DEF 14A 1 ny20039702x1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under Section 240.14a-12

VERU INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of filing fee (Check all boxes that apply):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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VERU INC.

2916 N. Miami Avenue

Suite 1000

Miami, Florida 33127

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 13, 2025

To the Shareholders of Veru Inc.:

Notice is hereby given that the Annual Meeting of Shareholders (the “Annual Meeting”) of Veru Inc. (the “Company”) will be held at 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127, on March 13, 2025 at 9:00 a.m., local time, for the following purposes:

1.	To elect six members to the Board of Directors, the names of whom are set forth in the accompanying proxy statement, to serve until the 2026 Annual Meeting of Shareholders.

2.	To consider and act upon a proposal to ratify the appointment of Cherry Bekaert LLP, independent registered public accounting firm, as the Company's auditors for the fiscal year ending September 30, 2025.

3.	To consider and act upon a proposal to amend the Company's 2018 Equity Incentive Plan.

4.	To transact such other business as may properly come before the Annual Meeting and any adjournments thereof.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this Proxy Statement and our 2024 Annual Report to Shareholders. The Internet Availability Notice contains instructions on how to access those documents over the Internet. All shareholders who do not receive an Internet Availability Notice will receive a paper copy of the proxy materials by mail.

The Internet Availability Notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2024 Annual Report to Shareholders and a form of proxy or voting instruction card. The proxy materials sent to you will include a proxy card that will provide you with instructions to cast your vote on the Internet and a telephone number you may call to cast your vote, or you may complete, sign and return the proxy card by mail.


			By Order of the Board of Directors,


			Michael J. Purvis Secretary
Miami, Florida January 28, 2025

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Shareholders of record at the close of business on January 16, 2025 are entitled to vote at the Annual Meeting. Your vote is important to ensure that a majority of the stock is represented. Whether or not you plan to attend the meeting in person, please vote your shares by phone, via the Internet or, if you received paper copies of these proxy materials, by completing, signing, dating and returning the enclosed proxy card at your earliest convenience. Your vote is being solicited by the Board of Directors of the Company. If you later find that you may be present at the meeting or for any other reason desire to revoke your proxy, you may do so at any time before it is voted. Shareholders holding shares in brokerage accounts (“street name” holders) who wish to vote at the meeting will need to obtain a proxy form and voting instructions from the institution that holds their shares.

Shareholders of record may also vote by the Internet or telephone. Voting by the Internet or telephone is fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help us reduce postage and proxy tabulation costs. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on March 12, 2025.

Or, if you received a paper copy of the proxy materials, you can return the enclosed proxy card in the envelope provided.

PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE.

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Section			Page No.
General Information			1
Proxies and Voting Procedures			1
Shareholders Entitled to Vote			2
Quorum; Required Vote			2
Proposal 1: Election of Directors			3
Nominees for Election as Directors			3
Directors Meetings and Committees			6
Directors and Director Attendance			6
Audit Committee			6
Compensation Committee			6
Nominating and Corporate Governance Committee			7
Charters of Committees			7
Corporate Governance Matters			8
Director Independence			8
Board Leadership Structure			8
The Board's Role in Risk Oversight			8
Director Nominations			8
Communications between Shareholders and the Board of Directors			9
Code of Business Ethics			9
Policy on Trading, Hedging and Pledging Our Common Stock			9
Audit Committee Matters			11
Report of the Audit Committee			11
Fees of Independent Registered Public Accounting Firm			11
Audit Committee Financial Expert			12
Executive Officers			13
Security Ownership			14
Delinquent Section 16(a) Reports			15
Executive Compensation			16
Summary Compensation Table			16
Equity Awards			16
Employment Agreements			18
Compensation Clawback Policy			19
Pay Versus Performance			20
Policies and Practices Regarding Grants of Equity Awards			21
Director Compensation and Benefits			22
Overview			22
Director Summary Compensation Table			22
Certain Relationships and Related Transactions			23
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm			24
Change and Engagement of Independent Registered Public Accounting Firms			24
Vote Required for Approval and Board Recommendation			25
Proposal 3: Approval of Amendment to the 2018 Equity Incentive Plan Summary of the Proposal			26
Summary of the Proposal			26
Available Shares			27
Eligible Participants			28
Description of the 2018 Equity Incentive Plan			28
Material U.S. Federal Income Tax Consequences			31
Required Vote and Board Recommendation			33
Equity Incentive Plan Information			34
Proposals and Director Nominations for 2026 Annual Meeting			35
Annual Report			35
Expenses of Solicitation			36
APPENDIX A			A-1

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VERU INC.

2916 N. Miami Avenue

Suite 1000

Miami, Florida 33127

PROXY STATEMENT

FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS

Important Notice Regarding the Availability of Proxy Materials for the

2025 Annual Meeting of Shareholders to be Held on March 13, 2025:

This Proxy Statement and the Accompanying Annual Report

are Available at: www.proxyvote.com

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of Veru Inc. (the “Company”) to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127, 9:00 a.m., local time, on Thursday, March 13, 2025, and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting. A copy of our 2024 Annual Report to Shareholders, this Proxy Statement and accompanying proxy card are being distributed, furnished or otherwise made available beginning on or about January 28, 2025. Additionally, we are mailing the Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) on or about January 28, 2025.

GENERAL INFORMATION

Proxies and Voting Procedures

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials to our shareholders by providing access to such documents on the Internet. Accordingly, an Internet Availability Notice has been mailed to many of our shareholders, while other shareholders have instead received paper copies of the documents accessible on the Internet. Shareholders that received the Internet Availability Notice have the ability to access the proxy materials on a website referred to in the Internet Availability Notice or request that a printed set of proxy materials be sent to them by following the instructions in the Internet Availability Notice.

Most shareholders have a choice of voting over the Internet, by telephone, by using a traditional proxy card or by attending the Annual Meeting and voting in person by ballot. Shareholders who have received paper copies of these proxy materials (including the form of proxy), may complete, sign, date and return the enclosed proxy card in the accompanying self-addressed postage pre-paid envelope or may vote over the Internet or by telephone. If your shares are held of record in “street name” by a broker, nominee, fiduciary or other custodian, please follow the voting instructions given by the broker, nominee, fiduciary or other custodian. If Internet and telephone voting are available to you, you can find voting instructions in the materials accompanying this Proxy Statement. The Internet and telephone voting facilities will close at 11:59 p.m. (Eastern Time) on March 12, 2025. Please be aware that if you vote over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.

The Board of Directors knows of no business which will be presented at the Annual Meeting other than the matters referred to in the accompanying Notice of Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, it is intended that the persons named in the proxy will vote on such matters in accordance with their judgment. Shares represented by properly executed proxies received on behalf of the Company will be voted at the Annual Meeting (unless revoked prior to their vote) in the manner specified therein. A shareholder will be able to revoke his or her proxy until it is voted. If no instructions are specified in a signed proxy returned to the Company, the shares represented thereby will be voted FOR: (1) the election of the directors listed in the enclosed proxy, (2) the proposal to ratify the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2025 (the “Auditor Ratification Proposal”), and (3) the proposal to amend the Company's 2018 Equity Incentive Plan (the “Equity Incentive Plan Amendment Proposal”).

Shareholders may revoke proxies (including an Internet or telephone vote) at any time to the extent they have not been exercised by giving written notice to the Company or by a later executed proxy via the Internet,

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by telephone or by mail. Attendance at the Annual Meeting will not automatically revoke a proxy, but a shareholder attending the Annual Meeting may request a ballot and vote in person, thereby revoking a prior granted proxy. Only the most recent proxy will be exercised and all others will be disregarded regardless of the method by which the proxies were authorized. If shares of Common Stock are held on your behalf by a broker, bank or other nominee, you must contact it to receive instructions as to how you may revoke your proxy instructions for those shares.

Shareholders Entitled to Vote

Only holders of the Company's common stock, par value $0.01 per share (the “Common Stock”), whose names appear of record on the books of the Company at the close of business on January 16, 2025 (the “Record Date”), are entitled to vote at the Annual Meeting. On the Record Date, there were 146,383,920 shares of Common Stock outstanding. Each share of Common Stock outstanding on the Record Date is entitled to one vote on each matter to be presented at the Annual Meeting.

Quorum; Required Vote

A majority of the votes entitled to be cast with respect to each matter submitted to the shareholders, represented either in person or by proxy, shall constitute a quorum with respect to such matter. Under Wisconsin law, directors are elected by plurality, meaning that the six individuals receiving the largest number of votes are elected as directors. Approval of the Auditor Ratification Proposal requires the number of votes cast in favor of the proposal to exceed the number of votes cast against the proposal and approval of the Equity Incentive Plan Amendment Proposal requires that a majority of the votes cast vote in favor of the proposal. Abstentions and broker non-votes (i.e., shares held by brokers in street name, voting on certain matters due to discretionary authority or instruction from the beneficial owners but not voting on other matters due to lack of authority to vote on such matters without instructions from the beneficial owners) will count toward the quorum requirement but will not count toward the determination of whether directors are elected or whether the Auditor Ratification Proposal or the Equity Incentive Plan Amendment Proposal.

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PROPOSAL 1: ELECTION OF DIRECTORS

The Board of Directors has established the number of directors at six. The Board of Directors has nominated Mitchell S. Steiner, M.D., F.A.C.S., Harry Fisch, M.D., F.A.C.S., Michael L. Rankowitz, Grace Hyun, M.D., Lucy Lu, M.D., and Loren Katzovitz for election as directors, all to serve until the 2026 Annual Meeting of Shareholders.

All of the nominees are incumbent directors. We anticipate that the nominees for election as directors will be candidates when the election is held. However, if any of the nominees should be unable or unwilling to serve, the proxies, pursuant to the authority granted to them by the Board of Directors, will have discretionary authority to select and vote for substituted nominees (except where the proxy withholds authority with respect to the election of directors).

Mario Eisenberger, M.D. will retire from the Board of Directors as of the Annual Meeting.

Below is information as of the date of this Proxy Statement about each nominee for election to our Board of Directors at the Annual Meeting. The information presented includes information each nominee has given us about his or her age, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. The information presented also includes, under the heading “Director Qualifications,” a description for each nominee of the specific experience, qualifications, attributes and skills that led the Nominating and Governance Committee and the Board of Directors to conclude that he or she should serve as a director. Our Nominating and Corporate Governance Committee regularly evaluates the mix of experience, qualifications, attributes and skills of our directors using a matrix of areas that the Committee considers important for our business. In addition to the information presented below regarding the nominee's specific experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board of Directors to conclude that the nominee should serve as a director, the Nominating and Corporate Governance Committee and the Board of Directors also considered the qualifications and criteria described below under “Corporate Governance Matters – Director Nominations” with the objective of creating a complementary mix of directors.

Nominees for Election as Directors

MITCHELL S. STEINER, M.D., F.A.C.S.

Age: 64; Elected Director: 2016; Present Term Ends: 2025 Annual Meeting

Mitchell S. Steiner, M.D., F.A.C.S. has served as President and Chief Executive Officer of the Company and as a director of the Company since October 2016 and as Chairman of the Board since March 2018. Dr. Steiner was the co-founder of Aspen Park Pharmaceuticals, Inc. (“Aspen Park”), and served as Aspen Park's Chief Executive Officer, President and Vice Chairman of the Board from July 2014 to October 2016. From 2014 to 2016, Dr. Steiner was a consultant and then the President, Urology and member of senior management of OPKO Health, Inc. (NASDAQ:OPK) and had responsibilities for the launch, marketing, sales and reimbursement of 4Kscore prostate cancer test to urologists and primary care physicians. Dr. Steiner was also the co-founder of GTx, Inc., a men’s health and oncology public company, where he served as Chief Executive Officer and Vice Chairman of Board of Directors from 1997 to 2014. Dr. Steiner is a Board Certified Urologist and a Fellow of the American College of Surgeons and has held numerous academic appointments, including Assistant Professor of Urology, Cell Biology, and Pathology at Vanderbilt School of Medicine from 1993 to 1995 and Chairman and Professor of Urology, Director of Urologic Oncology and Research and the Chair of Excellence in Urologic Oncology at the University of Tennessee from 1995 to 2004. Dr. Steiner holds a B.A. in Molecular Biology and Chemistry from Vanderbilt University and an M.D. from the University of Tennessee. He performed his surgical and urologic training at The Johns Hopkins Hospital and postdoctoral research fellow in cell biology at Vanderbilt School of Medicine.

