and contractors may not engage in any transaction involving the purchase or sale of the Company’s Securities and should not disclose to others the fact of such suspension of trading. The Company will re-open the Trading Window at the beginning of the third Trading Day following the date of public disclosure of the information, or at such time as the information is no longer material.
   
5.1.6. No Safe Harbor. It should be noted that even during the Trading Window, any person possessing Material Nonpublic Information concerning the Company, whether or not subject to the financial, clinical information or special black-out periods and Trading Window, should not engage in any transactions in the Company’s Securities until such information has been known publicly for at least two Trading Days, whether or not the Company has recommended a suspension of trading to that person. Trading in the Company’s Securities during the Trading Window should not be considered a “safe harbor,” and all directors, officers, employees, and other persons must use good judgment at all times in deciding whether to trade in the Company’s Securities.
     
5.1.7. Rule 10b5-1 Trading Plan Exemptions. The restrictions in paragraphs 5.1.1 – 5.1.6 do not apply to transactions made under an approved Rule 10b5-1 trading plan.

6. Applicability of Policy to Inside Information Regarding Other Companies

6.1. This Policy and the guidelines described herein also apply to Material Nonpublic Information relating to other companies, including the Company’s contractors and consultants (“Business Partners”), when that information is obtained in the course of employment with, or the performance of services on behalf of, the Civil and criminal penalties, and termination of employment, may result from trading on inside information regarding the Company’s Business Partners. All officers, directors, employees, consultants, and contractors should treat Material Nonpublic Information about the Company’s Business Partners with the same care required with respect to information related directly to the Company.

7. Definition of Material Nonpublic Information

7.1. It is not possible to define all categories of material information. However, information should be regarded as material if there is a reasonable likelihood that it would be considered important (within the total mix of information) to an investor in making an investment decision regarding the purchase or sale of the Company’s Securities.
     
7.2. While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered Examples of such information may include:
   
7.2.1. financial results;
7.2.2. known but unannounced future earnings or losses;
7.2.3. developments with existing products;
7.2.4. news of pending or proposed acquisitions;
7.2.5. news of the disposition or acquisition of significant assets;
7.2.6. early indications of clinical trial results;
7.2.7. known but unannounced clinical trial results;
7.2.8. known but unannounced analyses of clinical trial results;
7.2.9. significant developments related to intellectual property;
7.2.10. significant developments involving collaboration relationships;
7.2.11. new product candidate announcements of a significant nature;
7.2.12. significant litigation exposure due to actual or threatened litigation;
7.2.13. new equity or debt offerings;
7.2.14. major changes in senior management;
7.2.15. stock splits; and
7.2.16. changes in dividend policy.
     
7.3. Either positive or negative information may be material. Nonpublic information is information that has not been previously disclosed to the general public by press release or SEC filing and is otherwise not available to the general public.

8. Certain Exceptions

8.1. For purposes of this Policy, the Company considers the exercise of stock options for cash under the Company’s stock option plan exempt from this Policy, since the other party to these transactions is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement. However, the sale of any shares issued upon such exercise or purchase, and not a cashless exercise (accomplished by a sale of a portion of the shares issued upon exercise of an option), is not exempt.
   
8.2. For purposes of this Policy, the Company considers bona fide gifts of the Company’s Securities exempt from this Policy.
   
8.3. In addition, Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides affirmative defenses against insider trading claims if the person making the purchase or sale demonstrates that:
   
8.3.1. before becoming aware of the information, the person had:
   
8.3.1.1. entered into a binding contract to purchase or sell the security;
8.3.1.2. instructed another person to purchase or sell the security for the instructing person’s account; or
8.3.1.3. adopted a written plan for trading securities; and
   
8.3.2. such contract, instruction or plan must have:
   
8.3.2.1. specified the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased and sold;
8.3.2.2. included a written formula or algorithm, or computer program, for determining the amount of securities to be purchased or sold and the price at which and the date on which the securities were to be purchased or sold; or
8.3.2.3. did not permit the person to exercise any subsequent influence over how, when, or whether to effect purchases or sales; provided, in addition, that any other person who, pursuant to the contract, instruction or plan, did exercise such influence must not have been aware of the material nonpublic information when doing so; and
     
8.3.3. the purchase or sale that occurred was pursuant to the contract, instruction or plan. For example, a person will fail this requirement if the person alters or deviates from the contract, instruction or plan to purchase or sell securities, whether by changing the amount, price or timing of the purchase or sale, or if such person entered into or altered a corresponding or hedging transaction or position with respect to those securities.

9. Additional Guidance and Information – Directors and Officers

9.1. Directors and officers of the Company and certain other persons identified by the Company from time to time must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Exchange Act. The practical effect of these provisions is that officers, directors and such other persons who purchase and sell the Company’s Securities within a six-month period must disgorge all profits to the Company whether or not they had knowledge of any Material Nonpublic Information. Under these provisions, and so long as certain other criteria are met, neither the receipt of an option under the Company’s option plans, nor the exercise of that option is deemed a purchase under Section 16; however, the sale of any such shares is a sale under Section 16. Section 16 prohibits executive officers and directors from ever making a short sale of the Company’s stock. A short sale is a sale of securities not owned by the seller or, if owned, not delivered. Transactions in put and call options for the Company’s Securities may in some instances constitute a short sale or may otherwise result in liability for short-swing profits. All executive officers and directors of the Company and such other identified persons must confer with the Chief Financial Officer or the Audit Committee before effecting any such transaction. The Company does not permit short-swing and short sale transactions by executive officers or directors.
   
