of Form 8-K. The information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement On July 2, 2026, Veru Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”), with Oppenheimer & Co. Inc. and Canaccord Genuity LLC (each, a “Sales Agent” and, together, the “Sales Agents”), as sales agents, pursuant to which the Company may issue and sell, from time to time, to or through the applicable Sales Agent (the “Designated Sales Agent”), shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”…

Other Events On June 2, 2026, Veru Inc. (the “Company”) entered into a clinical supply agreement (the “Supply Agreement”) with Novo Nordisk A/S (“Novo Nordisk”) in conjunction with the Company’s Phase 2b PLATEAU clinical study.* The objective of the Phase 2b PLATEAU clinical study is to evaluate the combination of enobosarm, the Company’s oral, first-in-class, novel small molecule, selective androgen receptor modulator, with Novo Nordisk’s Wegovy®** (semaglutide for injection), a GLP-1 RA, in…

of Form 8-K. The information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

The filing pertains to the approval of an amendment to the equity incentive plan, not a management change.

of Form 8-K. The information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

of Form 8-K. The information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Entry into a Material Definitive Agreement On October 30, 2025, Veru Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC, as representative of the underwriters named therein (the “Underwriters”), relating to the offering, issuance and sale (the “Offering”) of 8,400,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) (or pre-funded warrants, each representing the right to purch…

Other Events On October 29, 2025, the Company issued a press release announcing the Offering, and on October 30, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of each press release is filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and is incorporated by reference herein. Forward-Looking Statements This report contains “forward-looking statements” as that term is defined in the Private Securities Litigation Ref…

Termination of a Material Definitive Agreement. As previously reported on a Current Report on Form 8-K filed September 20, 2024, on September 19, 2024, Veru Inc. (the “Company”) entered into an Amended and Restated Forbearance Agreement and Amendment to September 2024 Note (as amended, the “Amended Forbearance Agreement”) with Onconetix, Inc. f/k/a Blue Water Vaccines Inc. (the “Borrower”). The Amended Forbearance Agreement amends and restates the entirety of the Forbearance Agreement, dated…

of Form 8-K. The information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Material Modification to Rights of Security Holders. To the extent required by

of Form 8-K. The information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

The filing is about an equity plan amendment, not a management change.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing As previously disclosed, Veru Inc. (the “Company”) received a deficiency letter from The Nasdaq Stock Market LLC (“Nasdaq”) on August 29, 2024, notifying the Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Rule”), because the closing bid price of the Company’s common stock…

of Form 8-K. The information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

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 h…

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.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement The information contained in

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 (th…

Entry into a Material Definitive Agreement On September 19, 2024, Veru Inc. (the “Company”) entered into an Amended and Restated Forbearance Agreement and Amendment to September 2024 Note (the “Amended Forbearance Agreement”) with Onconetix, Inc. f/k/a Blue Water Vaccines Inc. (the “Borrower”). The Amended Forbearance Agreement amends and restates the entirety of the Forbearance Agreement, dated as of April 24, 2024 (the “Original Forbearance Agreement”), which related to certain defaults by…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On August 29, 2024, Veru Inc. (the “Company”) received notification from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirement to maintain a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s common stock (the “Common Stock”) was below $1.00 per shar…

or 7.01 of Form 8-K or to provide disclosure pursuant to

of Form 8-K. The information in this Form 8-K, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Director — Loren Mark Katzovitz: The company appointed a new independent director to its board.