Director Qualifications

Dr. Steiner's medical background and extensive leadership and management experience, including strategic planning, marketing, new product development, market research, operations, corporate communication, corporate transactions, as well as a deep knowledge of the Company's industry, business and strategic evolution and his experience as the President, Chief Executive Officer and co-founder of Aspen Park, all led to the conclusion that he should serve as a director and Chairman, President and Chief Executive Officer of the Company.

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HARRY FISCH, M.D., F.A.C.S.

Age: 66; Elected Director: 2016; Present Term Ends: 2025 Annual Meeting

Harry Fisch, M.D., F.A.C.S. has served as a director of the Company since October 2016, as Vice Chairman of the Board since March 2018 and as Chief Corporate Officer of the Company since January 2018. Dr. Fisch was the co-founder of Aspen Park and served as the Chairman of the Board and Chief Scientific Officer of Aspen Park from July 2014 to October 2016. Since 1994, Dr. Fisch has served as the Chief Executive Officer and President of Millennium Sciences, Inc. Dr. Fisch has also had numerous academic and clinical appointments including Clinical Professor of Urology and Reproductive Medicine at Weill College of Medicine, Cornell University from 2009 to 2022, Director of the Male Reproductive Center at Albert Einstein College of Medicine/Montefiore Medical Center from 1998 to 1999 and Professor of Clinical Urology at Columbia University, College of Physicians and Surgeons from 1999 to 2009. Dr. Fisch is a Board Certified Urologist and a Fellow of the American College of Surgeons. Dr. Fisch holds a B.A. in Chemistry from the State University of New York at Binghamton, an M.D. from Mount Sinai School of Medicine, New York, and performed his surgical and urologic training at Albert Einstein College of Medicine/Montefiore Medical Center.

Director Qualifications

Dr. Fisch’s medical background, experience in the pharmaceutical industry and deep understanding of the Company's industry, business and strategic evolution, as well as his experience as the Chairman of the Board, Chief Scientific Officer and a co-founder of Aspen Park, all led to the conclusion that he should serve as a director of the Company.

MICHAEL L. RANKOWITZ

Age: 67; Elected Director: 2018; Present Term Ends: 2025 Annual Meeting

Michael L. Rankowitz has served as a director of the Company since March 2018. Mr. Rankowitz has served as a Senior Advisor at Morgan Stanley since 2001. From 1980 to 2001, Mr. Rankowitz was employed at Morgan Stanely, most recently from 1992 to 2001 as a managing director, where he also served as a co-head of Global High Yield and was responsible for risk management, research and sales for high yield, emerging markets, bank debt and distressed securities. Mr. Rankowitz has held directorships with NF Investment Corp., Carlyle Funds, 1st Tee of Metropolitan New York, Discover Card, Clarent Hospital Corp., New York Racing Authority, International Dyslexia Association - New York Branch, Trinity School (New York) and Browning School (New York). He has a B.S. in Mathematics from the University of Vermont.

Director Qualifications

Mr. Rankowitz’s extensive experience in investment banking, particularly in corporate finance transactions and risk management, led to the conclusion that he should serve as a director of the Company.

GRACE HYUN, M.D.

Age: 53; Elected Director: 2020; Present Term Ends: 2025 Annual Meeting

Grace Hyun, M.D., has served as a director of the Company since August 2020. Ms. Hyun has served as a Director of Pediatric Urology at NYU Langone Hospital-Brooklyn and a Clinical Associate Professor at NYU Langone School of Medicine since 2017. From 2011 to 2017, Ms. Hyun served as an Associate Director of Pediatric Urology at The Mount Sinai Medical Center and as an Assistant Professor at The Mount Sinai School of Medicine. She has served as a board member to the New York Section of the American Urological Association, the New York Academy of Medicine and the Societies of Pediatric Urology. She received her M.D. from Cornell University Medical School and has a B.A. in History from Columbia University.

Director Qualifications

Dr. Hyun's medical background and deep understanding of the Company's industry led to the conclusion that she should serve as a director of the Company.

LUCY LU, M.D.

Age: 50; Appointed Director: 2021; Present Term Ends: 2025 Annual Meeting

Lucy Lu, M.D. has served as a director of the Company since May 2021 and previously from October 2016 to March 2019. Since April 2022, Dr. Lu has served as Chief Operations Officer of Innovative Cellular Therapeutics, Inc., a company focused on developing cell therapy for solid tumors. Since November 2022,

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Dr. Lu has served as a director of Inventiva S.A., a clinical stage biopharmaceutical company. From February 2015 to March 2022, Dr. Lu was President, Chief Executive Officer and a director of Avenue Therapeutics, Inc., a company focused on pharmaceutical therapies used in the acute care setting. From February 2012 to June 2017, Dr. Lu was the Executive Vice President and Chief Financial Officer of Fortress Biotech, Inc. Since December 2022, Dr. Lu has served as a director of Fortress Biotech, Inc. Prior to working in the biotech industry, Dr. Lu had 10 years of experience in healthcare-related equity research and investment banking. From February 2007 to January 2012, Dr. Lu was a senior biotechnology equity analyst with Citigroup Investment Research. From 2004 until joining Citigroup, she was with First Albany Capital, serving as Vice President from April 2004 until becoming a Principal of First Albany Capital in February 2006. Dr. Lu obtained her M.D. from the New York University School of Medicine and her M.B.A. from the Leonard N. Stern School of Business at New York University. Dr. Lu obtained a B.A. from the University of Tennessee’s College of Arts and Science.

Director Qualifications

Dr. Lu’s extensive experience in leadership positions in the pharmaceutical and medical products industries and her knowledge of the Company from her previous service as a director led to the conclusion that she should serve as a director of the Company.

LOREN KATZOVITZ

Age: 63; Appointed Director: 2024; Present Term Ends: 2025 Annual Meeting

Mr. Katzovitz has served as a director of the Company since August 2024. Mr. Katzovitz has served as Senior Managing Director of Centiva Capital since December 2023. From September 2017 to October 2023, Mr. Katzovitz served as Managing Director of Lazard Asset Management. He previously led several businesses related to Guggenheim Partners, which he joined in 2002. Mr. Katzovitz was Guggenheim Partners’ President and a Managing Partner until 2006. During this time, he co-founded Guggenheim Advisors and Guggenheim Alternative Asset Management (GAAM), serving as its Chairman & CEO until 2011. Then, Mr. Katzovitz transitioned his role at GAAM to launch Guggenheim Global Trading (GGT), which served as Guggenheim Partners Proprietary investment vehicle. He then formed Deimos Asset Management which was formed through a management buyout of GGT. Mr. Katzovitz holds a B.S. degree from the University of Southern California.

Director Qualifications

Mr. Katzovitz's extensive experience in leadership positions in the investment banking and hedge fund industries led to the conclusion that he should serve as a director of the Company.

The Board of Directors recommends that shareholders vote FOR all nominees.

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DIRECTORS MEETINGS AND COMMITTEES

Directors and Director Attendance

The Board of Directors currently consists of seven members: Mitchell S. Steiner, M.D., F.A.C.S., Mario Eisenberger, M.D., Harry Fisch, M.D., F.A.C.S., Michael L. Rankowitz, Grace Hyun, M.D., Lucy Lu, M.D, and Loren Katzovitz. At each annual meeting of shareholders, directors are elected for a term of one year to succeed those directors whose terms are expiring.

Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.

The Board of Directors held 14 meetings during the Company's fiscal year ended September 30, 2024. Each of the incumbent directors attended 100% of all meetings of the Board of Directors and 100% of all meetings held by all committees of the Board of Directors on which he or she served, if any, during each such director’s period of service in fiscal 2024.

The chart below identifies the current members of each of these committees, along with the number of meetings held by each committee during the fiscal year ended September 30, 2024:


	Audit	Compensation	Nominating and Corporate Governance
Number of Meetings:	11	2	0
Name of Member:
Mario Eisenberger, M.D.			X*
Michael L. Rankowitz	X	X*	X
Grace Hyun		X	X
Lucy Lu	X*	X
Loren Katzovitz	X	X

X = committee member; * = current committee chairperson

Audit Committee

The responsibilities of the Audit Committee, in addition to such other duties as may be specified by our Board of Directors, include the following: (1) responsibility for selecting, evaluating and, where appropriate, replacing the independent registered public accounting firm for the Company; (2) review of the timing, scope and results of the independent registered public accounting firm's audit examination; (3) review of periodic comments and recommendations by the independent registered public accounting firm and of our response thereto; (4) review of our financial statements; and (5) review of the scope and adequacy of our internal accounting controls. The Audit Committee is an audit committee for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee's report required by the rules of the SEC appears on page 11.

Compensation Committee

The Compensation Committee (1) reviews and approves the goals and objectives relating to the compensation of our Chief Executive Officer and other executive officers, and determines the compensation of those executive officers, including salary rates, participation in incentive compensation and benefit plans, fringe benefits, non-cash perquisites and other forms of compensation; (2) reviews and makes recommendations to our Board of Directors with respect to incentive compensation plans and equity-based plans; (3) administers our stock incentive, equity-based and other employee benefit plans in accordance with the responsibilities assigned to the Committee under any and all such plans; and (4) reviews and makes recommendations to our Board of Directors with respect to the compensation of our outside directors. The Compensation Committee's charter requires that the Company provide the Compensation Committee with adequate funding to engage any compensation consultants or other advisers the Compensation Committee deems it appropriate to engage. During fiscal 2024, the Compensation Committee did not engage any consultants to assist it in reviewing the Company's compensation practices and levels.

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Management plays a significant role in assisting the Compensation Committee in its oversight of compensation. Management's role includes assisting the Compensation Committee with evaluating employee performance, establishing individual performance targets and objectives, recommending salary levels and equity incentive grants, and providing financial data on company performance, calculations and reports on achievement of performance objectives, and other information requested by the Compensation Committee. The Chief Executive Officer works with the Compensation Committee in making recommendations regarding overall compensation policies and plans as well as specific compensation levels for the named executive officers and other key employees, other than the Chief Executive Officer. Members of management who were present during a part of the Compensation Committee meetings in fiscal 2024 and the first part of fiscal 2025 included the Chairman, President and Chief Executive Officer, the Chief Corporate Officer, and the Chief Financial Officer and Chief Administrative Officer. The Compensation Committee makes all decisions regarding the compensation of the Chief Executive Officer without the Chief Executive Officer or any other member of management present.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, in addition to such other duties as may be specified by our Board of Directors, identifies and recommends to our Board of Directors nominees for election to the Board of Directors, reviews and makes recommendations to our Board of Directors regarding the size and composition of the Board of Directors and the committees of our Board of Directors and reviews and recommends to our Board of Directors corporate governance policies and practices for the Company.

Charters of Committees

The Board of Directors has adopted, and may amend from time to time, a written charter for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. We make available on our website for investors at www.verupharma.com/investors, free of charge, copies of each of these charters. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Proxy Statement.

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CORPORATE GOVERNANCE MATTERS

We are committed to establishing and maintaining high standards of corporate governance, which are intended to serve the long-term interests of the Company and our shareholders. Our Board of Directors has adopted Corporate Governance Guidelines which can be found on our website for investors at www.verupharma.com/investors.

Director Independence

Our Board of Directors has reviewed the independence of the nominees for election to the Board of Directors at the Annual Meeting under the applicable standards of the NASDAQ Stock Market. Based on this review, our Board of Directors determined that each of the following directors is independent under the listing standards of the NASDAQ Stock Market:

(1)	Mario Eisenberger, M.D.

(2)	Michael L. Rankowitz

(3)	Grace Hyun, M.D.

(4)	Lucy Lu, M.D.

(5)	Loren Katzovitz

Based upon such standards, Mitchell S. Steiner, M.D., F.A.C.S. and Harry Fisch, M.D., F.A.C.S. are the only directors who are not independent in part because Dr. Steiner is our President and Chief Executive Officer and Dr. Fisch is our Chief Corporate Officer.