9.2. While employees who are not executive officers and directors are not prohibited by law from engaging in short sales of the Company’s Securities, the Company believes it is inappropriate for employees to engage in such transactions and therefore strongly discourages all employees from such activity.
   
9.3. The Company has provided or will provide, separate memoranda and other appropriate materials to its executive officers and directors and those identified employees regarding compliance with Section 16 and its related rules.

10. Hedging, Margin Accounts, and Pledging of Stock

10.1. Hedging or holding Company Securities in margin accounts, as well as pledging of Company Securities as collateral for loans, is strongly Hedging can have unintended consequences, and margin accounts authorize brokers to sell Company Securities to cover amounts owed to them. A forced sale could occur at a time when the individual has knowledge of material, nonpublic information about the Company. A similar result can occur when Company Securities are pledged as collateral for a loan.

11. Inquiries

11.1. Please direct your questions as to any of the matters discussed in this Policy to the Company’s outside counsel, Anthony Epps at epps.anthony@dorsey.com or the Chief Financial Officer.

Audit Committee Charter

Adopted by the Board of Directors on July 26, 2016

Organization

The Audit Committee (the “Audit Committee”) of the Board of Directors of Aytu BioPharma, Inc. (the “Company”) was established pursuant to Article II, Section 15 of the Bylaws of the Company.

  • The Audit Committee will be comprised of not less than three independent members of the Board of Directors (subject to any applicable exceptions permitted under the listing standards of the Company’s principal stock exchange).
  • The Board of Directors will appoint Committee members annually for a term of one year.
  • The Board of Directors will appoint a chairperson of the Audit Committee.
  • The Board of Directors may remove or replace any Committee member at any time.
  • Each Committee member must be able to read and understand the Company’s fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement.
  • At least one member of the Audit Committee must be an “audit committee financial expert” as defined under Item 407 of Regulation S-K having past employment experience in finance or accounting, professional certification in accounting, or comparable experience or background which results in the individual’s financial sophistication.
  • Except as otherwise permitted by the rules of the Company’s principal stock exchange, if the Company’s stock is listed, each Committee member (a) must be independent as defined in such stock exchange’s rules, (b) must not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof (other than in his or her capacity as a member of the Board of Directors, the Audit Committee or any other Board committee), (c) must not be an affiliated person of the Company or any of its subsidiaries and (d) must not have participated in the preparation of the Company’s financial statements at any time during the past three years.

Purpose

The Audit Committee shall:

Internal Controls

  • Evaluate whether management is appropriately communicating the importance of internal controls.
  • Appraise the extent to which the external auditors and any internal audit provider examine computer systems and applications, the security of such systems and contingency plans for processing financial information in the event of a systems breakdown.
  • Determine whether management responds in a timely fashion to internal control recommendations made by the external auditors and any internal audit provider.
  • Ensure that the external auditors and any internal audit provider have access to the Audit Committee with regard to issues of fraud, deficiencies in internal controls and related matters.

Financial Reporting

General

  • Oversee the accounting and financial reporting processes of the Company.
  • Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements.
  • Discuss with management and the external auditors and any internal audit provider significant risks and exposures and the plans to minimize such risks.

Annual Financial Statements

  • Consider the annual financial statements and determine whether they are consistent with the information known to Committee members.
  • Discuss judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of revenue recognition, tax valuation allowances and tax liabilities, long-lived assets and share-based compensation.
  • Meet with management and the external auditor, together and/or separately, to discuss the annual audited financial statements and results of the audit, including disclosures made in management’s discussion and analysis, and recommend the audited financial statements may be included in the Company’s Form 10-K.
  • Review the Company’s Form 10-K before its release and consider whether the information contained therein is consistent with members’ knowledge about the Company and its operations.
  • Obligate the external auditors to communicate all required matters to the Audit Committee.

Interim Financial Statements

  • Be briefed on how management develops and summarizes quarterly financial information, and the extent to which the external auditors review quarterly financial information.
  • Meet with management and, if a pre-issuance review was completed, with the external auditors, either telephonically or in person, to discuss the interim financial statements and the results of the review (this may be done by the Committee chairperson or the entire Committee).

Compliance with Laws and Regulations

  • Appraise the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) on any fraudulent acts or accounting irregularities.
  • Periodically obtain updates from management and the Company’s tax director regarding compliance.
  • Review the findings of any examinations by regulatory agencies such as the Securities and Exchange Commission.

Codes of Conduct and Ethics

  • Ensure that codes of conduct and ethics are formalized in writing and obligate management to communicate them to all employees.
  • Evaluate whether management is appropriately communicating the importance of the codes of conduct and ethics and the guidelines for acceptable business practices.
  • Review the program for monitoring compliance with the codes of conduct and ethics.
  • Periodically obtain updates from management regarding compliance with the codes of conduct and ethics.
  • Investigate possible violations of the Company’s codes of conduct and ethics, including actual or potential conflicts of interest and report the results and recommendations to the Board of Directors.
  • Review and approve any potential conflict of interest under the Company’s codes of conduct and ethics.

Internal Audit

  • Review the qualifications of the internal audit provider and concur in the appointment, replacement, reassignment or dismissal of that party.
  • Review the activities of the internal audit provider.

External Audit

  • The Audit Committee will be solely responsible for the appointment, compensation, retention and oversight of the external auditors, who shall report directly to the Audit Committee.
  • Instruct the external auditors that the Audit Committee, as the stockholders’ representative, is the external auditors’ client.
  • Review the external auditors’ proposed audit scope and approach.
  • Oversee the audit of the Company’s financial statements.
  • Review the performance of the external auditors to determine whether to retain or discharge the external auditors.
  • Obtain from the external auditors a formal written statement delineating all relationships between the external auditors and the Company, consistent with applicable rules of the Public Company Accounting Oversight Board, and actively engage in a dialogue with the external auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
  • Pre-approve the provision by the external auditors to the Company of all audit and permitted non-audit services.
  • Obtain from the external auditor reports required under the Sarbanes-Oxley Act of 2002.

