Veru SEC Filings

Veru Inc. registers up to $200,000,000 of common stock, debt securities, preferred stock, warrants, purchase contracts, rights and units from time to time under a shelf registration.

This prospectus provides a general description of the securities and states that specific terms, offering price and net proceeds will be set forth in a prospectus supplement. The offering is subject to completion and effectiveness and may be sold directly, through agents, dealers, or underwriters.

Veru Inc. filed a Registration Statement on Form S-3 to register 23,800,000 shares of common stock issuable upon exercise of warrants issued under a prospectus supplement dated October 29, 2025. The warrants consist of pre-funded warrants for 7,000,000 shares (exercise price $0.001), Series A warrants for 8,400,000 shares (exercise price $3.00) and Series B warrants for 8,400,000 shares (exercise price $3.00).

The pre-funded warrants are immediately exercisable with no expiration, Series A warrants expire five years from issuance, and Series B warrants expire upon the earlier of the third anniversary of issuance or certain clinical-data and trading-price triggers described in the prospectus. If all warrants are exercised for cash, aggregate proceeds to Veru would be approximately $50,407,000.

Veru Inc. reported results from its March 12, 2026 annual shareholder meeting. Shareholders approved an amendment to the 2018 Equity Incentive Plan, increasing common shares authorized for issuance from 2,600,000 to 5,850,000 and raising annual award limits for both executives and non-employee directors.

All nominated directors were re-elected, with votes for individual nominees ranging from 5,331,961 to 5,498,489, out of 16,050,320 shares eligible to vote. Shareholders ratified Cherry Bekaert LLP as auditor for the fiscal year ending September 30, 2026 and approved the advisory vote on executive compensation and the proposal allowing adjournment of the meeting if needed to solicit additional proxies.

Veru Inc. received a beneficial ownership report showing that Alyeska Investment Group, Alyeska Fund GP and Anand Parekh together hold 1,588,982 shares of Veru common stock, representing 9.9% of the outstanding class as of December 31, 2025. They report no sole voting or dispositive power, but shared voting and shared dispositive power over all reported shares.

An exhibit explains that the group owns 1,000,000 common shares and holds pre-funded warrants for 7,000,000 shares and additional warrants for 16,000,000 shares. These warrants are subject to a 9.9% beneficial ownership cap, so as of December 31, 2025 only 588,982 shares are counted from the warrants, bringing the total reported beneficial ownership to 1,588,982 shares. The percentage is based on 16,050,320 Veru shares outstanding from Veru’s Form 10-K.

The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Veru Inc.

Veru Inc. reported a net loss of $5.3 million for the quarter ended December 31, 2025, improving from a $8.9 million loss a year earlier as operating expenses fell to $5.4 million from $10.9 million, mainly from lower research and development spending.

The company generated no revenue from continuing operations after selling its FC2 condom business in 2024 and is now focused on late-stage drug candidates enobosarm for obesity and sabizabulin for cardiovascular inflammation. Cash, cash equivalents, and restricted cash rose to $33.0 million from $15.8 million, largely driven by a public offering that raised about $23.4 million from common stock, pre-funded warrants and 16.8 million tradable warrants.

Management disclosed that current cash is expected to be insufficient to fund operations for 12 months after the financial statement issuance date without new capital, leading to a “substantial doubt” going concern warning. The business now operates as a single drug development segment, with liquidity and future progress dependent on successful financing and advancement of clinical programs.

Veru Inc. reported a narrower net loss for fiscal 2026 first quarter while advancing its obesity drug pipeline. Net loss from continuing operations was $5.33 million versus $1.81 million a year ago, but total net loss improved to $5.33 million from $8.95 million, which previously included discontinued operations. Operating expenses fell sharply to $5.42 million from $10.94 million, reflecting lower research and development and general and administrative spending. Cash, cash equivalents and restricted cash increased to $33.0 million from $15.8 million at September 30, 2025, helped by $23.37 million of net cash provided by financing activities.

Veru highlighted positive Phase 2b QUALITY data for obesity drug enobosarm in combination with semaglutide, showing greater fat loss and preservation of lean mass in older patients with obesity. The company received FDA feedback outlining regulatory pathways based on incremental weight loss and physical function or bone mineral density benefits. Veru plans a Phase 2b PLATEAU trial in about 200 older patients with obesity initiating semaglutide, with a 68‑week primary endpoint and an interim analysis at 34 weeks, expected to start in the first quarter of calendar 2026 and yield interim results in the first quarter of calendar 2027.

Veru Inc. is asking shareholders to approve several governance and compensation items at its March 12, 2026 annual meeting in Miami. Shareholders of record on January 14, 2026, when 16,050,320 common shares were outstanding, may vote in person, online, by phone, or by mail.

The proxy seeks to elect six incumbent directors, ratify Cherry Bekaert LLP as auditor for the year ending September 30, 2026, approve an amendment to the 2018 Equity Incentive Plan, hold a non-binding advisory vote on executive pay, and approve a potential adjournment of the meeting. The equity plan amendment would raise authorized shares from 2,600,000 to 5,850,000, increase the annual award limit for most participants to 750,000 shares and for non-employee directors to 120,000 shares, and could raise fully diluted overhang from 7.4% to 13.9%.

The filing also describes prior restatements and material weaknesses in internal control disclosed in earlier reports, notes that RMS US LLP’s 2023 audit opinion included substantial doubt about Veru’s ability to continue as a going concern, and outlines a new clawback policy and detailed pay-versus-performance data showing continuing net losses and a declining total shareholder return.

Veru Inc. is registering 750,000 additional shares of common stock for issuance under its 2018 Equity Incentive Plan. These shares come from a shareholder‑approved plan amendment and reflect the company’s 1‑for‑10 reverse stock split that became effective on August 8, 2025, which reduced the original 7,500,000 additional plan shares to 750,000.

The filing is a Form S‑8, which is used to register shares that may be granted to employees, directors and other service providers as equity compensation. Veru also lists prior charter amendments increasing authorized common stock and the articles of amendment that implemented the reverse stock split.