Veru SEC Filings

Veru Inc. has transformed into a late clinical stage biopharmaceutical company after selling its FDA-approved FC2 Female Condom business on December 30, 2024, a strategic shift that had a major effect on operations and financial results. The company now focuses on two drug candidates: enobosarm for obesity patients receiving GLP-1 receptor agonists and sabizabulin for inflammation in atherosclerotic cardiovascular disease.

Enobosarm, an oral selective androgen receptor modulator, produced positive Phase 2b QUALITY trial results in older obese patients on semaglutide, delivering a 100% relative reduction in lean mass loss at the 3 mg dose (p<0.001) and shifting weight loss almost entirely to fat. Extension data showed that enobosarm monotherapy reduced weight and fat regain after semaglutide was stopped, while maintaining a favorable safety profile. Veru plans a Phase 2b PLATEAU study in about 200 patients with obesity starting GLP-1 therapy and is developing a modified-release oral formulation it expects to use in Phase 3.

Sabizabulin, a microtubule disruptor targeting inflammatory pathways, is being advanced for stable coronary artery disease following an FDA pre-IND meeting, with an initial Phase 2 study planned to lower high-sensitivity C-reactive protein. Veru highlights risks from its history of losses, current lack of commercial revenue, dependence on external funding and Nasdaq listing compliance, and notes a 1-for-10 reverse stock split effective August 8, 2025. The board oversees an enterprise-wide cybersecurity program, and the company reports no cybersecurity threats that have materially affected its business to date.

Veru Inc. released a press release announcing its financial results for the year ended September 30, 2025, and made that release available to investors as an exhibit to a current report. The press release is included as Exhibit 99.1.

The company furnished this information rather than formally filing it, so it is not treated as filed under certain securities law provisions or automatically included in other reports unless it is specifically referenced there.

Veru Inc. announced an underwritten public offering of 8,400,000 shares of common stock (or pre-funded warrants in lieu of shares), each sold together with Series A and Series B warrants to purchase up to 8,400,000 shares each, at a combined public offering price of $3.00 per share and accompanying warrants.

The company expects net proceeds of approximately $23.4 million, with closing anticipated on or about October 31, 2025, subject to customary conditions. The offering is made off Veru’s effective Form S-3 shelf. Pre-funded warrants are immediately exercisable at $0.001 per share, with holder ownership limits of 4.99% (or 9.99% upon election). Series A warrants are immediately exercisable at $3.00 and expire five years from issuance. Series B warrants are immediately exercisable at $3.00 and expire on the earlier of three years from issuance or achievement of specified clinical and stock price thresholds. Veru and its directors and officers agreed to a 90‑day lock-up, subject to exceptions.

Veru Inc. launched a primary offering of 1,400,000 shares of common stock and pre-funded warrants to purchase up to 7,000,000 shares, together with Series A warrants to purchase up to 8,400,000 shares and Series B warrants to purchase up to 8,400,000 shares. The combined public offering price is $3.00 per share with warrants (or $2.999 with a pre-funded warrant).

Pre-funded warrants are immediately exercisable at $0.001 per share. Series A and Series B warrants are immediately exercisable at $3.00 per share; Series A expire five years from issuance. Series B expire on the earlier of the third anniversary or 45 days after specified clinical and stock-price conditions are met. The company does not intend to list the warrants.

Veru estimates net proceeds of approximately $23.4 million, to fund development of enobosarm, primarily the planned Phase 2b PLATEAU obesity study, and for working capital and general corporate purposes. Shares outstanding were 14,650,392 as of June 30, 2025; this is a baseline figure, not the amount being offered.

Veru Inc. filed a preliminary prospectus supplement for a primary offering of common stock and, in lieu of shares for certain investors, pre-funded warrants, together with accompanying Series A and Series B common stock warrants. The filing also covers the shares issuable upon exercise of these warrants.

The company states it will receive the proceeds from this offering and intends to use them primarily to fund the planned Phase 2b PLATEAU clinical study of enobosarm in combination with GLP‑1 RA therapy, as well as for working capital and general corporate purposes. Pre-funded warrants are immediately exercisable at $0.001 per share. Series A warrants are immediately exercisable and expire five years from issuance. Series B warrants are immediately exercisable and expire on the earlier of a data/price milestone or three years. The warrants will not be listed, which may limit liquidity.

Shares outstanding were 14,650,392 as of June 30, 2025. The company effected a 1‑for‑10 reverse stock split on August 8, 2025. Veru’s common stock last closed at $3.65 on October 28, 2025.

Michael L. Rankowitz, a director of VERU Inc. (VERU), reported an acquisition of equity-linked compensation on 10/01/2025. The filing records the grant of 7,000 common stock options with an exercise price of $3.89, exercisable beginning 10/01/2026 and expiring 10/01/2035.

The options vest in three equal installments, with one-third vesting on each of 10/01/2026, 10/01/2027, and 10/01/2028. After the reported transaction the filing shows beneficial ownership of 7,000 shares/options held directly. The Form 4 was signed via power of attorney by Phil R. Greenberg on 10/03/2025.

Hyun Grace, a director of VERU Inc. (VERU), reported an acquisition of 3,000 non‑derivative shares resulting from the exercise/issuance of options on 10/01/2025. The options have an exercise price of $3.89, are exercisable beginning 10/01/2026 and expire on 10/01/2035. Following the reported transaction the filing shows 3,000 shares beneficially owned directly by the reporting person.

The form discloses a vesting schedule: one‑third of the options vest on each of 10/01/2026, 10/01/2027 and 10/01/2028. The Form 4 was signed on behalf of the reporting person by power of attorney on 10/03/2025. All details above are taken directly from the filing and no additional inferences are made.

Veru Inc. (VERU) director reports stock option grant. On 10/01/2025, the reporting person acquired an option to purchase 6,000 shares of common stock at an exercise price of $3.89 per share. The option expires on 10/01/2035. One-third of the shares vest on each of 10/01/2026, 10/01/2027, and 10/01/2028. Following the transaction, 6,000 derivative securities were beneficially owned, held directly. The option was reported at a price of $0, indicating an award rather than an open-market purchase.

Veru Inc. reported that amounts owed under two promissory notes issued by Onconetix, Inc. (formerly Blue Water Vaccines) totaling $8,826,155.41 as of September 22, 2025 were settled under a Settlement Agreement and Release. Under the settlement the company received $6,326,155.41 in cash, 3,125 shares of Onconetix Series D Convertible Preferred Stock (stated value $1,000 per share) and 846,975 warrants to purchase Onconetix common stock, and the promissory notes and the amended forbearance agreement terminated on payment.

The Series D Preferred is convertible (including at Veru's option) into Onconetix common stock, carries certain registration rights and may be redeemable by the borrower in specified circumstances. Veru states there is no assurance it will realize cash proceeds from the preferred shares, warrants, or any common stock acquired on exercise of the warrants. The full Settlement Agreement is filed as Exhibit 10.1.