Other Responsibilities

  • Meet with the external auditors, the internal audit provider and management in separate executive sessions to discuss any matters that the Audit Committee or these groups believe should be discussed privately.
  • Ensure that significant findings and recommendations made by the external auditors are dealt with in a timely fashion.
  • Meet with the external auditors, the internal audit provider and management to discuss significant changes to the Company’s auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the external auditors, the internal audit provider or management.
  • Review and approve related-party transactions before the Company engages in them.
  • Review with management or the Company’s counsel any legal matters that could have a significant impact on the Company’s financial statements.
  • Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) confidential, anonymous submissions by employees of the Company of concerns regarding questionable accounting or auditing matters.
  • Perform other oversight functions as requested by the Board of Directors.

Reporting Responsibilities

  • Regularly update the Board of Directors about the activities and recommendations of the Audit Committee.

General

  • A majority of the Committee members will constitute a quorum.
  • The Audit Committee will meet at least four times each year, or more frequently as required, and at such times and places as it deems advisable.
  • The Audit Committee will regularly report to the Board of Directors about its activities and recommendations.
  • The external auditors and any internal audit provider will have the right to appear before and be heard by the Committee.
  • The Audit Committee has the right, for the purpose of the proper performance of its functions, to meet at any reasonable time with the external auditors or any of the officers or employees of the Company.
  • The Audit Committee has the authority to engage and determine funding for independent counsel and other advisers as it deems necessary to carry out its duties.
  • The Audit Committee must determine, in its capacity as a committee of the Board of Directors, and the Company must provide for, appropriate funding for the payment of: (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company; (ii) compensation to any advisers employed by the Audit Committee as provided above; and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
  • The Audit Committee will review annually and update the charter of the Audit Committee and receive approval of changes from the Board of Directors.

Nominating and Governance Committee Charter

Approved by the Board of Directors on July 26, 2016

Organization

The Nominating and Governance Committee (the “Committee”) of the Board of Directors of Aytu BioPharma, Inc. (the “Company”) was established pursuant to Article II, Section 15 of the Bylaws of the Company. The Board of Directors will appoint Committee members annually for a term of one year. The Board of Directors may remove or replace any Committee member at any time. The Board of Directors will also appoint a chairperson for the Committee. The Committee will consist of not less than three directors. All Committee members must meet the independence requirements of the listing standards of the Company’s principal stock exchange (subject to any applicable exceptions permitted under such listing standards), if the Company’s stock is listed, and any other applicable laws, rules and regulations governing independence.

Purpose

The purpose of the Committee is to assist the Board in promoting the best interests of the Company and its stockholders through the implementation of sound corporate governance principles and practices. The Committee will accomplish this purpose by assisting the Board in identifying individuals qualified to become Board members and recommending to the Board director nominees for the annual meeting of stockholders, reviewing the composition of the Board and its committees, developing and recommending to the Board corporate governance guidelines and overseeing the annual review of Board, Board committee and director performance. The Committee shall take a leadership role in shaping the corporate governance policies and practices of the Company.

Duties and Responsibilities

The Committee shall have the following duties and responsibilities:

Nominations and Governance

  • Develop and recommend to the Board minimum qualifications for director nominees.
  • Identify and evaluate potential candidates for all directorships to be filled by the Board of Directors or by the stockholders, in such manner as the Committee deems appropriate. In evaluating potential director nominees, the Committee shall take into account all factors, including diversity, it considers relevant and appropriate.
  • Recommend to the Board a slate of nominees for election as directors at the Company’s annual meeting of stockholders.
  • Recommend to the Board individuals to be appointed as directors in connection with director vacancies and any newly created directorships.
  • Review the size and composition of the Board and its committees, taking into account such factors as the company’s stage and size, business experience and specific areas of expertise of each director, and make recommendations to the Board as necessary.
  • Develop and recommend to the Board appropriate corporate governance guidelines. The Committee shall review the guidelines on an annual basis, or more frequently if appropriate, and recommend changes to the Board as necessary.
  • Develop and recommend to the Board an annual self-evaluation process for the Board, its committees and individual directors. The Committee shall oversee the annual self-evaluation process.
  • Make recommendations to the Board with respect to potential successors to the Chief Executive Officer and Chairman, if any, of the Board.
  • Develop and recommend to the Board annual management succession and career development plans with respect to the Company’s senior management, including the Chief Financial Officer, Chief Operating Officer, and any other officer the Board deems necessary or appropriate. The Chief Executive Officer may participate, in the Committee’s discretion, in developing these plans.

General

  • The Committee will meet at least once a year and at such other times and places as it deems appropriate and will regularly update the Board of Directors about committee activities and recommendations.
  • To carry out its duties and responsibilities, the Committee may retain a search firm to assist it in identifying director and executive candidates and may also retain outside counsel and other advisors as it deems necessary. The Committee shall have sole authority to approve related fees and retention terms of any such search firm or other advisor.
  • A majority of the Committee members will constitute a quorum.
  • The Committee will review and assess the adequacy of this charter annually and recommend changes to the Board. The Board of Directors must approve any amendments to this charter.

