Item 1.01
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Entry into a Material Definitive Agreement
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On February 17, 2021, Veru Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement)
with Jefferies LLC. (Jefferies), as representative of the underwriters named therein (the Underwriters), relating to the offering, issuance and sale (the Offering) of 6,451,613 shares of the Companys common
stock, par value $0.01 per share, at a public offering price of $15.50 per share. Pursuant to the Underwriting Agreement, the Company has granted the Underwriters a 30-day option to purchase additional shares
of Common Stock in an amount not to exceed 967,741 shares. The net proceeds to the Company from this offering, excluding any exercise by the underwriters of their 30-day option to purchase additional shares,
are expected to be approximately $100 million after deducting underwriting discounts and commissions and estimated expenses payable by the Company. The closing of the sale of the shares in the Offering is expected to occur on or about
February 22, 2021, subject to customary closing conditions. All of the shares in the Offering are being sold by the Company.
The
Offering is being made pursuant to a prospectus supplement dated February 17, 2021 and an accompanying prospectus dated July 1, 2020, pursuant to the Companys effective shelf registration statement on
Form S-3 (Registration No. 333-239493) previously filed with the Securities and Exchange Commission (the SEC).
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing,
indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants
contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the contracting
parties. In addition, pursuant to the terms of the Underwriting Agreement and subject to certain exceptions, the Company and all of its directors and executive officers have agreed not to offer, sell or agree to sell, directly or indirectly, any
shares of the Companys common stock without the consent of Jefferies for a period of 90 days after the date of the Underwriting Agreement.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The legal opinion of Reinhart Boerner Van Deuren s.c. relating to the legality of the issuance and sale of the shares in the Offering is
attached as Exhibit 5.1 to this Current Report on Form 8-K.