Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the registrant  x                             Filed by a party other than the registrant  ¨

Check the appropriate box:

THE FEMALE HEALTH COMPANY

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

Table of Contents

MERGER PROPOSAL – YOUR VOTE IS VERY IMPORTANT

[•], 2016

Dear Fellow Stockholders:

As the Chairman, CEO, a Founder and a significant fellow stockholder in The Female Health Company, I would like to share my enthusiasm for the proposed merger transaction with Aspen Park Pharmaceuticals. The attached Proxy Statement describes what I believe is an exceptional opportunity for FHC stockholders. I urge you to read the Proxy Statement carefully and to vote “FOR” the proposals described in the Proxy Statement. Your vote is extremely important.

After FHC investigated more than 100 potential diversification opportunities, the FHC Board and I selected the proposed merger with Aspen Park as a remarkable opportunity for our company because:

In summary, we believe the merger provides leadership, reduces company risk, and creates significant immediate value and near-term revenue potential.

My own pharmaceutical industry background as EVP of Pfizer’s International Division and as President of G.D. Searle’s Global Pharmaceutical Group leads me to believe that this is the right opportunity at the right time for our company.

Based on these reasons and others, the FHC Board and I strongly urge you to vote “FOR” the proposals described in the Proxy Statement.

O.B. Parrish

Chairman and Chief Executive Officer

The Female Health Company

Table of Contents

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

THE FEMALE HEALTH COMPANY

515 N. State Street, Suite 2225

Chicago, IL 60654

Dear Stockholder:

We cordially invite you to attend a special meeting of the stockholders of The Female Health Company, a Wisconsin corporation, which we refer to as “FHC,” “we,” “us” or “our,” to be held on [●], 2016, at [●] [a.m.][p.m.] local time, at [●].

At the special meeting, you will be asked to consider and vote upon a number of proposals relating to the transactions contemplated by the Agreement and Plan of Merger, dated as of April 5, 2016, which we refer to as the “Merger Agreement,” among FHC, FHC’s wholly owned subsidiaries, Badger Acquisition Sub, Inc. and Blue Hen Acquisition, Inc., and Aspen Park Pharmaceuticals, Inc. Pursuant to the terms of the Merger Agreement, FHC will reincorporate in Delaware through the merger of FHC with and into Badger Acquisition Sub with Badger Acquisition Sub continuing as the surviving corporation renamed as “Veru Healthcare Inc.” and then, immediately following the reincorporation merger, Aspen Park will become a wholly owned subsidiary of Veru through the merger of Blue Hen Acquisition with and into Aspen Park with Aspen Park continuing as the surviving corporation.

Immediately following the mergers, FHC stockholders will hold approximately 55% of the outstanding shares of Veru common stock and Aspen Park stockholders will hold approximately 45% of the outstanding shares of Veru common stock, in each case on a fully-diluted basis as determined in accordance with the Merger Agreement.

Each company’s board of directors has approved the transaction, which has also been approved by Aspen Park’s stockholders. Pending satisfaction or waiver of closing conditions, including the approval by the required vote of the FHC stockholders at the special meeting of the proposals required to complete the Mergers, we anticipate the transaction will close in the third quarter of 2016.

The attached proxy statement contains a description of the Merger Agreement and the proposed mergers, as well as information regarding FHC and Aspen Park. Please give this material your careful consideration, including the annexes and the matters discussed under “Risk Factors” beginning on page 24 of the accompanying proxy statement.

The proposals to be considered and voted upon at the special meeting include the approval and adoption of a plan of merger to effect the reincorporation merger, the approval of a proposal to amend FHC’s Articles of Incorporation to increase the number of authorized shares of common stock and preferred stock of FHC, a proposal to amend FHC’s Articles of Incorporation to change the stockholder voting requirement for certain actions from two-thirds to a majority, and a proposal to approve the issuance of the shares of Veru common stock to the Aspen Park stockholders in connection with the mergers. The closing of the mergers and the other transactions contemplated by the Merger Agreement is conditioned on the approval by the required vote of FHC’s stockholders of each of these proposals.

FHC’s board of directors recommends that the FHC stockholders vote “FOR” the approval of the reincorporation merger, the amendments to FHC’s Articles of Incorporation, the issuance of the shares of Veru common stock to the Aspen Park stockholders in connection with the mergers and the other proposals at the special meeting.

Your vote is very important. As required by Wisconsin law, the transactions contemplated by the Merger Agreement cannot be consummated unless the holders of at least two-thirds of the outstanding shares of FHC common stock vote in favor of the approval of the reincorporation merger and the amendments to FHC’s Articles of Incorporation and unless a majority of the votes cast at the special meeting vote in favor of the issuance of the shares of Veru common stock to the Aspen Park stockholders

Table of Contents

in connection with the Merger Agreement. If you do not vote your shares as instructed in the enclosed proxy card, or if you do not instruct your broker how to vote any shares held for you in “street name,” the effect will be a vote against the reincorporation merger and the amendments to FHC’s Articles of Incorporation. Whether or not you plan to attend the special meeting, please take the time to vote by completing and mailing to us the enclosed proxy card or by granting your proxy by telephone or through the Internet. You may also cast your vote in person at the special meeting. If your shares are held in “street name,” you must instruct your broker, bank or other nominee to vote.

IF YOU HAVE ANY QUESTIONS ABOUT THE SPECIAL MEETING OR THE MERGERS AFTER READING THE PROXY STATEMENT, YOU MAY CONTACT D.F. KING & CO., INC., OUR PROXY SOLICITOR, AT 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005 OR TOLL FREE AT (866) 751-6309.

On behalf of your management team and board of directors, I thank you for your support and urge you to vote “FOR” approval of the proposals at the special meeting.

The mergers have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission. Neither the Securities and Exchange Commission nor any state securities commission has passed upon the merits or fairness of the mergers or upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated [●], 2016 and is first being mailed to stockholders on or about [●], 2016.

Sincerely,

O.B. Parrish

Chairman and Chief Executive Officer

2

Table of Contents

VOTING ELECTRONICALLY, BY TELEPHONE OR BY MAIL

Stockholders of FHC at the close of business on [●], 2016, the record date for the special meeting of stockholders, may submit their proxies:

To vote via telephone or Internet, please have your proxy card in front of you. A phone number and an Internet website address are contained on your proxy card. Upon entering either the phone number or the Internet website address, you will be instructed on how to proceed.

If a stockholder holds shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee will enclose or provide a voting instruction card for use in directing that broker, bank or other nominee how to vote those shares.

Table of Contents

THE FEMALE HEALTH COMPANY

515 North State Street, Suite 2225

Chicago, Illinois 60654

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held On [●], 2016

To the Stockholders of The Female Health Company:

Notice is hereby given that a special meeting of the stockholders of The Female Health Company, a Wisconsin corporation, which we refer to as “FHC,” “we,” “us” or “our,” will be held on [●], 2016, at [●] [a.m.][p.m.] local time, at [●], for the following purposes

Table of Contents

FHC’s board of directors recommends that the stockholders vote “FOR” each Proposal and, if necessary, “FOR” the proposal for an adjournment of the special meeting. Approval of each of the Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal and the Share Issuance Proposal is necessary to complete the Mergers. If the stockholders of FHC do not approve all of these proposals by the required vote, none of those proposals will be implemented and the Mergers will not be completed.

Only stockholders of record of FHC Common Stock at the close of business on [●], 2016, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof.

Under Wisconsin law, FHC’s stockholders will not be entitled to appraisal, dissenters’ or similar rights in connection with the Mergers or the other transactions contemplated by the Merger Agreement.

YOUR VOTE IS VERY IMPORTANT. YOU MAY VOTE BY MAIL, THROUGH THE INTERNET, BY TELEPHONE OR BY ATTENDING THE SPECIAL MEETING AND VOTING BY BALLOT, ALL AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE SPECIAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THE RECORD HOLDER. IF YOU FAIL TO VOTE ON THE APPROVAL OF THE REINCORPORATION PROPOSAL, THE SHARE INCREASE PROPOSAL OR THE MAJORITY VOTE PROPOSAL OR FAIL TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE ON HOW TO VOTE, THE EFFECT WILL BE THE SAME AS A VOTE AGAINST THE APPROVAL OF SUCH PROPOSALS.

2

Table of Contents

The accompanying proxy statement provides a detailed description of the Mergers and the Merger Agreement. We urge you to read the accompanying proxy statement, including the annexes, carefully and in their entirety. If you have any questions concerning the Mergers or the accompanying proxy statement of which this notice forms a part, would like additional copies of the accompanying proxy statement or need help voting your shares of FHC Common Stock, please contact D.F. King & Co., Inc., FHC’s proxy solicitation firm, at 48 Wall Street, 22nd Floor, New York, New York 10005, or toll-free at (866) 751-6309.

By Order of the Board of Directors

William R. Gargiulo, Jr.

Secretary

Chicago, Illinois

[●], 2016

You are cordially invited to attend the special meeting in person. Whether or not you expect to attend the special meeting, please complete, date, sign and return the enclosed proxy card, or vote over the telephone or the Internet as instructed in these materials, as promptly as possible to ensure your representation at the special meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the special meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the special meeting, you must obtain a proxy issued in your name from that record holder.

3

Table of Contents

SUMMARY VOTING INSTRUCTIONS

YOUR VOTE IS VERY IMPORTANT

Ensure that your shares of FHC Common Stock are voted at the special meeting by submitting your proxy or, if your shares of FHC Common Stock are held in the name of a broker, bank or other nominee, by contacting your broker, bank or other nominee. If you do not vote or do not instruct your broker, bank or other nominee how to vote, it will have the same effect as voting “AGAINST” the approval of the Reincorporation Merger and the amendments to FHC’s Articles of Incorporation.

If your shares of FHC Common Stock are registered in your name: submit your proxy as soon as possible by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope, so that your shares of FHC Common Stock can be voted in favor of the proposals at the special meeting. You may also submit your proxy by using a toll-free number or the Internet. We have provided instructions on the proxy card for using these convenient services.

If your shares of FHC Common Stock are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares of FHC Common Stock are voted in favor of the proposals at the special meeting.

If you need assistance in completing your proxy card or have questions regarding the special meeting, please contact D.F. King, Inc., FHC’s proxy solicitation firm, at 48 Wall Street, 22nd Floor, New York, New York 10005, or toll-free at (866) 751-6309.

Table of Contents

TABLE OF CONTENTS

i

Table of Contents

ii

Table of Contents

ANNEXES

iii

Table of Contents

QUESTIONS AND ANSWERS ABOUT THE MERGERS, THE MERGER AGREEMENT AND THE SPECIAL MEETING

The following are some questions that you, as a stockholder of FHC, may have regarding the Mergers, the Merger Agreement and the special meeting, together with brief answers to those questions. We urge you to read carefully the remainder of this proxy statement, including the annexes and other documents referred to in this proxy statement, because the information in this section may not provide all of the information that might be important to you with respect to the Mergers, the Merger Agreement or the special meeting.

Under the terms of the Merger Agreement, pursuant to the Reincorporation Merger, each share of common stock of FHC, which we refer to as the “FHC Common Stock,” will be converted into the right to receive one share of common stock of Veru, which we refer to as the “Veru Common Stock,” and pursuant to the APP Merger, the shares of Aspen Park common stock and preferred stock in the aggregate will be converted into the right to receive such number of shares of Veru Common Stock that will equal 45% of the total number of outstanding shares of Veru Common Stock on a fully-diluted basis following such issuance. As a result, immediately following the Mergers, FHC stockholders will hold approximately 55% of the outstanding shares of Veru Common Stock and Aspen Park stockholders will hold approximately 45% of the outstanding shares of Veru Common Stock, in each case measured on a fully-diluted basis as determined in accordance with the Merger Agreement.

For a more complete discussion of the Merger Agreement, see the section entitled “The Merger Agreement” beginning on page 89 of this proxy statement. A copy of the Merger Agreement is attached as Annex A to this proxy statement.

Table of Contents

In addition to the receipt of the foregoing stockholder approvals, each of the other conditions contained in the Merger Agreement must be satisfied or waived in order to complete the Mergers. For a more complete discussion of the conditions to the completion of the Mergers under the Merger Agreement, see the section entitled “The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 100 of this proxy statement.

2

Table of Contents

3

Table of Contents

4

Table of Contents

5

Table of Contents

To vote, you may provide your proxy instructions in three different ways. First, you can mail your signed proxy card in the enclosed return envelope. Alternatively, you can provide your proxy instructions by calling the toll-free call center set up for this purpose indicated on the enclosed proxy card and following the instructions provided. Please have your proxy card available when you call. Finally, you can provide your proxy instructions over the Internet by accessing the website indicated on the enclosed proxy card and following the instructions provided. Please have your proxy card available when you access the web page. Please provide your proxy instructions only once and as soon as possible so that your shares can be voted at the Special Meeting.

If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting and all of your shares will be voted “FOR” the Proposals. However, if you submit a proxy card or provide proxy instructions by telephone or over the Internet and affirmatively elect to abstain from voting, your proxy will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting and your abstention will have the same effect as a vote “AGAINST” the Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal and the Share Issuance Proposal.

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. The Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal, the Share Issuance Proposal and the Advisory Compensation Proposal are all non-discretionary matters. Therefore, if you do not instruct your broker or other nominee on how to vote your shares then:

6

Table of Contents

If your shares of FHC Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Special Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote these shares in person at the Special Meeting unless you obtain a “legal proxy” from the broker or other nominee that holds your shares giving you the right to vote the shares in person at the Special Meeting.

7

Table of Contents

8

Table of Contents

9

Table of Contents

10

Table of Contents

11

Table of Contents

12

Table of Contents

13

Table of Contents

14

Table of Contents

15

Table of Contents

16

Table of Contents

17

Table of Contents

18

Table of Contents

19

Table of Contents

20

Table of Contents

21

Table of Contents

22

Table of Contents

23

Table of Contents

RISK FACTORS

In addition to the other information included in this proxy statement, including the matters addressed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 43 of this proxy statement, you should carefully consider the following risk factors before deciding how to vote your shares of FHC Common Stock at the Special Meeting. These factors should be considered in conjunction with the other information included by FHC in this proxy statement. If any of the risks described below actually materialize, the businesses, financial condition, results of operations, prospects or stock prices of FHC and/or the combined company could be materially and adversely affected.

Risks Related to the Mergers

The announcement and pendency of the Mergers could have a negative impact on FHC’s and Aspen Park’s respective businesses, financial conditions, results of operations or business prospects, or on FHC’s stock price.

The announcement and pendency of the Mergers could disrupt FHC’s and Aspen Park’s businesses in the following ways, any of which could negatively affect FHC’s stock price or could harm our financial condition, results of operations or business prospects:

Should they occur, any of these matters could adversely affect the stock price of FHC or harm the financial condition, results of operations or business prospects of FHC and/or Aspen Park.

FHC may fail to complete the Mergers.

The Mergers have been approved by each company’s board of directors, as well as Aspen Park’s stockholders, but prior to the consummation of the Mergers, the Mergers will require approval of FHC’s stockholders. While there can be no assurances as to the exact timing of the completion of the Mergers, or that the Mergers will be completed at all, FHC and Aspen Park are working to complete the transaction in the third quarter of 2016. In addition to the approval of FHC’s stockholders, the consummation of the Mergers is subject to a number of other customary closing conditions. FHC cannot assure you that the conditions required to consummate the Mergers will be satisfied on the anticipated schedule, or at all.

If FHC does not complete the Mergers, it will have incurred substantial expenses for which no ultimate benefit will have been received. FHC has incurred out-of-pocket expenses in connection with the transaction for investment banking, legal and accounting fees and financial printing and other related charges, much of which will be incurred even if the Mergers are not completed. In addition, the Merger Agreement provides for the payment by FHC to Aspen Park of a termination fee of $2,500,000 if FHC or Aspen Park terminate the Merger Agreement under specified circumstances. Among other conditions, in no event will the termination fee be payable unless FHC completes an alternative transaction with a third party. The Merger Agreement also provides that if Aspen Park or FHC terminates the Merger Agreement due to FHC’s failure to obtain the required approval of its stockholders, FHC will be obligated to reimburse Aspen Park for 70% of Aspen Park’s reasonable, direct out-of-pocket expenses incurred in connection with the Merger Agreement through the effective date of such

24

Table of Contents

termination and 100% of the specified expenses incurred by Aspen Park. See the section entitled “The Merger Agreement—Termination Fees and Expenses” beginning on page 102 of this proxy statement for additional information.

Risks Related to Aspen Park and its Business

Aspen Park is an early-stage entity with limited resources, limited operating history and continuing losses.

Aspen Park was formed on June 9, 2014 and has limited operating history. Aspen Park is at an early stage of development and, as such, has limited capitalization, limited operating history, no earnings and limited assets. There can be no assurance that any performance record of any member of Aspen Park’s management team, or any of its respective future employees, affiliates or representatives, will be repeated with respect to Aspen Park or will confer any benefits on Aspen Park. Aspen Park may never achieve positive cash flow or profitability.

Aspen Park’s future success will depend in large part on its ability to successfully develop and commercialize its drug candidates. Although Aspen Park’s PREBOOST product is commercially available, two of Aspen Park’s principal product candidates, APP-111 and APP-112, have not yet reached the stage of clinical studies and will require additional preclinical studies and it is uncertain when such studies will commence. APP-944 and MSS-722 are at the Phase 2 clinical trial stage, and Aspen Park intends to submit a New Drug Application, or “NDA,” using the 505(b)(2) FDA regulatory pathway with respect to these drug candidates. Tamsulosin DRS, Aspen Park’s proprietary new powder-like formulation containing the active pharmaceutical ingredient in FLOMAX^® (tamsulosin HCI), will require a bioequivalence study which is not expected to commence before the fourth quarter of fiscal year 2016. Aspen Park may not be able to complete the development of these drug candidates, the results of the clinical trials may not be sufficient to support an NDA for any of them and even if the combined company believes the results of its clinical trials are sufficient to support any NDA that it submits, the FDA may disagree and may not approve such NDA. In addition, even if the FDA approves one or more of Aspen Park’s NDAs, it may do so with restrictions on the intended uses that may make commercialization of the product or products financially untenable. The failure to commercialize or obtain necessary approval for any one or more of these products would substantially harm Aspen Park’s prospects and its business.

Additional financing will be needed to support Aspen Park’s development activities.

Aspen Park expects to incur significant expenditures over the next several years to support its preclinical and clinical development activities, particularly with respect to clinical trials for its MSS-722, APP-944, APP-111 and APP-112 product candidates and the bioequivalence study for Tamsulosin DRS. This will require the combined company to obtain additional capital for Aspen Park’s business, and additional capital may not be available on terms acceptable to the combined company.

In the event that combined company is unable to obtain adequate financing to conduct Aspen Park’s operations, Aspen Park may need to cease its business operations and begin liquidation proceedings. If Aspen Park needs to liquidate its assets, it would likely realize significantly less from them than the value that would have been attributed to its business had it been conducted as a going concern. The funds resulting from the liquidation of Aspen Park’s assets would be used first to pay off the debt owed to any secured and unsecured creditors before any funds would be available to the combined company or its stockholders, and any shortfall in the proceeds would directly reduce the amounts available for distribution, if any, to its creditors and to the combined company or its stockholders.

If adequate funds for Aspen Park cannot be raised, Aspen Park may be required to:

25

Table of Contents

Aspen Park’s future capital requirements will depend upon a number of factors, including:

These factors could result in variations from currently projected operating and liquidity requirements.

Aspen Park has no experience in obtaining regulatory approval for a drug.

Aspen Park has never obtained regulatory approval for, or commercialized, a drug. It is possible that the FDA may refuse to accept any or all of Aspen Park’s planned NDAs for substantive review or may conclude, after review of Aspen Park’s data, that its applications are insufficient to obtain regulatory approval of any of its drug candidates. The FDA may also require that Aspen Park conduct additional clinical or manufacturing validation studies, which may be costly and time-consuming, and submit that data before it will reconsider Aspen Park’s applications. Depending on the extent of these or any other FDA required studies, approval of any NDA that Aspen Park submits may be significantly delayed, possibly for years, or may require Aspen Park to expend more resources than it has available or can secure. Any delay or inability in obtaining regulatory approvals would delay or prevent Aspen Park from commercializing its drug candidates, generating revenue from these proposed products and achieving and sustaining profitability. It is also possible that additional studies, if performed and completed, may not be considered sufficient by the FDA to approve any NDA Aspen Park submits. If any of these outcomes occur, Aspen Park may be forced to abandon its planned NDAs for one or more of its drug candidates, which would materially adversely affect Aspen Park’s business and could potentially cause it to cease operations.

Clinical trials involve a lengthy and expensive process with an uncertain outcome and results of earlier studies and trials may not be predictive of future trial results. Clinical trials are expensive, can take many years to complete and have highly uncertain outcomes. Failure can occur at any time during the clinical trial process as a result of inadequate performance of a drug, inadequate adherence by patients or investigators to clinical trial protocols or other factors. New drugs in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through earlier clinical trials. A number of companies in the biopharmaceutical industry have suffered significant setbacks in advanced clinical trials as a result of a lack of efficacy or adverse safety profiles, despite promising results in earlier trials. Aspen Park’s future clinical trials may not be successful or may be more expensive or time-consuming than it currently expects. If clinical trials for any of Aspen Park’s drug candidates fail to demonstrate safety or efficacy to the satisfaction of the FDA, the FDA will not approve that drug and Aspen Park would not be able to commercialize it, which will have a material adverse effect on its business, financial condition, results of operations and prospects.

26

Table of Contents

Aspen Park could experience delays in its planned clinical trials.

Aspen Park may experience delays in clinical trials that will be required to be conducted for its drug candidates. Aspen Park’s planned clinical trials might not begin on time; may be interrupted, delayed, suspended, or terminated once commenced; might need to be redesigned; might not enroll a sufficient number of patients; or might not be completed on schedule, if at all. Clinical trials can be delayed for a variety of reasons, including the following:

Patient enrollment, a significant factor in the timing of clinical trials, is affected by many factors, including the size and nature of the patient population, the proximity of patients to clinical sites, the eligibility criteria for the trial, the design of the clinical trial, competing clinical trials, and clinicians’ and patients’ perceptions as to the potential advantages of the drug being studied in relation to other available therapies, including any new drugs that may be approved for the indications Aspen Park is investigating. Any of these delays in completing Aspen Park’s clinical trials could increase its costs, slow down its product development and approval process and jeopardize its ability to commence product sales and generate revenue.

Aspen Park’s clinical trials may be suspended or discontinued.

Before Aspen Park can obtain regulatory approval for the commercial sale of its MSS-722, APP-944, APP-111 and APP-112 pharmaceutical product candidates, it is required to complete preclinical development with respect to such product candidates and/or extensive clinical trials in humans to demonstrate its safety and efficacy. To date, regulatory approval has not been obtained for any of Aspen Park’s pharmaceutical product candidates.

