Veru sets $21.8M at-the-market stock program

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What capital raising program did VERU announce in this 8-K filing?

How much common stock can Veru Inc. (VERU) sell under the new Sales Agreement?

Who are the sales agents in Veru Inc.’s at-the-market offering program?

What commission will VERU pay on sales under the Sales Agreement?

Is Veru Inc. obligated to sell shares under this at-the-market facility?

Under what registration statement is VERU’s at-the-market offering registered?

Agreements & Contracts

Veru Inc. entered into a Sales Agreement with Oppenheimer & Co. Inc. and Canaccord Genuity LLC that allows it to issue and sell, from time to time, up to $21,800,000 of its common stock through an at-the-market offering program.

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8-K

Veru Inc. entered into a Sales Agreement with Oppenheimer & Co. Inc. and Canaccord Genuity LLC that allows it to issue and sell, from time to time, up to $21,800,000 of its common stock through an at-the-market offering program.

Sales will be made under Veru’s effective Form S-3 shelf registration, using a base prospectus and a prospectus supplement filed on July 2, 2026. Each sales agent will use commercially reasonable efforts to execute trades based on Veru’s instructions, and Veru will pay a 3.0% commission on aggregate gross proceeds, plus certain expenses, and provide customary indemnification.

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

ATM capacity: $21,800,000 of common stock Sales agent commission: 3.0% of gross proceeds Shelf registration: Form S-3 File No. 333-294911 +1 more

4 metrics

ATM capacity $21,800,000 of common stock Maximum aggregate offering amount under Sales Agreement

Sales agent commission 3.0% of gross proceeds Commission on each sale of common stock

Shelf registration Form S-3 File No. 333-294911 Registration statement effective April 15, 2026

Prospectus supplement filing date July 2, 2026 Related prospectus supplement for ATM program

Sales Agreement, at the market offering, Registration Statement on Form S-3, prospectus supplement, +1 more

5 terms

Sales Agreement financial

"Veru Inc. entered into a Sales Agreement with Oppenheimer & Co. Inc. and Canaccord Genuity LLC"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

at the market offering financial

"the Designated Sales Agent may sell the Common Stock by any method permitted by law deemed to be an “at the market offering”"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Registration Statement on Form S-3 regulatory

"registered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-294911)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

prospectus supplement regulatory

"which includes a base prospectus and a related prospectus supplement that was filed"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution financial

"has agreed to provide the Sales Agents with customary indemnification and contribution rights"

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Veru Inc. established an at-the-market offering program allowing it to sell up to $21,800,000 of common stock through Oppenheimer & Co. Inc. and Canaccord Genuity LLC, giving the company flexible access to equity financing as market conditions and its needs evolve.

Veru may offer and sell up to $21,800,000 of its common stock under the Sales Agreement. These sales occur from time to time through designated sales agents, using Veru’s effective Form S-3 shelf registration and related prospectus supplement filed on July 2, 2026.

Oppenheimer & Co. Inc. and Canaccord Genuity LLC act as sales agents for Veru’s at-the-market program. Either firm can serve as the Designated Sales Agent, using commercially reasonable efforts to sell Veru’s common stock according to the company’s price, time, and size instructions.

Veru will pay the Designated Sales Agent a commission of 3.0% of the aggregate gross proceeds from each common stock sale. In addition, Veru agreed to reimburse specified expenses and provide customary indemnification and contribution protections under U.S. securities law frameworks.

Veru is not obligated to sell any shares of common stock under the Sales Agreement. The program provides the option to issue shares over time, with each sale subject to Veru’s placement notices and the conditions specified in the agreement with the sales agents.

The at-the-market offering is registered under Veru’s Registration Statement on Form S-3, File No. 333-294911. This shelf registration became effective on April 15, 2026 and is accompanied by a base prospectus and a related prospectus supplement filed on July 2, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 04:08 PM

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): July 2, 2026

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 1.01

Entry into a Material Definitive Agreement

On July 2, 2026, Veru Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”), with Oppenheimer & Co. Inc. and Canaccord Genuity LLC (each, a “Sales Agent” and, together, the “Sales Agents”), as sales agents, pursuant to which the Company may issue and sell, from time to time, to or through the applicable Sales Agent (the “Designated Sales Agent”), shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The offering and sale of up to $21,800,000 of shares of Common Stock pursuant to the Sales Agreement are registered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-294911), which became effective on April 15, 2026, which includes a base prospectus and a related prospectus supplement that was filed with Securities and Exchange Commission on July 2, 2026.

The Company is not obligated to sell any shares of Common Stock under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, each Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, to sell shares of Common Stock from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Designated Sales Agent may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agents’ obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions set forth in the Sales Agreement. The Company will pay the Designated Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of the Common Stock and has agreed to provide the Sales Agents with customary indemnification and contribution rights, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Company has also agreed to reimburse the Sales Agents for certain specified expenses.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed hereto as Exhibit 10.1 and is incorporated by reference herein.

A copy of the opinion of Reinhart Boerner Van Deuren s.c., counsel to the Company, relating to the validity of the shares of Common Stock to be issued pursuant to the Sales Agreement and the related consent are filed hereto as Exhibits 5.1 and 23.1, respectively.

The representations, warranties and covenants contained in the Sales Agreement were made solely for purposes of the agreement and as of a specific date, were solely for the benefit of the parties to the agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Document

5.1		Legal opinion of Reinhart Boerner Van Deuren s.c.

10.1		Sales Agreement dated July 2, 2026, by and among Veru Inc., Oppenheimer & Co. Inc. and Canaccord Genuity LLC.

23.1		Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Source: View Original Filing on SEC EDGAR

5 documents

Date: July 2, 2026

/s/ Michele Greco

Michele Greco

Chief Financial Officer and

Chief Administrative Officer

EX-10.1 EX-10.1 288.4 KB