VERU accepts cash, preferred shares and warrants to resolve Onconetix debt

Rhea-AI Filing Summary

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.

Positive

• Immediate cash recovery of $6,326,155.41 reduced outstanding receivable exposure
• Termination of the promissory notes and amended forbearance agreement eliminates ongoing default/forbearance monitoring and related contractual complexity

Negative

• Shortfall: total payable of $8,826,155.41 was settled for a lower cash amount plus securities, indicating a partial recovery
• Uncertain realizability of 3,125 Series D preferred shares and 846,975 warrants; company states there is no assurance of future cash proceeds from these instruments

Insights

Securities Analyst

TL;DR: Veru accepted a mix of cash and equity-linked instruments to fully settle $8.83M of borrower debt, crystallizing a partial cash recovery with uncertain future proceeds.

The transaction converts an outstanding receivable position into immediate cash of $6.33M plus convertible preferred stock and warrants. This reduces credit exposure and terminates related agreements, but replaces part of the claim with instruments whose realizable value and liquidity are uncertain. From a balance-sheet perspective, the company exchanged a single monetary claim for cash and securities that may require valuation and potential impairment assessment depending on realizable value and market conditions.

Corporate Governance / Risk Analyst

TL;DR: Settlement ends ongoing forbearance and related credit arrangements, removing contractual complexity but leaving execution risk on equity components.

Terminating the promissory notes and the amended forbearance agreement simplifies the company’s contractual obligations and potential monitoring burden. However, holding preferred stock with conversion and redemption features and nearly 847k warrants introduces counterparty and market risk. The filing appropriately discloses lack of assurance regarding future cash proceeds, which is a material disclosure for governance and risk oversight.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 22, 2025

VERU INC.

(Exact name of registrant as specified in its charter)

Wisconsin	1-13602	39-1144397
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127

Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (305) 509-6897

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	VERU	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02. Termination of a Material Definitive Agreement.

As previously reported on a Current Report on Form 8-K filed September 20, 2024, on September 19, 2024, Veru Inc. (the “Company”) entered into an Amended and Restated Forbearance Agreement and Amendment to September 2024 Note (as amended, the “Amended Forbearance Agreement”) with Onconetix, Inc. f/k/a Blue Water Vaccines Inc. (the “Borrower”). The Amended Forbearance Agreement amends and restates the entirety of the Forbearance Agreement, dated as of April 24, 2024, which related to certain defaults by the Borrower under a Promissory Note in the principal amount of $5,000,000 due on April 19, 2024 (the “April 2024 Promissory Note”) and a Promissory Note in the principal amount of $5,000,000 due on September 30, 2024 (as amended, the “September 2024 Promissory Note” and together with the April 2024 Promissory Note, the “Promissory Notes”) that were issued by the Borrower to the Company to reflect certain payment obligations pursuant to the Asset Purchase Agreement, dated as of April 19, 2023, between the Company and the Borrower.

As of September 22, 2025, an aggregate of $8,826,155.41 was payable to the Company under the Promissory Notes and related amendments. On September 22, 2025, the Company and the Borrower entered into a Settlement Agreement and Release (the “Settlement Agreement”), whereby the Company agreed to accept a cash payment of $6,326,155.41, 3,125 shares of the Borrower’s Series D Convertible Preferred Stock (the “Series D Preferred Stock”) and 846,975 warrants to purchase shares of the Borrower’s common stock (the “Warrants”) (such cash payment, shares of Series D Preferred Stock and the Warrants, collectively, the “Settlement Amounts”) in full satisfaction of all amounts due under the Promissory Notes, as amended by all preceding amendments, forbearance agreements, and waivers, in complete discharge of all obligations thereunder.

Each share of the Series D Preferred Stock has a stated value of $1,000 per share. The Series D Preferred Stock is convertible, including at the Company’s option, into shares of the Borrower’s common stock. Holders of Series D Preferred Stock have certain registration rights. In certain circumstances, the Borrower may redeem shares of Series D Preferred Stock at a specified price.

On September 24, 2025, the Borrower paid the Settlement Amounts to the Company, and the Promissory Notes and Amended Forbearance Agreement terminated upon payment of the Settlement Amounts.

There can be no assurance as to whether and when the Company will be able to receive any cash proceeds from the shares of Series D Preferred Stock, the Warrants or any shares of the Borrower’s common stock that the Company might acquire upon exercise of the Warrants.

The description of the Settlement Agreement set forth herein is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		Settlement Agreement and Release, dated September 22, 2025, by and between the Company and Onconetix, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 26, 2025	VERU INC.
	By:	/s/ Michele Greco
		Michele Greco
		Chief Financial Officer and Chief Administrative Officer

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FAQ

What did VERU (VERU) receive to settle the amounts owed by Onconetix?

VERU received $6,326,155.41 in cash, 3,125 shares of Onconetix Series D Convertible Preferred Stock and 846,975 warrants to purchase Onconetix common stock.

How much was originally payable to VERU under the promissory notes?

An aggregate of $8,826,155.41 was payable under the promissory notes and related amendments as of September 22, 2025.

Did the settlement terminate the existing agreements?

Yes, upon payment of the settlement amounts on September 24, 2025, the promissory notes and the Amended Forbearance Agreement terminated.

Are the Series D preferred shares convertible?

Yes, each share of the Series D Preferred Stock is convertible, including at VERU’s option, into Onconetix common stock and carries certain registration rights.

Will VERU definitely receive cash from the preferred shares or warrants?

No. VERU states there is no assurance whether and when it will receive any cash proceeds from the Series D preferred shares, the warrants, or any common stock acquired upon exercise.