Unfavorable results from preclinical studies or clinical trials could result in delays, modifications or abandonment of ongoing or future clinical trials. Clinical results are frequently susceptible to varying interpretations that may delay, limit or prevent regulatory approvals. Negative or inconclusive results or adverse medical events during a clinical trial could cause a clinical trial to be delayed, repeated or terminated. In addition, Aspen Park may report top-line data from time to time, which is based on a preliminary analysis of key efficacy

27

Table of Contents

and safety data. Such top-line data may be subject to change following a more comprehensive review of the data related to the applicable clinical trial. If Aspen Park delays or abandons its development efforts related to its MSS-722, APP-944, APP-111 or APP-112 product candidates, or any other potential future product candidate fails to demonstrate sufficient safety and efficacy in any clinical trial, Aspen Park would experience potentially significant delays in, or be required to abandon, development of that product candidate. If Aspen Park delays or abandons its development efforts related to any of the MSS-722, APP-944, APP-111 or APP-112 product candidates, or any other potential future product candidate, it may not be able to generate sufficient revenues or raise the additional capital necessary to continue operations or become profitable.

Aspen Park’s clinical trials may be suspended or terminated at any time for a number of reasons. A clinical trial may be suspended or terminated by Aspen Park, its collaborators, the FDA or other regulatory authorities because of a failure to conduct the clinical trial in accordance with regulatory requirements or Aspen Park’s clinical protocols, presentation of unforeseen safety issues or adverse side effects, failure to demonstrate a benefit from using the investigational drug, changes in governmental regulations or administrative actions, lack of adequate funding to continue the clinical trial or negative or equivocal findings of the DSMB or the IRB for a clinical trial. An IRB may also suspend or terminate Aspen Park’s clinical trials for failure to protect patient safety or patient rights. Aspen Park may voluntarily suspend or terminate its clinical trials if at any time it believes that they present an unacceptable risk to participants. In addition, regulatory agencies may order the temporary or permanent discontinuation of Aspen Park’s clinical trials at any time if they believe the clinical trials are not being conducted in accordance with applicable regulatory requirements or present an unacceptable safety risk to participants. If Aspen Park elects or is forced to suspend or terminate any clinical trial of any proposed product that it develops, the commercial prospects of such proposed product will be harmed and Aspen Park’s ability to generate product revenue from any of these proposed products will be delayed or eliminated. Any of these occurrences may materially harm Aspen Park’s business, financial condition, results of operations and prospects.

Aspen Park may be subject to risks relating to collaboration with third parties.

As part of Aspen Park’s business strategy, it may enter into collaboration arrangements with strategic partners to develop and commercialize its product candidates. For Aspen Park’s collaboration efforts to be successful, it must identify partners whose competencies complement Aspen Park’s competencies. Aspen Park may be unsuccessful in entering into collaboration agreements with acceptable partners or negotiating favorable terms in these agreements. Also, Aspen Park may be unsuccessful in integrating the resources and capabilities of these collaborators with its own. In addition, Aspen Park may face a disadvantage in seeking to enter into or negotiating collaborations with potential partners because other potential collaborators may have greater management and financial resources than Aspen Park does. Aspen Park’s collaborators may prove difficult to work with or less skilled than originally expected. If Aspen Park is unsuccessful in its collaborative efforts, its ability to develop and market product candidates could be severely limited.

Aspen Park intends to rely on CROs to conduct its research and development activities.

Aspen Park will not have the resources to independently conduct research and development activities. Therefore, Aspen Park intends to rely on CROs and universities to conduct its research and development activities and for the execution of its clinical studies. Although Aspen Park will control only certain aspects of its CROs’ activities, Aspen Park will be responsible for ensuring that each of its studies is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards and its reliance on the CROs does not relieve it of its regulatory responsibilities. Aspen Park cannot be sure that the CROs will conduct the research properly or in a timely manner, or that the results will be reproducible. Aspen Park and its CROs are required to comply with the FDA’s current Good Clinical Practices, or “cGCPs,” which are regulations and guidelines enforced by the FDA for all of Aspen Park’s products in clinical development. The FDA enforces these cGCPs through periodic inspections of trial sponsors, principal investigators and clinical trial sites. If Aspen Park or its CROs fail to comply with applicable cGCPs, the clinical data generated in its clinical trials may be deemed

28

Table of Contents

unreliable or invalid and the FDA may require Aspen Park to perform additional clinical trials before approving its proposed products. In addition, to evaluate the safety and effectiveness compared to placebo of Aspen Park’s drug candidates to a statistically significant degree, Aspen Park’s clinical trials will require an adequately large number of test subjects. Any clinical trial that a CRO conducts abroad on Aspen Park’s behalf is subject to similar regulation. Accordingly, if Aspen Park’s CROs fail to comply with these regulations or recruit a sufficient number of patients, Aspen Park may be required to repeat clinical trials, which would delay the regulatory approval process.

In addition, Aspen Park will not employ the personnel of its CROs, and, except for remedies available to Aspen Park under its agreements with such organizations, it cannot control whether or not they will devote sufficient time and resources to Aspen Park’s research and development and its clinical studies. Aspen Park’s CROs may also have relationships with other commercial entities, including one or more of Aspen Park’s competitors, for which they may also be conducting clinical studies or other drug development activities, which could impede their ability to devote appropriate time to Aspen Park’s clinical programs. If Aspen Park’s CROs do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced, or if the quality or accuracy of the clinical data they obtain is compromised because of the failure to adhere to Aspen Park’s clinical protocols or regulatory requirements, or for other reasons, Aspen Park’s clinical trials may be extended, delayed or terminated and Aspen Park may not be able to obtain regulatory approval for or successfully commercialize its drug candidates that it seeks to develop. As a result, Aspen Park’s financial results and the commercial prospects for its drug candidates that it seeks to develop would be harmed, its costs could increase and its ability to generate revenue could be delayed or ended.

If any of Aspen Park’s relationships with these third parties terminate, it may not be able to enter into arrangements with alternative CROs or do so on commercially reasonable terms. Switching or entering into new relationships with CROs involves substantial cost and requires extensive management time and focus. In addition, there is a natural transition period when a new CRO commences work. As a result, delays occur, which can materially affect Aspen Park’s ability to meet its desired clinical development timelines and can increase its costs significantly. Aspen Park may encounter challenges or delays in entering into or maintaining these relationships, and any such delays or challenges may have a material adverse impact on Aspen Park’s business, financial condition, results of operations or prospects.

Aspen Park expects to rely on third party manufacturers.

For the foreseeable future, Aspen Park expects to rely on third-party manufacturers and other third parties to produce, package and store sufficient quantities of any future product candidates for use in its clinical trials. These product candidates are complicated and expensive to manufacture. If Aspen Park’s future third-party manufacturers fail to deliver Aspen Park’s product candidates for clinical use on a timely basis, with sufficient quality, and at commercially reasonable prices, Aspen Park may be required to delay or suspend clinical trials or otherwise discontinue development and production of its product candidates. While Aspen Park may be able to identify replacement third-party manufacturers or develop its own manufacturing capabilities for these product candidates, this process would likely cause a delay in the availability of Aspen Park’s product candidates and an increase in costs. In addition, third-party manufacturers may have a limited number of facilities in which Aspen Park’s product candidates can be produced, and any interruption of the operation of those facilities due to events such as equipment malfunction or failure or damage to the facility by natural disasters could result in the cancellation of shipments, loss of product in the manufacturing process or a shortfall in available product candidates.

In addition, regulatory requirements could pose barriers to the manufacture of Aspen Park’s drug candidates. Third-party manufacturers are required to comply with the FDA’s current Good Manufacturing Practices, or “cGMPs.” As a result, the facilities used by any of Aspen Park’s future manufacturers must be approved by the FDA. Holders of NDAs, or other forms of FDA approvals or clearances, or those distributing a regulated product under their own name, are responsible for manufacturing even though that manufacturing is

29

Table of Contents

conducted by a third-party contract manufacturing organization, or “CMO.” Aspen Park’s third-party manufacturers will be required to produce Aspen Park’s product candidates under FDA cGMPs in order to meet acceptable standards for Aspen Park’s clinical trials. Aspen Park’s third-party manufacturers may not perform their obligations under their agreements with Aspen Park or may discontinue their business before the time required by Aspen Park to gain approval for or commercialize its product candidates. In addition, Aspen Park’s manufacturers will be subject to ongoing periodic unannounced inspections by the FDA and corresponding state and foreign agencies for compliance with cGMPs and similar regulatory requirements. Failure by any of Aspen Park’s manufacturers to comply with applicable cGMPs could result in sanctions being imposed on Aspen Park, including fines, injunctions, civil penalties, delays, suspensions or withdrawals of approvals, operating restrictions, interruptions in supply, recalls, withdrawals, issuance of safety alerts and criminal prosecutions, any of which could have a material adverse impact on Aspen Park’s business, financial condition, results of operations and prospects. Finally, Aspen Park also could experience manufacturing delays if its CMOs give greater priority to the supply of other products over Aspen Park’s products and proposed products or otherwise do not satisfactorily perform according to the terms of their agreements with Aspen Park.

If any supplier of the product for Aspen Park’s drug candidates experiences any significant difficulties in its respective manufacturing processes, does not comply with the terms of the agreement between Aspen Park or does not devote sufficient time, energy and care to providing Aspen Park’s manufacturing needs, Aspen Park could experience significant interruptions in the supply of its drug candidates, which could impair its ability to supply its drug candidates at the levels required for its clinical trials and commercialization and prevent or delay their successful development and commercialization.

Changes in law could have a negative impact on Aspen Park’s business.

The FDA has established regulations, guidelines and policies to govern the drug development and approval process, as have foreign regulatory authorities. Any change in regulatory requirements resulting from the adoption of new legislation, regulations or policies may require Aspen Park to amend existing clinical trial protocols or add new clinical trials to comply with these changes. Such amendments to existing protocols or clinical trial applications or the need for new ones, may significantly and adversely affect the cost, timing and completion of the clinical trials for Aspen Park’s drug candidates. In addition, the FDA’s policies may change and additional government regulations may be issued that could prevent, limit or delay regulatory approval of Aspen Park’s drug candidates, or impose more stringent product labeling and post-marketing testing and other requirements. If Aspen Park is slow or unable to adapt to any such changes, its business, prospects and ability to achieve or sustain profitability would be adversely affected.

Aspen Park may fail to commercialize its product candidates.

Aspen Park cannot be sure that, if its clinical trials for any of its MSS-722, APP-944, APP-111 or APP-112 product candidates are successfully completed, Aspen Park will be able to submit an NDA to the FDA or that any NDA it submits will be approved by the FDA in a timely manner, if at all. Aspen Park also cannot be sure that, if Aspen Park’s bioequivalence study for Tamsulosin DRS, the new powder-like formulation containing the active pharmaceutical ingredient in FLOMAX^® (tamsulosin HCI), is successfully completed, Aspen Park will be able to submit an NDA under the 505(b)(2) pathway to the FDA or that any NDA it submits will be approved by the FDA in a timely manner, if at all. After completing clinical trials for a product candidate in humans, a drug dossier is prepared and submitted to the FDA as an NDA, and includes all preclinical studies and clinical trial data relevant to the safety and effectiveness of the product at the suggested dose and duration of use for the proposed indication as well as manufacturing information, in order to allow the FDA to review such drug dossier and to consider a product candidate for approval for commercialization in the United States. If Aspen Park is unable to submit an NDA with respect to any of the MSS-722, APP- 944, APP-111, APP-112 or Tamsulosin DRS, or if any NDA Aspen Park submits is not approved by the FDA, it will be unable to commercialize that product. The FDA can and does reject NDAs and require additional clinical trials, even when drug candidates achieve favorable results in Phase 3 clinical trials. If Aspen Park fails to commercialize any of the MSS-722,

30

Table of Contents

APP-944, APP-111 or APP-112 product candidates, or Tamsulosin DRS, it may be unable to generate sufficient revenues to continue operations or attain profitability and its reputation in the industry and in the investment community would likely be damaged.

Aspen Park could experience product liability lawsuits.

None of MSS-722, APP-944, APP-111, APP-112 or Tamsulosin DRS has been approved for commercial sale. However, the current and future use of Aspen Park’s product candidates by it and potential collaborators in clinical trials, and the sale of any approved products in the future, may expose Aspen Park to product liability claims. Aspen Park will face an inherent risk of product liability claims as a result of the clinical testing of its drug candidates, and it will face an even greater risk if it obtains FDA approval and commercializes its drug candidates in the United States or other additional jurisdictions or if it engages in the clinical testing of proposed new products or commercializes any additional products. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection acts. If Aspen Park cannot successfully defend itself against product liability claims, it may incur substantial liabilities or be required to limit commercialization of its existing products or drug candidates, if approved. Regardless of the merits or eventual outcome, product liability claims may result in any of the following:

The cost of any product liability litigation or other proceeding, even if resolved in Aspen Park’s favor, could be substantial. Any of these events could prevent Aspen Park or its partners from achieving or maintaining market acceptance of the affected product and could substantially increase the costs of commercializing Aspen Park’s future products and impair its ability to generate revenues from the commercialization of these products either by Aspen Park or by its strategic alliance partners.

Aspen Park intends to obtain limited general commercial liability insurance coverage for its clinical trials which it intends to expand to include the sale of commercial products if Aspen Park obtains marketing approval for any of its product candidates. However, Aspen Park may not be able to maintain insurance coverage at a reasonable cost or in sufficient amounts to protect it against losses. If a successful product liability claim or series of claims is brought against Aspen Park for uninsured liabilities or for liabilities in excess of its insurance limits, Aspen Park’s assets may not be sufficient to cover such claims and its business operations could be impaired.

31

Table of Contents

Aspen Park will subject to extensive and costly governmental regulation.

The pharmaceutical products Aspen Park intends to develop and plans to develop in the future are subject to extensive and rigorous domestic government regulation, including regulation by the FDA, the Centers for Medicare & Medicaid Services, other divisions of the U.S. Department of Health and Human Services, including its Office of Inspector General, the U.S. Department of Justice, the Departments of Defense and Veterans Affairs, to the extent Aspen Park’s products are paid for directly or indirectly by those departments, state and local governments and their respective foreign equivalents. The FDA regulates the research, development, preclinical and clinical testing, manufacture, safety, effectiveness, record keeping, reporting, labeling, storage, approval, advertising, promotion, sale, distribution, import and export of pharmaceutical products under various regulatory provisions. If any drug products Aspen Park develops are tested or marketed abroad, they will also be subject to extensive regulation by foreign governments, whether or not Aspen Park has obtained FDA approval for a given product and its uses. Such foreign regulation may be equally or more demanding than corresponding U.S. regulation.

Government regulation substantially increases the cost and risk of researching, developing, manufacturing and selling products. Aspen Park’s failure to comply with these regulations could result in, by way of example, significant fines, criminal and civil liability, product seizures, recalls, withdrawals, withdrawals of approvals and exclusion and debarment from government programs. Any of these actions, including the inability of Aspen Park’s drug candidates to obtain and maintain regulatory approval, would have a materially adverse effect on Aspen Park’s business, financial condition, results of operations and prospects.

Aspen Park will be subject to additional health care regulation and enforcement by the federal government and the states in which it conducts its business. The laws that may affect Aspen Park’s ability to operate include the following:

In addition, there has been a recent trend of increased federal and state regulation of payments made to physicians for marketing. Some states, such as California, Massachusetts and Vermont, mandate implementation of corporate compliance programs, along with the tracking and reporting of gifts, compensation and other remuneration to physicians.

The scope and enforcement of these laws is uncertain and subject to change in the current environment of health care reform, especially in light of the lack of applicable precedent and regulations. Aspen Park cannot predict the impact on its business of any changes in these laws. Federal or state regulatory authorities may challenge Aspen Park’s current or future activities under these laws. Any such challenge could have a material adverse effect on Aspen Park’s reputation, business, results of operations and financial condition. Any state or federal regulatory review of Aspen Park, regardless of the outcome, would be costly and time-consuming.

32

Table of Contents

Aspen Park could experience misconduct by its employees.

Aspen Park will be exposed to the risk of employee fraud or other misconduct. Misconduct by employees could include intentional failures to comply with FDA regulations, to provide accurate information to the FDA, to comply with federal and state health care fraud and abuse laws and regulations, to report financial information or data accurately or to disclose unauthorized activities to Aspen Park. In particular, sales, marketing and business arrangements in the health care industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Employee misconduct could also involve the improper use of information obtained in the course of clinical trials, which could result in regulatory sanctions and serious harm to Aspen Park’s reputation. It is not always possible to identify and prevent employee misconduct, and the precautions Aspen Park takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting Aspen Park from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with these laws or regulations. If any such actions are instituted against Aspen Park, and it is not successful in defending itself or asserting its rights, those actions could have a significant impact on Aspen Park’s business, including the imposition of significant fines or other sanctions.

Coverage and reimbursement may not be available for Aspen Park’s products.

Market acceptance and sales for MSS-722, APP-944, APP-111, APP-112 and Tamsulosin DRS will depend on coverage and reimbursement policies and may be affected by health care reform measures. Government authorities and third-party payors, such as private health insurers and health maintenance organizations, decide which products they will pay for and establish reimbursement levels. Aspen Park cannot be sure that coverage and reimbursement will be available for its drug candidates, if approved. Aspen Park also cannot be sure that the amount of reimbursement available, if any, will not reduce the demand for, or the price of, its products. If reimbursement is not available or is available only at limited levels, Aspen Park may not be able to successfully commercialize its drug candidates.

Aspen Park may not be able to gain and retain market acceptance for its products.

Physicians may not prescribe Aspen Park’s drug candidates, if approved by the appropriate regulatory authorities for marketing and sale, which would prevent it from generating revenue or becoming profitable. Market acceptance of Aspen Park’s drug candidates, by physicians, patients and payors, will depend on a number of factors, many of which are beyond Aspen Park’s control, including the following:

33

Table of Contents

Even if the medical community accepts that Aspen Park’s products are safe and efficacious for their approved indications, physicians may not immediately be receptive to the use or may be slow to adopt such products as an accepted treatment for the symptoms for which they are intended. Aspen Park cannot be sure that any labeling approved by the FDA will permit it to promote its products as being superior to competing products. If Aspen Park’s drug candidates, if approved, do not achieve an adequate level of acceptance by physicians and payors, it may not generate sufficient or any revenue from these products and it may not become profitable. In addition, Aspen Park’s efforts to educate the medical community and third-party payors on the benefits of its products may require significant resources and may never be successful.

In addition, even if Aspen Park’s products achieve market acceptance, it may not be able to maintain that market acceptance over time if:

In many foreign markets, including the countries in the European Union, pricing of pharmaceutical products is subject to governmental control. In the United States, there have been, and Aspen Park expects that there will continue to be, a number of federal and state proposals to implement similar governmental pricing controls. While Aspen Park cannot predict whether such legislative or regulatory proposals will be adopted, the adoption of such proposals could have a material adverse effect on Aspen Park’s profitability.

Aspen Park will experience intense competition.

Aspen Park will be engaged in pharmaceutical product development, an industry that is characterized by extensive research efforts and rapid technological progress. The pharmaceutical industry is also highly competitive. Aspen Park’s success will depend on its ability to acquire, develop and commercialize products and its ability to establish and maintain markets for any products for which it receives marketing approval. Potential competitors in North America, Europe and elsewhere include major pharmaceutical companies, specialty pharmaceutical companies and biotechnology firms, universities and other research institutions and government agencies. Many of Aspen Park’s competitors have substantially greater research and development and regulatory capabilities and experience, and substantially greater management, manufacturing, distribution, marketing and financial resources, than Aspen Park will. Accordingly, Aspen Park’s competitors may:

All drugs currently used to treat benign prostatic hyperplasia, or “BPH,” symptoms are tablets or capsules. These drugs include those that shrink the prostate, like 5 alpha reductase inhibitors which include PROSCAR (finasteride) from Merck & Co., Inc. and AVODART (dutasteride) from GlaxoSmithKline. The other major class of drugs treat BPH by relaxing the smooth muscles of the prostate and bladder neck and include alpha blockers like FLOMAX^® (tamsulosin HCI) from Boehringer Ingelheim Pharmaceuticals, HYTRIN (terazocin), UROXATRAL (alfuzosin), CARDURA (doxazosin), and RAPAFLO (silodosin) from Allergan as well as Phosphodiesterase 5 (PDE5) inhibitors like CIALIS (tadalafil) from Eli Lilly. One class of drugs combines a drug that shrinks and another that relaxes the prostate called JALYN (dutasteride/tamsulosin combination) from GlaxoSmithKline.

There are drugs that have been approved for the treatment of male infertility for the indication of hypogonadotropic hypogonadism. These drugs are only available by injection which include: Gonal-F^® (Follitropin Alfa) which is recombinant DNA human follicle stimulating hormone by EMD Serono, Inc.,

34

Table of Contents

Novarel^® (chorionic gonadotropin for injection USP) which is human chorionic gonadotropin by Ferring, Inc. and Pregnyl^® (chorionic gonadotropin for injection USP) which is human chorionic gonadotropin by Merck & Co., Inc. There are no FDA-approved oral therapies for male infertility. CLOMID (clomiphene citrate) 50mg tablets are being used off-label using various doses and dosing schedules for idiopathic infertile men. CLOMID and generics are FDA-approved as 50mg dose for the treatment of ovulatory dysfunction in women desiring pregnancy. CLOMID and generics of CLOMID contain a mixture of two geometric isomers cis-clomiphene (zuclomiphene) and trans-clomiphene (enclomiphene), and contain between 30-50% of the cis-clomiphene isomer.

Although there are no FDA-approved drugs for the treatment of hot flashes in men who have advanced prostate cancer as a side effect of prostate cancer hormone therapies, there are several drugs being used off-label including estrogens and selective serotonin reuptake inhibitor antidepressants including EFFEXOR (venlafaxine) and anticonvulsants like NEURONTIN (gabapentin) which could be competitive with Aspen Park’s APP-944 product candidate for the treatment of hot flashes in men who have advanced prostate cancer as a side effect of prostate cancer hormone therapies.

APP-111 is a first-in-class oral chemotherapy that targets the colchicine binding site of tubulin and will be initially developed for prostate, breast and ovarian cancers. All currently available tubulin targeting chemotherapies are given IV, not orally, and include: Vinca Alkaloids such as VELBAN^® (vinblastine), ONCOVIN^® (vincristine) and NAVELBINE^® (vinorelbine). These chemotherapies are primarily used for hematologic malignancies (leukemia, lymphoma, myeloma and sarcoma), and some neuroblastoma, thyroid cancer and nonsmall cell cancer of the lung. Taxanes such as TAXOL^® (paclitaxel), TAXOTERE^® (docetaxel) and JEVTANA^® (cabazitaxel) are primarily used for solid tumors such as breast, ovarian, endometrial, cervical, lung, head and neck, esophageal, bladder, gastric and prostate. TAXOTERE^® (docetaxel) and JEVTANA^® (cabazitaxel) are indicated for advanced metastatic prostate cancer, are given IV and bind to the taxane site of tubulin.

