[144] Taboola.com Ltd. SEC Filing

Rhea-AI Filing Summary

Veru Inc. (VERU) filed an 8-K disclosing results from its 25 July 2025 special shareholder meeting.

• Reverse stock split: Shareholders approved an amendment authorising the Board to implement a reverse split at any ratio between 1-for-2 and 1-for-20. Votes: 98,869,209 FOR, 7,080,957 AGAINST, 1,013,920 ABSTAIN; 0 broker non-votes.
• Adjournment proposal: Also approved with 100,083,638 FOR, 6,212,862 AGAINST, 667,586 ABSTAIN.

Out of 146,583,920 eligible shares, about 106.9 million (≈73%) were voted. No other matters were considered.

Positive

• Strong shareholder support: 92.5% of votes cast favored granting reverse split authority, reflecting confidence in board discretion.
• Flexible ratio range: Approval covers 1-for-2 to 1-for-20, giving management broad capital-structure options.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Shareholders grant board wide authority for a reverse split; neutral but increases capital-structure flexibility.

The decisive approval—over 92% of votes cast—gives Veru’s board discretion to choose a split ratio anywhere from 1-for-2 to 1-for-20. While the filing does not specify the board’s intent or timing, the mandate equips management with a tool to alter share count and price when deemed advantageous. Approximately 73% of outstanding shares participated, indicating adequate but not overwhelming engagement. Because no split is immediately effected, today’s disclosure is procedurally important yet financially neutral until the board selects a ratio.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	19724	65919.58	321404866	07/25/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/01/2025	Restricted Stock	Issuer			19724	05/01/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	07/22/2025	19724	70022.17
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	07/15/2025	18005	65363.55
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	07/11/2025	18006	65916.36
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	07/07/2025	14803	54327.01
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/30/2025	14802	54323.34
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/23/2025	19370	69927.64
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/18/2025	15000	54765.00
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/11/2025	10000	36012.00
LYNDA CLARIZIO 16 Madison Square West 7th Floor New York NY 10010	Common	06/10/2025	7000	24817.10

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did VERU shareholders approve at the July 25, 2025 special meeting?

They authorized the Board to enact a reverse stock split at a ratio between 1-for-2 and 1-for-20 and approved meeting adjournment.

What were the vote totals for Veru's reverse stock split proposal?

For: 98,869,209; Against: 7,080,957; Abstain: 1,013,920; Broker non-votes: 0.

How many VERU shares were eligible to vote at the special meeting?

A total of 146,583,920 common shares were eligible to vote.

What split ratios can Veru's board now choose?

Any ratio from 1-for-2 to 1-for-20 as approved in the amendment.

Who signed Veru's Form 8-K filing?

Chief Financial Officer and Chief Administrative Officer Michele Greco signed the report.