Board Leadership Structure

Historically, we have generally had the same person serving as the Chief Executive Officer and as Chairman of the Board of Directors. Mitchell S. Steiner, M.D., F.A.C.S., our President and Chief Executive Officer, has also served as Chairman of the Board since March 2018. Although we believe that the combination of the Chairman and Chief Executive Officer roles is appropriate under current circumstances, we will continue to review this issue periodically to determine the most appropriate Board leadership structure based on the relevant facts and circumstances. We do not have a director who serves as lead independent director or a similar position.

The Board's Role in Risk Oversight

The role of our Board of Directors in our risk oversight process includes receiving reports from members of our senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, cybersecurity, and strategic and reputational risks. The Board has authorized the Audit Committee to oversee and periodically review our enterprise risk assessment and enterprise risk management policies.

Director Nominations

We have a standing Nominating and Corporate Governance Committee. Based on the review described under “Corporate Governance Matters — Director Independence,” our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent under the applicable standards of the NASDAQ Stock Market.

The Nominating and Corporate Governance Committee will consider director nominees recommended by our shareholders. A shareholder who wishes to recommend a person or persons for consideration as a nominee for election to the Board of Directors must send a written notice by mail, c/o Secretary, Veru Inc., 2916 North Miami Avenue, Suite 1000, Miami, Florida 33127, that sets forth: (1) the name, address (business and residence), date of birth and principal occupation or employment (present and for the past five years) of each person whom the shareholder proposes to be considered as a nominee; (2) the number of shares of our Common Stock beneficially owned (as defined by Section 13(d) of the Securities Exchange Act of 1934) by each such proposed nominee; (3) any other information regarding such proposed nominee that would be required to be disclosed in a definitive proxy statement to shareholders prepared in connection with an election of directors pursuant to Section 14(a) of the Securities Exchange Act of 1934; and (4) the name and address (business and residential) of the shareholder making the recommendation and the number of shares of our Common Stock beneficially owned

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(as defined by Section 13(d) of the Securities Exchange Act of 1934) by the shareholder making the recommendation. We may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of such proposed nominee to serve as a director of the Company. Shareholder recommendations will be considered only if received no less than 120 days nor more than 150 days before the date of the proxy statement sent to shareholders in connection with the previous year's annual meeting of shareholders.

The Nominating and Corporate Governance Committee will consider any nominee recommended by a shareholder in accordance with the preceding paragraph under the same criteria as any other potential nominee. The Nominating and Corporate Governance Committee believes that a nominee recommended for a position on our Board of Directors must have an appropriate mix of director characteristics, experience, diverse perspectives and skills. For new potential board members, the Nominating and Corporate Governance Committee will in the first instance consider the independence of the potential member and the appropriate size of the board and then the qualifications of the proposed member. Qualifications of a prospective nominee that may be considered by the Nominating and Corporate Governance Committee include:

•	personal integrity and high ethical character;

•	professional excellence;

•	accountability and responsiveness;

•	absence of conflicts of interest;

•	fresh intellectual perspectives and ideas; and

•	relevant expertise and experience and the ability to offer advice and guidance to management based on that expertise and experience.

We do not have a formal policy for the consideration of diversity by our Nominating and Corporate Governance Committee in identifying nominees for director. Diversity is one of the factors the Nominating and Corporate Governance Committee may consider and in this respect diversity may include race, gender, national origin or other characteristics.

Loren Katzovitz was recommended for appointment to the Company's Board of Directors by an executive officer of the Company other than the Chief Executive Officer and appointed to the Board of Directors effective August 1, 2024 after consideration by the Nominating and Corporate Governance Committee.

Communications between Shareholders and the Board of Directors

We have placed on our website for investors located at www.verupharma.com/investors a description of the procedures for shareholders to communicate with our Board of Directors, a description of our policy for our directors and nominee directors to attend the Annual Meeting and the number of directors who attended last year's annual meeting of shareholders.

Code of Business Ethics

We have adopted a Code of Business Ethics that applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Business Ethics is available on our website for investors which is located at www.verupharma.com/investors. We also intend to disclose any amendments to, or waivers from, the Code of Business Ethics on our website.

Policy on Trading, Hedging and Pledging Our Common Stock

We have adopted an Insider Trading Policy which applies to our directors, officers (including but not limited to executive officers) and employees and immediate family members and members of the household of directors, officers and employees as well as contractors or consultants who the Company determines should be subject to the Insider Trading Policy. Our Insider Trading Policy prohibits any person subject to the Policy from engaging in any transaction involving any of our securities during any period in which he or she possesses material nonpublic information concerning the Company subject to certain exceptions set forth in the Policy and from making improper disclosure of material nonpublic information concerning the Company to others. Our Insider Trading Policy also prohibits any person subject to the Policy from purchasing any financial instrument, or

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otherwise engaging in any transaction, that is designed to hedge or offset any decrease in the market value of our Common Stock, including prepaid forward contracts, equity swaps, zero-cost collars and forward sale contracts. All persons subject to our Insider Trading Policy are also prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan unless such an arrangement is pre-cleared by our Executive Vice President, General Counsel & Corporate Strategy. All transactions in our securities by directors, executive officers and certain other employees must be pre-cleared with our Executive Vice President, General Counsel & Corporate Strategy, and such persons are also subject to restrictions on trading during certain blackout periods. The foregoing description of our Insider Trading Policy is qualified in its entirety by the full text of our Insider Trading Policy, which has been filed as an exhibit to our most recent Annual Report on Form 10-K filed with the SEC.

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AUDIT COMMITTEE MATTERS

Report of the Audit Committee

The Audit Committee is currently comprised of three members of our Board of Directors. Based upon the review described above under “Corporate Governance Matters — Director Independence,” our Board of Directors has determined that each member of the Audit Committee is independent as defined in the listing standards of the NASDAQ Stock Market and the rules of the SEC. The duties and responsibilities of our Audit Committee are set forth in the Audit Committee Charter.

The Audit Committee has:

•	reviewed and discussed our audited financial statements for the fiscal year ended September 30, 2024, with our management and with our independent registered public accounting firm;

•	discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and

•

received and discussed with our independent registered public accounting firm the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the audit committee concerning independence.

Based on such review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 for filing with the SEC.

AUDIT COMMITTEE:

Lucy Lu. M.D. (Chairperson)

Michael L. Rankowitz

Loren Katzovitz

Fees of Independent Registered Public Accounting Firm

The following table summarizes the fees we paid for audit and non-audit services rendered by our independent registered public accounting firm, Cherry Bekaert LLP, during fiscal 2024, and for audit and non-audit services rendered by our previous independent registered public accounting firm RSM US LLP, during fiscal 2023 and fiscal 2024:


Service Type	Fiscal 2024	Fiscal 2023
Audit Fees⁽¹⁾	$893,000	$625,800
Audit-Related Fees	—	—
Tax Fees⁽²⁾	122,100	$112,700
All Other Fees	—	—
Total Fees	$1,015,100	$738,500

(1)

Consists of fees for the audit of the Company’s consolidated financial statements for the years ended September 30, 2024 and 2023, reviews of financial information included in the Company’s quarterly reports on Form 10-Q for fiscal 2024 and fiscal 2023, the restatement of the Company’s consolidated financial statements during fiscal 2024, the statutory audits of the foreign entities, and consents and assistance with documents filed by the Company with the SEC.

(2)	Consists of fees relating to the preparation of the Company's corporate income tax returns and related informational filings, review of foreign tax structuring and preparation of foreign income tax returns.

The Audit Committee of the Board of Directors of the Company considered that the provision of the services and the payment of the fees described above are compatible with maintaining the independence of RSM US LLP and Cherry Bekaert LLP.

The Audit Committee is responsible for reviewing and pre-approving any non-audit services to be performed by our independent registered public accounting firm. The Audit Committee has delegated its pre-approval authority to the Chairperson of the Audit Committee to act between meetings of the Audit Committee. Any pre-approval given by the Chairperson of the Audit Committee pursuant to this delegation is presented to the full

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Audit Committee at its next regularly scheduled meeting. The Audit Committee or Chairperson of the Audit Committee reviews and, if appropriate, approves non-audit service engagements, taking into account the proposed scope of the non-audit services, the proposed fees for the non-audit services, whether the non-audit services are permissible under applicable law or regulation and the likely impact of the non-audit services on the independence of the independent registered public accounting firm.

Each new engagement of our independent registered public accounting firm to perform non-audit services set forth in the table above has been approved in advance by the Audit Committee or the Chairperson of the Audit Committee pursuant to the foregoing procedures.

Audit Committee Financial Expert

Our Board of Directors has determined that one of the members of the Audit Committee, Lucy Lu, M.D. qualifies as an “audit committee financial expert” as defined by the rules of the SEC based on her work experience and education.

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EXECUTIVE OFFICERS

The names of, and certain information regarding, executive officers of the Company who are not directors or director nominees as of the date of this Proxy Statement, are set forth below.

MICHELE GRECO

Age: 66; Chief Financial Officer and Chief Administrative Officer

Ms. Greco has served as Chief Financial Officer of the Company since March 2018 and as Chief Administrative Officer of the Company since December 2017. Ms. Greco served as Executive Vice President of Finance of the Company from October 2016 to March 2018, as Executive Vice President and Chief Financial Officer of the Company from December 2014 to October 2016 and as Vice President and Chief Financial Officer of the Company from January 2013 to December 2014. Ms. Greco is a CPA with nearly 30 years of experience in public accounting with Ernst & Young LLP. From January 2011 to February 2012, Ms. Greco provided consulting services to Systems Research Incorporated as a recruiter of finance professionals. From March 2009 to January 2011, Ms. Greco was involved in a series of personal business ventures. From 1994 to March 2009, Ms. Greco served as an audit partner with Ernst & Young LLP. Ms. Greco joined Ernst & Young LLP in 1981.

K. GARY BARNETTE

Age: 57; Chief Scientific Officer

Dr. Barnette has served as Chief Scientific Officer of the Company since September 2018. Dr. Barnette served as Senior Vice President of Scientific and Regulatory Affairs of Camargo Pharmaceutical Services (“Camargo”), now part of Premier Research, a provider of drug development services specializing in the 505(b)(2) approval pathway, from October 2016 to September 2018, as Vice President of Scientific and Regulatory Affairs of Camargo from January 2016 to October 2016, and as Vice President of Drug Development of Camargo from May 2012 to January 2016. Dr. Barnette was also the co-founder of GTx, Inc., a men's health and oncology public company, where he served in various roles from 2001 to 2012. From 1998 to 2001, Dr. Barnette worked for Solvay Pharmaceuticals, Inc., eventually serving as Director of Regulatory Affairs. From 1995 until 1998, Dr. Barnette served as Clinical Pharmacology and Biopharmaceutics Reviewer for the U.S. Food and Drug Administration. Dr. Barnette earned his Doctor of Philosophy, Basic Pharmaceutical Sciences from West Virginia University in 1995 and his Bachelor of Science from Salem College in 1989.

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SECURITY OWNERSHIP

The following table sets forth information regarding beneficial ownership of our Common Stock as of January 16, 2025 with respect to (1) each person known to the Company to own beneficially more than 5% of our Common Stock, (2) each named executive officer (as defined below under the heading “Executive Compensation”) and each director and director nominee, and (3) all directors, nominees and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated, the persons and entities included in the table have sole voting and investment power with respect to all shares beneficially owned, except to the extent authority is shared by spouses under applicable law. Shares of our Common Stock subject to options that are either currently exercisable or exercisable within 60 days of January 16, 2025, are treated as outstanding and beneficially owned by the holder for the purpose of computing the percentage ownership of the holder. However, these shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person. This table lists applicable percentage ownership based on 146,383,920 shares of Common Stock outstanding as of January 16, 2025.


	Common Stock
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares	Percent of Class
Certain Principal Shareholders:
BlackRock, Inc.⁽²⁾	8,235,270	5.6%
Adage Capital Management, LP⁽³⁾	7,861,111	5.4%

Directors, Nominees and Executive Officers:
Mitchell S. Steiner, M.D., F.A.C.S.⁽⁴⁾	9,859,997	6.6%
Harry Fisch, M.D., F.A.C.S.⁽⁵⁾	9,080,098	6.2%
Mario Eisenberger, M.D.⁽⁶⁾	335,001	*
Michael L. Rankowitz⁽⁷⁾	500,001	*
Lucy Lu, M.D.⁽⁸⁾	239,801	*
Grace Hyun, M.D.⁽⁹⁾	208,125	*
Loren Katzovitz	224,000	*
K. Gary Barnette⁽¹⁰⁾	1,126,110	*
Michele Greco⁽¹¹⁾	1,338,107	*
All directors and executive officers, as a group (9 persons)⁽¹²⁾	22,911,240	14.9%

*	Less than 1 percent.