The main therapeutic products that are competitive with PREBOOST™ include lidocaine and other anesthetic creams, gels and sprays. Off-label use of selective serotonin reuptake inhibitor antidepressants like PAXIL^® (paroxetine) have also been used off-label to prevent premature ejaculation.

Aspen Park’s product candidates may not be more successful than competitive products.

Third parties may obtain FDA regulatory exclusivity to the detriment of Aspen Park.

Aspen Park plans to seek to obtain market exclusivity for its drug candidates and any other drug candidates it develops in the future. To the extent that patent protection is not available or has expired, FDA marketing exclusivity may be the only available form of exclusivity available for these proposed products. Marketing exclusivity can delay the submission or the approval of certain marketing applications. Potentially competitive products may also be seeking marketing exclusivity and may be in various stages of development, including some more advanced than Aspen Park. Aspen Park cannot predict with certainty the timing of FDA approval or whether FDA approval will be granted, nor can Aspen Park predict with certainty the timing of FDA approval for competing products or whether such approval will be granted. It is possible that competing products may obtain FDA approval with marketing exclusivity before Aspen Park does, which could delay its ability to submit a marketing application or obtain necessary regulatory approvals, result in lost market opportunities with respect to its drug candidates and materially adversely affect Aspen Park’s business, financial condition and results of operations.

Aspen Park may be unable to protect the proprietary nature of the intellectual property covering its products.

Aspen Park’s commercial success will depend in part on its ability to obtain patents, as well as its ability to maintain adequate protection of other intellectual property for its drug candidates and other products. If Aspen Park does not adequately protect its intellectual property, competitors may be able to use Aspen Park’s

35

Table of Contents

technologies and erode or negate any competitive advantage Aspen Park may have, which could harm its business and ability to achieve profitability. The patent positions of pharmaceutical companies are highly uncertain. The legal principles applicable to patents are in transition due to changing court precedent and legislative action and Aspen Park cannot be certain that the historical legal standards surrounding questions of validity will continue to be applied or that current defenses relating to issued patents in these fields will be sufficient in the future. Changes in patent laws in the United States, such as the America Invents Act of 2011, may affect the scope, strength and enforceability of Aspen Park’s patent rights or the nature of proceedings that may be brought by Aspen Park related to its patent rights. In addition, the laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States and Aspen Park may encounter significant problems in protecting its proprietary rights in these countries. Aspen Park will be able to protect its proprietary rights from unauthorized use by third parties only to the extent that its proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets.

These risks include the possibility of the following:

While Aspen Park will apply for patents covering its technologies and products, as it deems appropriate, many third parties may already have filed patent applications or have received patents in Aspen Park’s areas of product development. These entities’ applications, patents and other intellectual property rights may conflict with patent applications to which Aspen Park has rights and could prevent Aspen Park from obtaining patents or could call into question the validity of any of Aspen Park’s patents, if issued, or could otherwise adversely affect Aspen Park’s ability to develop, manufacture or commercialize its drug candidates. In addition, if third parties file patent applications in the technologies that also claim technology to which Aspen Park has rights, Aspen Park may have to participate in interference, derivation or other proceedings with the U.S. Patent and Trademark Office, or “USPTO,” or foreign patent regulatory authorities to determine Aspen Park’s rights in the technologies, which may be time-consuming and expensive. Moreover, issued patents may be challenged in the courts or in post-grant proceedings at the USPTO, or in similar proceedings in foreign countries. These proceedings may result in loss of patent claims or adverse changes to the scope of the claims.

36

Table of Contents

If Aspen Park, its licensors or strategic partners fail to obtain and maintain patent protection for Aspen Park’s products, or Aspen Park’s proprietary technologies and their uses, companies may be dissuaded from collaborating with Aspen Park. In such event, Aspen Park’s ability to commercialize its drug candidates or future drug candidates, if approved, may be threatened, Aspen Park could lose its competitive advantage and the competition Aspen Park faces could increase, all of which could adversely affect Aspen Park’s business, financial condition, results of operations and prospects.

In addition, mechanisms exist in much of the world permitting some form of challenge by generic drug marketers to patents prior to, or immediately following, the expiration of any regulatory exclusivity, and generic companies are increasingly employing aggressive strategies, such as “at risk” launches to challenge relevant patent rights.

Aspen Park’s business also may rely on unpatented proprietary technology, know-how, and trade secrets. If the confidentiality of this intellectual property is breached, it could adversely impact Aspen Park’s business.

Aspen Park is dependent on license relationships.

Aspen Park has acquired by license technology relating to APP-111, and might enter into additional licenses in the future. Licenses to which Aspen Park is a party contain, and Aspen Park expects that any future licenses will contain, provisions requiring up-front, milestone and royalty payments to licensors. If Aspen Park fails to comply with these obligations or other obligations to a licensor, that licensor might have the right to terminate the license on relatively short notice, in which event Aspen Park would not be able to commercialize the drug candidates that were covered by the license. Also, the milestone and other payments associated with these licenses will make it less profitable for Aspen Park to develop its drug candidates.

Aspen Park has continuing obligations under its purchase agreement to acquire the patent rights with respect to Tamsulosin DRS and granted a lien on those assets in connection with such acquisition.

In addition to an upfront payment that Aspen Park made in connection with its recent acquisition of the patent rights associated with Tamsulosin DRS, there are significant installment payments and milestone payments that are required to be made pursuant to the terms of the purchase agreement. In addition, Aspen Park granted a security interest in the purchased assets to the seller to secure Aspen Park’s present and future payment and performance obligations under the purchase agreement. Accordingly, there will be significant payments that Aspen Park will be required to make in the future to the seller of the Tamsulosin DRS assets and the failure to make such payments may result in Aspen Park losing its rights to such intellectual property. If Aspen Park fails to retain such rights, it would not be able to commercialize any products relating to Tamsulosin DRS. In such event, Aspen Park’s business, results of operations, financial condition and prospects would be materially adversely affected.

Aspen Park may face claims that its intellectual property infringes on the intellectual property rights of third parties.

Aspen Park’s commercial success depends, in part, on it not infringing the patents and proprietary rights of other parties and not breaching any collaboration or other agreements it enters into with regard to its technologies and products. Numerous United States and foreign issued patents and pending patent applications owned by others also exist in the therapeutic areas in, and for the therapeutic targets for, which Aspen Park intends to develop drugs. Patent applications are confidential when filed and remain confidential until publication, approximately 18 months after initial filing, while some patent applications remain unpublished until issuance. As such, there may be other third-party patents and pending applications of which Aspen Park will be unaware with claims directed towards composition of matter, formulations, methods of manufacture, or methods for treatment related to the use or manufacture of Aspen Park’s products or drug candidates. Therefore, Aspen Park cannot know with certainty the nature or existence of every third-party patent filing. Aspen Park cannot be sure

37

Table of Contents

that it or its partners will be free to manufacture or market its drug candidates as planned or that its or its licensors’ and partners’ patents will not be opposed or litigated by third parties. If any third-party patent was held by a court of competent jurisdiction to cover aspects of Aspen Park’s materials, formulations, methods of manufacture or methods of treatment related to the use or manufacture of any of its drug candidates, the holders of any such patent may be able to block Aspen Park’s ability to develop and commercialize the applicable drug candidate unless Aspen Park obtained a license or until such patent expires or is finally determined to be held invalid or unenforceable. Aspen Park may not be able to obtain a license to such patent on favorable terms or at all. Failure to obtain such license may have a material adverse effect on Aspen Park’s business.

There is a substantial amount of litigation involving intellectual property in the pharmaceutical industry. If a third party asserts that Aspen Park infringes its patents or other proprietary rights, Aspen Park could face a number of risks that could adversely affect its business, financial condition, results of operations and prospects, including the following:

Aspen Park cannot predict whether third parties will assert these claims against Aspen Park or its strategic partners or against the licensors of technology licensed to Aspen Park, or whether those claims will harm Aspen Park’s business. In addition, the outcome of intellectual property litigation is subject to uncertainties that cannot be adequately quantified in advance. If Aspen Park or its partners were to face infringement claims or challenges by third parties relating to Aspen Park’s drug candidates, an adverse outcome could subject Aspen Park to significant liabilities to such third parties, and force Aspen Park or its partners to curtail or cease the development of some or all of Aspen Park’s drug candidates, which could adversely affect its business, financial condition, results of operations and prospects.

Aspen Park must submit patent certifications in connection with the 505(b)(2) FDA regulatory pathway.

Aspen Park intends to submit NDAs for its MSS-722 and APP-944 drug candidates, assuming that the clinical data justify submission, and for its Tamsulosin DRS product under Section 505(b)(2) of the Food, Drug and Cosmetic Act, or “FDCA,” which was enacted as part of the Drug Price Competition and Patent Term Restoration Act of 1984, otherwise known as the Hatch-Waxman Act. Section 505(b)(2) permits the filing of an NDA when at least some of the information required for approval comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference. To the extent that a Section 505(b)(2) NDA relies on clinical trials conducted for a previously approved drug product or the FDA’s prior findings of safety and effectiveness for a previously approved drug product, the Section 505(b)(2) applicant must submit patent certifications in its Section 505(b)(2) NDA with respect to any patents for the approved product on which the application relies that are listed in the FDA’s publication, Approved Drug Products with Therapeutic Equivalence Evaluations, commonly referred to as the Orange Book. Specifically, the applicant must certify for each listed patent that (i) the required patent information has not been filed; (ii) the listed patent has expired;

38

Table of Contents

(iii) the listed patent has not expired, but will expire on a particular date and approval is not sought until after patent expiration; or (iv) the listed patent is invalid, unenforceable or will not be infringed by the proposed new product. A certification that the new product will not infringe the previously approved product’s listed patent or that such patent is invalid or unenforceable is known as a Paragraph IV certification.

If the Section 505(b)(2) NDA applicant has provided a Paragraph IV certification to the FDA, the applicant must also send notice of the Paragraph IV certification to the owner of the referenced NDA for the previously approved product and relevant patent holders within 20 days after the Section 505(b)(2) NDA has been accepted for filing by the FDA. The NDA and patent holders may then initiate a patent infringement suit against the Section 505(b)(2) applicant. Under the FDCA, the filing of a patent infringement lawsuit within 45 days of receipt of the notification regarding a Paragraph IV certification automatically prevents the FDA from approving the Section 505(b)(2) NDA for 30 months beginning on the date the patent holder receives notice, or until a court deems the patent unenforceable, invalid or not infringed, whichever is earlier. The court also has the ability to shorten or lengthen the 30 month period if either party is found not to be reasonably cooperating in expediting the litigation. Thus, the Section 505(b)(2) applicant may invest a significant amount of time and expense in the development of its product only to be subject to significant delay and patent litigation before its product may be commercialized. Alternatively, if the NDA or relevant patent holder does not file a patent infringement lawsuit within the specified 45 day period, the FDA may approve the Section 505(b)(2) application at any time.

If Aspen Park cannot certify that all of the patents listed in the Orange Book for the approved products referenced in the NDAs for each of its drug candidates have expired, it will be compelled to include a Paragraph IV certification in the NDA for such drug candidate. Aspen Park’s inability to certify that all of the patents listed in the FDA’s Orange Book for approved products referenced in the NDAs for each of its drug candidates could have a serious and significant adverse effect on the timing for obtaining approval of its drug candidates.

Aspen Park may be subject to claims that its employees have wrongfully used or disclosed alleged trade secrets of its competitors.

As is common in the pharmaceutical industry, Aspen Park will employ individuals who were previously employed at other biotechnology or pharmaceutical companies, including Aspen Park’s competitors or potential competitors. Aspen Park may be subject to claims that these employees, or Aspen Park, have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of their former employers. Litigation may be necessary to defend against these claims. Such claims may lead to material costs for Aspen Park, or an inability to protect or use valuable intellectual property rights, which could adversely affect Aspen Park’s business, financial condition, results of operations and prospects.

Aspen Park may need to file lawsuits or take other actions to protect or enforce its intellectual property rights.

Competitors may infringe Aspen Park’s patents or the patents of its licensors. To counter infringement or unauthorized use, Aspen Park may be required to file infringement claims, which can be expensive and time-consuming. Moreover, Aspen Park may not have sufficient financial or other resources to file and pursue such infringement claims, which typically last for years before they are concluded. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection, particularly those relating to pharmaceuticals, which could make it difficult for Aspen Park to stop the infringement of its patents or marketing of competing products in violation of its proprietary rights, generally.

In addition, in an infringement proceeding, a court may decide that a combined company patent or one of Aspen Park’s licensor’s patents is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that Aspen Park’s patents, or those of its licensors, do not cover the technology in question or on other grounds. An adverse result in any litigation or defense proceedings could put one or more of Aspen Park’s patents, or those of its licensors, at risk of being invalidated, held unenforceable or

39

Table of Contents

interpreted narrowly and could put Aspen Park’s patent applications, or those of its licensors, at risk of not issuing. Moreover, Aspen Park may not be able to prevent, alone or with its licensors, misappropriation of its proprietary rights, particularly in countries in which the laws may not protect those rights as fully as in the United States or in those countries in which Aspen Park does not file national phase patent applications. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of Aspen Park’s confidential information could be compromised by disclosure during this type of litigation. The occurrence of any of the above could adversely affect Aspen Park’s business, financial condition, results of operations and prospects.

Aspen Park may fail to protect the confidentiality of commercially sensitive information.

Aspen Park will rely on trade secrets, know-how and continuing technological advancement to develop and maintain its competitive position. To protect this competitive position, Aspen Park will enter into confidentiality and proprietary information agreements with third parties, including employees, independent contractors, suppliers and collaborators. Aspen Park cannot, however, ensure that these protective arrangements will be honored by third parties and it may not have adequate remedies if these arrangements are breached. In addition, enforcement of claims that a third party has illegally obtained and is using trade secrets, know-how or technological advancements is expensive, time-consuming and uncertain. Non-U.S. courts are sometimes less willing than U.S. courts to protect this information. Moreover, Aspen Park’s trade secrets, know-how and technological advancements may otherwise become known or be independently developed by competitors in a manner providing Aspen Park with no practical recourse against the competing parties. If any such events were to occur, they could adversely affect Aspen Park’s business, financial condition, results of operations and prospects.

Risks Related to the Combined Company if the Mergers are Completed

FHC and Aspen Park may be unable to realize the benefits anticipated by the Mergers or it may take longer than anticipated for the combined company to achieve those benefits.

FHC’s realization of the benefits anticipated as a result of the Mergers will depend in part on the integration of Aspen Park’s business with that of FHC under a new management team led by Aspen Park’s Chief Executive Officer, Dr. Steiner. However, Veru may not be able to effectively operate and integrate Aspen Park’s business and FHC’s business. The dedication of management resources to this integration could detract attention from the day-to-day business of FHC and Aspen Park, and FHC cannot assure stockholders that there will not be substantial costs associated with the transition process or other negative consequences as a result of these integration efforts. These effects, including, but not limited to, incurring unexpected costs or delays in connection with integration of the two businesses, or the failure of Aspen Park’s business to perform as expected, could harm the combined company’s results of operations.

The issuance of shares of Veru Common Stock in the APP Merger will dilute the voting power and economic interests of FHC’s current stockholders.

Upon consummation of the APP Merger, all of Aspen Park’s capital stock issued and outstanding immediately prior to the effective time of the APP Merger will be converted into shares of Veru Common Stock. If the APP Merger is consummated, Veru will issue shares of Veru Common Stock to the former stockholders of Aspen Park in an aggregate number that will equal approximately 45% of the total outstanding number of common shares on a fully diluted basis following the issuance. Consequently, FHC’s stockholders will own a significantly smaller percentage of the combined company and they should expect to exercise less influence over the management and policies of the combined company following the Mergers than they currently exercise over FHC’s management and policies.

40

Table of Contents

A limited number of stockholders may be able to exercise substantial influence over the combined company.

Assuming shares of Veru Common Stock in the APP Merger are allocated to the preference of Aspen Park’s Series A Preferred Stock based on a value of $1.40 per share, the closing price of FHC Common Stock on June 16, 2016, and based on the amount of the accrued preference of Aspen Park’s Series A Preferred Stock through June 16, 2016, each of Dr. Steiner and Dr. Fisch will beneficially own approximately 15.7% of the shares of Veru Common Stock outstanding immediately following the closing of the Mergers. These stockholders may have the ability to exert significant influence over the outcome of stockholder votes, including votes concerning director elections, amendments to the Veru Certificate of Incorporation and possible mergers, corporate control contests and other significant corporate transactions.

The combined company’s success will also depend on relationships with third parties and pre-existing customers of FHC and Aspen Park, which relationships may be affected by customer preferences or public attitudes about the Mergers.

The combined company’s success following the Mergers will depend on its ability to maintain and renew relationships with pre-existing customers and other business relations of both FHC and Aspen Park and to establish new business relationships. The business of the combined company may not be able to maintain pre-existing customer contracts and other business relationships and there can be no assurance that the combined company will be able to enter into or maintain new customer contracts and other business relationships on acceptable terms, if at all. The combined company’s failure to maintain important customer relationships could harm its reputation, while also negatively impacting the financial condition and results of operations of the combined company.

Charges to earnings resulting from the Mergers may cause the combined company’s operating results to suffer.

Under the acquisition method of accounting in accordance with ASC 805, Business Combinations, Veru will allocate the total purchase price of the APP Merger to Aspen Park’s net tangible assets and intangible assets based on their respective fair values as of the date of the Mergers, and Veru will record the excess of the purchase price over those fair values as goodwill. Management’s estimates of the fair value of such assets will be based upon assumptions that they believe to be reasonable but that will be inherently uncertain. After the Mergers, the following factors, among others, could result in material charges that would cause the combined company’s financial results to be negatively impacted:

Additional costs may include costs of employee redeployment, relocation and retention, including salary increases or bonuses, accelerated amortization of deferred equity compensation and severance payments, reorganization or closure of facilities, taxes and termination of contracts that provide redundant or conflicting services. Some of these costs may have to be accounted for as expenses that would decrease net income and earnings per share for the periods in which those adjustments are made.

41

Table of Contents

Future results of the combined company may differ materially from the unaudited pro forma financial statements presented in this proxy statement and the anticipated future performance of the combined company.

The future results of the combined company may be materially different from those shown in the unaudited pro forma condensed combined financial statements presented in this proxy statement, which show only a combination of the historical results of FHC and Aspen Park, and the anticipated future performance of the combined company. FHC expects to incur significant costs associated with the completion of the Mergers and combining the operations of the two companies, the exact magnitude of which is not yet known. Furthermore, these costs may decrease the capital that the combined company could use for revenue-generating investments in the future.

The projections of Aspen Park are based on assumptions which inherently contain significant uncertainties and, as a result, Aspen Park’s financial results may differ materially from the projections.

The financial projections of Aspen Park included in the section of this proxy statement entitled “The Mergers—Certain Aspen Park Projections” beginning on page 86 of this proxy statement were, in general, prepared solely for internal use, are subjective in many respects and are thus subject to interpretation. The financial projections, while presented with numerical specificity, reflect numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to Aspen Park’s products and product candidates, all of which are difficult to predict and many of which are beyond Aspen Park’s control. In addition, because the financial projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year. The assumptions upon which the financial projections were based necessarily involve judgments of Aspen Park’s senior management with respect to, among other things, future economic, competitive and regulatory conditions, financial market conditions and the ability to access sufficient capital, all of which are difficult or impossible to predict accurately and many of which are beyond Aspen Park’s control. The financial projections also reflect assumptions by Aspen Park’s senior management as to certain business decisions that are subject to change. Accordingly, there can be no assurance that the financial projections will be realized, and actual results may vary materially from those shown.

Other Risks Related to FHC

In addition to the foregoing risks, FHC is, and will continue to be, subject to the risks described in FHC’s Annual Report on Form 10-K for the year ended September 30, 2015, Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 and all Quarterly Reports on Form 10-Q filed thereafter.

42

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains or may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. Statements that include words such as “may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,” “could,” “would,” “estimate,” “continue,” “pursue,” “possible” or “potential” or the negative of these words or other words or expressions of similar meaning may identify forward-looking statements. These forward-looking statements are found at various places throughout this proxy statement and relate to a variety of matters, including but not limited to (i) the timing and anticipated completion of the proposed Mergers, (ii) the benefits expected to result from the proposed Mergers, (iii) the anticipated development of Aspen Park’s product portfolio, including regulatory approvals and time and cost to bring to market; (iv) the Aspen Park projections included in the section entitled “The Mergers—Certain Aspen Park Projections” beginning on page 86 of this proxy statement and (v) other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of FHC and Aspen Park, are not guarantees of performance and are subject to significant risks and uncertainty. These forward-looking statements should, therefore, be considered in light of various important factors, including those set forth in this proxy statement. In addition to the risk factors identified elsewhere, important factors that could cause actual results to differ materially from those described in forward-looking statements contained herein include, but are not limited to:

Additional factors that could cause actual results to differ materially from those described in the forward-looking statements are set forth in the section entitled “Risk Factors” beginning on page 24 of this proxy statement, the Annual Report on Form 10-K of FHC for the year ended December 31, 2015, which was filed with the SEC on December 2, 2015, under the heading “Item 1A-Risk Factors” and in subsequent reports on Forms 10-Q and 8-K.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement. Neither FHC nor Aspen Park undertakes any obligation to publicly update or release any revisions to these forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this proxy statement or to reflect the occurrence of unanticipated events, except as required by law.

43

Table of Contents

THE SPECIAL MEETING

General

FHC is furnishing this proxy statement to its stockholders in connection with the solicitation of proxies by the FHC Board for use at the Special Meeting of FHC’s stockholders with respect to the proposals relating to the Merger Agreement, including the Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal and the Share Issuance Proposal, as well as the Advisory Compensation Proposal and the Adjournment Proposal.

Date, Time and Place

The Special Meeting will be held on [●], 2016 at [●] [a.m.] [p.m.], local time, at [●].

Purpose of the Special Meeting

At the Special Meeting, and any adjournments or postponements thereof, FHC’s stockholders will be asked to:

THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING ARE OF GREAT IMPORTANCE TO FHC’S STOCKHOLDERS. ACCORDINGLY, STOCKHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED IN THIS PROXY STATEMENT.

