Veru Inc. 簽訂2,180萬美元市場發行協議，授權透過Oppenheimer及Canaccord出售普通股

8-K

 NASDAQ false 0000863894 0000863894 2026-07-02 2026-07-02 
  
  
 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 2, 2026
  
  

 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 1.01
 Entry into a Material Definitive Agreement 

 On July 2, 2026, Veru Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”), with Oppenheimer & Co. Inc. and Canaccord Genuity LLC (each, a “Sales Agent” and, together, the “Sales Agents”), as sales agents, pursuant to which the Company may issue and sell, from time to time, to or through the applicable Sales Agent (the “Designated Sales Agent”), shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The offering and sale of up to $21,800,000 of shares of Common Stock pursuant to the Sales Agreement are registered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-294911), which became effective on April 15, 2026, which includes a base prospectus and a related prospectus supplement that was filed with Securities and Exchange Commission on July 2, 2026. 
 The Company is not obligated to sell any shares of Common Stock under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, each Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices, to sell shares of Common Stock from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, the Designated Sales Agent may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Sales Agents’ obligations to sell shares under the Sales Agreement are subject to satisfaction of certain conditions set forth in the Sales Agreement. The Company will pay the Designated Sales Agent a commission of 3.0% of the aggregate gross proceeds from each sale of the Common Stock and has agreed to provide the Sales Agents with customary indemnification and contribution rights, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Company has also agreed to reimburse the Sales Agents for certain specified expenses. 
 The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed hereto as Exhibit 10.1 and is incorporated by reference herein. 
 A copy of the opinion of Reinhart Boerner Van Deuren s.c., counsel to the Company, relating to the validity of the shares of Common Stock to be issued pursuant to the Sales Agreement and the related consent are filed hereto as Exhibits 5.1 and 23.1, respectively. 
 The representations, warranties and covenants contained in the Sales Agreement were made solely for purposes of the agreement and as of a specific date, were solely for the benefit of the parties to the agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. 
 This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country. 
  

Item 9.01
 Financial Statements and Exhibits. 

 (d) Exhibits. 
  

Exhibit
No.
  
 Document

5.1
  
Legal opinion of Reinhart Boerner Van Deuren s.c. 

10.1
  
Sales Agreement dated July 2, 2026, by and among Veru Inc., Oppenheimer & Co. Inc. and Canaccord Genuity LLC. 

23.1
  
Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5.1). 

104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

  
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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 2, 2026
 
VERU INC.

 

 
By:
 
 /s/ Michele Greco

 

 

 
Michele Greco

 

 

 
 Chief Financial Officer and
 Chief Administrative Officer

  
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