Compensation Committee Charter

Approved by the Board of Directors on July 26, 2016

Organization

The Compensation Committee (the “Committee”) of the Board of Directors of Aytu BioPharma, Inc. (the “Company”) was established pursuant to Article II, Section 15 of the Bylaws of the Company. The Board of Directors will appoint Committee members annually for a term of one year. The Board of Directors may remove or replace any Committee member at any time. The Board of Directors will also appoint the chairperson for the Committee. The Committee will consist of not less than three directors. All Committee members must meet the independence requirements of the listing standards of the Company’s principal stock exchange (subject to any applicable exceptions permitted under such listing standards), if the Company’s stock is listed, and any other applicable laws, rules and regulations governing independence. In determining whether a director is eligible to serve on the Committee, the Company’s Board of Directors must affirmatively determine whether a director has a relationship to the Company which is material to that director’s ability to be independent from management of the Company in connection with the duties of a Compensation Committee member, including, but not limited to (i) the source of compensation of such director, including any consulting, advisory or other compensatory fee paid by the Company to such director, and (ii) whether such director is affiliated with the Company, a subsidiary of the Company or an affiliate of a subsidiary of the Company.

Purpose

The purpose of the Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers and employees, and relating to the administration of the Company’s equity compensation, retirement, incentive compensation and benefit plans generally.

Duties and Responsibilities

The Committee shall have the following specific duties and responsibilities:

  • The Committee shall have the sole authority to determine the compensation of the Company’s principal executive officer and to review and approve the compensation of the Company’s other executive officers.
  • The Committee, to the extent it deems necessary or appropriate, shall:
  • Annually review and approve the compensation of the Company’s principal executive officer and other executive officers, including such goals and objectives relevant to the executive officers’ compensation that the Committee, in its discretion, determines are appropriate, evaluate their performance in light of those goals and objectives, and set their compensation based on this evaluation. In determining the compensation of the principal executive officer, the Committee shall not permit the principal executive officer to participate in its deliberations. The Committee shall be entitled to consider the recommendations of the principal executive officer in connection with the compensation of other executive officers and, in the Committee’s discretion, the principal executive officer may participate in the Committee’s deliberations with respect thereto.
  • Review and approve the compensation of other officers and employees of the Company that the Committee may specify from time to time, and delegate authority to specified executive officer(s) to review and approve the compensation of other non-executive officer employees.
  • The Committee shall annually review the Company’s compensation policies and practices to determine whether they encourage excessive risk-taking. The Committee shall review and evaluate at least annually the relationship between risk management policies and practices and compensation and evaluate compensation policies and practices that could mitigate any such risk.
  • The Committee shall annually review with the principal executive officer and any other officer or member of management, as appropriate, the material criteria used by the principal executive officer and management in evaluating employee performance throughout the Company and in establishing appropriate compensation, retention, incentive, severance and benefit policies and programs.
  • The Committee shall prepare any analysis or report on executive compensation required to be included in the Company’s proxy statement and periodic reports pursuant to applicable federal securities rules and regulations, and recommend the inclusion of such analysis or report in the Company’s proxy statement and periodic reports.
  • The Committee shall annually review the compensation of the Company’s directors and recommend changes to the compensation of the Board of Directors.
  • The Committee shall oversee the administration of, and periodically review and make changes to, the incentive compensation plans, equity-based compensation plans, and any material employee benefit, bonus, retirement, severance and other compensation plans of the Company. The Committee may delegate authority to specific executive officer(s) to review and approve equity awards to certain non-officer employees as the Committee may specify from time to time in accordance with the plan under which such awards are made.
  • The Committee shall perform such duties and responsibilities as may be assigned to the Committee under the terms of any compensation plan of the Company.
         

In addition to the specific powers set forth in this charter, the Committee shall have such powers as may be necessary or appropriate for it to efficiently carry out its duties hereunder.

General

  • A majority of the Committee shall constitute a quorum.
  • The Committee shall meet at least twice each year, and more frequently as it determines necessary, and at such times and places as it deems appropriate.
  • The Committee shall regularly update the Board of Directors about its activities and recommendations.
  • The Committee shall have the specific duties, responsibilities and authority required by the listing rules of the Company’s principal stock exchange for such committees.
  • To carry out its duties and responsibilities, the Committee, in its sole discretion, may retain and, in the event of such retention, shall be directly responsible for oversight of the work of a compensation consulting firm, legal counsel and other advisors as it deems appropriate to assist it in the evaluation of the compensation of directors, the principal executive officer or the other executive and non-executive officers of the Company, and the fulfillment of its other duties. The Committee shall have sole authority to approve related fees and retention terms of any such consulting firm or other advisor. The Committee may select, or receive advice from, a compensation consultant, legal counsel or other advisor to the Committee, other than in-house legal counsel, if any, only after taking into consideration the following factors:
  • the provision of other services to the Company by the person that employs the compensation consultant, legal counsel or other adviser;
  • the amount of fees received from the Company by the person that employs the compensation consultant, legal counsel or other adviser, as a percentage of the total revenue of the person that employs the compensation consultant, legal counsel or other adviser;
  • the policies and procedures of the person that employs the compensation consultant, legal counsel or other adviser that are designed to prevent conflicts of interest;
  • any business or personal relationship of the compensation consultant, legal counsel or other adviser with a member of the Committee;
  • any stock of the Company owned by the compensation consultant, legal counsel or other adviser; and
  • any business or personal relationship of the compensation consultant, legal counsel, other adviser or the person employing the adviser with an executive officer of the Company;
  • provided, however, that the Committee is not required to conduct an independence assessment for a compensation adviser that acts in a role limited to the following activities for which no disclosure is required under Item 407(e)(3)(iii) of Regulation S-K:
    (a) consulting on any broad-based plan that does not discriminate in scope, terms, or operation, in favor of executive officers or directors of the Company, and that is available generally to all salaried employees; and/or
    (b) providing information that either is not customized for the Company or that is customized based on parameters that are not developed by the adviser, and about which the adviser does not provide advice.
  • The Committee shall review and assess the adequacy of this charter annually and recommend changes to the Board of Directors. The Board of Directors must approve any amendments to this charter.
  • The Committee shall have full access to all books and records of the Company in carrying out its duties

