| Item 1.01 |
Entry into a Material Definitive Agreement |
On October 30, 2025, Veru Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC, as representative of the underwriters named therein (the “Underwriters”), relating to the offering, issuance and sale (the “Offering”) of 8,400,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (or pre-funded warrants, each representing the right to purchase one share of Common Stock at an exercise price of $0.001 (the “Pre-Funded Warrants”) in lieu thereof), and accompanying Series A warrants to purchase up to 8,400,000 shares of Common Stock at an exercise price of $3.00 per share of Common Stock (the “Series A Warrants”) and Series B warrants to purchase up to 8,400,000 shares of Common Stock at an exercise price of $3.00 per share of Common Stock (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”), at a combined public offering price of $3.00 per Share and accompanying Series A Warrant and Series B Warrant.
The net proceeds to the Company from the Offering are expected to be approximately $23.4 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company. All of the securities are being sold by the Company. The closing of the Offering is expected to occur on or about October 31, 2025, subject to the satisfaction of customary closing conditions.
The Offering is being made pursuant to a prospectus supplement dated October 29, 2025 and an accompanying prospectus dated April 14, 2023, pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-270606) previously filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).
Each Pre-Funded Warrant entitles the holder to purchase one share of Common Stock at an exercise price equal to $0.001 per share and will be immediately exercisable from the date of its issuance. The purpose of the Pre-Funded Warrants is to enable investors that may have restrictions on their ability to beneficially own more than 4.99% (or, upon election of the holder, 9.99%) of the outstanding Common Stock following the consummation of the Offering the opportunity to make an investment in the Company without triggering their ownership restrictions, by receiving Pre-Funded Warrants in lieu of our common stock which would result in such ownership of more than 4.99% (or 9.99%), and receive the ability to exercise their option to purchase the shares underlying the Pre-Funded Warrants at such nominal price at a later date.
Each Series A Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $3.00 per share, will be immediately exercisable and will expire five years from the date of issuance. Each Series B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $3.00 per share, will be immediately exercisable and will expire on the date that is the earlier of (i) the third anniversary of the date of issuance or (ii) the date upon which the second of the following occurs: (a) the date on which the Company first publicly discloses, whether by press release or Form 8-K filing, interim data from our planned Phase 2b PLATEAU clinical study of enobosarm, which data show both (i) a relative difference of at least 10% in median percentage change in percent lean body mass (calculated by dividing [a] total lean mass (kg) by [b] the sum of total lean mass (kg) plus total fat mass (kg) and multiplying such fraction by 100%) over a 36-week period between enobosarm and placebo groups, and (ii) a relative difference of at least 80% between enobosarm and placebo groups when calculating total lean mass preserved over a 36-week period (calculated by dividing the difference of the total lean mass at the conclusion of the period minus the total lean mass at the beginning of the period, by the total lean mass at the beginning of the period, and multiplying such fraction by 100%), and (b) following such public disclosure in clause (a) above, the closing price for shares of the Common Stock has been at least $4.00 for at least ten consecutive trading days. A holder of the Warrants will not be entitled to exercise any portion of such Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 4.99% (or, upon election by the holder prior to the issuance of the Warrant, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. In addition, in certain circumstances, upon a fundamental transaction (as described in the Warrants), a holder of Warrants will be entitled to receive, upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation. In lieu of receiving such Common Stock in the fundamental transaction, the Warrant holder may elect to have the Company or the successor entity purchase the holder’s Warrant for its fair market value measured by the Black-Scholes method.
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the contracting parties. In addition, pursuant to the terms of
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