Recommendation of the FHC Board

The FHC Board, after considering all factors that the FHC Board deemed relevant and after consulting with independent legal and financial advisors, determined by a unanimous vote of the six directors who voted that the Merger Agreement and the transactions contemplated thereby, including the Mergers, are fair to and in the best interests of FHC and its stockholders, and adopted and approved the Merger Agreement and the transactions contemplated thereby, including the Mergers. Certain factors considered by the FHC Board in reaching its decision to adopt and approve the Merger Agreement and the transactions contemplated thereby, including the Mergers, can be found in the section entitled “The Mergers—Recommendation of the FHC Board and its Reasons for the Mergers” beginning on page 67 of this proxy statement.

The FHC Board, by a unanimous vote of the six directors who voted, recommends that the stockholders of FHC vote:

44

Table of Contents

Record Date; Shares Entitled to Vote

The FHC Board has fixed [●], 2016 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof. Only holders of record of shares of FHC Common Stock at the close of business on the record date are entitled to receive notice of, attend, and vote at the Special Meeting. A stockholder whose shares are held of record by a broker, bank or other nominee as of the record date, should check the voting instruction card forwarded by the stockholder’s broker, bank or other nominee in order to obtain directions on how to vote the stockholder’s shares, and such a stockholder must obtain a proxy issued in such stockholder’s name from that record holder in order to attend and vote at the Special Meeting.

At the close of business on the record date, FHC had outstanding and entitled to vote [●] shares of FHC Common Stock.

FHC Common Stock is the only class of securities entitled to vote at the Special Meeting. Each share of FHC Common Stock outstanding on the record date entitles the holder thereof to one vote on each matter properly brought before the Special Meeting, exercisable in person or by proxy through a properly executed and delivered proxy card. For each matter scheduled for a vote at the Special Meeting, you may vote “For” or “Against” or you may “Abstain” from voting.

Quorum

To conduct the business described above at the Special Meeting, FHC must have a quorum present. Stockholders who hold a majority of FHC Common Stock outstanding as of the close of business on the record date for the Special Meeting must be present either in person or by proxy to constitute a quorum to conduct business at the Special Meeting. As of the record date, there were [●] shares of FHC Common Stock outstanding and entitled to vote at the Special Meeting. Accordingly, the presence, in person or by proxy, of the holders of [●] shares of FHC Common Stock will be required to establish a quorum.

45

Table of Contents

Required Vote

The proposals being submitted for approval by FHC’s stockholders at the Special Meeting will be approved or rejected on the basis of certain specific voting thresholds. In particular:

The transactions contemplated by the Merger Agreement cannot be consummated unless the holders of at least two-thirds of the outstanding shares of FHC Common Stock vote in favor of the Reincorporation Proposal, the Share Increase Proposal and the Majority Vote Proposal and unless a majority of the votes cast at the special meeting vote in favor of the Share Issuance Proposal. If you do not vote your shares as instructed in the enclosed proxy card, or if you do not instruct your broker how to vote any shares held for you in “street name,” the effect will be a vote against the Reincorporation Proposal, the Share Increase Proposal and the Majority Vote Proposal. If the stockholders of FHC do not approve the Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal and the Share Issuance Proposal by the required vote, none of those proposals will be implemented and the Mergers will not be consummated.

Counting of Votes; Treatment of Abstentions and Incomplete Proxies; Broker Non-Votes

Stockholder of Record: Shares Registered in Your Name

FHC’s transfer agent is Computershare Investor Services, LLC. If, as of the record date, your shares were registered directly in your name with the transfer agent, then you are a stockholder of record.

If you are a stockholder of record, you may vote in person at the Special Meeting, vote by proxy by telephone, vote by proxy over the Internet, or vote by completing and returning the enclosed proxy card. Whether or not you plan to attend the Special Meeting, FHC urges you to vote by proxy to ensure that your vote is counted. You may still attend the Special Meeting and vote in person even if you have already voted by proxy.

Stockholders of at the close of business on [●], 2016, the record date for the Special Meeting, may vote as follows:

46

Table of Contents

To vote via telephone or Internet, please have your proxy card in front of you. A phone number and an Internet website address is contained on your proxy card. Upon entering either the phone number or the Internet website address, you will be instructed on how to proceed.

If a stockholder does not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Special Meeting, such stockholder’s shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Special Meeting, and will have the same effect as a vote “AGAINST” the Reincorporation Proposal, the Share Increase Proposal and the Majority Vote Proposal.

If a stockholder signs, dates and mails a proxy card without indicating how such stockholder wishes to vote, such proxy card will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting and all of such stockholder’s shares will be voted “FOR” each Proposal. However, if a stockholder submits a proxy card or provides proxy instructions by telephone or over the Internet and affirmatively elects to abstain from voting, such proxy will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting and the abstention will have the same effect as a vote “AGAINST” the Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal and the Share Issuance Proposal.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If, on the record date, your shares were held in an account at a broker, bank or other nominee, rather than in your name, then you are the beneficial owner of shares held in “street name” and a voting instruction card is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. Since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.

Simply follow the voting instructions in the voting instruction card to ensure your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. To vote in person at the Special Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Non-discretionary matters include director elections and other matters like those involving a matter that may substantially affect the rights or privileges of stockholders, such as mergers, acquisitions, share issuances or stockholder proposals. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange on which your broker may vote shares held in street name in the absence of your voting instructions.

The Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal and the Share Issuance Proposal and the Advisory Compensation Proposal are all non-discretionary matters. Therefore, if you do not instruct your broker or other nominee on how to vote your shares then:

47

Table of Contents

Counting Votes

Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “For,” “Against,” “Abstain” and broker non-votes.

Revoking Your Proxy

If you wish to change your vote with respect to any Proposal, you may do so by revoking your proxy at any time prior to the commencement of voting with respect to that proposal at the Special Meeting.

If you are the record holder of your shares, you can revoke your proxy by:

If you are a stockholder of record, revocation of your proxy or voting instructions by written notice must be received by 11:59 p.m., Eastern Time, on [●], 2016, although you may also revoke your proxy by attending the Special Meeting and voting in person. Simply attending the Special Meeting will not, by itself, revoke your proxy. Your most current proxy card or telephone or Internet proxy is the one that will be counted. If your shares are held in street name by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank to revoke your proxy.

Solicitation of Proxies

FHC and Aspen Park will each pay for one-half of the cost and expense of preparing, filing, assembling, printing and mailing this proxy statement, any amendments thereto, the proxy card and any additional information furnished to FHC’s stockholders. D.F. King & Co., Inc., a proxy solicitation firm, will be assisting FHC for a fee of approximately $9,500 plus out-of-pocket expenses. FHC may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their costs of soliciting and obtaining proxies from beneficial owners, including the costs of reimbursing brokerage houses and other custodians, nominees and fiduciaries for their costs of forwarding this proxy statement and other solicitation materials to beneficial owners. In addition, proxies may be solicited without extra compensation by directors, officers and employees of FHC by mail, telephone, email, fax or other methods of communication.

Delivery of Proxy Materials to Households Where Two or More Stockholders Reside

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost-savings for companies.

In connection with the Special Meeting, a number of brokers with account holders who are FHC’s stockholders will be householding the proxy materials. As a result, a single proxy statement will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the applicable stockholders. Once a stockholder receives notice from its broker that they will be householding communications to such stockholder’s address, householding will continue until such stockholder is notified otherwise or until such stockholder revokes its consent. If, at any time, a stockholder no longer wishes to participate in householding and would prefer to receive a separate proxy statement, such stockholder should notify its broker or contact FHC at (312) 595-9123. Stockholders who currently receive multiple copies of this proxy statement at their address and would like to request householding of their communications should contact their broker.

48

Table of Contents

Attending the Special Meeting

All the stockholders as of the record date, or their duly appointed proxies, may attend the Special Meeting. If you are a registered stockholder (that is, if you hold your stock in your own name) and you wish to attend the Special Meeting, please bring your proxy and evidence of your stock ownership, such as your most recent account statement, to the Special Meeting. You should also bring valid picture identification.

If your shares are held in street name in a stock brokerage account or by another nominee and you wish to attend the Special Meeting, you need to bring a copy of a brokerage or bank statement to the Special Meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification.

49

Table of Contents

THE PROPOSALS

Proposal No. 1: Approval of the Reincorporation Merger

The FHC Board has approved a proposal to approve and adopt the Reincorporation Plan of Merger pursuant to which, among other things, FHC will change its corporate domicile from the State of Wisconsin to the State of Delaware through the Reincorporation Merger. Pursuant to the Reincorporation Proposal, FHC’s stockholders are only being asked to approve and adopt the Reincorporation Plan of Merger and are not being asked to approve the Merger Agreement. This section provides additional information regarding the Reincorporation Merger. In connection with the Reincorporation Merger, the Veru Certificate of Incorporation and Veru Bylaws have been prepared to include provisions commonly maintained by publicly traded companies incorporated in Delaware to maximize management efficiency, maximize value for Veru under Delaware law and preserve stockholder rights under Delaware law. We urge you to read carefully the following sections of this proxy statement, including the related annexes.

No Change Will Be Made in the Business or Physical Location of FHC

The Reincorporation Merger will effect only a change in the legal domicile of FHC and other changes of a legal nature. The Reincorporation Merger will not result in any change in the business, fiscal year, accounting, location of the principal executive offices, assets or liabilities of FHC. After the completion of the Reincorporation Merger, each stockholder of FHC will have the same number of shares of Veru Common Stock as shares of FHC Common Stock such stockholder held immediately prior to the completion of the Reincorporation Merger.

The Reincorporation Merger will result in the change of FHC’s name to “Veru Healthcare Inc.” While the Reincorporation Merger will not effect any change in the FHC Board or the executive officers of FHC, the APP Merger occurring immediately thereafter will result in changes to the board of directors and executive officers of FHC. Please see the section entitled “The Mergers—Board of Directors and Executive Officers of Veru After the Completion of the Mergers” beginning on page 75 of this proxy statement for further discussion.

Reasons for the Reincorporation

The FHC Board believes that there are significant advantages to FHC that will arise as a result of a change of domicile to Delaware. Further, the FHC Board believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits the stockholders, who are the owners of the corporation. The FHC Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of FHC and its stockholders. As explained in more detail below, these reasons can be summarized as follows:

50

Table of Contents

FHC has a relatively small market capitalization compared to many other publicly-traded companies, including companies in the industries in which FHC competes. In the view of the FHC Board and the management, this results in FHC facing significant competition for qualified and experienced independent directors. The current corporate governance environment and the additional requirements under the Sarbanes-Oxley Act of 2002, SEC rules and NASDAQ rules place a premium on publicly-traded corporations having experienced, independent directors. Accordingly, there is an increased demand for highly qualified independent directors. At the same time, the current environment has increased the scrutiny on director actions and the perception of increased liability of independent directors. As a result, the FHC Board believes that fewer qualified persons are willing to serve as independent directors, particularly on boards of smaller public companies, and qualified directors are choosing to serve on fewer boards.

The FHC Board believes that reincorporation in Delaware will enhance FHC’s ability to attract and retain directors. The vast majority of public corporations are domiciled in Delaware. Not only is Delaware law most familiar to directors, Delaware law provides, as noted above, greater flexibility, predictability and responsiveness to corporate needs and more certainty regarding indemnification and limitation of liability of directors, all of which will enable the directors to act in the best interest of FHC. As a result, the FHC Board believes that the more favorable corporate environment afforded by Delaware will enable FHC to compete more effectively with other public companies, many of which are already incorporated in Delaware, to retain FHC’s current directors and attract and retain new directors.

Effecting the Reincorporation

The following discussion is qualified by reference to the text of the Reincorporation Plan of Merger and proposed forms of the Veru Certificate of Incorporation and the Veru Bylaws, copies of which are attached to this proxy statement as Annexes A-I, E and F, respectively.

FHC’s capital stock currently consists of 38,500,000 authorized shares of common stock, $0.01 par value, of which 29,052,667 shares were issued and outstanding as of June 16, 2016, and 5,015,000 authorized shares of preferred stock, $0.01 par value, none of which were issued as of that date. If the Reincorporation Proposal is approved, FHC’s capital stock will increase from 38,500,000 authorized shares of common stock and 5,015,000 authorized shares of preferred stock, to 160,000,000 shares of common stock and 40,000,000 shares of preferred stock, with the par values remaining unchanged. Please see the section entitled “The Proposals—Proposal No. 2: Approval of Increase in Authorized Shares” beginning on page 52 of this proxy statement for further discussion.

The Reincorporation Merger will be effected by merging FHC with and into FHC Delaware Merger Sub with FHC Delaware Merger Sub surviving the Reincorporation Merger as “Veru Healthcare Inc.” Pursuant to the Merger Agreement, upon the effective date of the Reincorporation Merger, each outstanding share of FHC Common Stock will be converted into the right to receive one share of Veru Common Stock. In addition, (1) each

51

Table of Contents

option to purchase shares of FHC Common Stock that is outstanding immediately prior to the effective time of the Reincorporation Merger will be converted into an option to purchase, on the same terms and conditions (including, if applicable, any continuing vesting requirements and per share exercise price), an equal number of shares of Veru Common Stock and (2) any other outstanding award relating to shares of FHC Common Stock will be converted into an equivalent award relating to an equal number of shares of Veru Common Stock. Veru will also assume sponsorship of FHC’s 1997 Stock Option Plan and 2008 Stock Incentive Plan following the effective time of the Reincorporation Merger. Some of the outstanding equity awards of FHC provide for accelerated vesting upon a change of control, including the Mergers. See the section entitled “The Mergers—Interests of FHC’s Directors and Executive Officers” beginning on page 80 of this proxy statement for additional information regarding such awards that are held by directors or executive officers of FHC.

Possible Disadvantages

Despite the belief of the FHC Board that the Reincorporation Merger is in the best interests of FHC and its stockholders, it should be noted that Delaware law has been criticized by some commentators on the grounds that it does not afford minority stockholders the same substantive rights and protections as are available in a number of other states. It should be noted that the interests of the FHC Board and management in connection with the Reincorporation Merger may not be the same as those of the other FHC stockholders. See the section entitled “The Mergers—Interests of FHC’s Directors and Executive Officers” beginning on page 80 of this proxy statement for additional information regarding such interests.

Significant Differences in the Articles of Incorporation/Certificate of Incorporation and Bylaws of FHC and Veru

With certain exceptions, the provisions of the Veru Certificate of Incorporation and Veru Bylaws are similar to those of FHC’s current Articles of Incorporation and Bylaws, as amended and restated. The Reincorporation Merger would include the implementation of certain provisions in the Veru Certificate of Incorporation and Veru Bylaws that may alter the rights of stockholders and the powers of management and reduce stockholder participation in certain important corporate decisions. In addition, because of differences between the laws of Wisconsin and Delaware, the Reincorporation Merger will effect some changes in the FHC stockholders’ rights. For a discussion of such changes, see the section entitled “Comparison of Stockholder Rights Before and After the Reincorporation Merger” beginning on page 139 of this proxy statement.

Required Vote; Recommendation of the FHC Board

The Reincorporation Proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of FHC Common Stock. If a stockholder does not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Special Meeting, or if a stockholder submits a proxy card or provides proxy instructions by telephone or over the Internet and affirmatively elects to abstain from voting, it will have the same effect as a vote “AGAINST” the Reincorporation Proposal.

THE FHC BOARD RECOMMENDS A VOTE “FOR” THE REINCORPORATION PROPOSAL.

Proposal No. 2: Approval of Increase in Authorized Shares

The FHC Board believes it is in the best interest of FHC to amend FHC’s Amended and Restated Articles of Incorporation, as amended, to increase the total number of authorized shares of FHC Common Stock from 38,500,000 shares to 160,000,000 shares and to increase the total number of authorized shares of preferred stock of FHC from 5,015,000 shares to 40,000,000 shares. This amendment will be effected through the Reincorporation Merger where the Veru Certificate of Incorporation will authorize 160,000,000 shares of common stock and 40,000,000 shares of preferred stock. This amendment will provide Veru with a sufficient number of shares of Veru Common Stock to issue to the stockholders of Aspen Park pursuant to the Merger

52

Table of Contents

Agreement, and will also provide Veru with additional authorized but unissued shares for use in future financings, acquisition transactions, joint ventures and other general corporate purposes. The text of the Veru Certificate of Incorporation is attached hereto as Annex E.

Reasons for the Increase

In order to consummate the APP Merger, FHC will be required to increase its authorized share capital in order to issue a sufficient number of shares of Veru Common Stock to issue to the stockholders of Aspen Park pursuant to the Merger Agreement. Based on the number of shares of FHC Common Stock that were issued and outstanding on a fully-diluted basis as determined in accordance with the Merger Agreement as of the close of business on June 16, 2016, the latest practicable date prior to the date of this proxy statement, a total of 52,952,390 shares of Veru Common Stock would be outstanding immediately after the closing of the Mergers. As 38,500,000 shares of FHC Common Stock are currently authorized under FHC’s Amended and Restated Articles of Incorporation, FHC does not currently have a sufficient number of authorized shares to issue shares to the Aspen Park stockholders pursuant to the Merger Agreement.

In addition, the FHC Board believes that it is desirable to have additional authorized shares of FHC Common Stock and preferred stock available for possible future financings, acquisition transactions, joint ventures and other general corporate purposes. The FHC Board believes that having such additional authorized shares of capital stock available for issuance in the future will give Veru greater flexibility and may allow such shares to be issued without the expense and delay of a special stockholders’ meeting unless such approval is expressly required by applicable law. Although such issuance of additional shares with respect to future financings, acquisitions and joint ventures would dilute existing stockholders, the FHC Board believes that such transactions would increase the overall value of FHC to its stockholders. There are certain advantages and disadvantages of an increase in our authorized capital stock. The advantages include:

The disadvantages include:

FHC has no arrangements, agreements, or understandings in place at the present time for the issuance or use of the additional shares of capital stock to be authorized by the Veru Certificate of Incorporation other than in connection with the Mergers, the Financial Advisor Warrant and the equity grants to be made to Mr. Bethune and

53

Table of Contents

Mr. Gilbert. See the section entitled “The Mergers—Opinion of FHC’s Financial Advisor” beginning on page 70 of this proxy statement for additional information regarding the Financial Advisor Warrant and see the section entitled “The Merger Agreement—Merger Consideration” beginning on 87 of this proxy statement for additional information regarding the equity grants.

Although an increase in the authorized shares of capital stock could, under certain circumstances, have an anti-takeover effect, this proposal to increase the authorized shares of FHC is not in response to any effort of which FHC is aware to accumulate FHC stock or obtain control of FHC. Nor is it part of a plan by management to recommend a series of similar amendments to the FHC Board and stockholders.

If FHC’s stockholders do not approve the increase in authorized shares of common stock, then FHC will not be able to increase the total number of authorized shares of common stock from 38,500,000 shares to 160,000,000, and therefore, FHC will not be able to complete the Mergers.

Required Vote; Recommendation of the FHC Board

The Share Increase Proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of FHC Common Stock. If a stockholder does not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Special Meeting, or if a stockholder submits a proxy card or provides proxy instructions by telephone or over the Internet and affirmatively elects to abstain from voting, it will have the same effect as a vote “AGAINST” the Share Increase Proposal.

THE FHC BOARD RECOMMENDS A VOTE “FOR” THE SHARE INCREASE PROPOSAL.

Proposal No. 3: Approval of Majority Voting Rights

The FHC Board believes it is in the best interest of FHC to amend FHC’s Amended and Restated Articles of Incorporation, as amended, to change the vote required by stockholders to approve certain amendments to FHC’s Articles of Incorporation, certain mergers, share exchanges or conversions, certain sales of all or substantially all of FHC’s assets, and a dissolution of FHC from an affirmative vote of the holders of two-thirds of the shares entitled to vote thereon pursuant to Section 180.1706 of the WBCL to the holders of a majority of the voting power of the outstanding shares of capital stock of FHC entitled to vote thereon.

Section 180.1706 of the WBCL provides that for a corporation like FHC organized in Wisconsin before January 1, 1973, except to the extent such corporation’s articles of incorporation are amended to provide different voting requirements, stockholders holding two-thirds of the shares entitled to vote are required to approve certain amendments to the articles of incorporation, certain mergers, share exchanges or conversions, certain sales of all or substantially all of such corporation’s assets and a dissolution of such corporation or a revocation of such dissolution. The amendment described in this section of this proxy statement would be effected through the Reincorporation Merger where the Veru Certificate of Incorporation and the DGCL will provide for the applicable majority voting standard for each of these actions in lieu of the WBCL two-thirds voting requirement.

Reasons for the Amendment

The FHC Board believes that having a majority voting standard in the future will give Veru greater flexibility to take corporate actions that will provide value to FHC stockholders. There are certain advantages and disadvantages of a majority voting standard, as opposed to a supermajority voting standard. The advantages include:

54

Table of Contents

The disadvantages include:

If FHC’s stockholders do not approve the Majority Vote Proposal, then FHC will not be able to complete the Mergers.

Required Vote; Recommendation of the FHC Board

The Majority Vote Proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of FHC Common Stock. If a stockholder does not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Special Meeting, or if a stockholder submits a proxy card or provides proxy instructions by telephone or over the Internet and affirmatively elects to abstain from voting, such stockholder’s shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Special Meeting, and will have the same effect as a vote “AGAINST” the Majority Vote Proposal.

THE FHC BOARD RECOMMENDS A VOTE “FOR” THE MAJORITY VOTE PROPOSAL.

Proposal No. 4: Approval of the Issuance of Veru Common Stock in Connection with the APP Merger

Under the Merger Agreement, the consideration payable to Aspen Park stockholders will consist of shares of Veru Common Stock. Under NASDAQ rules, a company whose stock is listed on NASDAQ, such as FHC, is required to obtain stockholder approval prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in connection with the acquisition of another company if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before such issuance in connection with such proposed acquisition. The number of shares of Veru Common Stock to be issued in connection with the APP Merger exceeds 20% of the shares of Veru Common Stock outstanding before such issuance. For this reason, FHC must obtain the approval of its stockholders, in accordance with NASDAQ rules, for the issuance of shares of Veru Common Stock in connection with the APP Merger. Accordingly, FHC is asking its stockholders to approve the issuance of shares of Veru Common Stock in connection with the APP Merger pursuant to the terms of the Merger Agreement.

Required Vote; Recommendation of the FHC Board

Approval of the Share Issuance Proposal requires the affirmative vote of a majority of the total votes cast on the Share Issuance Proposal at the Special Meeting, assuming a quorum is present. If a stockholder does not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Special Meeting, it will have no effect on the approval of the Share Issuance Proposal. However, if a stockholder submits a proxy card or provides proxy instructions by telephone or over the Internet and affirmatively elects to abstain from voting, it will have the same effect as a vote “AGAINST” the Share Issuance Proposal.

55

Table of Contents

THE FHC BOARD RECOMMENDS A VOTE “FOR” THE SHARE ISSUANCE PROPOSAL.