California Comprehensive Compliance Program 2025 Declaration of Compliance

Completed November 18, 2024

Based on internal assessments, completed November 18, 2024, Aytu BioPharma, Inc. is in all material respects and to the best of its knowledge, in compliance with the Aytu BioPharma California Comprehensive Compliance Program as well as requirements reflected and its good faith understanding of the California Health and Safety Code 119400-119402 for the calendar year of January 1, 2025 – December 31, 2025. In addition, Aytu will continue to monitor for violations or non-compliance, and if such violations are identified, Aytu will investigate and respond promptly and in accordance with the California Comprehensive Compliance Program.

A copy of this guide can be obtained by calling 1-855-Aytu Bio.

1. Introduction

As part of the Aytu BioPharma, Inc. commitment to compliance and the laws and regulations that govern the pharmaceutical and marketing activities in the U.S., Aytu has developed the California Comprehensive Compliance Program. The Aytu Compliance Program has been developed in accordance to the regulations set forth in the California Health and Safety Code, Section 119400-119402, “Compliance Program Guidance for Pharmaceutical Manufacturers” published by the U.S. Department of Health and Human Services Office of Inspector General (OIG), “Code of Interactions with Healthcare Professionals” published by the Pharmaceutical Research and Manufactures of America (PhRMA).

The Aytu Compliance Program is not static and will continue to change in accordance with the law. Furthermore, the OIG guidance states that the policies within each pharmaceutical company should be tailored to the unique nature of the company itself. Therefore, the Aytu Compliance Program has been tailored in accordance to its individual products. The compliance standards for our pharmaceutical products will be in accordance to the standards stated within the “PhRMA Code of Interactions with Healthcare Professionals”.

The Aytu California Compliance Program is part of our internal company compliance program.

2. Compliance Officer

Our Compliance Officer acts as our Chief Financial Officer (CFO). As part of our on-going commitment to compliance, our Compliance Officer has regular (quarterly) meetings with our Board members and works to oversee the training and implementation of our compliance program.

3. Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics is distributed to all Aytu employees at the start of employment with the company and when any changes take place. The Business Code of Conduct and Ethics is a universal statement that explains our values, ethical principles and will help to guide day-to-day operation.

In addition to the Code of Business Conduct and Ethics and Aytu policies and procedures, each Aytu field representative or any Aytu employee who has interactions with Health Care Professionals will receive an additional Compliance Manual aligned to their product. The Pharmaceutical Compliance Manual will be used for those responsible for sales and marketing as related to any Aytu Pharmaceutical drug product.

Field-based employees’ may offer items designed primarily for the education of patients or healthcare professional where permitted by law and as long as the items are not of substantial value nor have value outside of his/her professional responsibilities. These items may include educational DVDs, Anatomical DVDs, or USBs with educational slides.

Aytu field employee interactions with healthcare and medical professionals must be focused on providing scientific and educational information and supporting medical information. The information must be accurate and not misleading, make claims about a product only when substantiated, reflect balance between risks and benefits, and be consistent with all FDA requirements governing such communications. Additionally, Aytu field employees or Aytu appointed speakers may speak on behalf of Aytu. The events focus on educating and informing other healthcare professionals about the benefits, risks and appropriate uses of Aytu products. During these events/discussions, Aytu may provide meals of modest value as stated with the Aytu Compliance Manual.

4. Training and Education

Aytu is committed to the continued growth and education of its employees and those working on behalf of the company. All employees are trained annually on all compliance policies as it relates to the function of their job and the laws that impact their daily interactions. This training will commence upon the on- boarding of each employee and will occur upon any additional changes. On-going training and certification will be made available, and the Compliance Committee is responsible for completing on- going email and communication as reminders and continued education throughout the calendar year.

Training is reviewed, approved, and updated on an on-going basis to ensure that all information is clear and consistent with all laws and regulations.

5. Communication – Hotline

Aytu encourages its employees to communicate openly with their direct supervisors or other appropriate personnel about observed illegal or unethical behavior or when in doubt of the best action in a particular situation. Any employee who suspects a violation of the Code of Ethics or any law or regulation, should bring the matter to the attention of the Chair of the Audit Committee or Outside Counsel as soon as possible. Aytu’s policy is to not allow retaliation for reports of misconduct by others made in good faith by employees. Aytu employees are required to cooperate in all internal investigations of misconduct.

Also, Aytu employees may anonymously, submit a good-faith concern by phone at 1-844-Tell AYTU or go to www.intouchwebsite.com/TellAytuBio and report an incident.

6. Audits

The Aytu Compliance Program includes ongoing monitoring and audits of all activities related to interactions with healthcare and medical professionals of our employees. Primarily, our management team is responsible for daily review and confirmation of compliance within their individual teams. Through random audits and continued monitoring of resources used by our field associates and internal employees, we are able to review and track issues that should be investigated. The frequency of the audits varies specifically on changes in business practices and internal resources.

7. Non-Compliance

Aytu audits and resulting information will be followed up on with the individual field employee promptly and violations will be addressed individually. Violations will be reviewed, and disciplinary action will be assessed internally and be consisted with internal policy. Issues with non-compliance will be used to further assess any additional information that should be added or updated in our compliance program and will assist in evaluating needs for additional training and/or resources.

