Veru (VERU) Announces 1-for-10 Reverse Stock Split Effective Aug 8, 2025

Veru Inc. effected a 1-for-10 reverse stock split of its common stock, effective 11:59 pm CT on August 8, 2025, converting every ten pre-split shares into one post-split share.

Accepted by SEC EDGAR 08/12/2025 - 07:30 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Veru Inc. effected a 1-for-10 reverse stock split of its common stock, effective 11:59 pm CT on August 8, 2025, converting every ten pre-split shares into one post-split share. The Nasdaq listing will trade on a split-adjusted basis beginning with the opening of trading on or about August 11, 2025, under the same ticker VERU and new CUSIP 92536C202. Fractional shares will not be issued; shareholders will receive cash in lieu of any fractional interest.

The split does not change the number of authorized shares or par value. The Board approved the 1-for-10 ratio after shareholders authorized a 1-for-2 to 1-for-20 range at a July 25, 2025 special meeting. Outstanding equity awards and reserved shares under the Company’s Schedules of equity plans were proportionately adjusted and the Company’s Form S-8 registration statements were amended by operation of Rule 416(b).

Positive

• Reverse stock split implemented at a 1-for-10 ratio as approved by shareholders and the Board
• Trading continuity preserved: shares will continue trading on Nasdaq under ticker VERU on a split-adjusted basis with new CUSIP 92536C202
• Equity awards and registrations adjusted proportionately across the Company’s equity plans and Form S-8 registration statements

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A shareholder-approved reverse split was implemented uniformly, with plan awards and registration statements adjusted proportionally.

The filing documents a routine corporate action: shareholders authorized a range for a reverse split and the Board selected a 1-for-10 ratio, effective August 8, 2025. The action preserves authorized share counts and par value while proportionately adjusting outstanding equity awards and Form S-8 coverage. The use of cash in lieu for fractional shares is customary. From a governance perspective, the disclosure is complete and aligns with standard corporate procedure for reverse splits.

Equity Capital Markets Analyst

TL;DR: Reverse split executed; trading adjustments and new CUSIP announced, with no change to ownership percentages.

The 1-for-10 reverse split will be reflected in trading on or about August 11, 2025, under the same NASDAQ ticker VERU but a new CUSIP 92536C202. The filing confirms proportional adjustments to equity awards and the reduction in shares covered by active Form S-8 registrations via Rule 416(b). The company disclosed a press release dated August 6, 2025 and filed exhibits including the Articles of Amendment and the press release. The action appears procedural and does not, by itself, alter shareholders’ percentage interests.

8-K Event Classification

4 items: 3.03, 5.03, 8.01, 9.01

4 items

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

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

What reverse stock split did Veru (VERU) implement?

Veru implemented a 1-for-10 reverse stock split, converting every ten shares into one share, effective 11:59 pm CT on August 8, 2025.

When will VERU shares trade on a split-adjusted basis?

The Common Stock will trade on a split-adjusted basis on the Nasdaq beginning with the opening of trading on or about August 11, 2025.

Will VERU change its ticker or CUSIP after the split?

The ticker will remain VERU; the new CUSIP for post-split shares is 92536C202.

How are fractional shares handled in the VERU reverse split?

No fractional shares will be issued; shareholders entitled to fractional interests will receive cash in lieu of fractional shares.

Does the reverse split change VERU’s authorized shares or par value?

No; the Reverse Stock Split does not reduce the number of authorized shares of Common Stock and does not change the par value.

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

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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): August 8, 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 3.03. Material Modification to Rights of Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

--09-30

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On August 8, 2025, Veru Inc. (the "Company") filed Articles of Amendment to the Company's Amended and Restated Articles of Incorporation to effect a 1-for-10 reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.01 per share (the "Common Stock"), effective 11:59 pm CT on August 8, 2025 (the “Effective Time”). Beginning with the opening of trading on or about August 11, 2025, the Common Stock will trade on the Nasdaq Capital Market on a split-adjusted basis under new CUSIP number 92536C202 and will continue to trade under the symbol "VERU."

At a special meeting of shareholders of the Company held on July 25, 2025, the shareholders of the Company approved a proposal to approve an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split at a ratio to be determined by the Board of Directors of the Company within a range of 1-for-2 to 1-for-20. The Board of Directors subsequently approved the ratio of 1-for-10 for the Reverse Stock Split. As a result of the Reverse Stock Split, every 10 shares of Common Stock issued and outstanding were converted into one share of Common Stock as of the Effective Time. No fractional shares will be issued in connection with the Reverse Stock Split. Shareholders will instead receive cash in lieu of fractional shares.

The Reverse Stock Split will not reduce the number of authorized shares of Common Stock, or change the par value of the Common Stock. The Reverse Stock Split will affect all shareholders uniformly and will not affect any shareholder's ownership percentage of the Company's shares of Common Stock (except to the extent that the Reverse Stock Split results in some of the shareholders receiving cash in lieu of fractional shares). In addition, effective as of the Effective Time and as a result of the Reverse Stock Split, proportionate adjustments were made in accordance with the terms of the Company’s 2008 Stock Incentive Plan, 2017 Equity Incentive Plan, 2018 Equity Incentive Plan and 2022 Employment Inducement Equity Incentive Plan (collectively, the “Plans”), with respect to the number of shares of Common Stock subject to outstanding equity awards, the per-share exercise price with respect to those awards, the number of shares of Common Stock reserved for future issuance under the Plans and limits on the size of grants pursuant to the Plans.

On August 6, 2025, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 hereto.

Item 8.01. Other Events.

The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

The Company has Registration Statements on Form S-8 (File No. 333-154252, 333-222513, 333-228789, 333-231489, 333-238218, 333-264877 and 333-266791) on file with the Securities and Exchange Commission (the “Commission”). Commission regulations permit the Company to incorporate by reference future filings made with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offerings covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of Common Stock deemed to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective Time to give effect to the Reverse Stock Split.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith:

Exhibit No.		Description
3.1		Articles of Amendment to Amended and Restated Articles of Incorporation of Veru Inc.
99.1		Press Release of Veru Inc., issued on August 6, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: August 12, 2025	VERU INC.
	By:	/s/ Michele Greco
		Michele Greco
		Chief Financial Officer and Chief Administrative Officer

3