Proposal No. 5: Approval of Non-Binding Advisory Proposal on Executive Compensation

Item 402(t) of Regulation S-K promulgated under Section 14A of the Exchange Act, which was enacted as part of the Dodd Frank Wall Street Reform and Consumer Protection Act of 2010, requires that FHC provide its stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation arrangements for FHC’s named executive officers disclosed in the section entitled “The Mergers—Interests of FHC’s Directors and Executive Officers in the Mergers” beginning on page 80 of this proxy statement.

The payments summarized there in the table set forth in the section entitled “The Mergers—Interests of FHC’s Directors and Executive Officers in the Mergers” beginning on page 80 of this proxy statement and as further described in the accompanying footnotes and the associated narrative discussion represent all the compensation known at this time that may be paid or become payable to FHC named executive officers that is based on or otherwise related to the Mergers.

The FHC Board encourages you to review carefully the named executive officer compensation information disclosed in this proxy statement.

The FHC Board unanimously recommends that the stockholders of FHC approve the following resolution:

“RESOLVED, that the compensation that will or may become payable to the named executive officers that is based on or otherwise related to the Mergers as disclosed in this proxy statement pursuant to Item 402(t) of Regulation S-K in the section entitled “The Mergers—Interests of FHC’s Directors and Executive Officers in the Mergers” and the related tables and narrative, is hereby APPROVED.”

Required Vote; Recommendation of the FHC Board

The vote on the Advisory Compensation Proposal is a vote separate and apart from the vote on the other Proposals. Accordingly, a holder of FHC Common Stock may vote to approve any Proposal and vote not to approve the Advisory Compensation Proposal and vice versa. Approval of the Advisory Compensation Proposal requires the votes cast favoring the action exceed the votes cast opposing the action. Abstentions and broker non-votes, if any, and shares of FHC Common Stock not in attendance at the Special Meeting, in person or by proxy, will have no effect on the approval of the Advisory Compensation Proposal.

Because the vote on the Advisory Compensation Proposal is advisory only, it will not be binding on FHC. Accordingly, if the Merger Agreement is approved and adopted and the Mergers are consummated, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the non-binding, advisory vote of the FHC stockholders in respect of the Advisory Compensation Proposal.

THE FHC BOARD RECOMMENDS A VOTE “FOR” THE ADVISORY COMPENSATION PROPOSAL.

Proposal No. 6: If Necessary, Approval of the Adjournment of the Special Meeting Including to Solicit Additional Proxies if There Are Not Sufficient Votes in Favor of any Proposal.

The FHC stockholders are being asked to approve a Proposal providing for the adjournment of the Special Meeting if necessary or appropriate in the view of the FHC Board to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal or the Share Issuance Proposal and to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure to be disseminated to and reviewed by the stockholders of FHC prior to the Special Meeting.

56

Table of Contents

In this Proposal, FHC is asking the FHC stockholders to authorize the holder of any proxy solicited by the FHC Board to vote in favor of adjourning the Special Meeting, and any subsequent adjournments, to another time and place. If the FHC stockholders approve the Adjournment Proposal, FHC could adjourn the Special Meeting, and any adjourned session of the Special Meeting, in any of the circumstances described above to a later date and use the additional time to, among other things, solicit additional proxies in favor of the Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal or the Share Issuance Proposal, including the solicitation of proxies from holders of FHC Common Stock that have previously voted against any such Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if FHC had received proxies representing a sufficient number of votes against any Proposal, FHC could adjourn the Special Meeting without a vote on any such Proposal and seek to convince the holders of those shares of FHC Common Stock to change their votes to votes in favor of any such Proposal.

The FHC Board believes that if the number of shares of FHC Common Stock present in person or by proxy at the Special Meeting and voting in favor of any Proposal is not sufficient to approve such Proposal, it is in the best interests of the holders of FHC Common Stock to enable the FHC Board to continue to seek to obtain a sufficient number of additional votes to approve any such Proposal. If the Special Meeting is adjourned for the purpose of soliciting additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use.

Required Vote; Recommendation of the FHC Board

The vote on the Adjournment Proposal is a vote separate and apart from the vote on the other Proposals. Accordingly, a holder of FHC Common Stock may vote to approve any Proposal and vote not to approve the Adjournment Proposal and vice versa. Approval of the adjournment of the Special Meeting, if necessary, including for the purpose of soliciting additional proxies if a quorum is not present or if there are not sufficient votes in favor of any Proposal, requires the votes cast favoring the action exceed the votes cast opposing the action. Abstentions and broker non-votes, if any, will have no effect on the approval of the Adjournment Proposal, while shares of FHC Common Stock not in attendance will have no effect on the outcome of any vote on the Adjournment Proposal.

THE FHC BOARD RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.

57

Table of Contents

THE MERGERS

Terms of the Mergers

The proposed transaction is the combination of FHC and Aspen Park pursuant to the Merger Agreement. The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the WBCL and the DGCL, FHC will reincorporate in Delaware through the merger of FHC with and into FHC Delaware Merger Sub with FHC Delaware Merger Sub continuing as the surviving corporation renamed as “Veru Healthcare Inc.” Immediately following the Reincorporation Merger, Aspen Park will become a wholly owned subsidiary of Veru through the merger of APP Merger Sub with and into Aspen Park with Aspen Park continuing as the surviving corporation. If the Mergers are consummated, the FHC stockholders and the Aspen Park stockholders will both own shares of Veru Common Stock as a result of the Mergers. The Reincorporation Merger will not be consummated unless the conditions contained in the Merger Agreement are satisfied or waived (where permissible) and the parties are also prepared to consummate the APP Merger. For a more complete discussion of the conditions to the completion of the Mergers under the Merger Agreement, see the section entitled “The Merger Agreement—Conditions to Completion of the Mergers” beginning on page 100 of this proxy statement.

Background of the Mergers

The following chronology summarizes the key meetings and events that led to FHC’s signing of the Merger Agreement. In this process, FHC held many conversations, both by telephone and in-person, about possible strategic alternatives. The chronology below covers only the key events leading up to the Merger Agreement and does not purport to catalogue every conversation or meeting among representatives of FHC or between FHC and other parties.

As part of FHC’s ongoing strategic planning process, the FHC Board and members of its management have regularly reviewed and evaluated its business and operations, competitive position, and strategic plans and alternatives with a goal of enhancing stockholder value. From time to time, FHC has considered potential opportunities both to acquire assets or other businesses from third parties and for FHC to be acquired by a third party.

Since fiscal 2006, including after the FDA approval of FC2 as a Class III medical device in 2009, FHC has been consistently profitable. Beginning in February 2010, FHC began paying a quarterly cash dividend to share FHC’s success directly with its stockholders.

In July 2011, FHC engaged an investment banking firm to assist the FHC Board in reviewing strategic alternatives.

Beginning in early 2012, FHC’s investment bank started a process of soliciting third parties that may have an interest in acquiring FHC. The investment bank contacted a number of third parties regarding a potential acquisition of FHC, including both strategic bidders in the consumer health care industry and financial bidders.

During February 2012 and March 2012, FHC entered into confidentiality agreements with a total of six companies and provided an executive summary regarding FHC and access to preliminary due diligence materials to each of these companies.

On March 30, 2012, FHC received a non-binding indication of interest that was made jointly by a financial bidder and strategic bidder. After further discussions, these bidders withdrew their indication of interest, in part because they did not believe that FHC’s business which relies heavily on global public sector customers would fit well with the strategic bidder’s consumer-based business and they believed that the price of acquiring FHC including its global public sector business coupled with the investment required to develop FC2 as a consumer product would not be attractive. No other party expressed an interest in acquiring FHC following due diligence.

58

Table of Contents

In January 2014, as a result of a management succession plan, Karen King was named President and Chief Executive Officer of FHC, reporting to the FHC Board with diversification as a key objective. She replaced O.B. Parrish, who remained as non-executive Chairman of the Board.

In July 2014, based on a recommendation by FHC’s President and Chief Executive Officer, the FHC Board decided to suspend the payment of cash dividends in order to position FHC to pursue a growth strategy which included redeployment of capital to: (1) increased investment in sales and marketing activities and (2) product diversification through the potential acquisition of additional products, technologies or businesses.

Since announcing its diversification strategy in July 2014, FHC had substantive discussions with more than 100 companies regarding a potential acquisition or other strategic transaction. During this process, FHC entered into a total of 24 confidentiality agreements in connection with potential transactions and three non-binding term sheets for potential transactions, including a non-binding term sheet with Aspen Park.

On January 19, 2015, FHC engaged Kevin Gilbert as a consultant to provide business development services in connection with FHC’s diversification strategy. In such role, Mr. Gilbert assisted FHC with identifying companies for potential acquisitions or other strategic transactions and with activities related to due diligence, valuation, negotiation of transactions and completion of transactions.

On April 28, 2015, FHC entered into a non-binding term sheet regarding a potential acquisition by FHC of an early-stage consumer health care company, which we refer to as “Company A.”

Between April 28, 2015 and August 5, 2015, FHC conducted a due diligence review with respect to Company A’s business, including product testing. By August 5, 2015, FHC had determined that Company A’s revenues to date were significantly less than those forecasted in the financial projections that Company A had provided and that Company A’s expenses would likely be significantly higher than those forecasted in the financial projections. As a result, FHC believed that Company A’s financial projections were too optimistic and would not support the proposed purchase price in the term sheet. On August 5, 2015, FHC communicated to Company A that it was not interested in continuing discussions with Company A based on the terms contemplated in the term sheet.

In July 2015, Karen King resigned her position as President and Chief Executive Officer of FHC, and O.B. Parrish resumed the position of Chief Executive Officer with the understanding that the FHC Board would address succession planning for Mr. Parrish in the near term. At that time, Mr. Parrish recommended to the FHC Board that David R. Bethune, a member of the FHC Board, be assigned the responsibility to oversee FHC’s diversification project. The FHC Board agreed and Mr. Bethune was given this assignment. At about the same time, Mr. Parrish communicated to Mr. Bethune that if Mr. Bethune could both find and execute on a diversification opportunity with the potential for a substantial increase in stockholder value, Mr. Parrish would support with the FHC Board a significant equity-based award for Mr. Bethune.

Following Mr. Parrish’s resumption of the position of Chief Executive Officer, the FHC Board recognized that as part of FHC’s diversification process it might also find a successor to Mr. Parrish as Chief Executive Officer. As a result, one of the criteria in evaluating diversification candidates was the consideration of whether the candidate would also bring with it an appealing successor candidate as FHC’s Chief Executive Officer.

On August 8, 2015, FHC entered into a confidentiality agreement with a women’s health company, which we refer to as “Company B,” in connection with a potential acquisition of FHC in a merger transaction. Company B was initially identified by Torreya. Company B was a non-U.S. company that had expressed an interest in a merger transaction with FHC in part to access a U.S. public stock market based on FHC’s NASDAQ listing. FHC did not enter into a term sheet with Company B and Company B ultimately decided to focus on raising capital in its home market rather than accessing a U.S. public stock market through a merger transaction with FHC. Discussions with Company B terminated by November 4, 2015.

59

Table of Contents

On August 10, 2015, FHC entered into an engagement letter with Torreya to serve as FHC’s financial advisor in connection with potential strategic transactions.

On October 1, 2015, Torreya spoke with Dr. Steiner about the possibility of a transaction between Aspen Park and FHC. That same day Torreya sent non-confidential background information regarding Aspen Park to FHC.

During the last quarter of 2015, while the FHC diversification process was proceeding, FHC also made a limited, targeted inquiry of a few potential strategic bidders in the consumer health care industry that might have an interest in acquiring FHC. Two of these potential bidders entered into confidentiality agreements in October and November of 2015, respectively. Both of these potential bidders had also entered into confidentiality agreements in 2012 and had conducted limited due diligence with respect to FHC at that time, but had not expressed an interest in acquiring FHC at that time. FHC conducted limited discussions with these two companies in the last quarter of 2015. As a result of those discussions, FHC determined that neither company was seriously interested in acquiring FHC.

On October 9, 2015, Torreya sent FHC financial information regarding Aspen Park that had been provided by Dr. Steiner.

On November 6, 2015, Dr. Steiner, Dr. Fisch, Mr. Bethune and Mr. Gilbert participated in a conference call to discuss the possibility of a transaction between FHC and Aspen Park.

On November 10, 2015, FHC entered into a mutual confidentiality agreement with Aspen Park.

On November 16, 2015, Dr. Steiner, Dr. Fisch, Michele Greco, FHC’s Chief Financial Officer, and Mr. Gilbert participated in a conference call to address questions from Aspen Park regarding FHC’s business and operations.

On November 19, 2015, additional technical, business and intellectual property information relating to the Aspen Park portfolio of assets, including medical trade periodical information, was provided to FHC for review by Mr. Bethune, Mr. Gilbert and another FHC consultant.

On November 20, 2015, additional technical, business and intellectual property information relating specifically to the Aspen Park BPH asset was provided to FHC for review by Mr. Bethune, Mr. Gilbert and another FHC consultant. Also, on November 20, 2015, Mr. Gilbert and the other consultant participated in a conference call with Dr. Steiner and Dr. Fisch to discuss Aspen Park’s technology and intellectual property.

Between November 20, 2015 and February 11, 2016, FHC conducted patient need, product differentiation, scientific and regulatory due diligence with respect to Aspen Park’s portfolio of assets, including discussions with a number of medical doctor experts and a number of Ph.D. scientists engaged by FHC, including experts in the areas of oncology, urology, fertility and rheumatology.

On November 30, 2015, Mr. Bethune and Mr. Gilbert had the first of numerous conversations with a medical doctor expert engaged by FHC to help FHC assess both the patient need and the potential development and regulatory success of the drug indications in the Aspen Park portfolio of assets.

On December 8, 2015, Aspen Park provided FHC with additional intellectual property information relating to the Aspen Park portfolio of assets.

On December 9, 2015, FHC engaged an intellectual property attorney with years of experience in healthcare, drug development and medical devices to assist in FHC’s review of the Aspen Park intellectual property.

60

Table of Contents

During a regularly scheduled meeting of the FHC Board held on December 10, 2015 in Chicago, which was attended by a representative of FHC’s outside legal counsel, Reinhart Boerner Van Deuren s.c., which we refer to as “Reinhart,” Mr. Bethune reported on discussions with Aspen Park and two other potential transactions, including a company, which we refer to as “Company C,” with intellectual property rights related to a pharmaceutical product under development. Mr. Bethune discussed several of Aspen Park’s products and the potential terms of a transaction with Aspen Park.

On December 15, 2015, Dr. Steiner, Dr. Fisch, Mr. Bethune and Mr. Gilbert participated in a conference call to discuss scientific, regulatory, intellectual property and other matters relating to the Aspen Park portfolio of assets. During this call, Aspen Park also indicated that in a potential combination the Aspen Park stockholders should receive in the range of 60% of the outstanding equity, with the remaining 40% of the equity going to the FHC stockholders.

On December 16, 2015, Dr. Steiner provided Mr. Bethune and Mr. Gilbert with responses to scientific due diligence questions raised by one of the Ph.D. scientists engaged by FHC.

On December 19, 2015, Dr. Steiner, Dr. Fisch, Michele Greco and Mr. Gilbert participated in a conference call to address questions from Aspen Park regarding FHC’s business prospects.

On December 20 and 21, 2015, Dr. Steiner, Dr. Fisch, Mr. Bethune and Mr. Gilbert met in Phoenix to provide further information and have further discussions regarding the Aspen Park portfolio of assets including its development, regulatory and business prospects. The parties discussed how the two companies could potentially partner to enhance stockholder return, achieve product diversification objectives to lessen market risk and address management succession planning. The parties also discussed the potential split of the equity in the combined company, and Mr. Bethune stated that allocating more of the equity to the Aspen Park stockholders would not be acceptable to FHC. Based on these discussions and the scientific, business, financial, regulatory, intellectual property and other due diligence that had already taken place, and acknowledging that further due diligence still needed to take place, the parties discussed a potential merger that would generally look like a merger of equals.

On December 30, 2015, Dr. Steiner, Dr. Fisch, Ms. Greco and Mr. Gilbert participated in a conference call to address questions from Aspen Park regarding how increasing competition was affecting FC2 and FHC’s accounts receivable balance, including recent developments in Brazil.

On December 31, 2015, Dr. Steiner and Dr. Fisch provided Mr. Gilbert with a draft letter of intent for discussion purposes only for a proposed combination of FHC with Aspen Park with 50% of the equity going to the FHC stockholders and 50% of the equity going to the Aspen Park stockholders.

On January 14, 2016, FHC entered into a non-binding term sheet regarding a potential exclusive license from Company C. Between January 14, 2016 and March 21, 2016, FHC conducted testing of Company C’s product.

On January 18, 2015, FHC’s intellectual property attorney provided Mr. Bethune and Mr. Gilbert with updates to his ongoing assessment of Aspen Park’s intellectual property portfolio.

On January 18, 2015, Dr. Steiner, Dr. Fisch, Mr. Bethune and Mr. Gilbert participated in a conference call to discuss business points relating to a proposed combination between FHC and Aspen Park. During this call, Mr. Bethune proposed that the FHC stockholders would retain greater than 50% equity ownership in any combination transaction.

On January 22, 2015, during a call between Dr. Steiner and Mr. Bethune, the parties conceptually agreed to a 52% equity ownership position for the FHC stockholders and a 48% equity ownership position for the Aspen Park stockholders.

61

Table of Contents

On January 26, 2016, FHC and Aspen Park entered into a non-binding term sheet for a proposed transaction. The term sheet contemplated a merger transaction that would incorporate the combined company in Delaware and provide that FHC’s stockholders would receive approximately 52% of the combined company’s shares and Aspen Park’s stockholders would receive approximately 48% of the combined company’s shares. The term sheet also provided that (1) the combined company would have a new seven member Board of Directors, (2) FHC would have a fiduciary out and would be required to pay a reasonable break-up fee if the proposed merger did not proceed due to failure to receive the required approval by FHC’s stockholders where an alternative transaction is proposed and an alternative transaction is consummated within an agreed period following termination, (3) FHC would reimburse Aspen Park for 70% of its direct expenses related to the transaction if the transaction failed to receive the required approval by FHC’s stockholders for any other reason and (4) Dr. Steiner and Dr. Fisch would agree to lock-up sales of 75% of the shares they receive in the transaction for 18 months after the closing of the transaction. The term sheet contained a binding commitment by FHC and Aspen Park to deal exclusively with the other until March 7, 2016, with respect to any sale of all or substantially all of such party’s assets or other proposed merger or combination transaction.

On January 29, 2016, FHC’s intellectual property attorney provided FHC with his written assessment of Aspen Park’s intellectual property portfolio.

On January 29, 2016, FHC and Aspen Park held an organizational call regarding the proposed transaction with their respective representatives, including legal and accounting advisors. These advisors included Reinhart on behalf of FHC and Aspen Park’s legal advisors, Littman Krooks LLP, which we refer to as “Littman,” and Greenberg Traurig LLP, which we refer to as “Greenberg.” Between February 5, 2016, and March 11, 2016, the respective representatives of FHC and Aspen Park continued to hold weekly calls on Friday afternoons, regarding the proposed transaction, including timetable, organizational matters and open issues.

During the weekly call held on February 5, 2016, representatives of FHC and Aspen Park discussed potential alternatives for structuring the transaction, including potential legal and accounting considerations. During this call, FHC stated that it would want Aspen Park’s annual financial statements to be audited by an independent auditing firm prior to the execution of a definitive merger agreement.

During the week of February 8, 2016, FHC and Aspen Park decided to structure the proposed transaction as a reincorporation of FHC in Delaware followed by a merger of a wholly owned subsidiary of FHC with and into Aspen Park, and that the shares of Veru Common Stock would be issued to Aspen Park’s stockholders in an exempt transaction under the Securities Act of 1933.

On February 10, 2016, Aspen Park’s accountants and an Aspen Park consultant visited FHC’s offices in Chicago to conduct due diligence regarding financial and accounting matters.

During the first part of February 2016, Mr. Parrish and Mr. Bethune had a number of discussions regarding the size of a potential equity award for Mr. Bethune contingent on the closing of the proposed transaction with Aspen Park.

On February 16, 2016, Mr. Gilbert discussed with Mr. Parrish the size of potential equity awards for Mr. Bethune and Mr. Gilbert. Mr. Parrish stated that he was supportive of an award based on his earlier discussions with Mr. Bethune and that he also supported an award to Mr. Gilbert, but in both cases the size and terms of any award would be a matter for consideration by the full FHC Board.

On February 16, 2016, Mr. Gilbert discussed with Dr. Steiner potential equity awards for Mr. Bethune and Mr. Gilbert relating to the proposed transaction and the provision of potential services after the closing of the transaction. Dr. Steiner supported the proposal and agreed on behalf of Aspen Park to share equally the dilutive effect of such awards.

62

Table of Contents

On February 17, 2016, Reinhart sent to Aspen Park and its legal and accounting advisors a proposed form of definitive merger agreement. This draft of the merger agreement included a provision for the escrow of a portion of the shares of Veru Common Stock issuable to Aspen Park’s stockholders as the sole remedy for Aspen Park’s indemnification obligations set forth in the merger agreement for breaches of representations, warranties, covenants and other matters. Because FHC is a publicly traded company, the draft merger agreement provided that FHC’s representations and warranties would not survive the closing of the transaction and that there would be no post-closing indemnification obligations for FHC or any of its stockholders. The draft merger agreement also proposed that the parties consider having Dr. Steiner enter into an employment agreement so that he would be in position to work full-time for Veru upon the closing of the Mergers.

On February 29, 2016, Littman sent to FHC and its advisors a revised draft of the definitive merger agreement which eliminated Aspen Park’s post-closing escrow and indemnification obligations, provided for payment of a termination fee by FHC to Aspen Park if FHC did not receive the required vote of its stockholders for any reason, provided for the Aspen Park stockholders to receive registration rights with respect to the shares that would be issuable to them in the transaction and provided that the failure of a party to collect a material portion of its accounts receivable would be material adverse effect on that party which would allow the other party not to close the transaction.

On March 1, 2016, the FHC Board held a meeting in Chicago, which was attended by a representative of Reinhart. At this meeting, Mr. Bethune made a detailed presentation regarding the diversification process to date, including an overview of the number and types of companies contacted and the status of discussions with Aspen Park, Company C and one other company. Mr. Bethune also provided a summary of Aspen Park, including its products and management team. The representative of Reinhart summarized key provisions of the draft merger agreement with Aspen Park, potential timing for a merger transaction with Aspen Park and the requirement to file a proxy statement with the SEC in connection with the transaction.

On March 4, 2016, Mr. Parrish and Mr. Bethune discussed the composition of the Veru Board. Following this discussion, Mr. Bethune called Dr. Steiner and proposed that FHC designate a majority of the Veru Board. Dr. Steiner stated that this proposal was not acceptable to Aspen Park.

On March 7, 2016, Reinhart and Littman held a call to discuss the significant open points in the draft of the merger agreement sent by Littman on February 29, 2016.

