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    Veru Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

    3/14/25 4:28:06 PM ET
    $VERU
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $VERU alert in real time by email
    veru20250314_8k.htm
    false 0000863894 0000863894 2025-03-13 2025-03-13
     


     
    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549
     

     
    FORM 8-K
     

     
    CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
     
    Date of Report (Date of earliest event reported): March 13, 2025
     

     
    VERU INC.
    (Exact name of registrant as specified in its charter)
     
    Wisconsin
    1-13602
    39-1144397
    (State or other jurisdiction
    of incorporation)
    (Commission
    File Number)
    (IRS Employer
    Identification No.)
     
    2916 North Miami Avenue, Suite 1000, Miami, Florida 33127
    (Address of principal executive offices) (Zip Code)
     
    Registrant’s telephone number, including area code: (305) 509-6897
     
    Not Applicable
    (Former name or former address, if changed since last report.)
     

     
    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
     
    ☐
    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
     
    ☐
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
     
    ☐
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
     
    ☐
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
     
    Securities registered pursuant to Section 12(b) of the Act:
     
    Title of each class
    Trading Symbol(s)
    Name of each exchange on which registered
    Common Stock, $0.01 par value per share
    VERU
    NASDAQ Capital Market
     
    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
     
    Emerging growth company ☐
     
    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
     


     
     

     
     
    Section 5 – Corporate Governance and Management
     
    Item 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
     
    At the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Veru Inc. (the "Company") held on March 13, 2025, the Company’s shareholders approved a proposal to amend the Veru Inc. 2018 Equity Incentive Plan (the "Equity Incentive Plan") to increase the number of shares of the Company's Common Stock authorized for issuance under the Equity Incentive Plan from 18,500,000 shares to 26,000,000 shares. A copy of the Equity Incentive Plan, as amended, is attached hereto as Exhibit 10.1.
     
    A summary description of the terms of the Equity Incentive Plan is set forth in the Company's definitive proxy statement (the "Proxy Statement") on Schedule 14A filed with the Securities and Exchange Commission on January 28, 2025. The section of the Proxy Statement entitled "Proposal 3: Approval of the Amendment to the 2018 Equity Incentive Plan" from pages 26 to 33 is incorporated herein by reference.
     
    Item 5.07.         Submission of Matters to a Vote of Security Holders.
     
    The Company held the Annual Meeting on March 13, 2025. A total of 146,383,920 shares of the Company’s common stock were eligible to vote at the Annual Meeting. The matters voted on at the Annual Meeting were as follows:
     
    1.
    Election of Directors:
     
    The following individuals were nominated for election to the Board of Directors for terms that expire at the next annual meeting of shareholders. All of the nominated directors were elected. The results of the vote on the election of directors were as follows:
     
    Name
     
    Votes
    For
     
    Votes
    Withheld
     
    Broker
    Non-Votes
    Mitchell S. Steiner
     
    64,304,704
     
    1,493,111
     
    40,992,821
    Harry Fisch
     
    64,493,822
     
    1,303,993
     
    40,992,821
    Michael L. Rankowitz
     
    49,920,875
     
    15,876,940
     
    40,992,821
    Grace Hyun
     
    61,726,803
     
    4,071,012
     
    40,992,821
    Lucy Lu
     
    61,752,814
     
    4,045,001
     
    40,992,821
    Loren Katzovitz
     
    64,491,234
     
    1,306,581
     
    40,992,821
     
    2.
    Ratification of Auditors:
     
    The shareholders voted to ratify the appointment by the Company's Audit Committee of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2025.
     
    Votes For
     
    Votes Against
     
    Abstentions
     
    Broker Non-Votes
    105,409,846
     
    1,187,881
     
    192,909
     
    0
     
    3.         Amendment of the Equity Incentive Plan:
     
    The shareholders voted in favor of amending the Equity Incentive Plan.
     
    Votes For
     
    Votes Against
     
    Abstentions
     
    Broker Non-Votes
    52,796,910
     
    12,603,861
     
    397,044
     
    40,992,821
     
    2

     
     
    Section 9 – Financial Statements and Exhibits
     
    Item 9.01 Financial Statements and Exhibits.
     
    (d) Exhibits.
     
    Exhibit No.
     
    Description
    10.1
     
    Veru Inc. 2018 Equity Incentive Plan (as amended and restated effective March 13, 2025).
         
    104
     
    Cover Page Interactive Data File (embedded within the Inline XBRL document).
     
     
    3

     
     
    SIGNATURES
     
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
     
     
    Date: March 14, 2025
    VERU INC.
         
     
    By: 
    /s/ Michele Greco
       
    Michele Greco
       
    Chief Financial Officer and
    Chief Administrative Officer
     
     
    4
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