(1)	Unless otherwise indicated, the address of each beneficial owner is 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

(2)

BlackRock, Inc. (“BlackRock”), 50 Hudson Yards, New York, NY 10001, filed a Schedule 13G on November 8, 2024, reporting that it beneficially owned 8,235,270 shares of Common Stock, including 8,180,777 shares of Common Stock as to which BlackRock has sole voting power and 8,235,270 shares of Common Stock as to which BlackRock has sole dispositive power.

(3)

Adage Capital Management, L.P. (“ACM”), Robert Atchinson (“Mr. Atchinson”) and Phillip Gross (“Mr. Gross”), 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116, filed a Schedule 13G/A on November 12, 2024 reporting that they beneficially owned 7,861,111 shares of Common Stock, with shared voting power and shared dispositive power over all of such shares.

(4)	Consists of (a) 6,942,709 shares of Common Stock owned directly by Dr. Steiner, (b) 144,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner's adult children of which Dr. Steiner is the trustee, and (c) 2,773,288 shares of Common Stock subject to stock options.

(5)

Consists of (a) 233,592 shares of Common Stock held directly by Dr. Fisch, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 1,066,266 shares of Common Stock subject to stock options.

(6)	Consists of 335,001 shares of Common Stock subject to stock options.

(7)	Consists of (a) 100,000 shares of Common Stock owned directly by Mr. Rankowitz and (b) 400,001 shares of Common Stock subject to stock options.

(8)	Consists of (a) 9,800 shares of Common Stock owned directly by Dr. Lu and (b) 230,001 shares of Common Stock subject to stock options.

(9)	Consists of (a) 14,790 shares of Common Stock owned directly by Dr. Hyun and (b) 193,335 shares of Common Stock subject to stock options.

(10)	Consists of (a) 5,000 shares of Common Stock owned directly by Dr. Barnette and (b) 1,121,110 shares of Common Stock subject to stock options.

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(11)	Consists of (a) 96,178 shares of Common Stock owned directly by Ms. Greco and (b) 1,241,929 shares of Common Stock subject to stock options.

(12)

Includes (a) 144,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner's adult children of which Dr. Steiner is the trustee, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 7,360,931 shares of Common Stock subject to stock options.

The above beneficial ownership information is based on information furnished by the specified persons and is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as required for purposes of this Proxy Statement. This information should not be construed as an admission of beneficial ownership for other purposes.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5 they file.

Based solely on a review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that during the fiscal year ended September 30, 2024 all reports required by Section 16(a) to be filed by the Company's officers, directors and more than 10% shareholders were filed on a timely basis except for the following: each of Mario Eisenberger, M.D., Michael L. Rankowitz, Grace Hyun, M.D. and Lucy Lu, M.D. filed a Form 4 on November 17, 2023 reporting an award of common stock options that occurred on October 2, 2023.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The table shown below provides information for the Company's last two fiscal years regarding compensation paid by the Company to the person who served as Chief Executive Officer during fiscal 2024 and the two other most highly compensated executive officers of the Company based on their total compensation during fiscal 2024. The individuals listed in this table are referred to elsewhere in this proxy statement as the “named executive officers.”


Name and Principal Position	Year	Salary	Option Awards⁽¹⁾	Nonequity Incentive Plan Compensation⁽²⁾	All Other Compensation⁽³⁾	Total
Mitchell S. Steiner, Chairman, President and Chief Executive Officer	2024	$804,049	$516,774	$656,380	—	$1,977,203
	2023	$865,524	$3,828,717	—	$19,800	$4,714,041

K. Gary Barnette, Chief Scientific Officer	2024	$591,941	$140,189	$270,606	—	$1,002,736
K. Gary Barnette, Chief Scientific Officer	2023	$656,471	$1,010,298	—	$19,800	$1,686,569

Harry Fisch Vice Chairman and Chief Corporate Officer	2024	$486,186	$140,189	$222,260	—	$848,635
Harry Fisch Vice Chairman and Chief Corporate Officer	2023	$500,593	$1,010,298	—	—	$1,510,891

(1)

We have used equity incentive compensation in the form of grants of stock options subject to time-based vesting criteria to further achieve our goals of aligning our shareholders’ interests with those of our named executive officers and to promote our executive retention objectives. The amount in this column equals the grant date fair value of the award, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of the grant date fair value are included in Note 11 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 16, 2024.

(2)

The Company has an annual incentive bonus program which provides participating named executive officers with the opportunity to receive annual payouts in cash and/or options to purchase shares of Common Stock. Participants are eligible to receive payouts upon achievement of corporate goals and individual goals. Corporate goals for fiscal 2023 and fiscal 2024 included specific objectives relating to general corporate matters, product development for our drug candidates and our FC2 business. Payouts are equal to each participant's target amount multiplied by the weighted percentage achievement of the corporate goals and the participant's individual goals. None of the executive officers earned an incentive payout for fiscal 2023.

(3)	The amount of “All Other Compensation” consists of matching contributions by the Company under the Company's retirement plan for its employees.

Equity Awards

During the fiscal year ended September 30, 2024, the Company granted stock options to the named executive officers as set forth in the table below. No stock options were exercised by the named executive officers during the fiscal year ended September 30, 2024. All options vest upon the occurrence of a “change of control” (as defined in the applicable Equity Incentive Plan).

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The following table provides information regarding stock options held by the named executive officers at September 30, 2024.


	Option Awards
	Number of Shares Underlying Unexercised Options		Option Exercise Price	Option Expiration Date
Name	Exercisable	Unexercisable	Option Exercise Price	Option Expiration Date
Mitchell S. Steiner	350,000	—	$1.20	8/2/2027
	188,419	—	$1.22	12/14/2027
	210,800	—	$1.89	5/2/2028
	125,802	—	$1.38	12/11/2028
	215,600	—	$1.60	5/13/2029
	350,000	—	$1.92	11/14/2029
	40,000	—	$2.75	11/13/2030
	360,000	—	$2.75	11/13/2030
	240,000	120,000⁽¹⁾	$8.35	11/3/2031
	200,000	100,000⁽²⁾	$11.21	4/22/2032
	124,000	248,000⁽³⁾	$11.46	11/2/2032
	124,667	249,333⁽⁴⁾	$1.37	5/9/2033
	—	376,000⁽⁵⁾	$1.63	5/7/2034

K. Gary Barnette	300,000	—	$1.87	9/4/2028
	99,000	—	$1.60	5/13/2029
	105,000	—	$1.92	11/14/2029
	137,808	—	$1.92	11/14/2029
	112,500	—	$2.75	11/13/2030
	89,867	44,933⁽¹⁾	$8.35	11/3/2031
	133,334	66,666⁽²⁾	$11.21	4/22/2032
	32,667	65,333⁽³⁾	$11.46	11/2/2032
	33,334	66,666⁽⁴⁾	$1.37	5/9/2033
	—	102,000⁽⁵⁾	$1.63	5/7/2034

Harry Fisch	55,000	—	$1.20	8/2/2027
	54,000	—	$1.89	5/2/2028
	37,395	—	$1.38	12/11/2028
	99,000	—	$1.60	5/13/2029
	102,000	—	$1.92	11/14/2029
	123,552	—	$1.92	11/14/2029
	125,117	—	$2.75	11/13/2030
	105,000	—	$2.75	11/13/2030
	88,800	44,400⁽¹⁾	$8.35	11/3/2031
	133,334	66,666⁽²⁾	$11.21	4/22/2032
	32,667	65,333⁽³⁾	$11.46	11/2/2032
	33,334	66,666⁽⁴⁾	$1.37	5/9/2033
	—	102,000⁽⁵⁾	$1.63	5/7/2034

(1)	Options for the shares vest on November 3, 2024.

(2)	Options for the shares vest on April 22, 2025.

(3)	Options for one-half of the shares vest on each of November 2, 2024 and November 2, 2025.

(4)	Options for one-half of the shares vest on each of May 9, 2025 and May 9, 2026.

(5)	Options for one-third of the shares vest on each of May 7, 2025, May 7, 2026 and May 7, 2027.

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Employment Agreements

The Company entered into an Employment Agreement with Dr. Steiner on April 5, 2016 that took effect on October 31, 2016 (as amended on July 18, 2016 and November 4, 2016, the “Steiner Employment Agreement”). Under the Steiner Employment Agreement, Dr. Steiner's position with the Company is President and Chief Executive Officer. The initial term of the Steiner Employment Agreement was for three years from October 31, 2016, with automatic one-year renewals thereafter. The Steiner Employment Agreement is still in effect. The Steiner Employment Agreement requires that Dr. Steiner (i) receive a minimum annual base salary of $375,000, (ii) be eligible to receive an annual bonus under the Company's annual incentive bonus program and (iii) be entitled to participate in our equity incentive plans. Dr. Steiner is also entitled to participate in all of our employee benefit plans, practices and programs on a basis no less favorable than other similarly situated employees. In the event that Dr. Steiner's employment is terminated by the Company without “cause” or by Dr. Steiner for “good reason” (each as defined in the Steiner Employment Agreement), Dr. Steiner will be entitled to continuation of his base salary and medical and dental insurance coverage for a period of one year following termination. The Steiner Employment Agreement contains customary noncompetition, nonsolicitation and nondisclosure covenants on the part of Dr. Steiner.

The Company and Dr. Barnette are parties to an Employment Agreement dated as of September 4, 2018 (the “Barnette Employment Agreement”). Under the Barnette Employment Agreement, Dr. Barnette's position with the Company is Chief Scientific Officer. The Barnette Employment Agreement does not have a definite term. The Barnette Employment Agreement requires that Dr. Barnette (i) receive a minimum annual base salary of $330,000, (ii) be eligible to receive an annual bonus equal to 45% of his base salary under the Company's annual incentive bonus program and (iii) be entitled to participate in our equity incentive plans. Dr. Barnette is also entitled to participate in all of our employee benefit plans, practices and programs on a basis no less favorable than other similarly situated employees. In the event that Dr. Barnette's employment is terminated by the Company without “cause” or by Dr. Barnette for “good reason” (each as defined in the Barnette Employment Agreement), Dr. Barnette will be entitled to continuation of his base salary for a period of six months following termination, payment of any unpaid annual bonus for any completed fiscal year, payment of a pro-rated payment of his target bonus for the year in which the termination occurs and continuation of medical and dental insurance coverage until the earliest of (i) six months following termination, (ii) the date Dr. Barnette is no longer eligible to receive COBRA or comparable state law continuation coverage or (iii) the date on which Dr. Barnette becomes eligible to receive substantially similar coverage from another employer or another source. If Dr. Barnette's employment is terminated by the Company without “cause” or by Dr. Barnette for “good reason” within six months following a “change in control” (as defined in the Barnette Employment Agreement), then in addition to the benefits described in the preceding sentence Dr. Barnette will be entitled to the accelerated vesting of all unvested equity compensation awards. The Barnette Employment Agreement contains customary noncompetition, nonsolicitation and nondisclosure covenants on the part of Dr. Barnette.

The Company and Dr. Fisch are parties to an Employment Agreement dated as of December 31, 2017 (the “Fisch Employment Agreement”). Under the Fisch Employment Agreement, Dr. Fisch's position with the Company is Chief Corporate Officer. The Fisch Employment Agreement does not have a definite term. The Fisch Employment Agreement requires that (i) Dr. Fisch receive a minimum annual base salary of $180,000 and (ii) be eligible to receive an annual bonus equal to 45% of his base salary under the Company's annual incentive bonus program. Dr. Fisch is also entitled to participate in all of our employee benefit plans, practices and programs on a basis no less favorable than other similarly situated employees. In the event that Dr. Fisch's employment is terminated by the Company without “cause” or by Dr. Fisch for “good reason” (each as defined in the Fisch Employment Agreement), Dr. Fisch is entitled to continuation of his base salary for a period of six months following termination, payment of any unpaid annual bonus for any completed fiscal year, payment of a pro-rated payment of his target bonus for the year in which the termination occurs and continuation of medical and dental insurance coverage until the earliest of (i) six months following termination, (ii) the date Dr. Fisch is no longer eligible to receive COBRA or comparable state law continuation coverage or (iii) the date on which Dr. Fisch becomes eligible to receive substantially similar coverage from another employer or another source. If Dr. Fisch's employment is terminated by the Company without “cause” or by Dr. Fisch for “good reason” within six months following a “change in control” (as defined in the Fisch Employment Agreement), then in addition to the benefits described in the preceding sentence Dr. Fisch is entitled to the accelerated vesting of all unvested equity compensation awards. The Fisch Employment Agreement contains customary noncompetition, nonsolicitation and nondisclosure covenants on the part of Dr. Fisch.