8. Maximum Annual Limits

As stated in the California Health and Safety Code, Section 119400-119402, Aytu has established maximum annual limits for gifts, promotional materials, or items or activities that Aytu may provide to a California Healthcare or Medical Professional. This limit is set to $2000 annually for educational items, product literature, and related Aytu items and are in accordance with Aytu Compliance policy and state and federal regulations. Aytu employees are prohibited to provide or offer gifts, entertainment or entry to recreational events to any HCP or Health Care Organization employee. Aytu acknowledges that a majority of health and medical professionals receive significantly less the $2000 maximum annual limit stated within the Comprehensive Compliance Policy.

The maximum annual limit does not include drug samples intended for free distribution to patients, as well as financial support for continuing medical education nor financial support for health educational scholarships.

9. Summary

Aytu is committed to the on-going compliance of its employees and associates working on behalf of the company. The California Comprehensive Compliance Program is part of our overall training program which includes the “Compliance Program Guidance for Pharmaceutical Manufacturers” published by the U.S. Department of Health and Human Services Office of Inspector General (OIG), “Code of Interactions with Healthcare Professionals” published by the Pharmaceutical Research and Manufactures of America(PhRMA).

All materials listed within this document can be obtained by calling 1-855-AYTU BIO.

Audit Committee Charter

Adopted by the Board of Directors on July 26, 2016

Organization

The Audit Committee (the “Audit Committee”) of the Board of Directors of Aytu BioPharma, Inc. (the “Company”) was established pursuant to Article II, Section 15 of the Bylaws of the Company.

  • The Audit Committee will be comprised of not less than three independent members of the Board of Directors (subject to any applicable exceptions permitted under the listing standards of the Company’s principal stock exchange).
  • The Board of Directors will appoint Committee members annually for a term of one year.
  • The Board of Directors will appoint a chairperson of the Audit Committee.
  • The Board of Directors may remove or replace any Committee member at any time.
  • Each Committee member must be able to read and understand the Company’s fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement.
  • At least one member of the Audit Committee must be an “audit committee financial expert” as defined under Item 407 of Regulation S-K having past employment experience in finance or accounting, professional certification in accounting, or comparable experience or background which results in the individual’s financial sophistication.
  • Except as otherwise permitted by the rules of the Company’s principal stock exchange, if the Company’s stock is listed, each Committee member (a) must be independent as defined in such stock exchange’s rules, (b) must not accept directly or indirectly any consulting, advisory or other compensatory fee from the Company or any subsidiary thereof (other than in his or her capacity as a member of the Board of Directors, the Audit Committee or any other Board committee), (c) must not be an affiliated person of the Company or any of its subsidiaries and (d) must not have participated in the preparation of the Company’s financial statements at any time during the past three years.

Purpose

The Audit Committee shall:

Internal Controls
  • Evaluate whether management is appropriately communicating the importance of internal controls.
  • Appraise the extent to which the external auditors and any internal audit provider examine computer systems and applications, the security of such systems and contingency plans for processing financial information in the event of a systems breakdown.
  • Determine whether management responds in a timely fashion to internal control recommendations made by the external auditors and any internal audit provider.
  • Ensure that the external auditors and any internal audit provider have access to the Audit Committee with regard to issues of fraud, deficiencies in internal controls and related matters.

Financial Reporting

General
  • Oversee the accounting and financial reporting processes of the Company.
  • Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statements.
  • Discuss with management and the external auditors and any internal audit provider significant risks and exposures and the plans to minimize such risks.

Annual Financial Statements

  • Consider the annual financial statements and determine whether they are consistent with the information known to Committee members.
  • Discuss judgmental areas such as those involving valuation of assets and liabilities, including, for example, the accounting for and disclosure of revenue recognition, tax valuation allowances and tax liabilities, long-lived assets and share-based compensation.
  • Meet with management and the external auditor, together and/or separately, to discuss the annual audited financial statements and results of the audit, including disclosures made in management’s discussion and analysis, and recommend the audited financial statements may be included in the Company’s Form 10-K.
  • Review the Company’s Form 10-K before its release and consider whether the information contained therein is consistent with members’ knowledge about the Company and its operations.
  • Obligate the external auditors to communicate all required matters to the Audit Committee.

Interim Financial Statements

  • Be briefed on how management develops and summarizes quarterly financial information, and the extent to which the external auditors review quarterly financial information.
  • Meet with management and, if a pre-issuance review was completed, with the external auditors, either telephonically or in person, to discuss the interim financial statements and the results of the review (this may be done by the Committee chairperson or the entire Committee).

Compliance with Laws and Regulations

  • Appraise the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) on any fraudulent acts or accounting irregularities.
  • Periodically obtain updates from management and the Company’s tax director regarding compliance.
  • Review the findings of any examinations by regulatory agencies such as the Securities and Exchange Commission.

Codes of Conduct and Ethics

  • Ensure that codes of conduct and ethics are formalized in writing and obligate management to communicate them to all employees.
  • Evaluate whether management is appropriately communicating the importance of the codes of conduct and ethics and the guidelines for acceptable business practices.
  • Review the program for monitoring compliance with the codes of conduct and ethics.
  • Periodically obtain updates from management regarding compliance with the codes of conduct and ethics.
  • Investigate possible violations of the Company’s codes of conduct and ethics, including actual or potential conflicts of interest and report the results and recommendations to the Board of Directors.
  • Review and approve any potential conflict of interest under the Company’s codes of conduct and ethics.

Internal Audit

  • Review the qualifications of the internal audit provider and concur in the appointment, replacement, reassignment or dismissal of that party.
  • Review the activities of the internal audit provider.