During March 7 and March 8, 2016, FHC held internal discussions regarding the composition of the Veru Board. Mr. Gilbert discussed with Mr. Parrish the experience and qualifications of some of the potential board candidates that Dr. Steiner had suggested. Mr. Parrish stated that FHC would not need to appoint a majority of the Veru Board if Aspen Park proposed a sufficient number of new independent directors with significant experience who were acceptable to FHC.

During March 7 and March 8, 2016, Mr. Bethune communicated with Dr. Steiner regarding FHC’s views on the Veru Board. Following these discussions, Dr. Steiner contacted two potential members of the Veru Board and by March 11, 2016, Dr. Steiner had proposed a seven member board that included Mr. Parrish, three current Aspen Park directors and three new independent directors who were acceptable to FHC.

On March 8, 2016, FHC and Aspen Park agreed to extend the period during which they would deal exclusively with the other with respect to any sale of all or substantially all of such party’s assets or other proposed merger or combination transaction from until March 7, 2016 to March 31, 2016.

On March 8, 2016, representatives of FHC, Aspen Park, Reinhart and Littman participated in a call to discuss the significant open points in the merger agreement. During this call, Aspen Park accepted a proposal that the shares of Veru Common Stock issuable to Dr. Steiner and Dr. Fisch that would be subject to the Lock-Up

63

Table of Contents

Agreements would also be placed in escrow for a period of up to a year as the sole remedy for Aspen Park’s indemnification obligations set forth in the merger agreement, provided that 75% of the shares in escrow would be released after six month to the extent not subject to a claim. FHC accepted Aspen Park’s proposal that its stockholders would have registration rights for the shares of Veru Common Stock they receive in the transaction.

Later on March 8, 2016, Aspen Park accepted FHC’s proposal in connection with FHC’s obligation to pay a termination fee in connection with a failure by FHC to obtain the required vote of its stockholders. Under FHC’s proposal, such termination fee would only be payable if an alternative acquisition proposal has been publicly disclosed prior to the date of termination and the date of the FHC stockholders’ meeting to approve the transactions, such acquisition proposal is pending as of the date of termination, and FHC completes or enters into a definitive agreement for an alternative transaction within 12 months after the termination of the merger agreement. In no event would FHC be obligated to pay the termination fee unless an alternative transaction was completed.

On March 11, 2016, during the weekly call of representatives of FHC and Aspen Park, the parties discussed the ratio of shares of Veru Common Stock that would be held by FHC stockholders and Aspen Park stockholders, and whether the ratio should change based on developments since the term sheet was executed on January 26, 2016, including the increase in FHC’s market capitalization. Dr. Steiner expressed his view that the ratio should remain at 52% for the FHC stockholders and 48% for the Aspen Park stockholders in view of risks to both sides, including risks relating to FHC as a result of increasing competition and the size of the Brazil receivable and the potential for continued delay in collecting the receivable, and in view of Aspen Park’s plan to raise more than $1 million in a private placement that would dilute only Aspen Park.

On March 11, 2016, Reinhart sent to Aspen Park and its legal and accounting advisors a revised draft of the definitive merger agreement. This draft of the merger agreement included a provision for the escrow of the shares of Dr. Steiner and Dr. Fisch subject to the Lock-Up Agreements and did not include as a material adverse effect the failure of a party to collect a material portion of its accounts receivable.

Between March 11, 2016 and March 21, 2016, Reinhart sent to Aspen Park and its advisors drafts of the other key transaction documents, including the form of the Support Agreements, the form of the Lock-Up Agreements, the Escrow Agreement and the Registration Rights Agreement.

On March 15, 2016, the FHC Board held meeting in Chicago, which was attended by a representative of Reinhart, at which it discussed Aspen Park and the potential transaction in detail. Matters discussed during this meeting included the proposed ratio of 52% to the FHC stockholders and 48% to Aspen Park stockholders and the membership of the Veru Board after the Mergers. The FHC Board decided that FHC would seek to negotiate a higher ratio for the FHC stockholders. The FHC Board also discussed the proposed composition of the Veru Board, and decided that the Veru Board should have nine members, with three directors designated by FHC, three directors designated by Aspen Park and three new independent directors identified by Aspen Park who were acceptable to FHC.

On March 16, 2016, Mr. Bethune called Dr. Steiner and proposed that the Veru Board would have nine members, with the three designees of Aspen Park previously identified, the three new independent directors that Aspen Park had identified that were acceptable to FHC and three designees of FHC, which would include Mr. Parrish. Dr. Steiner indicated that this proposal was acceptable to Aspen Park.

On March 17, 2016, Mr. Bethune called Dr. Steiner and proposed changing the ratio of shares of Veru Common Stock, suggesting that the FHC stockholders receive at least 60%.

On March 17, 2016, Dr. Steiner called Mr. Bethune and informed him that Aspen Park was ending discussions in view of the changes FHC had proposed from the term sheet, including the proposed change in the ratio of shares of Veru Common Stock.

64

Table of Contents

On March 18, 2016, Mr. Bethune called Dr. Steiner to try to find a basis for continuing with discussions regarding the potential transaction and they agreed to do so based on a ratio of 55% to the FHC stockholders and 45% to the Aspen Park stockholders, provided that this equity split would not be revisited in the future.

On March 18, 2016, Mr. Parrish sent an email to Dr. Steiner confirming that FHC understood that Aspen Park was resuming discussions on a potential transaction and accepting a change to a ratio of 55% for the FHC stockholders and 45% for the Aspen Park stockholders on the condition that the parties would not reopen discussion of the ratio again and that FHC would have the FHC Board review and accept or reject a transaction on that basis. Dr. Steiner responded by email that same day that he would instruct Aspen Park’s representatives to push ahead.

On March 22, 2016, Littman sent to FHC and its advisors a revised draft of the definitive merger agreement. This draft proposed a limit on the obligations pursuant to the escrow and the indemnification provisions of the merger agreement equal to 75% of the aggregate market value of the Escrow Shares as of the closing of the Mergers, reducing to 25% of such amount on the six-month anniversary of the closing of the Mergers.

FHC had proposed that Dr. Steiner enter into an employment agreement so that he would be in position to work full-time for Veru upon the closing of the Mergers. On March 22, 2016, Reinhart sent to Littman and Greenberg a draft of an employment agreement for Dr. Steiner.

On March 22, 2016, Mr. Parrish circulated a document to the other members of the FHC Board discussing the potential grant of equity compensation to Mr. Bethune and Mr. Gilbert by Veru after the transaction in view of their efforts relating to FHC’s diversification strategy. This document proposed that Mr. Bethune would receive a restricted stock grant of 560,000 shares and Mr. Gilbert would receive a restricted stock grant of 200,000 shares, in each case vesting over a two-year period following the closing of the Mergers subject to each individual providing consulting or other services to Veru after the closing. Mr. Parrish supported this proposal. As these shares would be issued by Veru at closing, the dilutive effect would be shared by the FHC stockholders and the Aspen Park stockholders. This document also indicated that Mr. Bethune would abstain from voting on the proposed transaction with Aspen Park.

On March 23, 2016, representatives of FHC, Aspen Park, Reinhart, Littman and Greenberg participated in a conference call to discuss open points on the merger agreement and other significant transaction documents. During this call, Aspen Park proposed $3,200,000 as the amount of the termination fee.

On March 24, 2016, Reinhart sent to Littman and Greenberg a revised draft of the indemnification section of the merger agreement to facilitate resolving all open points on that section.

On March 24 and 25, 2016, the FHC Board held meetings in Chicago to discuss and consider the proposed transaction in detail. A representative from Reinhart attended the meetings. During the March 24, 2016 meeting, Mr. Bethune made a detailed presentation on Aspen Park and the proposed transaction. Reinhart also made a detailed presentation regarding the fiduciary duties of the FHC directors and the principal terms of the transaction, the merger agreement and the other key transaction documents. The FHC Board also discussed the proposed equity grants to Mr. Bethune and Mr. Gilbert without Mr. Bethune present.

Dr. Steiner and Dr. Fisch attended the meeting of the FHC Board during the morning of March 25, 2016, and made a detailed presentation on Aspen Park, opportunities for FC2 in consumer markets and their view of the proposed transaction between FHC and Aspen Park.

A representative of Torreya attended the meeting of the FHC Board during the afternoon of March 25, 2016, to make a detailed presentation on Torreya’s analysis with respect to the work Torreya was doing to support an opinion as to the fairness of the proposed merger consideration to FHC from a financial point of view. As

65

Table of Contents

described in the section entitled “The Mergers—Opinion of FHC’s Financial Advisor” beginning on page 70 of this proxy statement, Torreya’s analysis with respect to its opinion included three components: (i) an analysis of selected 505(b)(2) companies at the time of their initial public offering; (ii) an analysis of selected publicly-traded, pre-commercial 505(b)(2) companies; and (iii) a risk-adjusted, discounted cash flow analysis of a financial forecast originally supplied by Aspen Park and reviewed and revised by FHC. The FHC Board decided to continue discussions of the proposed transaction. The FHC Board further discussed the proposed equity grants to Mr. Bethune and Mr. Gilbert without Mr. Bethune present, and decided that a grant of 560,000 shares would be made to Mr. Bethune and 200,000 shares to Mr. Gilbert on the terms proposed, except that 50% of each award would be in the form of options rather than restricted stock and that the options would have an exercise price equal to the market value of the FHC Common Stock at closing and that the options, like the restricted stock, would vest over a two-year period.

Aspen Park prepared the initial draft of the financial forecast referenced in (iii) in the preceding paragraph and originally provided the initial draft to FHC on October 9, 2015. This financial forecast included projected product revenue, expenses and income for both Aspen Park pharmaceutical indications and Aspen Park OTC products through 2025. Between October 9, 2015 and March 17, 2016, FHC conducted due diligence regarding the market sizes and the market characteristics of both the Aspen Park pharmaceutical indications and the OTC products. Between November 20, 2015 and February 11, 2016, FHC conducted patient need, product differentiation, scientific and regulatory due diligence with respect to Aspen Park’s portfolio of assets, including discussions with a number of medical doctor experts and a number of Ph.D. scientists engaged by FHC. Based on the market, scientific, regulatory and other due diligence described above, between October 9, 2015 and March 17, 2016, Mr. Gilbert and Ms. Greco periodically revised the Aspen Park financial forecast. The principal effects of the revisions were to: (i) reduce projected revenues based on FHC’s estimates of both market penetration and the timing of bringing such products to market; (ii) increase projected costs due to FHC’s estimate of increased sales and marketing expenses; and (iii) exclude Aspen Park’s OTC products, consisting of PREBOOST^™ OTC medicated wipes, sexual health vitamin and mineral supplements and female sexual health lubricating and warming gel, in order to provide a more cautious forecast which did not include the products with nearer term projected revenues from these OTC products. Torreya then used the revised Aspen Park financial forecast to apply a range of discount rates to derive its risk adjusted discounted cash flow analysis. See “The Mergers—Opinion of FHC’s Financial Advisor” beginning on page 70 of this proxy statement for additional information regarding the analyses performed by Torreya in connection with its opinion and “The Mergers—Certain Aspen Park Projections” beginning on page 86 of this proxy statement for additional information regarding the Aspen Park financial forecast provided to Torreya in connection with its opinion.

On March 28, 2016, Littman sent an email to Reinhart indicating that Aspen Park would accept the proposed indemnification section of the merger agreement if the indemnification limit was based on the market value of the Escrow Shares as of the signing of the merger agreement rather than the closing of the Mergers. After additional communications on this issue, the parties agreed to set a dollar amount for the indemnification limit and Aspen Park proposed $20,000,000.

On March 29, 2016, Reinhart sent to Littman and Greenberg a revised draft of the merger agreement. With this draft, Reinhart proposed $2,000,000 for the amount of the termination fee and $25,000,000 as the indemnification limit.

On March 30, 2016, representatives of Reinhart and Littman participated in a conference call to discuss open points on the merger agreement and other significant transaction documents. During this call, it was proposed that $2,500,000 would be the amount of the termination fee and $25,000,000 would be the indemnification limit.

The FHC Board held a meeting by telephone on March 31, 2016, with a representative of Reinhart attending. The FHC Board discussed and approved $2,500,000 as the amount of the termination fee and $25,000,000 as the indemnification limit. Reinhart advised the FHC Board of its fiduciary duties in connection

66

Table of Contents

with the potential transaction and then reviewed the proposed terms of the Merger Agreement. Torreya delivered its opinion dated March 31, 2016, that the consideration to be received by the Aspen Park stockholders pursuant to the Merger Agreement, as of the date of the opinion and based upon and subject to the assumptions, limitations, qualifications and factors contained therein, is fair, from a financial point of view, to FHC. Prior to the final discussion and vote on the merger agreement, David R. Bethune, who would receive an equity grant from Veru in connection with post-closing consulting services, recused himself. The remaining six members of the FHC Board then conducted further discussion and evaluation of the Mergers and the terms and conditions of the Merger Agreement. By a unanimous vote of the six directors voting, the FHC Board determined that the Merger Agreement and the Transactions, including the Mergers, were advisable, fair to and in the best interests of the stockholders of FHC, and approved the Merger Agreement and the Transactions.

On April 1, 2016, Reinhart sent to Littman and Greenberg a revised draft of the merger agreement. Between April 1, 2016 and April 5, 2016, the parties resolved the remaining open issues on the merger agreement and the other key transaction documents, including the form of the Support Agreements, the form of the Lock-Up Agreements, the Escrow Agreement, the Registration Rights Agreement and the Steiner Employment Agreement.

On April 5, 2016, Aspen Park delivered its audited financial statements as of September 30, 2015 and 2014 and its unaudited interim financial statements as of December 31, 2015 and 2014.

Later in the day on April 5, 2016, after the close of trading on the NASDAQ Stock Market, FHC, Aspen Park, FHC Delaware Merger Sub and APP Merger Sub executed and delivered the Merger Agreement. On April 6, 2016, before the opening of trading on the NASDAQ Stock Market, FHC and Aspen Park issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the FHC Board and its Reasons for the Mergers

In evaluating the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Mergers, the FHC Board consulted with FHC’s management and its outside legal and financial advisors and, in recommending that FHC’s stockholders approve and adopt the Proposals at the Special Meeting, the FHC Board considered a number of factors, including, without limitation, the following:

67

Table of Contents

In the course of its deliberations, the FHC Board also considered a number of uncertainties and risks concerning the transactions contemplated by the Merger Agreement, including the following:

68

Table of Contents

Overall, and after considering the many positive and negative factors, the FHC Board believes that the Mergers and the other transactions contemplated by the Merger Agreement are in the best interests of FHC and its stockholders. The FHC Board recommends that you vote in favor of the Reincorporation Proposal, the Share Increase Proposal, the Majority Vote Proposal, the Share Issuance Proposal and the other proposals at the Special Meeting.

69

Table of Contents

In view of the variety of factors considered by the FHC Board in connection with its evaluation of the proposed transaction with Aspen Park and the complexity of the negotiation of the transaction, the FHC Board did not consider it practical, and did not, quantify, rank or otherwise assign relative weights to the specific factors it considered in approving the transaction and reaching its recommendation. Rather, the FHC Board made its recommendation to FHC’s stockholders based on the totality of information considered by the FHC Board. In considering the factors discussed above, individual members of the FHC Board applied their own judgment and may have given different weights to different factors.

The foregoing discussion of the reasons of the FHC Board for the proposed transaction contains a number of forward-looking statements that reflect the current views of FHC with respect to future events that may have an effect on its future financial performance. Forward-looking statements are subject to risks and uncertainties. Actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. Cautionary statements that identify important factors that could cause or contribute to differences in results and outcomes include those discussed in sections entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 43 of this proxy statement and “Risk Factors” beginning on page 24 of this proxy statement.

Opinion of FHC’s Financial Advisor

Pursuant to an engagement letter dated August 10, 2015, FHC retained Torreya to act as a financial advisor in connection with the Mergers and to render an opinion to the FHC Board as to the fairness, from a financial point of view, to FHC of the aggregate number of shares of FHC Common Stock to be paid in the APP Merger.

On March 31, 2016, Torreya delivered its opinion to the FHC Board to the effect that and subject to the various assumptions, qualifications and limitations set forth therein, as of that date, the aggregate number of shares of FHC Common Stock to be paid in the APP Merger was fair, from a financial point of view, to FHC. The full text of the written opinion of Torreya, dated March 31, 2016, is attached as Annex D to this proxy statement and is incorporated by reference. FHC encourages holders of FHC Common Stock to read the opinion in its entirety for the assumptions made, procedures followed, other matters considered and limits of the review by Torreya. The summary of the written opinion of Torreya set forth herein is qualified by reference to the full text of such opinion. Torreya’s analyses and opinion were prepared for and addressed to the FHC Board and are directed only to the fairness, from a financial point of view, of the aggregate number of shares of FHC Common Stock to be paid in the APP Merger. Torreya’s opinion is not a recommendation to any stockholder as to how to vote with respect to the proposed Mergers or to take any other action in connection with the Mergers or otherwise.

In connection with its opinion, Torreya reviewed and considered such financial and other matters as it deemed relevant, including, among other things:

70

Table of Contents

In conducting its review and arriving at its opinion, Torreya, with FHC’s consent, assumed and relied upon, without independent investigation, the accuracy and completeness of all financial and other information provided to it by FHC and Aspen Park, or which is publicly available or was otherwise reviewed by Torreya. Torreya did not undertake any responsibility for the accuracy, completeness or reasonableness of, or independent verification of, such information. Torreya relied upon, without independent verifications, the assessment of FHC management as to the viability of, and risks associated with, the existing products and services of FHC and Aspen Park (including without limitation, the development, testing and marketing of such products and services, the receipt of all necessary governmental and other regulatory approvals for the development, testing and marketing thereof, and the life and enforceability of all relevant patents and other intellectual and other property rights associated with such products and services). In addition, Torreya did not conduct or assume any obligation to conduct any physical inspection of the properties or facilities of FHC or Aspen Park. Torreya, with FHC’s consent, assumed that the Aspen Park Forecast was reasonably prepared by the management of Aspen Park in consultation with the management of FHC on bases reflecting the best currently available estimates and good faith judgments of such management as to the future performance of Aspen Park, and such projections provide a reasonable basis for Torreya’s opinion. Torreya expresses no opinion as to the Aspen Park Forecast or the assumptions on which it was made. Torreya further relied upon the assurance of management of FHC that they are unaware of any facts that would make the information provided to Torreya incomplete or misleading in any respect. Torreya expressly disclaimed any undertaking or obligations to advise any person of any change in any fact or matter affecting its opinion of which Torreya becomes aware after the date hereof.

Torreya did not make or obtain any independent evaluations, valuations or appraisals of the assets or liabilities of FHC, nor was Torreya furnished with such materials. Torreya assumed, without independent verification or any responsibility therefor, the accuracy and completeness of the financial, legal, regulatory, tax, accounting and other information supplied to, discussed with, or reviewed by Torreya for purposes of its opinion and, with FHC’s consent, Torreya relied upon such information as being complete and accurate. Torreya’s services to FHC in connection with the Merger Agreement have been comprised solely of rendering an opinion from a financial point of view with respect to the aggregate number of shares of FHC Common Stock to be paid in the APP Merger. Torreya expressed no view as to any other aspect or implication of the Merger Agreement or any other agreement, arrangement or understanding entered into in connection with the Merger Agreement or otherwise. Torreya’s opinion is necessarily based upon economic and market conditions and other circumstances as they existed and could be evaluated by Torreya as of the date of its opinion. It should be understood that although subsequent developments may affect Torreya’s opinion, Torreya does not have any obligation to update, revise or reaffirm its opinion and Torreya expressly disclaims any responsibility to do so.

For purposes of rendering its opinion Torreya assumed in all respects material to its analysis, that the final form of the Merger Agreement will be substantially similar to the last draft reviewed by Torreya. Torreya also assumed that all governmental, regulatory and other consents and approvals contemplated by the Merger Agreement will be obtained and that in the course of obtaining any of those consents no restrictions will be imposed or waivers made that would have an adverse effect on the contemplated benefits of the Merger Agreement.

Torreya’s opinion did not constitute a recommendation to any stockholder as to how such stockholder should vote with respect to the Merger Agreement or to take any other action in connection with the Merger Agreement or otherwise. Torreya was not requested to opine as to, and Torreya’s opinion does not in any manner address, FHC’s underlying business decision to enter into the Merger Agreement or the relative merits of the

71

Table of Contents

transactions contemplated by the Merger Agreement as compared to other business strategies or transactions that might be available to FHC. Furthermore, Torreya expressed no view as to the price or trading range for shares of FHC Common Stock following the execution of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement.

The following is a summary of the material financial analyses performed by Torreya to arrive at its opinion. Some of the summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data set forth in the tables without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses. Torreya performed certain procedures, including each of the financial analyses described below, and reviewed with the management of FHC the assumptions on which such analyses were based and other factors, including the historical and projected financial results of FHC and Aspen Park.

Transaction Overview. Based upon the closing price per share of FHC Common Stock on March 30, 2016 of $1.98 and the issuance in the APP Merger to stockholders of Aspen Park of approximately 23.9 million shares of FHC Common Stock, Torreya observed that the implied equity value of Aspen Park was approximately $47.3 million, and after adjusting for Aspen Park’s indebtedness, cash and cash equivalents that will be transferred in the APP Merger, the total enterprise value of Aspen Park implied by the APP Merger was approximately $46.9 million.

Analysis of Selected 505(b)(2) Initial Public Offerings. Torreya reviewed the implied total enterprise values at the time of an initial public offering, which we refer to as an “IPO,” of ten companies which completed IPOs since 2010 and that were developing products at the time of their IPO pursuant to a 505(b)(2) regulatory pathway. The implied total enterprise values at IPO is defined as the pre-money equity value of the company plus indebtedness, liquidation value of preferred stock and non-controlling interest, minus cash and cash equivalents at the time of their IPO. Pre-money equity value is defined as the equity valuation of the company implied by the offering price of the company’s shares in its IPO, excluding the gross proceeds of the IPO.

These companies, which we refer to as the “Selected 505(b)(2) IPO Companies,” were:

72

Table of Contents

The Selected 505(b)(2) IPO Companies had the following range of implied total enterprise values at IPO, as compared to the implied total enterprise value of Aspen Park in the APP Merger of approximately $46.9 million:

Analysis of Selected Publicly Traded Companies. Torreya reviewed the total enterprise values of nine publicly traded companies that were developing products pursuant to a 505(b)(2) regulatory pathway that at the time of the analysis did not have any approved product that was commercialized by the company itself. Total enterprise value was determined by calculating the fully-diluted market capitalization of each company and then adjusting for each company’s indebtedness, preferred stock, non-controlling interest, and cash and cash equivalents.

These companies, which we refer to as the “Selected Publicly Traded Pre-Commercial 505(b)(2) Companies,” were:

The Selected Publicly Traded Pre-Commercial 505(b)(2) Companies had the following range of implied total enterprise values, as compared to the implied total enterprise value of Aspen Park in the APP Merger of approximately $46.9 million:

Although the companies referred to above were used for comparison purposes, none of those companies is directly comparable to Aspen Park. Accordingly, an analysis of the results of such a comparison is not purely mathematical, but instead involves complex considerations and judgments concerning differences in historical and projected financial and operating characteristics of the Selected Publicly Traded Pre-Commercial 505(b)(2) Companies and other factors that could affect the public trading value of such companies and Aspen Park to which they are being compared.

Sum-of-the-Parts Discounted Cash Flow Analysis. Torreya separately estimated a range of enterprise values for Aspen Park based upon the present value of Aspen Park’s estimated unlevered free cash flows on a

73

Table of Contents

program-by-program basis for the fiscal years ended September 30, 2017 through September 30, 2026. Torreya’s discounted cash flow analysis only considered the programs identified in the table below, and did not include Aspen Park’s PREBOOST™ OTC medicated wipes, sexual health vitamin and mineral supplement or female sexual health lubricating and warming gel. FHC had excluded these products from the Aspen Park Forecast that Torreya relied upon for its opinion in order to provide a more cautious forecast which did not include the products with nearer term projected revenues from these OTC products.

In performing its discounted cash flow analysis, Torreya utilized discount rates ranging from 10.0% to 14.0% for the 505(b)(2) programs, which were selected based on the capital asset pricing model and the estimated weighted average cost of capital of a subset of the Selected Publicly Traded Pre-Commercial 505(b)(2) Companies, of which 5-year beta were available at the time of the analysis, and a 30% risk factor based on the literature reviewed citing the cumulative likelihood of approval of new molecular entities, or “NMEs,” being 29.9% from Phase 2. Torreya utilized discount rates ranging from 20.0% to 30.0% for the new chemical entity, or “NCE,” programs, which it deemed were consistent with the early stage nature of these programs, and a 12.0% risk factor based on the literature reviewed citing the cumulative NMEs likelihood of approval of being 12.0% from Phase 1. This discounted cash flow analysis assumed a 0% terminal growth rate. Torreya also separately valued the corporate general & administrative expenses that were not specific to individual programs and anticipated financing required to fund the development of these programs utilizing discount rates ranging from 12.0% to 14.0%. This discounted cash flow analysis was based upon certain assumptions described by the Aspen Park Forecast supplied by, and discussions held with, the management of FHC.

The analysis resulted in the following implied total enterprise values for Aspen Park, as compared in each case to the implied total enterprise value of Aspen Park in the APP Merger of approximately $46.9 million:

General. The summary set forth above does not purport to be a complete description of all the analyses performed by Torreya. The preparation of a fairness opinion involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances and, therefore, such an opinion is not readily susceptible to partial analysis or summary description. Torreya did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, notwithstanding the separate factors summarized above, Torreya believes, and has advised the FHC Board, that its analyses must be considered as a whole and that selecting portions of its analyses and the factors considered by it, without considering all analyses and factors, could create an incomplete view of the process underlying its opinion. In performing its analyses, Torreya made numerous assumptions with respect to industry performance, business and economic conditions and other matters, many of which are beyond the control of FHC and Aspen Park. These analyses performed by Torreya are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by such analyses. In addition, analyses relating to the value of businesses do not purport to be appraisals or to reflect the prices at which businesses or securities may actually be sold. Accordingly, such analyses and estimates are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors. None of FHC,

74

Table of Contents

Aspen Park, Torreya or any other person assumes responsibility if future results are materially different from those projected. The analyses supplied by Torreya and its opinion were among several factors taken into consideration by the FHC Board in making its decision to enter into the Merger Agreement and should not be considered as determinative of such decision.

Except in connection with Torreya’s current engagement by FHC, Torreya has not provided any investment banking or other services to FHC, Aspen Park or any of their respective affiliates. Torreya may provide investment banking and other services to or with respect to FHC, Aspen Park or their respective affiliates in the future, for which Torreya may receive compensation.

The FHC Board selected Torreya as its financial advisor in connection with the Mergers based on Torreya’s reputation and experience with respect to the pharmaceutical industry generally. Torreya is a nationally recognized investment banking firm that has substantial experience in transactions similar to the Mergers.

Pursuant to Torreya’s engagement letter with FHC, Torreya will receive a transaction fee equal to 4% of the “Total Consideration” paid in connection with, and contingent upon the consummation of, the APP Merger. For this purpose, the Total Consideration will be calculated based on the aggregate value of the shares of Veru Common Stock to be issued to the Aspen Park stockholders pursuant to the Merger Agreement based on the average of the last reported sales prices for FHC Common Stock on the five trading days prior to the date of the closing of the Mergers. Torreya’s transaction fee will be payable 25% in cash and 75% in the form of a warrant, which we refer to as the “Financial Advisor Warrant.” Pursuant to such engagement letter, FHC has also agreed to pay Torreya a fee of $250,000 payable upon delivery of its opinion, regardless of the conclusions reached in such opinion (such fee to be creditable against the transaction fee described above) and regardless of whether the APP Merger is consummated. If the APP Merger is not consummated, Torreya will only be entitled to the $250,000 fee for its opinion and will not receive its transaction fee described above. In addition, FHC has agreed to indemnify Torreya against certain liabilities that may arise out of its engagement, including liabilities under the federal securities laws and to reimburse Torreya’s expenses. Torreya will not receive any other significant payment of compensation contingent upon the successful completion of the Mergers.

Assuming that the total number of shares of Veru Common Stock to be issued to the Aspen Park stockholders pursuant to the Merger Agreement is 23,899,723 shares and that such shares are valued at $1.40, the closing price of FHC Common Stock on June 16, 2016, the latest practicable date prior to the date of this proxy statement, the amount of Torreya’s transaction fee would equal $1,338,385. Of that amount, $334,597 would be paid in cash (subject to the credit for the $250,000 fee payable in connection with Torreya’s opinion) and the remaining $1,003,788 would be paid in the form of the Financial Advisor Warrant. The Financial Advisor Warrant will have a five-year term, a cashless exercise feature and a strike price equal to $1.93, the average price of FHC Common Stock for the ten day period preceding the announcement of the Mergers. The number of shares of Veru Common Stock covered by the Financial Advisor Warrant will be determined by using the Black-Scholes formula for a European call option with an annualized volatility of 50% and a 2% risk-free rate. Based on the assumptions discussed above, the call option per share would be $0.50 under the Black-Scholes formula, resulting in a total of 2,007,576 shares of Veru Common Stock subject to the Financial Advisor Warrant.

FHC and Aspen Park agreed in the Merger Agreement that the Financial Advisor Warrant will be issued by Veru after the closing of the Mergers. As a result, it will not affect the ratio of approximately 55% of the Veru Common Stock to the FHC stockholders and approximately 45% of the Veru Common Stock to the Aspen Park stockholders and the dilutive effect will be shared by the FHC stockholders and the Aspen Park stockholders.

Board of Directors and Executive Officers of Veru After the Completion of the Mergers

Board of Directors

Upon completion of the Mergers, the Veru Board will be comprised of nine members, with three directors designated by FHC, three directors designated by Aspen Park and three directors mutually designated by FHC and Aspen Park. Of the nine directors, six are expected to meet the independence standards of NASDAQ with

75

Table of Contents

respect to Veru. Of the three directors that are not expected to qualify as independent, Mitchell S. Steiner, M.D. will be employed by Veru as its Chief Executive Officer, Harry Fisch, M.D. will be a significant stockholder of and may provide services to Veru, and O.B. Parrish will serve as FHC’s Chief Executive Officer through the time of the completion of the Mergers.

Below is information as of the date of this proxy statement about each person who has been designated to serve on the Veru Board immediately after the completion of the Mergers. One of the FHC Board Designees has not yet been designated by FHC. The information presented includes information each such person has given FHC about his or her age, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years.

O.B. Parrish. O.B. Parrish, a founder of FHC, has served as the Chief Executive Officer of FHC since July 2015 and as the Chairman of the Board and a Director of FHC since 1987. Mr. Parrish previously served as the Chief Executive Officer of FHC from 1994 to January 2014, as acting President from May 2006 to January 2014 and as acting Chief Financial and Accounting Officer from February 1996 to March 1999. Mr. Parrish is a stockholder and has served as the President and as a Director of Phoenix Health Care of Illinois, Inc., which we refer to as “Phoenix of Illinois,” since 1987. Phoenix of Illinois owns 233,501 shares of FHC Common Stock. Mr. Parrish also is Chairman and a Director of Abiant, Inc., a neuroimaging company focusing on assessing drug effects on the brain and developing diagnostic tests for the early detection of Alzheimers Disease and other brain disorders and monitoring the results of treatment, and a Director of Algasol Renewables, a technology company with proprietary technology to produce algae biomass for use in biofuels, cosmetics, pharmaceuticals and other products. Mr. Parrish is also a trustee of Lawrence University and a member of the President’s Advisory Council. From 1977 until 1986, Mr. Parrish was the President of the Global Pharmaceutical Group of G.D. Searle & Co., which we refer to as “Searle,” a pharmaceutical/consumer products company. From 1974 until 1977, Mr. Parrish was the President of Searle International, the foreign sales operation of Searle. Prior to that, Mr. Parrish was Executive Vice President of Pfizer’s International Division. Mr. Parrish received a B.S. degree from Lawrence University and an M.B.A. degree from the University of Chicago.

David R. Bethune. Mr. Bethune has served as a Director of FHC since January 1996. He was Chairman of Zila, Inc., an oral cancer screening company, from August 2007 to September 2009 and Chief Executive Officer of Zila, Inc. from March 2008 to September 2009. He served as a member of the Board of Directors of the CAMBREX Corporation, a life sciences company dedicated to providing products and services that accelerate and improve the discovery and commercialization of human therapeutics, from 2005 to March 2012. Mr. Bethune served as Chairman and Chief Executive Officer of Atrix Laboratories, Inc. from 1999 until his retirement in 2004. From 1997 to 1998, Mr. Bethune held the positions of President and Chief Operating Officer of the IVAX Corporation. From 1996 to 1997, Mr. Bethune was a consultant to the pharmaceutical industry. From 1995 to 1996, Mr. Bethune was President and Chief Executive Officer of Aesgen, Inc., a generic pharmaceutical company. From 1992 to 1995, Mr. Bethune was Group Vice President of American Cyanamid Company and a member of its Executive Committee until the sale of the company to American Home Products. He had global executive authority for human biologicals, consumer health products, pharmaceuticals and opthalmics, as well as medical research. In 1989 he became president of Lederle Laboratories, a division of American Cyanamid and held that position until 1992. Mr. Bethune is a founding trustee of the American Cancer Society Foundation. He is the founding chairman of the Corporate Council of the Children’s Health Fund in New York City and served on the Arthritis Foundation Corporate Advisory Council.

Elgar Peerschke. Elgar Peerschke will serve as non-executive Chairman of the Veru Board. Mr. Peerschke has served as member of the board of directors of Aspen Park since 2014. Since February 2015, Mr. Peerschke has served as the President of Advisory Services at Quintiles Transnational Holdings Inc. and Quintiles Transnational Corp. From 2002 to 2014, he served as a Senior Partner in the New York and Zurich Offices at Bain & Company Inc., leading its Global Healthcare Practice Group and a Leading Client Service Partner. At Bain & Company Inc., he focused on the healthcare industry, providing insight and guidance in boardrooms of

76

Table of Contents

biopharmaceutical customers around the world. Before Bain & Company Inc., Mr. Peerschke was a Principal at McKinsey from 1990 to 2002, where he was an active leader in the North American pharmaceutical/medical products practice and led the e-health and clinical knowledge building initiatives. From 1988 to 1990, Mr. Peerschke worked at Wasserstein Perella, and from 1982 to 1988 he served as a Manager in the Financial Analysis Group at Union Pacific Corporation. Mr. Peerschke received an MBA from New York University and BA in Political Science from Rutgers University.

Mitchell S. Steiner, M.D., F.A.C.S. Dr. Steiner will serve as President, Chief Executive Officer and Vice Chairman of the Board of Veru. Dr. Steiner is the co-founder of Aspen Park and has served as Aspen Park’s Chief Executive Officer, President and Vice Chairman of the Board since July 2014. From 2014 to 2016, Dr. Steiner was a consultant and then the President, Urology and member of senior management of OPKO Health, Inc. (NYSE:OPK) and had responsibilities for the launch, marketing, sales and reimbursement of 4Kscore prostate cancer test to urologists and primary care physicians. Dr. Steiner was also the co-founder of GTx, Inc., a men’s health and oncology public company, where he served as Chief Executive Officer and Vice Chairman of Board of Directors from 1997 to 2014. Dr. Steiner is a Board Certified Urologist and a Fellow of the American College of Surgeons and has held numerous academic appointments, including Assistant Professor of Urology, Cell Biology, and Pathology at Vanderbilt School of Medicine from 1993 to 1995 and Chairman and Professor of Urology, Director of Urologic Oncology and Research and the Chair of Excellence in Urologic Oncology at the University of Tennessee from 1995 to 2004. Dr. Steiner holds a B.A. in Molecular Biology and Chemistry from Vanderbilt University and an M.D. from the University of Tennessee. He performed his surgical and urologic training at The Johns Hopkins Hospital and postdoctoral research fellow in cell biology at Vanderbilt School of Medicine.

Harry Fisch, M.D., F.A.C.S. Dr. Fisch will serve as Chief Corporate Officer of Veru. Dr. Fisch is the co-founder of Aspen Park and has served as the Chairman of the Board and Chief Scientific Officer since July 2014. From 1994 to 2016, Dr. Fisch served as the Chief Executive Officer and President of Millennium Sciences, Inc. Dr. Fisch has also had numerous academic and clinical appointments, including Clinical Professor of Urology and Reproductive Medicine at Weill College of Medicine, Cornell University from 2009 to 2016, Director of the Male Reproductive Center at Albert Einstein College of Medicine/Montefiore Medical Center from 1998 to 1999 and Professor of Clinical Urology at Columbia University, College of Physicians and Surgeons from 1999 to 2009. From 2014 to 2015, Dr. Fisch hosted The Dr. Harry Fisch Show on Men’s Health on Howard Stern’s SiriusXM radio channel 101. Dr. Fisch is a Board Certified Urologist and a Fellow of the American College of Surgeons. Dr. Fisch holds a B.A. in Chemistry from the State University of New York at Binghamton, an M.D. from Mount Sinai School of Medicine, New York, and performed his surgical and urologic training at Albert Einstein College of Medicine/Montefiore Medical Center.

Georges Makhoul. Since January 2010, Mr. Makhoul has served as the Chief Executive Officer of Constellation Holdings, a Dubai-based private investment firm. From August 2005 until his retirement from Morgan Stanley in 2010, Mr. Makhoul was the President of the firm in the broader Middle East and North Africa. From March 2003 until August 2005, Mr. Makhoul was the head of Investment Banking for the European Consumer and Retail Industry for Morgan Stanley, based in London. From January 2001 to March 2003, Mr. Makhoul led Morgan Stanley’s Telecommunications and Media Investment Banking group in Japan. From 1994 to December 2000, he was the Managing Partner of the Info-Communications and Entertainment consulting practice of PWC Japan. From 1993 to 1994, he led a National Science Foundation Research Centre at Columbia University in New York. Georges started his career in 1992 with Strategic Operations and Management at Bellcore where he worked until 1993. He is a Board member of Symphony International Holdings, LTD, an international investment firm focused on Asia. Mr. Makhoul has a Ph.D. in Electrical Engineering.

Mario Eisenberger, M.D. Dr. Eisenberger has served as the Dale Hughes Professor of Oncology at The Johns Hopkins University since 1993. Dr. Eisenberger founded Oncology Trials Insights, Inc., a privately held clinical trials management company in 2010. Since 2010, Dr. Eisenberger has also served as an ad-hoc member of the Oncologic Drugs Advisory Committee of the FDA. Since 1988, he has served in advisory, strategic and

77

Table of Contents

data safety monitoring boards, including Bristol-Myers Squibb, Sanofi, Astellas, Schering Plough, Auguron, AKZO, Dupont, Rhone-Poulenc Rorer, Aventis, Sanofi Aventis from, Sanofi, Bristol Myers Squibb, Jansen, Ipsen, Active Biotech, Medivation, Astellas, Tokai, Xanthus, Cytogen, Ortho Biotech, Active Biotech, Merck-Sharp and Dohme, Tyme, Inc., Ferring and Bayer. From 1984 to 1998, Dr. Eisenberger held the position of head of the advanced prostate cancer committee and vice chair of the genitourinary cancer of the Southwest Oncology Group. From 1984 to 1993, he served as Professor of Oncology at The University of Maryland. From 1984 to 1989, he was the Chief of Oncology at the Baltimore VAH. From 1982 to 1984, he was a Senior Investigator at the Cancer Therapy Evaluation Program of the National Institute in charge of coordinating extramural clinical research in urological cancers. From 1976 to 1982, he served in the faculty of the University of Miami. Dr. Eisenberger obtained his M.D at the Federal University of Rio de Janeiro Brazil in 1972 and is board certified in Internal Medicine and Medical Oncology.

Lucy Lu, M.D., M.B.A. Since February 2015, Dr. Lu has served as the Interim President and Chief Executive Officer of Avenue Therapeutics, a company focused on pharmaceutical therapies used in the acute care setting. Since February 2012, Dr. Lu has been the Executive Vice President and Chief Financial Officer of Fortress Biotech, Inc. Prior to working in the biotech industry, Dr. Lu had 10 years of experience in healthcare-related equity research and investment banking. From February 2007 to January 2012, Dr. Lu was a senior biotechnology equity analyst with Citigroup Investment Research. From 2004 until joining Citigroup, she was with First Albany Capital, serving as Vice President from April 2004 until becoming a Principal of First Albany Capital in February 2006. Dr. Lu obtained her M.D. from the New York University School of Medicine and her M.B.A. from the Leonard N. Stern School of Business at New York University. Dr. Lu obtained a B.A. from the University of Tennessee’s College of Arts and Science.

Future Director Nominations and Elections

Before the completion of the Mergers, FHC and Aspen Park will agree that, until the 2018 annual meeting of stockholders of Veru, the nominating and corporate governance committee of Veru will have three members, consisting of two FHC Board Designees, Mr. Bethune and another director of Veru to be designated by FHC, and one of Dr. Lu, Mr. Makhoul or Dr. Eisenberger. The charter of the nominating and corporate governance committee of Veru will provide that the committee will have the authority to nominate directors for election at each annual meeting of stockholders of Veru. As to five of the nine nominees (including all three FHC Board Designees), such authority to nominate directors will be exclusive and will not be subject to the approval or vote of any other directors of Veru. As to the other four of the nine nominees, the Veru Board will have the authority to approve or replace the nominees. Veru will agree not to change this membership of the nominating and corporate governance committee or these provisions of its charter prior to the 2018 annual meeting of stockholders. FHC and Aspen Park believe that these provisions relating to the nomination of directors will provide oversight and control of the nomination process by directors who are independent from Dr. Fisch and Dr. Steiner, who will each beneficially own approximately 15.7% of the outstanding shares of Veru Common Stock immediately after the completion of the Mergers.

In the Merger Agreement, Veru has agreed to cause its board of directors and the nominating and corporate governance committee to nominate each of the FHC Board Designees for election at the 2017 annual meeting of stockholders of Veru for terms ending at the 2018 annual meeting of stockholders of Veru. Subject to this provision, Veru’s nominating and corporate governance committee will exclusively determine all director nominees until the 2018 annual meeting of stockholders of Veru.

In addition, each of Dr. Fisch, Dr. Steiner and the Fisch LLC have agreed in their Lock-Up Agreements to vote all shares of Veru Common Stock owned by such stockholder or over which such stockholder has voting control:

78

Table of Contents

See the section entitled “Agreements Relating to the Mergers—Lock-Up Agreements” beginning on page 105 of this proxy statement for further information regarding the Lock-Up Agreements.

Executive Officers

Upon completion of the Mergers, Mitchell S. Steiner, M.D. will become the President and Chief Executive Officer of Veru and Daniel Haines will become the Chief Financial Officer of Veru. Each will serve in his respective office until his successor is elected and qualified or until his earlier death, resignation, retirement, disqualification or removal from office. We also expect to identify a Chief Medical Officer, Vice President of Clinical Development and Vice President of Chemistry, Manufacturing and Controls to join Veru following the closing of the Mergers.

Daniel Haines. Mr. Haines will serve as Chief Financial Officer of Veru. Mr. Haines has served as Chief Financial Officer of Aspen Park since March 2016. From 2013 to 2016, Mr. Haines was a Vice President at Lennar Corporation responsible for finance, asset management, administration and information technology for SunStreet, a wholly owned subsidiary of Lennar focused on residential solar installation and ownership via long term power purchase contracts. Mr. Haines also served as Vice President of Lennar Ventures, the venture capital division of Lennar which drives research and development of homebuilding products and techniques, strategic investments and government affairs. From 2008 to 2013, Mr. Haines was Corporate Controller for Equity One, a retail shopping center REIT, where he was responsible for SEC reporting, technical accounting and compliance of the corporate entity, as well as the financial and administrative oversight of the joint venture portfolio. From 2007 to 2008, Mr. Haines was Manager of Finance at OPKO Health. Prior to that, Mr. Haines was with Ernst & Young in the assurance practice specializing in pharmaceuticals and biotechnology. Mr. Haines is a Certified Public Accountant licensed in Florida and holds a Masters in Accountancy from the University of Virginia and a degree in Business Administration from Stetson University.

Compensation of Veru Directors and Executive Officers

The compensation of the Veru Board has not been determined at this time. The compensation of Mitchell S. Steiner, M.D., who will become the President and Chief Executive Officer of Veru, is set forth in the Steiner Employment Agreement, which will take effect after the closing of the Mergers. See “Agreements Relating to the Mergers—Steiner Employment Agreement” beginning on page 107 of this proxy statement for a summary of the terms of the Steiner Employment Agreement, including the compensation to be paid by Veru to Dr. Steiner. The compensation to be paid to Daniel Haines, who will be the Chief Financial Officer of Veru, has not been determined at this time.

