Veru Inc. Reports Material Agreements, Asset Changes

TL;DR

Veru Inc. filed an 8-K detailing material agreements, asset changes, and financial obligation triggers as of Dec 30, 2024.

AI Summary

Veru Inc. filed an 8-K on January 3, 2025, reporting events as of December 30, 2024. The filing indicates the entry into and termination of material definitive agreements, completion of an acquisition or disposition of assets, and triggering events that accelerate or increase financial obligations. It also includes other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Veru Inc., including changes in agreements and asset disposition, which could impact its financial structure and operational strategy.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, asset dispositions, and potential acceleration of financial obligations, indicating significant corporate activity with inherent risks.

Key Players & Entities

• VERU INC. (company) — Registrant
• FEMALE HEALTH CO (company) — Former Company Name
• WISCONSIN PHARMACAL COMPANY INC (company) — Former Company Name
• December 30, 2024 (date) — Date of earliest event reported
• January 3, 2025 (date) — Filing Date

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock , $0.01 par value per share VERU NASDAQ Capi
• $18.0 million — hase price for the FC2 Business Sale is $18.0 million in cash, subject to adjustment as set f
• $12.5 m — nsaction of this type, is approximately $12.5 million, subject to adjustment as set for
• $4.2 million — any made a change of control payment of $4.2 million to SWK pursuant to the Royalty Agreemen

Filing Documents

• veru20241220_8k.htm (8-K) — 40KB
• ex_761253.htm (EX-10.1) — 529KB
• ex_761785.htm (EX-99.1) — 18KB
• ex_759935.htm (EX-99.2) — 339KB
• verusm.jpg (GRAPHIC) — 13KB
• 0001437749-25-000208.txt ( ) — 1207KB
• veru-20241230.xsd (EX-101.SCH) — 3KB
• veru-20241230_def.xml (EX-101.DEF) — 11KB
• veru-20241230_lab.xml (EX-101.LAB) — 15KB
• veru-20241230_pre.xml (EX-101.PRE) — 11KB
• veru20241220_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement On December 30, 2024, Veru Inc. (the "Company") and The Female Health Company Limited, a wholly owned subsidiary of the Company ("FHC Limited" and, collectively with the Company, the "Sellers") entered into a Stock and Asset Purchase Agreement (the "Purchase Agreement") with Clear Future, Inc. (the "Purchaser"). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, the Purchaser purchased substantially all of the assets (the "FC2 Business Sale") related to the Company's FC2 female condom business (internal condom), including the stock of the Company's U.K. and Malaysian operating subsidiaries. The Purchaser will only assume certain liabilities relating to the FC2 business that are specified in the Purchase Agreement. The transaction closed on December 30, 2024. The purchase price for the FC2 Business Sale is $18.0 million in cash, subject to adjustment as set forth in the Purchase Agreement. The adjustments to the purchase price in the Purchase Agreement include a customary working capital adjustment based on the amount by which certain working capital items at closing are greater or less than a target set forth in the Purchase Agreement. Estimated proceeds to the Company after deducting a change of control payment due to SWK Funding LLC ("SWK") pursuant to the Residual Royalty Agreement, dated as of March 5, 2018 (the "Royalty Agreement"), between the Company and SWK, together with other customary transaction fees for a transaction of this type, is approximately $12.5 million, subject to adjustment as set forth in the Purchase Agreement. The Company and the Purchaser made customary representations and warranties, and agreed to certain customary covenants, in the Purchase Agreement. Subject to certain exceptions and limitations, each party has agreed to indemnify the other for breaches of representations, warranties and covenants and for certain other matters. The foregoing summar

02

Item 1.02 Termination of a Material Definitive Agreement In connection with the closing of the FC2 Business Sale, on December 30, 2024, the Company made a change of control payment of $4.2 million to SWK pursuant to the Royalty Agreement, and upon such payment the Royalty Agreement terminated in accordance with its terms.

01

Item 2.01 Completion of Acquisition or Disposition of Assets The information contained in Item 1.01 above is incorporated herein by reference.

04

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement The information contained in Item 1.02 above is incorporated herein by reference.

01

Item 8.01 Other Events On December 31, 2024, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. 2

Financial Statements and Exhibits

Financial Statements and Exhibits. (b) Pro Forma Financial Information . The following unaudited pro forma consolidated financial statements reflecting the transaction described under Item 2.01 above are filed with this report as Exhibit 99.2 and are incorporated herein by reference: the Company's unaudited pro forma consolidated balance sheet as of September 30, 2024; and the Company's unaudited pro forma consolidated statement of operations for the years ended September 30, 2024 and 2023. The unaudited pro forma consolidated financial statements are not intended to represent or be indicative of the Company's consolidated results of operations or financial position that would have been reported had the disposition been completed as of the dates presented, and should not be taken as representation of the Company's future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances. (d) Exhibits . Exhibit No. Document 10.1 Stock and Asset Purchase Agreement, dated as of December 30, 2024, among Veru Inc., The Female Health Company Limited and Clear Future, Inc. 99.1 Press Release issued December 31, 2024. 99.2 Unaudited Pro Forma Financial Information and accompanying notes. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3

SIGNATURES

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: January 3, 2025 VERU INC. By: /s/ Michele Greco Michele Greco Chief Financial Officer and Chief Administrative Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR