false
0000863894
0000863894
2025-07-25
2025-07-25
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)
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Wisconsin
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1-13602
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39-1144397
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value per share
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VERU
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NASDAQ Capital Market
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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:
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1.
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Reverse Stock Split Proposal:
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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.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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98,869,209
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7,080,957
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1,013,920
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0
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The shareholders voted in favor of approving the adjournment of the Special Meeting.
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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100,083,638
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6,212,862
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667,586
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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.
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Date: July 25, 2025
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VERU INC.
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By:
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/s/ Michele Greco
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Michele Greco
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Chief Financial Officer and
Chief Administrative Officer
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