VERU INC. SEC Filings

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.

Veru Inc. has transformed into a late clinical stage biopharmaceutical company after selling its FDA-approved FC2 Female Condom business on December 30, 2024, a strategic shift that had a major effect on operations and financial results. The company now focuses on two drug candidates: enobosarm for obesity patients receiving GLP-1 receptor agonists and sabizabulin for inflammation in atherosclerotic cardiovascular disease.

Enobosarm, an oral selective androgen receptor modulator, produced positive Phase 2b QUALITY trial results in older obese patients on semaglutide, delivering a 100% relative reduction in lean mass loss at the 3 mg dose (p<0.001) and shifting weight loss almost entirely to fat. Extension data showed that enobosarm monotherapy reduced weight and fat regain after semaglutide was stopped, while maintaining a favorable safety profile. Veru plans a Phase 2b PLATEAU study in about 200 patients with obesity starting GLP-1 therapy and is developing a modified-release oral formulation it expects to use in Phase 3.

Sabizabulin, a microtubule disruptor targeting inflammatory pathways, is being advanced for stable coronary artery disease following an FDA pre-IND meeting, with an initial Phase 2 study planned to lower high-sensitivity C-reactive protein. Veru highlights risks from its history of losses, current lack of commercial revenue, dependence on external funding and Nasdaq listing compliance, and notes a 1-for-10 reverse stock split effective August 8, 2025. The board oversees an enterprise-wide cybersecurity program, and the company reports no cybersecurity threats that have materially affected its business to date.

Veru Inc. released a press release announcing its financial results for the year ended September 30, 2025, and made that release available to investors as an exhibit to a current report. The press release is included as Exhibit 99.1.

The company furnished this information rather than formally filing it, so it is not treated as filed under certain securities law provisions or automatically included in other reports unless it is specifically referenced there.

Veru Inc. announced an underwritten public offering of 8,400,000 shares of common stock (or pre-funded warrants in lieu of shares), each sold together with Series A and Series B warrants to purchase up to 8,400,000 shares each, at a combined public offering price of $3.00 per share and accompanying warrants.

The company expects net proceeds of approximately $23.4 million, with closing anticipated on or about October 31, 2025, subject to customary conditions. The offering is made off Veru’s effective Form S-3 shelf. Pre-funded warrants are immediately exercisable at $0.001 per share, with holder ownership limits of 4.99% (or 9.99% upon election). Series A warrants are immediately exercisable at $3.00 and expire five years from issuance. Series B warrants are immediately exercisable at $3.00 and expire on the earlier of three years from issuance or achievement of specified clinical and stock price thresholds. Veru and its directors and officers agreed to a 90‑day lock-up, subject to exceptions.

Veru Inc. launched a primary offering of 1,400,000 shares of common stock and pre-funded warrants to purchase up to 7,000,000 shares, together with Series A warrants to purchase up to 8,400,000 shares and Series B warrants to purchase up to 8,400,000 shares. The combined public offering price is $3.00 per share with warrants (or $2.999 with a pre-funded warrant).

Pre-funded warrants are immediately exercisable at $0.001 per share. Series A and Series B warrants are immediately exercisable at $3.00 per share; Series A expire five years from issuance. Series B expire on the earlier of the third anniversary or 45 days after specified clinical and stock-price conditions are met. The company does not intend to list the warrants.

Veru estimates net proceeds of approximately $23.4 million, to fund development of enobosarm, primarily the planned Phase 2b PLATEAU obesity study, and for working capital and general corporate purposes. Shares outstanding were 14,650,392 as of June 30, 2025; this is a baseline figure, not the amount being offered.