[8-K] Veru Inc. Reports Material Event

Rhea-AI Filing Summary

Veru Inc. (VERU) filed an 8-K disclosing results from its 25 July 2025 special shareholder meeting.

• Reverse stock split: Shareholders approved an amendment authorising the Board to implement a reverse split at any ratio between 1-for-2 and 1-for-20. Votes: 98,869,209 FOR, 7,080,957 AGAINST, 1,013,920 ABSTAIN; 0 broker non-votes.
• Adjournment proposal: Also approved with 100,083,638 FOR, 6,212,862 AGAINST, 667,586 ABSTAIN.

Out of 146,583,920 eligible shares, about 106.9 million (≈73%) were voted. No other matters were considered.

Positive

• Strong shareholder support: 92.5% of votes cast favored granting reverse split authority, reflecting confidence in board discretion.
• Flexible ratio range: Approval covers 1-for-2 to 1-for-20, giving management broad capital-structure options.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Shareholders grant board wide authority for a reverse split; neutral but increases capital-structure flexibility.

The decisive approval—over 92% of votes cast—gives Veru’s board discretion to choose a split ratio anywhere from 1-for-2 to 1-for-20. While the filing does not specify the board’s intent or timing, the mandate equips management with a tool to alter share count and price when deemed advantageous. Approximately 73% of outstanding shares participated, indicating adequate but not overwhelming engagement. Because no split is immediately effected, today’s disclosure is procedurally important yet financially neutral until the board selects a ratio.

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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): July 25, 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. ☐

Section 5 – Corporate Governance and Management

Item 5.07.         Submission of Matters to a Vote of Security Holders.

A special meeting of the shareholders of the Company (the "Special Meeting") was held on July 25, 2025. A total of 146,583,920 shares of the Company’s common stock were eligible to vote at the Special Meeting. The matters voted on at the Special Meeting were as follows:

1. Reverse Stock Split Proposal:

The shareholders voted 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 within a range of 1-for-2 to 1-for-20.

Votes For	Votes Against	Abstentions	Broker Non-Votes
98,869,209	7,080,957	1,013,920	0

2. Adjournment Proposal:

The shareholders voted in favor of approving the adjournment of the Special Meeting.

Votes For	Votes Against	Abstentions	Broker Non-Votes
100,083,638	6,212,862	667,586	0

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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: July 25, 2025	VERU INC.
	By:	/s/ Michele Greco
		Michele Greco
		Chief Financial Officer and Chief Administrative Officer

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FAQ

What did VERU shareholders approve at the July 25, 2025 special meeting?

They authorized the Board to enact a reverse stock split at a ratio between 1-for-2 and 1-for-20 and approved meeting adjournment.

What were the vote totals for Veru's reverse stock split proposal?

For: 98,869,209; Against: 7,080,957; Abstain: 1,013,920; Broker non-votes: 0.

How many VERU shares were eligible to vote at the special meeting?

A total of 146,583,920 common shares were eligible to vote.

What split ratios can Veru's board now choose?

Any ratio from 1-for-2 to 1-for-20 as approved in the amendment.

Who signed Veru's Form 8-K filing?

Chief Financial Officer and Chief Administrative Officer Michele Greco signed the report.