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Compensation Clawback Policy

Effective November 30, 2023, the Company adopted a policy which provides for the recoupment of certain executive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under securities laws. The policy is designed to comply with Section 10D of the Securities Exchange Act of 1934 and any applicable rules or standards adopted by the SEC or the NASDAQ Stock Market. The policy applies to any of the Company's current and former executive officers, as determined by the Board of Directors, who receives certain types of incentive compensation after such person began service as an executive officer and who served as an executive officer at any time during the performance period for the incentive compensation. The policy is effective as of October 2, 2023 and applies to incentive compensation that is approved, awarded or granted to the persons covered by the policy on or after that date.

On April 1, 2024, the Company filed an amendment to its Form 10-K for the year ended September 30, 2023 originally filed on December 8, 2023 (the “Original Form 10-K”) to restate certain financial information and related footnote disclosures in its previously issued consolidated financial statements in the Original Form 10-K. The Company determined that the restatement would not result in the recoupment of any compensation because the restatement did not affect any incentive compensation approved, awarded or granted after October 2, 2023.

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Pay Versus Performance

The Company and its Compensation Committee are committed to ensuring alignment between Company performance and executive compensation to encourage and reward management for the creation of stockholder value. This Pay versus Performance disclosure provides an additional perspective on our pay and performance alignment. This perspective is enhanced by the inclusion of Compensation Actually Paid (CAP) to our named executive officers, which captures the annual change in management’s total, company-derived wealth. This provides a distinct view from total compensation for our named executive officers as set forth in the “Summary Compensation Table” (SCT) pay, which captures the annual economic cost of compensation to the Company.

Pay Versus Performance Table

The following table shows the past two fiscal years’ of SCT pay, CAP, our indexed total shareholder return (TSR), and our net income.

Pay vs. Performance Table


Year	Summary Compensation Table Total for PEO^(1&2)	Compensation Actually Paid to PEO^(1&3)	Average Summary Compensation Table Total for Non-PEO NEOs^(1&2)	Average Compensation Actually Paid to Non-PEO NEOs^(1&3)	Value of Initial Fixed $100 Investment Based On Total Shareholder Return⁽⁴⁾	Net Loss (thousands)⁽⁵⁾
2024	$1,977,203	$1,827,392	$925,686	$896,816	$9.03	$(37,801)
2023	$4,714,041	$(5,951,853)	$1,615,858	$(2,144,042)	$8.44	$(93,153)
2022	$6,096,281	$9,344,904	$3,264,086	$4,502,064	$135.05	$(84,041)

(1)	The Company’s Principal Executive Officer (PEO) and Named Executive Officers (NEOs) included in these columns reflect the following:

(2)	Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year.

(3)

The following table details the adjustment to the Summary Compensation Table Total Pay for our PEO and the average for our other NEOs, to determine “compensation actually paid”, as computed in accordance with Item 402(v) of Regulation S-K. Amounts do not reflect actual compensation earned by or paid to our NEOs during the applicable year.


	PEO			NEO Average
	2024	2023	2022	2024	2023	2022
Summary Compensation Table Total	$1,977,203	$4,714,041	$6,096,281	$925,686	$1,615,858	$3,264,086
Less: Reported Fair Value of Equity Awards^(a)	(516,774)	(3,828,717)	(4,576,284)	(140,189)	(1,030,871)	(2,457,638)
Add: Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year^(b)	216,298	301,459	6,017,474	58,677	81,813	3,037,247
Add: Fair Value of Equity Awards Granted in the Year that Vested in the Year^(b)	0	0	0	0	0	0
Add: Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year^(b)	156,453	(1,999,699)	674,112	55,479	(761,211)	318,334
Add: Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years^(b)	(5,788)	(5,138,937)	1,133,321	(2,837)	(2,049,631)	340,035
Less: Fair Value at end of Prior Year of Equity Awards Granted in Prior Years that Forfeited During the Year^(b)	0	0	0	0	0	0
Compensation Actually Paid	$1,827,392	$(5,951,853)	$9,344,904	$896,816	$(2,144,042)	$4,502,064

(a)	The amounts reflect the aggregate grant-date fair value reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)

Fair values of unvested and outstanding equity awards to our NEOs were remeasured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies that are generally consistent with those used to estimate fair value at grant under US GAAP, including expected term, expected volatility, expected dividend yield, and risk-free interest rates. See Note 11 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 16, 2024.

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(4)	The amounts reflect the indexed total shareholder return of our Common Stock at the end of each fiscal year. In each case, assume an initial investment of $100 on September 30, 2021, and reinvestment of dividends, if any.

(5)	The dollar amounts reported represent the net income reflected in our audited financial statements for the applicable year.

Policies and Practices Regarding Grants of Equity Awards

We grant equity awards in the form of stock option grants to our directors, executive officers and other employees. Such stock options generally vest over a period of three years from the date of grant and have an exercise price equal to the closing price of our Common Stock on the date of grant. The Compensation Committee approves all stock option grants. The Compensation Committee’s policy is to generally make stock option grants on regularly scheduled dates, which includes grants in May for directors, executive officers and other employees and also in October for outside directors. The Board of Directors or the Compensation Committee may change any regularly scheduled grant date if the Board of Directors or Compensation Committee determines that making grants on such date would not be in the Company's best interest. Stock option grants may also be made on other dates in connection with new hires, promotions or similar events. It is the intent of the Company that no stock option awards will be backdated, nor will the timing of the public release of material information or of a stock option award be manipulated with the intent of benefiting an award recipient.

At a Compensation Committee meeting held on May 7, 2024, the Compensation Committee approved regularly scheduled stock option awards to employees, including the named executive officers. These awards were made the day before the Company announced its results for the quarter ended March 31, 2024 and filed a Quarterly Report on Form 10-Q on May 8, 2024. The table below provides information regarding these stock option awards made to the named executive officers.


Name	Grant Date	Number of Securities Underlying the Award	Exercise Price of the Award ($/Share)	Grant Date Fair Value of the Award	Percentage Change in the Closing Market Price of the Securities Underlying the Award Between the Trading Day Ending Immediately Prior to the Disclosure of Material Nonpublic Information and the Trading Day Beginning Immediately Follow the Disclosure of Material Nonpublic Information
Mitchell S. Steiner	05/07/2024	376,000	$1.63	$516,774	(16)%
K. Gary Barnette	05/07/2024	102,000	$1.63	$140,189	(16)%
Harry Fisch	05/07/2024	102,000	$1.63	$140,189	(16)%

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DIRECTOR COMPENSATION AND BENEFITS

Overview

The Company does not currently have any arrangement in place to pay a retainer or other cash compensation to non-employee directors generally for their service as Board members. Non-employee directors are eligible to participate in our equity incentive plans and each non-employee director received a stock option award in each of August 2024 and October 2024.

Director Summary Compensation Table

The following table provides information concerning the compensation paid by the Company in fiscal 2024 to each person who served as a director during fiscal 2024 who was not an executive officer of the Company on September 30, 2024.


Name	Option Awards⁽¹⁾	Total
Mario Eisenberger	$62,202	$62,202
Lucy Lu, M.D.	$63,416	$63,416
Michael L. Rankowitz	$60,974	$60,974
Grace Hyun, M.D.	$61,788	$61,788
Loren Katzovitz	$54,640	$54,640

(1)	The amounts reflect the grant date fair value of the stock option awards during fiscal 2024, computed in accordance with ASC Topic 718.

As of September 30, 2024, the directors listed on the Director Summary Compensation Table who are not named executive officers held the following number of stock options:


	Option Awards
Name	Vested	Unvested
Mario Eisenberger	260,001	189,999⁽¹⁾
Lucy Lu, M.D.	150,001	189,999⁽²⁾
Michael L. Rankowitz	315,001	189,999⁽³⁾
Grace Hyun, M.D.	128,335	186,665⁽⁴⁾
Loren Katzovitz	0	80,000⁽⁵⁾

(1)

Represents (a) 23,334 stock options that vest on November 3, 2024, (b) 56,666 stock options that vest one-half each on November 2, 2024 and November 2, 2025, (c) 10,000 stock options that vest one-half on each of May 9, 2025 and May 9, 2026, (d) 70,000 stock options that vest one third on each of October 2, 2024, October 2, 2025 and October 2, 2026, and (e) 30,000 stock options that vest one third on each of August 6, 2025, August 6, 2026 and August 6, 2027.

(2)

Represents (a) 23,333 stock options that vest on November 3, 2024, (b) 60,000 stock options that vest one-half on each of November 2, 2024 and November 2, 2025, (c) 6,666 stock options that vest one-half on each of May 9, 2025 and May 9, 2026, (d) 80,000 stock options that vest one-third on each of October 2, 2024, October 2, 2025 and October 2, 2026, and (e) 20,000 stock options that vest one third on each of August 6, 2025, August 6, 2026 and August 6, 2027.

(3)

Represents (a) 23,333 stock options that vest on November 3, 2024, (b) 63,333 stock options that vest one-half on each of November 2, 2024 and November 2, 2025, (c) 3,333 stock options that vest one-half on each of May 9, 2025 and May 9, 2026, (d) 90,000 stock options that vest one-third on each of October 2, 2024, October 2, 2025 and October 2, 2026, and (e) 10,000 stock options that vest one-third on each of August 6, 2025, August 6, 2026 and August 6, 2027.

(4)

Represents (a) 18,333 stock options that vest on November 3, 2024, (b) 1,666 stock options that vest on March 29, 2025, (c) 53,333 stock options that vest one-half on each of November 2, 2024 and November 2, 2025, (d) 13,333 stock options that vest one-half on each of May 9, 2025 and May 9, 2026, (e) 60,000 stock options that vest one-third on each of October 2, 2024, October 2, 2025 and October 2, 2026, and (f) 40,000 stock options that vest one-third on each of August 6, 2025, August 6, 2026 and August 6, 2027.

(5)	Represents 80,000 stock options that vest one-third on each of August 6, 2025, August 6, 2026 and August 6, 2027.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The daughter of Dr. Mitchell S. Steiner, the Chairman, President and Chief Executive Officer of the Company, was employed by the Company in a non-executive officer position during fiscal 2024 and earned total compensation of $267,000 for her services in fiscal 2024.

The son of Dr. Harry Fisch, the Vice Chairman of the Board and Chief Corporate Officer of the Company, is employed by the Company in a non-executive officer position and earned total compensation of $302,000 for his services in fiscal 2024.

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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Change and Engagement of Independent Registered Public Accounting Firms

The Audit Committee of our Board of Directors has appointed Cherry Bekaert LLP as our independent registered public accounting firm, to audit our financial statements for the fiscal year ending September 30, 2025. The board of directors proposes that the shareholders ratify this appointment. We expect that representatives of Cherry Bekaert LLP will be present at the annual meeting, will be able to make a statement if they so desire, and will be available to respond to appropriate questions.

On May 22, 2024, we filed a Current Report on Form 8-K (the “Form 8-K”) with the SEC reporting that, on May 16, 2024, we dismissed RSM US LLP as our independent registered public accounting firm, and Cherry Bekaert LLP was engaged as our new independent registered public accounting firm on May 21, 2024. The decision to dismiss RSM US LLP and to retain Cherry Bekaert LLP was approved by our Audit Committee.