External Audit

  • The Audit Committee will be solely responsible for the appointment, compensation, retention and oversight of the external auditors, who shall report directly to the Audit Committee.
  • Instruct the external auditors that the Audit Committee, as the stockholders’ representative, is the external auditors’ client.
  • Review the external auditors’ proposed audit scope and approach.
  • Oversee the audit of the Company’s financial statements.
  • Review the performance of the external auditors to determine whether to retain or discharge the external auditors.
  • Obtain from the external auditors a formal written statement delineating all relationships between the external auditors and the Company, consistent with applicable rules of the Public Company Accounting Oversight Board, and actively engage in a dialogue with the external auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the external auditors.
  • Pre-approve the provision by the external auditors to the Company of all audit and permitted non-audit services.
  • Obtain from the external auditor reports required under the Sarbanes-Oxley Act of 2002.

Other Responsibilities

  • Meet with the external auditors, the internal audit provider and management in separate executive sessions to discuss any matters that the Audit Committee or these groups believe should be discussed privately.
  • Ensure that significant findings and recommendations made by the external auditors are dealt with in a timely fashion.
  • Meet with the external auditors, the internal audit provider and management to discuss significant changes to the Company’s auditing and accounting principles, policies, controls, procedures and practices proposed or contemplated by the external auditors, the internal audit provider or management.
  • Review and approve related-party transactions before the Company engages in them.
  • Review with management or the Company’s counsel any legal matters that could have a significant impact on the Company’s financial statements.
  • Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (ii) confidential, anonymous submissions by employees of the Company of concerns regarding questionable accounting or auditing matters.
  • Perform other oversight functions as requested by the Board of Directors.

Reporting Responsibilities

  • Regularly update the Board of Directors about the activities and recommendations of the Audit Committee.

General

  • A majority of the Committee members will constitute a quorum.
  • The Audit Committee will meet at least four times each year, or more frequently as required, and at such times and places as it deems advisable.
  • The Audit Committee will regularly report to the Board of Directors about its activities and recommendations.
  • The external auditors and any internal audit provider will have the right to appear before and be heard by the Committee.
  • The Audit Committee has the right, for the purpose of the proper performance of its functions, to meet at any reasonable time with the external auditors or any of the officers or employees of the Company.
  • The Audit Committee has the authority to engage and determine funding for independent counsel and other advisers as it deems necessary to carry out its duties.
  • The Audit Committee must determine, in its capacity as a committee of the Board of Directors, and the Company must provide for, appropriate funding for the payment of: (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for the Company; (ii) compensation to any advisers employed by the Audit Committee as provided above; and (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
  • The Audit Committee will review annually and update the charter of the Audit Committee and receive approval of changes from the Board of Directors.

Code of Ethics for CEO and Senior Financial Officers

Approved by the Board of Directors on July 26, 2016

Aytu BioPharma, Inc. (the “Company”) has a Code of Business Conduct and Ethics (the “Code of Conduct”) applicable to all directors and employees of the Company. The Chief Executive Officer (“CEO”) and all senior financial officers, including the Chief Financial Officer and the principal accounting officer or controller, or persons performing similar functions (each a “Senior Financial Officer”), are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Conduct, the CEO and Senior Financial Officers are subject to the following additional specific policies (this “Code”):

  1. The CEO and all Senior Financial Officers are responsible for full, fair, accurate, timely and understandable disclosure in the reports and documents filed by the Company with the Securities and Exchange Commission and in other public communications made by the Company. Accordingly, it is the responsibility of the CEO and each Senior Financial Officer promptly to bring to the attention of the Audit Committee any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist the Audit Committee in fulfilling its responsibilities as specified on financial reporting and disclosure.
     
  2. The CEO and all Senior Financial Officers shall act honestly, ethically, in good faith, responsibly, with due care, competence and diligence, and without misrepresenting material facts or allowing their independent judgment to be subordinated.
         
  3. The CEO and all Senior Financial Officers shall respect the confidentiality of information acquired in the course of their work except when authorized or otherwise legally obligated to disclose such information. Confidential information acquired in the course of their work may not be used for personal advantage.
     
  4. The CEO and all Senior Financial Officers shall use any and all Company assets and resources employed or entrusted to them in a responsible manner.
     
  5. The CEO and all Senior Financial Officers shall, and shall strive to ensure that all other officers and employees, carry out their duties in compliance with all applicable governmental laws, rules and regulations. 
     
  6. The CEO and each Senior Financial Officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data or (b) any fraud, whether or not material, that involves any director, officer or other employee who has a significant role in the Company’s financial reporting, disclosure or internal controls for disclosure and financial reporting.
     
  7. The CEO and each Senior Financial Officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning any actual or apparent conflict of interest, whether in the past, ongoing or contemplated, between personal and professional relationships, involving himself or herself or any other officer or employee or director who has a significant role in the Company’s financial reporting, disclosure or internal controls for disclosure and financial reporting.
     
  8. The CEO and each Senior Financial Officer shall promptly bring to the attention of the Audit Committee any information he or she may have concerning evidence of any violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Conduct or of this Code.
     
  9. The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Conduct or of this Code by the CEO and the Senior Financial Officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Conduct and to this Code, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits, and termination of the individual’s employment, all as determined by the Board. In determining what action is appropriate in a particular case, the Board or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

Code of Business Conduct and Ethics

Adopted July 28, 2022
Policy NameCode of Business Conduct and Ethics
Policy NumberHR100-07012021
Applicable toAll Aytu BioPharma Employees
SOP OwnerHuman Resources
Effective Date7/1/2021
Last Revision Date 

Scope and Purpose

The Code seeks to deter wrongdoing and to promote:

  • Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;
  • Full, fair, accurate, timely and understandable disclosure in reports and documents that Aytu files with, or submits to, the Securities and Exchange Commission (the “SEC”) and in other public communications made by Aytu;
  • Compliance with applicable governmental laws, rules, and regulations;
  • The prompt internal reporting to an appropriate person or persons identified in the Code of violations of the Code; and
  • Accountability for adherence to the Code.

