NASDAQ false 0000863894 0000863894 2022-03-29 2022-03-29 0000863894 dei:FormerAddressMember 2022-03-29 2022-03-29

 

 

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 29, 2022

 

 

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

48 NW 25th Street, Suite 102, Miami, Florida 33127

(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 Annual Meeting of Shareholders (the “Annual Meeting”) of Veru Inc. (the “Company”) held on March 29, 2022, the Company’s shareholders approved a proposal to amend the Veru Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”) to (a) increase the number of shares of the Company’s Common Stock authorized for issuance under the Equity Incentive Plan from 11,000,000 shares to 18,500,000 shares (the “Authorized Shares”); (b) increase the annual limit on shares awarded to any individual to 1,000,000 shares (the “Individual Annual Limit”); (c) provide that any full-value award (i.e., awards other than options or stock appreciation rights) shall count toward the Authorized Shares and the Individual Annual Limit as two shares for every one share issued; and (d) provide that, with certain exceptions, all awards shall have a minimum 12-month vesting requirement. 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, 2022. The section of the Proxy Statement entitled “Proposal 3: Approval of the Amendment to the 2018 Equity Incentive Plan” from pages 26 to 36 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 29, 2022. A total of 80,049,082 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

      42,519,193        476,064        18,654,308  

Mario Eisenberger

      41,066,013        1,929,244        18,654,308  

Harry Fisch

      42,645,377        349,880        18,654,308  

Lucy Lu

      37,187,773        5,807,484        18,654,308  

Michael L. Rankowitz

      42,503,234        492,023        18,654,308  

Grace Hyun

      42,631,403        363,854        18,654,308  

 

2.

Ratification of Auditors:

The shareholders voted to ratify the appointment by the Company’s Audit Committee of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
61,356,319   229,100   64,146   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
  30,456,659       12,358,773     179,825   18,654,308

 

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 29, 2022).
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 31, 2022     VERU INC.
    By:  

/s/ Michele Greco

      Michele Greco
     

Chief Financial Officer and

Chief Administrative Officer

 

4
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