RMS US LLP's reports on the Company's consolidated financial statements for each of the fiscal years ended September 30, 2023 and September 30, 2022 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the report for the fiscal year ended September 30, 2023 included an explanatory paragraph indicating that there was substantial doubt about the Company's ability to continue as a going concern. During the Company's two most recent fiscal years and through May 16, 2024, there were no disagreements with RSM US LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to RSM US LLP's satisfaction, would have caused them to make reference to the subject matter in connection with their report on the Company's consolidated financial statements for such years; and there were no reportable events, as listed in Item 304(a)(1)(v) of SEC Regulation S-K, except for (A) the material weakness in the Company’s internal control over financial reporting disclosed in Part I, Item 4 of the Company’s Form 10-Q/A for the quarter ended June 30, 2023 filed with the SEC on November 15, 2023, which resulted in a restatement of the Company’s previously issued unaudited condensed consolidated financial statements as of and for the three and nine months ended June 30, 2023, as a material weakness in the Company’s internal control over financial reporting was identified related to its controls over applying technical accounting guidance to nonrecurring events and transactions, specific to the evaluation of information that was known or knowable at the time of the transaction or event, and (B) the material weakness in the Company’s internal control over financial reporting disclosed in Part II, Item 9A of the Company’s Form 10-K/A for the year ended September 30, 2023 filed with the SEC on April 1, 2024, which resulted in a restatement of the Company’s previously issued consolidated financial statements as of and for the years ended September 30, 2023 and 2022, as a material weakness in the Company’s internal control over financial reporting was identified related to its management review control over its estimate of research and development expenses associated with activities conducted by third-party service providers.

In deciding to appoint Cherry Bekaert LLP, the Audit Committee reviewed auditor independence and existing commercial relationships with Cherry Bekaert LLP and concluded that Cherry Bekaert LLP has no commercial relationship with the Company that would impair its independence for the fiscal year ending September 30, 2024.

We provided RSM US LLP with a copy of the disclosures in the Form 8-K prior to filing the Form 8-K. We requested that RSM US LLP furnish us with a letter addressed to the SEC stating whether RSM US LLP agrees with the statements made by us regarding RSM US LLP in the Form 8-K and, if not, stating the respects in which it does not agree. A copy of RSM US LLP's letter dated May 22, 2024 to the SEC, stating that it agrees with the statements made in the Form 8-K, was filed as Exhibit 16.1 to an amendment to the Form 8-K filed on May 16, 2024.

During the fiscal years ended September 30, 2023 and September 30, 2022, and the subsequent interim period through May 21, 2024, the Company did not consult with Cherry Bekaert LLP regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of SEC Regulation S-K.

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Vote Required for Approval and Board Recommendation

In the event that ratification of the appointment of Cherry Bekaert LLP as the independent registered public accounting firm for the Company is not obtained at the Annual Meeting, the Audit Committee of our Board of Directors will reconsider its appointment, and may retain that firm or another firm without resubmitting the matter to our shareholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different firm at any time if it determines that such change would be in our best interests.

Under Wisconsin law, the ratification of the appointment of the independent registered public accounting firm requires the number of votes cast in favor of this proposal, whether in person or by proxy, to exceed the number of votes cast against this proposal, assuming a quorum is present.

The Board of Directors recommends that shareholders vote FOR the ratification of Cherry Bekaert LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2025.

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PROPOSAL 3: APPROVAL OF THE AMENDMENT TO THE 2018 EQUITY COMPENSATION PLAN

Summary of the Proposal

Proposed Adoption. Subject to shareholder approval, the Board has adopted and approved an amendment to the 2018 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2018 Equity Incentive Plan from 18,500,000 shares to 26,000,000 shares.

Purpose of the 2018 Equity Incentive Plan. The purpose of the 2018 Equity Incentive Plan is to assist the Company in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and service providers by enabling such persons to acquire or increase a proprietary interest in the Company. If the Company's shareholders approve the amendment to the 2018 Equity Incentive Plan at the Annual Meeting, a total of 7,500,000 additional shares of Common Stock (subject to adjustment in the event of stock splits and other similar events) will be authorized for issuance under the 2018 Equity Incentive Plan.

Equity awards are a significant component of total compensation for our executive officers and other employees and are vital to our ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which we must compete. If shareholders do not approve the proposal, we would need to grant cash and other non-equity rewards to these individuals. We believe that such alternative forms of compensation do not align employee interests with those of shareholders as efficiently as equity-based awards, and we feel it is important to provide compensation that continues to effectively align employees with shareholders and which provides a total compensation package that is competitive with other companies.

We recognize the importance of attracting, retaining and motivating those persons who make (or are expected to make) important contributions to the Company by providing such persons with equity opportunities and performance-based incentives. The Board believes that the amendment to the 2018 Equity Incentive Plan is critically important to the furtherance of these objectives. The Board also believes that, through the 2018 Equity Incentive Plan, as amended, we will be able to enhance the prospects for our business activities and objectives and more closely align the interests of those persons who provide services to the Company with those of our shareholders by offering such persons the opportunity to participate in our future through proprietary interests in the Company.

The Board believes that amending the 2018 Equity Incentive Plan to increase the number of shares of Common Stock authorized for issuance under the 2018 Equity Incentive Plan is in the best interests of the Company and its shareholders and recommends a vote “FOR” the approval of the Equity Incentive Plan Amendment Proposal.

The key shareholder-focused features of the 2018 Equity Incentive Plan – which include many best practices for equity plan governance - are summarized below:

•	The 7,500,000 additional shares to be authorized for issuance under the amendment to the 2018 Equity Incentive Plan represent approximately 5.1% of the shares of Common Stock outstanding as of January 16, 2025.

•

The 2018 Equity Incentive Plan authorizes the Company to grant various forms of long-term incentives, including stock options, restricted stock, stock appreciation rights, restricted stock units, performance unit awards, and other stock-based awards. The Company believes that this allows it the flexibility to tailor the long-term incentives to its business conditions.

•	Any full-value awards (i.e., other than options and stock appreciation rights) count as two shares for every share issued for purposes of the Authorized Shares and the Individual Annual Limit (the “Fungible Ratio”).

•	The 2018 Equity Incentive Plan has a fixed maximum number of authorized shares that cannot be increased without shareholder approval.

•	The 2018 Equity Incentive Plan has a maximum term of 10 years. No stock option or stock appreciation right can be issued under the 2018 Equity Incentive Plan with a term of more than 10 years and no award may be granted under the 2018 Equity Incentive Plan after the plan expires on March 20, 2028.

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•	Awards under the 2018 Equity Incentive Plan may not vest sooner than 12 months from the date of grant, subject to exceptions for:

○	a maximum of 10% of the total number of Shares authorized under the 2018 Equity Incentive Plan

○	any awards made to directors or employees in lieu of any cash retainer in the case of directors or cash compensation in the case of employees

○	awards to directors which may become fully exercisable on the first anniversary of the date of grant or, if earlier, on the date of our next regular annual meeting of our shareholders, or

○	acceleration of vesting in accordance with the provisions of the 2018 Equity Incentive Plan.

•	The Company may clawback any Award in the event of certain financial statement non-compliance issues, as further described in the 2018 Equity Incentive Plan.

•	Dividends and dividend equivalents may only be paid when an underlying Award vests.

•

The 2018 Equity Incentive Plan prohibits re-pricing of stock options or stock appreciation rights and requires that all stock options and stock appreciation rights have an exercise price that will be equal to or exceed the fair market value of a share of Common Stock on the date the option or stock appreciation right is granted.

•	The 2018 Equity Incentive Plan is administered by our Compensation Committee, which is comprised solely of independent, non-employee directors.

Historic Overhang Percentage and Comparison to Pharmaceutical and Biotechnology Companies with market capitalization between $75 million and $150 million

The following table sets forth our overhang under the 2018 Equity Incentive Plan, as well as all other plans under which awards are still outstanding (including our 2017 Equity Incentive Plan, 2008 Stock Incentive Plan and 2022 Employment Inducement Equity Incentive Plan) and also shows the 75^th percentile overhang for pharmaceutical and biotechnology companies with market capitalization between $75 million and $150 million:


	2022	2023	2024
Overhang:
Options and awards available for grants	10,188,851	6,892,846	5,795,327
Options and awards outstanding	14,313,470	17,417,643	18,512,428
Total overhang	24,502,321	24,310,489	24,307,755
Common outstanding shares	80,508,894	91,782,698	146,383,920
Overhang percentage	30.4%	26.5%	16.6%
Pharma and biotech 75th percentile overhang	22.2%	23.5%	24.0%

Historic Burn Rate and Comparison to Pharmaceutical and Biotechnology Companies with market capitalization between $75 million and $150 million

The following table sets forth our burn rate under the 2018 Equity Incentive Plan, 2017 Equity Incentive Plan and 2022 Employment Inducement Equity Incentive Plan for the past three fiscal years and also shows the 75^th percentile burn rate for pharmaceutical and biotechnology companies with market capitalization between $75 million and $150 million:


	2022	2023	2024
Equity awards granted	4,494,615	4,934,955	2,467,980
Basic weighted average common shares outstanding	80,122,526	84,973,382	134,875,016
Burn rate	5.6%	5.8%	1.8%
Pharma and biotech 75th percentile burn rate	6.5%	7.2%	7.1%

Available Shares

The Company believes in using equity awards as a large part of its compensation both to incentivize its directors, officers, employees and other service providers and to reduce cash compensation expense. In July 2017, the Company's shareholders approved the Company’s 2017 Equity Inventive Plan under which a total of 4,700,000 shares

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of Common Stock were authorized for grants and in March 2018 the Company’s shareholders approved the Company’s 2018 Equity Incentive Plan under which a total of 2,000,000 shares of Common Stock were authorized for grants. In March 2019, the Company's shareholders approved an increase in the number of shares that may be issued under the 2018 Equity Incentive Plan to 6,000,000. In March 2020, the Company's shareholders approved an increase in the number of shares that may be issued under the 2018 Equity Incentive Plan to 11,000,000. In March 2022, the Company's shareholders approved an increase in the number of shares that may be issued under the 2018 Equity Incentive Plan to 18,500,000. As of January 16, 2025, a total of 21,089,806 shares of Common Stock have been issued or are subject to outstanding awards under the 2017 Equity Incentive Plan and the 2018 Equity Incentive Plan, leaving a total of only 2,110,194 shares of Common Stock available for future grants under those plans. If the amendment to the 2018 Equity Incentive Plan is approved by our shareholders at the Annual Meeting, an additional 7,500,000 shares will be available for equity awards.

The Common Stock (which is the security that underlies grants of awards under the 2018 Equity Incentive Plan) is listed on the NASDAQ Capital Market under the symbol “VERU.” On January 16, 2025, the last reported sale price of the Common Stock was $0.84 per share.

The following table presents information regarding stock options, stock appreciation rights and Common Stock outstanding as of January 16, 2025:


	Outstanding	Weighted Average Exercise Price	Weighted Average Remaining Term
Stock options	18,147,561	4.51	5.7
Stock appreciation rights	50,000	0.95	1.8
Common Stock outstanding	146,383,920

Eligible Participants

Eligible participants in the 2018 Equity Incentive Plan consist of employees, officers, directors, consultants and other persons who provide services to the Company, any subsidiary of the Company or any entity designated by the Board in which the Company or a subsidiary of the Company holds a substantial ownership interest, directly or indirectly.

As of January 16, 2025, we had approximately 22 employees (including officers) and five non-employee directors of the Company and its subsidiaries that would be eligible to participate in the 2018 Equity Incentive Plan. Our consultants are also eligible to participate in the 2018 Equity Incentive Plan. The number of our consultants generally fluctuates, but as of January 16, 2025, there were less than 25 consultants or advisors of the Company and its subsidiaries that would be eligible to participate in the 2018 Equity Incentive Plan. We have made awards to five consultants or advisors under the 2018 Equity Incentive Plan and we have no current plans to make any future awards to any other consultants or advisors under the 2018 Equity Inventive Plan. Determination of awards under the Plan will be made by the Compensation Committee based on factors such as the recipient’s contributions to the Company, longevity of service, and retention incentives. Information about the number and roles of employees may also be found in our Annual Report on Form 10-K filed on December 16, 2024, copies of which were distributed to shareholders with this Proxy Statement.

Description of the 2018 Equity Incentive Plan

A brief description of the 2018 Equity Incentive Plan, after giving effect to the proposed amendments, appears below. The following description of the 2018 Equity Incentive Plan is qualified in its entirety by reference to the text of the 2018 Equity Incentive Plan, which is attached as Appendix A to this proxy statement.

Key Provisions. Key provisions of the 2018 Equity Incentive Plan include the following:

•	Plan Effective Date: March 20, 2018.

•	Plan Termination Date: 10 years (March 20, 2028).

•	Shares Authorized: 26,000,000 shares of Common Stock.

•	Award Types:

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○	Stock options (including both incentive stock options and non-qualified stock options);

○	Stock appreciation rights;

○	Restricted stock;

○	Restricted stock units;

○	Common Stock as a bonus or in lieu of obligations to pay cash;

○	Dividend equivalents;

○	Performance unit awards; and

○	Other stock-based awards on terms and conditions determined by the Compensation Committee.

•	Fungible Ratio: All awards other than stock options and stock appreciation rights shall count against the Authorized Shares and the Individual Annual Limit as two shares for every share awarded.

•	Award Limits: Awards to any single participant are limited to 1,000,000 shares of Common Stock per fiscal year. In addition, an outside director may not be granted awards covering more than 100,000 shares of Common Stock in any fiscal year.

•	Minimum Vesting: Subject to certain exceptions described below, no award shall have an initial vesting period shorter than 12 months. Other than that initial vesting requirement, vesting is determined by the Compensation Committee at the time of grant.

•	Repricing Prohibited: The Company is prohibited from repricing any stock options or stock appreciation rights without obtaining shareholder approval.

•	Exercise Price: All stock options and stock appreciation rights must have an exercise price equal to or greater than the fair market value of a share of Common Stock on the date the option or stock appreciation right is granted.

Adjustments. In the event of an extraordinary dividend, other distribution, recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or other similar corporate transaction or event affecting the Common Stock, the Compensation Committee may, in its discretion, adjust the number and kind of shares granted under the 2018 Equity Incentive Plan, the number and kind of shares subject to awards and the exercise price, grant price or purchase price relating to any award.

Stock Options. Options granted under the 2018 Equity Incentive Plan may be non-qualified options or incentive stock options under the Code. Grantees of stock options receive the right to purchase a specified number of shares of Common Stock or other awards at a specified exercise price and subject to the terms and conditions as are specified in the option grant. The exercise price of stock options granted under the 2018 Equity Incentive Plan may not be less than the fair market value of the Common Stock on the date of grant, and no stock option will be exercisable more than ten years after the date it is granted. The Compensation Committee will determine at the time of grant when each stock option becomes exercisable. Payment of the exercise price of a stock option may be in cash, withholding shares otherwise issuable with the consent of the Compensation Committee or such other method of payment permitted by the Compensation Committee. The options will expire at such time as the Compensation Committee determines.

Stock Appreciation Rights. A stock appreciation right is an award entitling the holder on exercise to receive Common Stock, other awards, cash or other property in an amount determined by reference to appreciation in the fair market value of a share of Common Stock from the date of grant until the date of exercise. The grant price of stock appreciation rights granted under the 2018 Equity Incentive Plan may not be less than the fair market value of the Common Stock on the date of grant, and no stock appreciation right will be exercisable more than ten years after the date it is granted.

Restricted Stock. Restricted stock awards provide for the grant to recipients of shares of Common Stock. In connection with the grant of restricted stock, the Compensation Committee may establish vesting criteria based on continued employment or such other factors or criteria as the Compensation Committee may determine. A grantee may not transfer any shares of restricted stock until any applicable vesting criteria have been satisfied,

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and restricted stock may be subject to forfeiture to the Company if a grantee’s employment or service relationship with the Company or any of its subsidiaries terminates before the end of the restriction period or if any of the other conditions precedent to the delivery of the shares subject to the award are not satisfied.

Restricted Stock Units. Restricted stock units provide a recipient with the right to receive shares of Common Stock, other awards, cash or other property after the vesting or other conditions to the right to receive the shares, other awards, cash or other property are satisfied. In connection with the grant of restricted stock units, the Compensation Committee may establish vesting criteria based on continued employment or such other factors or criteria as the Compensation Committee may determine. Restricted stock units may be subject to forfeiture to the Company if a grantee's employment or service relationship with the Company or any of its subsidiaries terminates before the end of the restriction period or if any of the other conditions precedent to the delivery of the shares subject to the award are not satisfied.

Other Common Stock Awards. The 2018 Equity Incentive Plan authorizes the Compensation Committee to grant shares of Common Stock as a bonus, or to grant shares of Common Stock or other awards in lieu of obligations to pay cash or other property to recipients, all on terms determined by the Compensation Committee.

Dividend Equivalents. Dividend equivalents provide for the grant to recipients the right to receive cash, shares of Common Stock or other awards or property equal in value to dividends paid with respect to a specified number of shares of Common Stock. Any dividends otherwise payable with respect to an award that has not vested will be withheld by the Company for the account of the participant holding such award, and such dividends will be subject to the restrictions and a risk of forfeiture to the same extent as such award, will be distributed to the participant upon the vesting of such award and, if such award is forfeited prior to its vesting, the participant will have no right to such dividends or any interest thereon.

Performance Unit Awards. The 2018 Equity Incentive Plan authorizes the Compensation Committee to grant performance awards in cash, Common Stock or other awards based on specific performance criteria specified by the Compensation Committee.

Other Stock-Based Awards. In addition to the other types of awards described in this proxy statement, the 2018 Equity Incentive Plan authorizes the Compensation Committee to grant other stock-based awards denominated or payable in, valued in whole or in party by reference to, or otherwise based on or related to shares of Common Stock, as deemed by the Compensation Committee to be consistent with the terms and conditions of the 2018 Equity Incentive Plan.

Minimum Vesting. Awards under the 2018 Equity Incentive Plan may not vest sooner than 12 months from the date of grant, subject to exceptions for a maximum of 10% of the total number of Shares authorized under the 2018 Equity Incentive Plan, for any awards made to directors or employees in lieu of any cash retainer in the case of directors or cash compensation in the case of employees, for awards to directors which may become fully exercisable on the first anniversary of the date of grant or, if earlier, on the date of our next regular annual meeting of our shareholders, and for acceleration of vesting in accordance with the provisions of the 2018 Equity Incentive Plan.

Transferability. Except as otherwise authorized by the Compensation Committee, no award granted under the 2018 Equity Incentive Plan may be sold, assigned, transferred, pledged or otherwise encumbered other than by will or the laws of descent and distribution.

Termination of Employment. The Compensation Committee will determine the period of time for which any awards under the 2018 Equity Incentive Plan will continue to be exercisable and the terms of exercise upon termination of a participant’s employment or service with the Company or its subsidiaries.

Change of Control. In the event of a “Change of Control,” the Compensation Committee, in its sole discretion and without any requirement that any participants be treated consistently, may accelerate the vesting of any award or otherwise cause any restrictions on any award to lapse and consider any performance goals and conditions under any award to have been satisfied.

The 2018 Equity Incentive Plan generally defines a “Change of Control” as follows: (a) the acquisition by any person of beneficial ownership of more than 50% of either the value of the outstanding equity securities of the Company or the combined voting power of the then outstanding voting securities of the Company entitled to vote generally at the election of directors, (b) during any two consecutive years, individuals who constitute the

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Board on the 2018 Equity Incentive Plan effective date cease to constitute a majority of the Board, (c) the consummation of a reorganization, merger, statutory share exchange, consolidation or similar transaction involving the Company or any of its subsidiaries or a sale or other disposition of all or substantially all of the assets of the Company or any of its subsidiaries, in each case, unless following such transaction: (1) beneficial owners of the outstanding equity securities of the Company and the outstanding voting securities of the Company entitled to vote generally at the election of directors immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the value of the outstanding equity securities and combined voting power of the then outstanding voting securities entitled to vote generally at the election of directors of the entity resulting from such transaction in the same proportions as their ownership of the Company prior to such transaction, (2) no person beneficially owns, directly or indirectly, 50% or more of the value of the then outstanding equity securities of the entity resulting from such transaction or the combined voting power of the then outstanding voting securities entitled to vote generally at the election of directors of the entity resulting from such transaction, except to the extent such level of ownership existed prior to such transaction and (3) at least a majority of the Board of the entity resulting from such transaction were members of the Board at the time of the execution of the initial transaction agreement or Board action in respect of such transaction, or (d) approval by the shareholders of a complete liquidation or dissolution of the Company.

Administration. The 2018 Equity Incentive Plan is administered by the Compensation Committee. As the administrator, the Compensation Committee will select the participants who shall receive awards, determine the number of shares covered thereby, and establish the terms, conditions and other provisions of the grants. The Compensation Committee may interpret the 2018 Equity Incentive Plan and establish, amend and rescind any rules relating to the 2018 Equity Incentive Plan.

Amendments. The Board may at any time amend, alter, suspend, discontinue or terminate the 2018 Equity Incentive Plan, or the Compensation Committee's authority to grant awards thereunder, provided that no such action may be taken by the Board without the approval of the Company's shareholders to the extent necessary to comply with applicable laws or the rules of any stock exchange on which the Common Stock is listed. No such Board action in respect of the 2018 Equity Incentive Plan may materially and adversely affect the rights of any grantee with respect to any outstanding award without the consent of that grantee.

Material U.S. Federal Income Tax Consequences

The following is a general summary of the material U.S. federal income tax consequences of the grant and exercise and vesting of awards under the 2018 Equity Incentive Plan and the disposition of shares acquired pursuant to the exercise of such awards. This summary is intended to reflect the current provisions of the Code and the regulations thereunder. However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll tax considerations. Moreover, the U.S. federal income tax consequences to any particular participant may differ from those described herein by reason of, among other things, the particular circumstances of such participant.

Stock Options. There are a number of requirements that must be met for a particular stock option to be treated as an incentive stock option under the Code. One such requirement is that Common Stock acquired through the exercise of an incentive stock option cannot be disposed of before the later of (i) two years from the date of grant of the stock option, or (ii) one year from the date of its exercise. Holders of incentive stock options will generally incur no federal income tax liability at the time of grant or upon exercise of those stock options. However, in determining the amount of the “alternative minimum taxable income” of any taxpayer (other than a corporation) for the taxable year in which the exercise of an option occurs, the difference between the option price and fair market value of the share on the date the option is exercised is treated as an item of adjustment and may result in “alternative minimum tax” liability, If the holder does not dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the case may be. Assuming both holding periods are satisfied, no deduction will be allowed to the Company for federal income tax purposes in connection with the grant or exercise of the incentive stock option. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an incentive stock option disposes of those shares, the participant will generally realize taxable compensation at the time of such disposition equal to the difference between the exercise price and the lesser of the fair market value of the share on the date of exercise or the amount realized on the subsequent disposition of the shares, and that amount will generally be deductible by the Company for

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federal income tax purposes, subject to the possible limitations on deductibility under Section 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Finally, if the aggregate fair market value of stock with respect to which an incentive stock option becomes first exercisable by an individual in any calendar year exceeds $100,000 (based on the date of grant value), the portion of the incentive stock option in respect of those excess shares is expected will be treated as a non-qualified stock option for federal income tax purposes.

No income will be realized by a participant upon grant of a non-qualified stock option. Upon the exercise of a non-qualified stock option, the participant will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the underlying exercised shares over the exercise price paid at the time of exercise. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Stock Appreciation Rights. No income will be realized by a participant upon grant of stock appreciation rights. Upon the exercise of stock appreciation rights, the participant will recognize ordinary compensation income in an amount equal to the fair market value of the payment received in respect of the stock appreciation rights. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct this same amount for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock and Performance Shares. A participant will not be subject to tax upon the grant of an award of restricted stock or performance shares unless the participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock or performance shares becomes transferable or is no longer subject to a substantial risk of forfeiture, the participant will recognize ordinary compensation income equal to the difference between the fair market value of the shares on that date over the amount the participant paid for such shares, if any. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. If the participant made an election under Section 83(b) of the Code, the participant will recognize ordinary compensation income at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. Special rules apply to the receipt and disposition of shares of restricted stock received by officers and directors who are subject to Section 16(b) of the Securities Exchange Act of 1934. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock Units and Performance Units. A participant will not be subject to tax upon the grant of a restricted stock unit or performance unit awards. Rather, upon the delivery of shares or cash pursuant to a restricted stock unit or performance unit award, the participant will recognize ordinary compensation income equal to the fair market value of the number of shares (or the amount of cash) the participant actually receives with respect to the award. Such income will be subject to income tax withholdings, and the participant will be required to pay to the Company the amount of any required withholding taxes in respect to such income. The Company will be able to deduct the amount of taxable compensation recognized by the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Dividend Equivalents. A participant will not be subject to tax upon the grant of a dividend equivalent award, and the Company will not be entitled to a tax deduction at such time. Rather, upon the delivery of shares or cash pursuant to dividend equivalent award, the participant will recognize ordinary compensation income equal to the fair market value of the shares (or the amount of cash) the participant actually receives with respect to the award. Such income will be subject to income tax withholdings, and the participant may be required to pay to the Company the amount of any required withholding taxes in respect to such income (if such award is paid in

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shares). The Company will be able to deduct the amount of taxable compensation recognized by the participant for U.S. federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Other Common Stock Awards. A participant will recognize ordinary compensation income equal to the difference between the fair market value of the shares on the date the shares of Common Stock subject to the award are transferred to the participant over the amount the participant paid for such shares, if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares. The Company will be able to deduct, at the same time as it is recognized by the participant, the amount of taxable compensation to the Participant for U.S. federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Required Vote and Board Recommendation

Approval of the amendment to the Equity Incentive Plan Amendment Proposal requires that a majority of the votes cast at the Annual Meeting vote in favor of the amendment to the Equity Incentive Plan Amendment Proposal. If a shareholder does not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Annual Meeting, it will have no effect on the approval of the amendment to the Equity Incentive Plan Amendment Proposal. However, if a shareholder submits a proxy card or provides proxy instructions by telephone or over the Internet and affirmatively elects to abstain from voting, it will have the same effect as a vote “AGAINST” the amendment to the Equity Incentive Plan Amendment Proposal.

The Board of Directors recommends that shareholders vote FOR the amendment of the equity incentive plan.

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EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes share information, as of September 30, 2024, for the Company’s equity compensation plans and arrangements. In March 2008, the Company’s shareholders approved the 2008 Stock Incentive Plan and authorized 2,000,000 shares (subject to adjustment in the event of stock splits and other similar events) for issuance under the plan. In July 2017, the Company’s shareholders approved the 2017 Equity Incentive Plan and authorized 4,700,000 shares (subject to adjustment in the event of stock splits and other similar events) for issuance under the plan. In March 2018, the Company’s shareholders approved the 2018 Equity Incentive Plan, in March 2021 the Company shareholders approved an increase in the number of shares authorized to be issued under the 2018 Equity Incentive Plan to 11,000,000 shares and in March 2022 the Company shareholders approved an increase in the number of shares authorized to be issued under the 2018 Equity Incentive Plan to 18,500,000 shares (subject to adjustment in the event of stock splits and other similar events). In June 2022, the Board of Directors adopted the 2022 Employment Inducement Equity Incentive Plan and authorized 4,000,000 shares (subject to adjustment in the event of stock splits and other similar events) for issuance under the plan. The 2022 Employment Inducement Equity Incentive Plan was adopted without shareholder approval in accordance with NASDAQ Listing Rule 5635(c)(4) for awards that provide a material inducement to new employees entry into employment with the Company.


Equity Plan Category	Number of Shares to be Issued upon Exercise of Outstanding Options and SARs	Weighted-Average Exercise Price of Outstanding Options and SARs	Shares Remaining Available for Issuance Under Compensation Plans
Equity compensation plans approved by shareholders	18,479,511	$4.57	1,828,244
Equity compensation plans not approved by shareholders	32,917	11.89	3,967,083
Total	18,512,428	$4.58	5,795,327

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PROPOSALS AND DIRECTOR NOMINATIONS FOR 2026 ANNUAL MEETING

Any shareholder who desires to submit a proposal for inclusion in the proxy materials for the 2025 Annual Meeting of Shareholders in accordance with Rule 14a-8 must submit the proposal in writing c/o Secretary, Veru Inc., 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127. We must receive a proposal by September 30, 2025 (120 days prior to the anniversary of the mailing date of this Proxy Statement) in order to consider it for inclusion in the proxy materials for the 2026 Annual Meeting of Shareholders.

Director nominations and shareholder proposals for other business that are not intended to be included in the proxy materials for the 2025 Annual Meeting of Shareholders, but that are to be presented by a shareholder from the floor are subject to advance notice provisions in our by-laws. According to our by-laws, in order to be properly brought before the meeting, director nominations or any other shareholder proposal not intended for inclusion in our proxy materials must be received at our principal offices no later than December 13, 2025, which is 90 calendar days prior to the anniversary of this year’s meeting date, and no earlier than November 13, 2025, which is 120 calendar days prior to the anniversary of this year’s meeting date. The persons named as proxies in our proxy for the 2025 Annual Meeting of Shareholders will have discretionary authority to vote the shares represented by such proxies on any such shareholder proposals, if presented at the 2025 Annual Meeting of Shareholders, without including information about the proposal in our materials. If the chairman of the meeting decides to present a proposal despite its untimeliness, the people named in the proxies solicited by the Board of Directors for the 2025 Annual Meeting of Shareholders will have the right to exercise discretionary voting power with respect to such proposal. Any nominations or other proposals received from shareholders must be in full compliance with applicable laws and with our by-laws. A copy of the full text of the Company’s current bylaws may be obtained upon written request to the Secretary at the address provided in the next sentence and online on the SEC’s website, www.sec.gov. All nominations and other shareholder proposals should be marked for the attention of Secretary, Veru Inc., 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

In addition to satisfying the requirements under our by-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934 no later than January 22, 2026, which is 60 calendar days prior to the anniversary of this year’s meeting date.

ANNUAL REPORT

We are required to file an Annual Report, called a Form 10-K, with the SEC. A copy of the Annual Report on Form 10-K for the fiscal year ended September 30, 2024 will be provided without charge on written request of any shareholder whose proxy is being solicited by the Board of Directors. The written request should be directed to: Secretary, Veru Inc., 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

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EXPENSES OF SOLICITATION

The cost of this solicitation of proxies will be paid by the Company. It is anticipated that the proxies will be solicited only by mail, except that solicitation personally or by telephone may also be made by our regular employees who will receive no additional compensation for their services in connection with the solicitation. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material and annual reports to beneficial owners of stock held by such persons. We will reimburse such parties for their expenses in so doing.


			By Order of the Board of Directors,

			Michael J. Purvis,
			Secretary
Miami, Florida
January 28, 2025

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APPENDIX A

VERU INC.

2018 EQUITY INCENTIVE PLAN

(as amended and restated effective March 13, 2025)

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VERU INC.

2018 EQUITY INCENTIVE PLAN

A-i

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VERU INC.

2018 EQUITY INCENTIVE PLAN

(as amended and restated effective March 13, 2025)

1. Purpose. The purpose of this VERU INC. 2018 EQUITY INCENTIVE PLAN (the “Plan”) is to assist Veru Inc. (the “Company”) and its Related Entities (as hereinafter defined) in attracting, motivating, retaining and rewarding high-quality executives and other employees, officers, directors, consultants and other persons who provide services to the Company or its Related Entities by enabling such persons to acquire or increase a proprietary interest in the Company in order to strengthen the mutuality of interests between such persons and the Company’s stockholders, and providing such persons with performance incentives to expend their maximum efforts in the creation of stockholder value.

2. Definitions. For purposes of the Plan, the following terms shall be defined as set forth below, in addition to such terms defined in Section 1 hereof and elsewhere herein.

(a) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Share granted as a bonus or in lieu of another Award, Dividend Equivalent, Other Stock-Based Award or Performance Award, together with any other right or interest relating to Shares or other property (including cash), granted to a Participant under the Plan.

(b) “Award Agreement” means any written agreement, contract or other instrument or document evidencing any Award granted by the Committee hereunder.

(c) “Beneficiary” means the person, persons, trust or trusts that have been designated by a Participant in his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under the Plan upon such Participant’s death or to which Awards or other rights are transferred if and to the extent permitted under Section 9(b) hereof. If, upon a Participant’s death, there is no designated Beneficiary or surviving designated Beneficiary, then the term Beneficiary means the person, persons, trust or trusts entitled by will or the laws of descent and distribution to receive such benefits.

(d) “Beneficial Owner” and “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and any successor to such Rule.

(e) “Board” means the Company’s Board of Directors.

(f) “Cause” shall, with respect to any Participant, have the meaning specified in the Award Agreement. In the absence of any definition in the Award Agreement, “Cause” shall have the equivalent meaning or the same meaning as “cause” or “for cause” set forth in any employment, consulting, or other agreement for the performance of services between the Participant and the Company or a Related Entity or, in the absence of any such agreement or any such definition in such agreement, such term shall mean (i) the failure by the Participant to perform, in a reasonable manner, his or her duties as assigned by the Company or a Related Entity, (ii) any violation or breach by the Participant of his or her employment, consulting or other similar agreement with the Company or a Related Entity, if any, (iii) any violation or breach by the Participant of any non-competition, non-solicitation, non-disclosure and/or other similar agreement with the Company or a Related Entity, (iv) any act by the Participant of dishonesty or bad faith with respect to the Company or a Related Entity, (v) use of alcohol, drugs or other similar substances in a manner that adversely affects the Participant’s work performance, or (vi) the commission by the Participant of any act, misdemeanor or crime reflecting unfavorably upon the Participant or the Company or any Related Entity. The good faith determination by the Committee of whether the Participant’s Continuous Service was terminated by the Company for “Cause” shall be final and binding for all purposes hereunder.

(g) “Change of Control” means a Change of Control as defined in Section 8(b) of the Plan.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations thereunder and successor provisions and regulations thereto.

(i) “Committee” means a committee designated by the Board to administer the Plan; provided, however, that if the Board fails to designate a committee or if there are no longer any members on the committee so designated by the Board, or for any other reason determined by the Board, then the Board shall serve as the Committee. The Committee shall consist of at least two directors, each of whom shall be

A-1

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(i) a “non-employee director” within the meaning of Rule 16b-3 (or any successor rule) under the Exchange Act, unless administration of the Plan by “non-employee directors” is not then required in order for exemptions under Rule l6b-3 to apply to transactions under the Plan and (ii) “Independent.”

(j) “Consultant” means any consultant or advisor who is a natural person and who provides services to the Company or any Subsidiary, so long as such person (i) renders bona fide services that are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction, (ii) does not directly or indirectly promote or maintain a market for the Company’s securities and (iii) otherwise qualifies as a de facto employee or consultant under the applicable rules of the Securities and Exchange Commission for registration of shares of stock on a Form S-8 registration statement.

(k) “Continuous Service” means the uninterrupted provision of services to the Company or any Related Entity in any capacity of Employee, Director, Consultant or other service provider. Continuous Service shall not be considered to be interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entities or any successor entities, in any capacity of Employee, Director, Consultant or other service provider, or (iii) any change in status as long as the individual remains in the service of the Company or a Related Entity in any capacity of Employee, Director, Consultant or other service provider (except as otherwise provided in the Award Agreement). An approved leave of absence shall include sick leave, military leave or any other authorized personal leave.

(l) “Director” means a member of the Board or the board of directors of any Related Entity.

(m) “Disability” means a permanent and total disability, (within the meaning of Section 22(e) of the Code), as determined by a medical doctor satisfactory to the Committee.

(n) “Dividend Equivalent” means a right, granted to a Participant under Section 6(g) hereof, to receive cash, Shares, other Awards or other property equal in value to dividends paid with respect to a specified number of Shares.

(o) “Effective Date” means the effective date of the Pl


1.	Purpose	A-1
2.	Definitions	A-1
3.	Administration	A-4
4.	Shares Subject to Plan	A-5
5.	Eligibility; Per-Participant Limitations	A-6
6.	Specific Terms of Awards	A-6
7.	Certain Provisions Applicable to Awards	A-10
8.	Change of Control	A-12
9.	General Provisions	A-14

Michele Greco

Chief Financial Officer and Chief Administrative Officer of the Company

K. Gary Barnette

Chief Scientific Officer of the Company

SEC Form DEF 14A filed by Veru Inc.