This policy applies to all Aytu BioPharma employees.

 

Policy

Introduction

  1. This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all directors, officers and employees of Aytu BioPharma, Inc. (together with its subsidiaries, if any, the “Company” or “Aytu”). All directors, officers, and employees of Aytu must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by Aytu’s agents and representatives, including consultants.
  2. If you violate the standards in the Code, you may be subject to disciplinary action, up to and including termination of employment. If you are in a situation that you believe may violate or lead to a violation of the Code, contact the Chief Executive Officer, Chief Financial Officer, the Chair of the Audit Committee, or Aytu’s outside counsel, Dorsey & Whitney, LLP, ATTN: Anthony Epps (“Outside Counsel”), or report it anonymously through Aytu’s ethics hotline (Dial-in: 1-844-TELL-AYTU (1-844-835-5298); Website:www.intouchwebsite.com/TellAytuBio; Email: TellAytuBio@getintouch.com).
  3. If a law conflicts with a policy in the Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation. However, this Code supersedes all other codes of conduct, policies, procedures, instructions, practices, rules or written or verbal representations to the extent that they are inconsistent with the Code. We are committed to periodically reviewing and updating the Company’s policies and procedures. The Code, therefore, is subject to modification by the Board of Directors of the Company (the “Board”) or a committee thereof.
  4. Nothing in this Code, in any Aytu policies and procedures, or in other related communications (verbal or written) creates or implies an employment contract or term of employment or appointment for any person.
  5. Obeying the law is the foundation on which Aytu’s ethical standards are built. You must comply with applicable laws, rules, and regulations. Although you are not expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors or other appropriate personnel.

Compliance at Aytu

Aytu intends to establish a structured compliance system to support legal and ethical actions throughout the Company. Compliance with this policy will be led by the Chief Financial Officer and the Audit Committee, but the responsibility for compliance is shared by all employees. The Chief Financial Officer will be responsible for overseeing the Aytu compliance system, including maintaining current policies, conducting training, auditing, monitoring, testing, communication, investigations, and enforcement. The Chief Financial Officer will provide oversight for compliance strategy and keep the Board and the Audit Committee informed of significant compliance issues, risks and trends.

 

Conflicts of Interest

A “conflict of interest” exists when a person’s private interests interfere or conflict in any way with the interests of Aytu or impair or could be perceived to impair a person’s business judgment. Decisions should be made strictly on the basis of Aytu’s best interests, without regard to personal concerns. You should avoid situations that present potential conflicts of interest, either real or perceived, and should not engage in activities that would make it difficult or appear to make it difficult for you to perform your work objectively and effectively. Examples of when a conflict of interest or potential conflict of interest may arise include but are not limited to:

  • When a director, officer or employee takes actions or has interests that may make it difficult to perform his or her work objectively and effectively.
  • When a director, officer or employee, or his or her relative or significant other, receives improper personal benefits as a result of his or her position with Aytu.
  • When an employee works simultaneously for a competitor or, except on Aytu’s behalf, a customer or supplier. You are not allowed to work for a competitor in any capacity.
  • When a director, officer or employee serves as a member of the board of directors or advisory board of any company that competes with Aytu.
  • When a director, officer or employee invests in a customer, supplier, developer or competitor of Aytu. In deciding whether to make such an investment, you should consider the size and nature of the investment, your ability to influence decisions of Aytu or of the other company, your access to confidential information of Aytu or of the other company, and the nature of the relationship between Aytu and the other company.
  • When a director, officer or employee conducts Aytu business with a relative or significant other, or with a business with which a relative or significant other is associated in any significant role.

Relatives include spouse, sister, brother, daughter, son, mother, father, grandparents, aunts, uncles, nieces, nephews, cousins, step relationships and in-laws. Significant others include persons living in a spousal or familial fashion (including same sex) with an employee, officer or director.

Conflicts of interest should be avoided and in all cases must promptly be disclosed fully to the Chief Executive Officer or the Chair of the Audit Committee. In the case of any director, the Chief Executive Officer or any other executive officer, disclosure must be made to the Audit Committee or Outside Counsel. Following such disclosure, the matter shall be considered by the full Board in order to determine what, if any, corrective action is required. In the case of any other employee, disclosure must be made to the Chief Executive Officer or Outside Counsel. Following such disclosure, the matter shall be considered by the Chief Executive Officer or shall be considered pursuant to any guidelines approved by the Chief Executive Officer in order to determine what, if any, corrective action is required. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or Aytu’s Chief Executive Officer or Outside Counsel. If you become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor or other appropriate personnel or consult the procedures described in Section 3.27 of this Code.

 

Public Disclosure of Information

The federal securities laws require Aytu to disclose certain information in various reports that the Company must file with or submit to the SEC. In addition, from time to time, Aytu makes other public communications, such as issuing press releases.

Aytu expects all directors, officers, and employees who are involved in the preparation of SEC reports or other public documents to ensure that the information disclosed in those documents is complete, fair, accurate, timely and understandable.

To the extent that you reasonably believe that questionable accounting or auditing conduct or practices have occurred or are occurring, you should report those concerns to the Chair of Aytu’s Audit Committee, Outside Counsel or anonymously through Aytu’s ethics hotline.

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