Current Report Filing (8-k)
September 27 2018 - 4:14PM
Edgar (US Regulatory)
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): September 27, 2018
VERU INC.
(Exact name
of registrant as specified in its charter)
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Wisconsin
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1-13602
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39-1144397
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4400 Biscayne Boulevard, Suite 888, Miami, Florida 33137
(Address of principal executive offices) (Zip Code)
Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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. ☐
Item 1.01
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Entry into a Material Definitive Agreement
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On September 27, 2018, Veru Inc. (the Company) entered into an underwriting agreement (the Underwriting Agreement)
with Cantor Fitzgerald & Co. (Cantor), as representative of the underwriters named therein (the Underwriters), relating to the offering, issuance and sale (the Offering) of 7,142,857 shares of the
Companys common stock, par value $0.01 per share, at a public offering price of $1.40 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 1,071,428 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 $9.2 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 October 1, 2018, 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 the Companys effective shelf registration statement on
Form S-3
(Registration
No. 333-221120)
previously filed with the Securities and Exchange Commission (the SEC) and a related prospectus supplement
and accompanying base prospectus filed with 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 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 Cantor 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.
On September 26, 2018, the Company issued a press release announcing the Offering, and on September 27, 2018, 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.
Effective as of December 31, 2017, the Company entered into an Executive Employment Agreement (the Fisch
Employment Agreement) with Dr. Harry Fisch, a member of the Companys Board of Directors. The Fisch Employment Agreement replaced the Consulting Agreement, dated as of January 1, 2017, between the Company and
Dr. Fisch. A copy of the Fisch Employment Agreement is filed as Exhibit 10.1 to this Current Report on Form
8-K.
Forward-Looking Statements
This report
contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this report
can be identified by the use of forward-looking words or phrases such
as anticipate, believe, could, expect, intend, may, opportunity, plan, predict, potential, estimate, should,
will, would or the negative of these terms or other words of similar meaning
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Any forward-looking statements in this release are based upon the Companys current plans and strategies and reflect the
Companys current assessment of the risks and uncertainties related to its business and are made as of the date of this report. The Company assumes no obligation to update any forward-looking statements contained in this release because of new
information or future events, developments or circumstances. Such forward-looking statements are subject to known and unknown risks, uncertainties and assumptions, and if any such risks or uncertainties materialize or if any of the assumptions prove
incorrect, our actual results could differ materially from those expressed or implied by such statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not
limited to, uncertainties related to market conditions and the satisfaction of customary closing conditions related to the proposed public offering and the Companys expectations regarding the use of proceeds therefrom. This list is not
exhaustive and other risks are detailed in the Companys periodic reports filed with the SEC, including the Companys Form
10-K
for the year ended September 30, 2017, which are available at
www.sec.gov.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits
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The following exhibits are
filed herewith:
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Exhibit
No.
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Document
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1.1
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Underwriting Agreement dated September 27, 2018, by and between Veru Inc. and Cantor Fitzgerald & Co., as representative of the underwriters named therein.
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5.1
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Opinion of Reinhart Boerner Van Deuren s.c.
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10.1
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Executive Employment Agreement, dated as of December 31, 2017, between Veru Inc. and Harry Fisch, MD, FACS.
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23.1
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Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5.1).
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99.1
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Press Release dated September 26, 2018.
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99.2
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Press Release dated September 27, 2018.
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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.
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Date: September 27, 2018
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VERU INC.
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By:
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/s/ Michele Greco
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Michele Greco
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Chief Financial Officer and
Chief
Administrative Officer
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