Aspen Park has not paid any compensation to its non-employee directors, including Elgar Peerschke, who will serve as the non-executive Chairman of the Veru Board. Dr. Steiner did not receive compensation from Aspen Park during the fiscal year ended September 30, 2015 or for any period prior to April 7, 2016. Dr. Steiner entered into an employment agreement with Aspen Park as of April 7, 2016, and pursuant to that employment agreement Dr. Steiner has received a base salary at the rate of $375,000 per year commencing as of April 7, 2016 for his services as Aspen Park’s President and Chief Executive Officer. Dr. Steiner’s current employment agreement with Aspen Park will be replaced by the Steiner Employment Agreement following the closing of the Mergers. Daniel Haines entered into an employment agreement with Aspen Park as of February 12, 2016, and pursuant to that employment agreement received compensation from Aspen Park for part-time services at the rate of $135 per hour between February 12, 2016 and February 29, 2016, and since March 1, 2016, Mr. Haines has received a base salary at the rate of $250,000 per year for full-time services as Chief Financial Officer of Aspen Park. Mr. Haines’ employment agreement may be terminated at any time by either Mr. Haines or Aspen Park

79

Table of Contents

upon two weeks’ written notice. Dr. Fisch, who is Aspen Park’s Chief Corporate Officer and a member of Aspen Park’s board of directors, has not received any compensation from Aspen Park for his services.

Interests of FHC’s Directors and Executive Officers in the Mergers

In considering the recommendation of the FHC Board that the stockholders of FHC vote “FOR” each Proposal at the Special Meeting, FHC’s stockholders should be aware that the directors and executive officers of FHC have interests in the Mergers that may be in addition to, or different from, their interests as FHC’s stockholders. The FHC Board was aware of these interests and considered them, among other matters, in deciding to approve the Merger Agreement, the Mergers and the other transactions contemplated by the Merger Agreement and to recommend that FHC’s stockholders vote “FOR” each Proposal at the Special Meeting.

Appointment to the Board of Directors of Veru

The Merger Agreement provides that the Veru Board will consist of nine members, with three directors designated by FHC who will consist of O.B. Parrish, David R. Bethune and another director to be designated by FHC. The compensation of the Veru Board has not been determined at this time.

David R. Bethune Restricted Stock and Stock Option Grant

Upon closing of the Mergers, Veru will issue to David R. Bethune a grant of (a) 280,000 restricted shares of Veru Common Stock and (b) an option to purchase up to 280,000 shares of Veru Common Stock. The restricted shares and the options would vest over two years after the closing of the Mergers, with 50% of each award vesting on the first anniversary of the closing and the other 50% vesting on the second anniversary of the closing. The exercise price per share for the option will be the closing price of a share of Veru Common Stock as quoted on NASDAQ on the trading day immediately preceding the date of closing of the Mergers. The unvested restricted shares and unvested option shares will be forfeited by Mr. Bethune if he ceases to provide services to Veru following the closing of the Mergers due to termination by Veru for cause or voluntary resignation by Mr. Bethune. As this grant will be made by Veru after the closing of the Mergers, it will not affect the ratio of approximately 55% of the Veru Common Stock to the FHC stockholders and approximately 45% of the Veru Common Stock to the Aspen Park stockholders and the dilutive effect will be shared by the FHC stockholders and the Aspen Park stockholders.

Accelerated Vesting or Issuance of Equity Awards

The Mergers will constitute a “change of control” as defined in the grant agreements with respect to a number of outstanding unvested equity awards held by directors or executive officers of FHC. As a result, as of the closing of the Mergers, a total of 188,049 shares of unvested restricted stock held by directors and executive officers of FHC will become fully vested and directors and executive officers of FHC will be entitled to receive a total of 86,333 shares of Veru Common Stock, or at the option of each such director or executive officer, the cash equivalent of all or part of such shares, pursuant to outstanding equity awards. The following table shows the equity awards held by directors or executive officers of FHC that will vest or become issuable in connection with the Mergers.

80

Table of Contents

The accelerated vesting and issuance of equity awards to Mr. Parrish and Ms. Greco are the subject of non-binding, advisory vote of FHC stockholders as described in the section entitled “The Proposals—Proposal No. 5: Approval of Non-Binding Advisory Proposal on Executive Compensation” beginning on page 56 of this proxy statement.

New Employment Agreements

Concurrently with the execution of the Merger Agreement, FHC entered into an employment agreement, which we collectively refer to as the “New Employment Agreements,” with each of Michele Greco, the current Executive Vice President and Chief Financial Officer of FHC, and Martin Tayler, the current Executive Vice President of Global Operations of FHC. These Employment Agreements begin upon the completion of the Mergers when such Employment Agreements will be assumed by Veru following the Reincorporation Merger, and if the Merger Agreement terminates for any reason before the Mergers become effective, the New Employment Agreements will terminate. The New Employment Agreements will supersede and replace in their entirety each such executive officer’s existing Change of Control Agreement with FHC, which we collectively refer to as the “Change of Control Agreements.” If the Merger Agreement is terminated for any reason before the Mergers become effective, the Change of Control Agreements will be in effect from and after the date of such termination of the Merger Agreement.

The Mergers would have constituted a “change of control” as defined in the Change of Control Agreements. The Change of Control Agreements essentially act as springing employment agreements which provide that, upon a change of control, as defined in the agreement, FHC would continue to employ the executive officer for a period of three years in the same capacities as prior to the change of control, with an annual base salary equal to 12 times the highest monthly base salary paid during the 12 months prior to the change of control, an annual bonus equal to the higher of (1) the average of the three highest bonuses paid with respect to the five fiscal years prior to the change of control or (2) the bonus paid for the most recent fiscal year prior to the change of control, and other benefits substantially equivalent to what the executive officer was receiving prior to the change of control, in each case as specified in the Change of Control Agreements. If the executive officer is terminated without cause or if he or she resigns for good reason, in each case as defined in the Change of Control Agreements, at any time after the change of control and during the three year employment period, including a termination by the executive officer for any reason within 180 days after the change of control, the executive officer is generally entitled to receive the following benefits:

The Change of Control Agreements provide that if the FHC Board approves the change of control transaction before it is consummated and adopts a resolution providing that the Change of Control Agreements will not become operative in connection with such change of control, then the Change of Control Agreements will not become operative in connection with that change of control. In connection with the FHC Board’s approval of the Merger Agreement and the transactions contemplated by the Merger Agreement, the FHC Board approved the New Employment Agreements to replace and supersede the Change of Control Agreements if the Mergers are completed.

81

Table of Contents

Pursuant to the New Employment Agreements, Ms. Greco will serve in a senior financial or accounting position, which will include responsibility for the accounting and financial reporting relating to FHC’s historical female condom business, and Mr. Tayler will serve in a senior operations position, which will include responsibility for management of operations relating to FHC’s historical female condom business. Each New Employment Agreement has a three year term, unless earlier terminated in accordance with the applicable New Employment Agreement and is subject to automatic, successive one-year renewal terms, unless either party provides the other with prior written non-renewal notice. Base annual salaries will be $217,435.59 for Ms. Greco and £109,407.24 for Mr. Tayler, which is the current base salary in effect for each such executive officer. Each of Ms. Greco and Mr. Tayler will also be eligible for (1) an annual discretionary bonus and (2) participation in Veru’s equity incentive plan then in effect. Each of Ms. Greco and Mr. Tayler will also be entitled to certain other fringe benefits commensurate with their respective positions.

Under the New Employment Agreements, in the event the executive officer’s employment is terminated by Veru without cause or by the executive officer for good reason, the executive officer will be entitled to (1) continuation of the executive officer’s then effective annual base salary for the greater of 12 months after the date of termination of employment or the period remaining on the initial three-year employment term, (2) a lump sum payment amount equal to $141,300, in the case of Ms. Greco, and £95,159.10, in the case of Mr. Tayler, which equals two times the amount of the incentive compensation payout to such executive officer for fiscal 2015 under FHC’s annual performance award program, and (3) continued medical and dental insurance benefits for such period.

Ms. Greco’s New Employment Agreement eliminates the “gross up” payment for the federal excise tax under Section 4999 of the Internal Revenue Code relating to change of control benefits and instead provides that if any of the payments to Ms. Greco would be subject to such an excise tax, then the payments due will be reduced by an amount sufficient for Veru to make the payments without being subject to such excise tax. Mr. Tayler, as a resident of the U.K., is not subject to a similar excise tax.

The New Employment Agreements for Ms. Greco and Mr. Tayler are the subject of the non-binding, advisory vote of FHC stockholders as described in the section entitled “The Proposals—Proposal No. 5: Approval of Non-Binding Advisory Proposal on Executive Compensation” beginning on page 56 of this proxy statement.

Insurance and Indemnification of Directors and Executive Officers

The terms of the Merger Agreement provide for certain post-closing covenants related to insurance and indemnification of directors and executive officers. For a description of such covenants please see the section below entitled “The Merger Agreement—Indemnification of Directors and Officers; Directors’ and Officers’ Insurance” beginning on page 100 of this proxy statement.

Employee Benefits

The Merger Agreement provides that following the consummation of the Mergers, Veru will assume and honor all benefit plans of FHC and that all current or former employees of FHC, including executive officers, will be credited with prior service and will receive certain other benefits in connection with the Mergers, including eligibility to participate, without any waiting time, and waiver of all pre-existing condition exclusions and actively-at-work requirements. For a description of such covenants please see the section below entitled “The Merger Agreement—Employees and Employee Benefits” beginning on page 97 of this proxy statement.

Quantification of Potential Payments to Named Executive Officers in Connection with the Mergers

As required by Item 402(t) of Regulation S-K, the table below sets forth the estimated compensation that each of FHC’s named executive officers could receive that is based on or otherwise relate to the Mergers. The amounts set forth in the table below are the subject of a non-binding, advisory vote of FHC stockholders, as

82

Table of Contents

described in the section entitled “The Proposals—Proposal No. 5: Approval of Non-Binding Advisory Proposal on Executive Compensation” beginning on page 56 of this proxy statement. FHC’s named executive officers for purposes of this disclosure are (i) O.B. Parrish, Chairman and Chief Executive Officer; (ii) Michele Greco, Executive Vice President and Chief Financial Officer; and (iii) Martin Tayler, Executive Vice President of Global Operations. Although Karen King, FHC’s former President and Chief Executive Officer, and Susan Ostrowski, FHC’s former Executive Vice President of Sales and Marketing, were named executive officers in FHC’s 2016 Annual Proxy Statement, each of them has ceased her employment with FHC and has no interest in the Mergers or any rights to compensation that are based on or otherwise related to the Mergers, and is therefore not included in the disclosure that follows.

The amounts set forth on the table below have been calculated based on the following estimates and assumptions, in addition to those described in the footnotes to the table:

Ms. Greco’s New Employment Agreement provides that if any of the payments to Ms. Greco would be subject to the federal excise tax under Section 4999 of the Internal Revenue Code, then the payments due will be reduced by an amount sufficient for Veru to make the payments without being subject to such excise tax. The amounts below do not reflect any potential reduction in the estimated amounts payable to Ms. Greco as a result of this provision.

The amounts indicated below are estimates of amounts that may not prove correct, including assumptions described in this proxy statement. Accordingly, the actual amounts, if any, to be received by a named executive officer may differ in material respects from the amounts set forth below.

83

Table of Contents

Anticipated Accounting Treatment

The APP Merger will be accounted for using the acquisition method as required in Accounting Standards Codification 805, Business Combinations. As such, fair values will be assigned to the assets and liabilities acquired and the excess of the total purchase price over the fair value of the net assets acquired will be recorded as goodwill. FHC has not yet calculated any fair values of Aspen Park’s assets.

Regulatory Approvals Required for the Mergers; Third Party Consents

FHC and Aspen Park are not required to file a notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with the Mergers or the other transactions contemplated by the Merger Agreement. FHC must comply with applicable federal and state securities laws and the rules and regulations of NASDAQ in connection with the issuance of shares of Veru Common Stock in the APP Merger and the filing of this proxy statement with the SEC. FHC must also receive approval from NASDAQ for the listing on NASDAQ of the shares of Veru Common Stock issuable in the Mergers.

Completion of the Mergers will constitute an event of default under FHC’s credit agreement for its $10 million revolving line of credit with BMO Harris Bank N.A. as a “change of control” as defined in the credit agreement and require a waiver of other covenants in the credit agreement. As a result, the line of credit will not remain in place after the completion of the transaction, and any amounts outstanding will become due upon the completion of the transaction, unless BMO Harris Bank N.A. agrees to waive the change of control provision and other applicable provisions of the credit agreement in connection with the transaction.

Restrictions on Sales of Shares of Veru Common Stock Received in the Mergers

The shares of FHC Common Stock to be issued to the FHC stockholders upon conversion of shares of FHC Common Stock in the Reincorporation Merger are not being registered under the Securities Act of 1933. In this regard, we are relying on Rule 145(a)(2) under the Securities Act of 1933, which provides that a merger that has as its “sole purpose” a change in the domicile of a corporation does not involve the sale of securities for purposes of the Securities Act. Holders of shares of FHC Common Stock that are freely tradable before the Reincorporation Merger will continue to have freely tradable shares of the Veru Common Stock. Stockholders holding shares of FHC Common Stock that are “restricted securities” pursuant to Rule 144 under the Securities Act of 1933 will receive shares of Veru Common Stock that are subject to the same restrictions on transfer as those to which their shares of FHC Common Stock were subject, and their stock certificates, when surrendered for replacement certificates representing shares of Veru Common Stock, will bear the same restrictive legend as appears on their present stock certificates. For purposes of computing compliance with the holding period requirement of Rule 144 under the Securities Act of 1933, stockholders will be deemed to have acquired their shares of Veru Common Stock on the date they acquired their shares of FHC Common Stock.

The shares of Veru Common Stock issued to the Aspen Park stockholders in accordance with the Merger Agreement will be issued pursuant to an exemption from registration under federal securities regulations. Such shares will be subject to certain transfer restrictions under applicable securities laws, including applicable holding period requirements. In connection with the Merger Agreement, Veru will also enter into a Registration Rights Agreement with the former stockholders of Aspen Park receiving shares of Veru Common Stock in

84

Table of Contents

connection with the APP Merger pursuant to which such stockholders will be granted demand registration rights and piggyback registration rights to participate in subsequent registered offerings of Veru Common Stock, subject to the terms and conditions of the Registration Rights Agreement. For additional information regarding the Registration Rights Agreement, see the section entitled “Agreements Relating to the Mergers—Registration Rights Agreement” beginning on page 106 of this proxy statement.

Dr. Steiner, Dr. Fisch and the Fisch LLC will also be subject to additional restrictions on transfer of 75% of the shares of Veru Common Stock to be issued to such Aspen Park stockholders in connection with the APP Merger pursuant to the Lock-Up Agreements. The Lock-Up Agreements generally prohibit each such holder from transferring 75% of the shares of Veru Common Stock the holder is entitled to receive in the APP Merger for a period of 18 months following the closing of the Mergers. For additional information regarding the Lock-Up Agreements, see the section entitled “Agreements Relating to the Mergers—Lock-Up Agreements” beginning on page 105 of this proxy statement.

Material U.S. Federal Income Tax Consequences of the Reincorporation Merger

The following summary describes material United States federal income tax considerations relevant to the Reincorporation Merger. This summary is based on the Internal Revenue Code of 1986, as amended, which we refer to as the “Code,” and Treasury regulations, rulings, administrative pronouncements and judicial decisions as of the date of this proxy statement, all of which may be revoked or modified, possibly retroactively, so as to result in federal income tax consequences different from those described below. FHC does not intend to request a ruling from the Internal Revenue Service, which we refer to as the “IRS,” regarding the federal income tax consequences of the Reincorporation Merger. This summary does not address all aspects of federal income taxation that may be relevant to the Reincorporation Merger, nor does this summary address the effect of any applicable foreign, state, local or other tax laws. This summary also does not address the federal income tax consequences of the Reincorporation Merger to stockholders who are subject to special tax rules, such as stockholders who are non-United States persons, financial institutions, dealers in securities, insurance companies, tax-exempt entities, regulated investment companies, pass-through entities, persons who have a functional currency other than the dollar or persons who hold FHC Common Stock other than as a capital asset.

FHC believes that, for federal income tax purposes, the Reincorporation Merger will be treated as a tax-free reorganization under Section 368 of the Code. No gain or loss will be recognized by the holders of FHC Common Stock as a result of the consummation of the Reincorporation Merger and no gain or loss will be recognized by FHC or Veru. In addition, FHC believes that each former holder of FHC Common Stock will have the same basis in the Veru Common Stock received by such person pursuant to the Reincorporation Merger as such holder had in the FHC Common Stock held by such person immediately prior to the consummation of the Reincorporation Merger, and such person’s holding period with respect to such Veru Common Stock will include the period during which such holder held the corresponding FHC Common Stock, provided the latter was held by such person as a capital asset immediately prior to the consummation of the Reincorporation Merger. Stockholders may be required to file a statement with their tax return containing certain information regarding the Reincorporation Merger.

State, local or foreign income tax consequences to stockholders may vary from the federal tax consequences described above. STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE EFFECT OF THE REINCORPORATION MERGER UNDER APPLICABLE FEDERAL, STATE, LOCAL OR FOREIGN INCOME TAX LAWS.

No Dissenters’ Rights

Under Wisconsin law, FHC’s stockholders will not be entitled to appraisal, dissenters’ or similar rights in connection with the Mergers or the other transactions contemplated by the Merger Agreement.

85

Table of Contents

NASDAQ Listing of Veru Common Stock

FHC Common Stock is listed on the NASDAQ Capital Market under the symbol “FHCO.” It is a condition to the obligations of the parties to complete the Mergers that the share of Veru Common Stock to be issued in the Mergers will have been approved for listing (subject to notice of issuance) on NASDAQ. The new trading symbol is expected to be “VERU.” To list the shares of Veru Common Stock on NASDAQ following the Mergers, FHC will be required to file notices with NASDAQ relating to the issuance of shares of Veru Common Stock to the Aspen Park stockholders in the APP Merger and relating to the reincorporation of FHC in Delaware, the change of its name to “Veru Healthcare Inc.” and the change of its trading symbol to “VERU.”

Certain Aspen Park Projections

In connection with FHC’s due diligence review of Aspen Park, Aspen Park made available to FHC certain financial projections prepared by Aspen Park’s management. FHC’s management reviewed and, in consultation with Aspen Park’s management, adjusted these financial projections. FHC provided the adjusted financial projections to Torreya, FHC’s financial advisor. See the section entitled “The Mergers—Opinion of FHC’s Financial Advisor” beginning on page 70 of this proxy statement for further information on Torreya’s opinion. These adjusted financial projections provided to Torreya are referred to in this proxy statement as the “Aspen Park Forecast.”

FHC is electing to summarize material elements of the Aspen Park Forecast in this proxy statement to provide FHC stockholders access to prospective information that was made available to the FHC Board for purposes of considering and evaluating the proposed transaction with Aspen Park. The Aspen Park Forecast was not prepared with a view toward public disclosure, and inclusion of the Aspen Park Forecast in this proxy statement should not be regarded as an indication that Aspen Park, FHC, FHC’s financial advisor or any other recipient of this information considered, or now considers, them to be a reflection of possible outcomes or predictive of actual future results.

The Aspen Park Forecast was, in general, prepared solely for internal use, is subjective in many respects and is thus subject to interpretation. The Aspen Park Forecast, while presented with numerical specificity, reflects numerous estimates and assumptions made by Aspen Park’s management with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to Aspen Park’s products and product candidates, all of which are difficult to predict and many of which are beyond Aspen Park’s control. As a result, there can be no assurance that the Aspen Park Forecast accurately reflects future trends with respect to Aspen Park’s products or accurately estimates the future market for Aspen Park’s product candidates.

Because the Aspen Park Forecast covers multiple years, by its nature, it becomes subject to greater uncertainty with each successive year. The assumptions upon which the Aspen Park Forecast were based necessarily involve judgments of Aspen Park’s management with respect to, among other things, future economic, competitive and regulatory conditions, financial market conditions and the ability to access sufficient capital, all of which are difficult or impossible to predict accurately and many of which are beyond Aspen Park’s control. The Aspen Park Forecast also reflects assumptions by Aspen Park’s management as to certain business decisions that are subject to change. Important factors that may affect actual results and result in the Aspen Park Forecast not being achieved include, but are not limited to, the timing of regulatory approvals and introduction of new products, market acceptance of new products, success of clinical testing, availability of third-party reimbursement, impact of competitive products and pricing, including from generics, the effect of regulatory actions, the effect of general economic and industry conditions, fluctuations in foreign currency exchange rates, the cost and effect of changes in tax and other legislation and other risk factors described in the section entitled “Risk Factors” beginning on page 24 of this proxy statement. In addition, the Aspen Park Forecast may be affected by Aspen Park’s ability to achieve strategic goals, objectives and targets over the applicable period.

86

Table of Contents

Accordingly, there can be no assurance that the Aspen Park Forecast will be realized, and actual results may vary materially from those shown. The inclusion of the Aspen Park Forecast in this proxy statement should not be regarded as an indication that Aspen Park, FHC or any of their respective affiliates, advisors or representatives considered or consider the Aspen Park Forecast to be predictive of actual future events, nor construed as financial guidance, and the Aspen Park Forecast should not be relied upon as such. Neither Aspen Park, FHC nor any of the respective affiliates, advisors or representatives can give any assurance that actual results will not differ from the Aspen Park Forecast, and none of them undertakes any obligation to update or otherwise revise or reconcile the Aspen Park Forecast to reflect circumstances existing after the date the Aspen Park Forecast was generated or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the Aspen Park Forecast are shown to be in error. FHC does not intend to make publicly available any update or other revision to the Aspen Park Forecast, except as otherwise required by law. Neither Aspen Park, FHC nor any of their respective affiliates, advisors or representatives has made or makes any representation to any FHC stockholder or other person regarding the ultimate performance of Aspen Park compared to the information contained in the Aspen Park Forecast or that the Aspen Park Forecast will be achieved. Aspen Park has made no representation to FHC, in the Merger Agreement or otherwise, concerning the Aspen Park Forecast.

The Aspen Park Forecast was prepared by Aspen Park’s management in consultation with FHC based on Aspen Park’s continued operation as a stand-alone company. The Aspen Park Forecast does not take into account the Mergers, including the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed.

The Aspen Park Forecast was not prepared with a view toward public disclosure, compliance with U.S. generally accepted accounting principles, or “GAAP,” compliance with the published guidelines of the SEC regarding projections or compliance with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither Aspen Park’s nor FHC’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled or performed any procedures with respect to the Aspen Park Forecast or expressed any opinion or any form of assurance related thereto.

The Aspen Park Forecast only includes the product candidates identified in the table below, and did not include Aspen Park’s PREBOOST™ OTC medicated wipes, sexual health vitamin and mineral supplement or female sexual health lubricating and warming gel. FHC had excluded these products from the Aspen Park Forecast in order to provide a more cautious forecast which would not include products with nearer term projected revenues. The Aspen Park Forecast reflected numerous assumptions about Aspen Park’s potential products, including FDA regulatory pathway, expected time of FDA approval, expected time to launch and market size.

In light of the foregoing factors and the uncertainties inherent in the Aspen Park Forecast, FHC stockholders are cautioned not to place undue, if any, reliance on the Aspen Park Forecast.

Aspen Park Forecast

87

Table of Contents

Aspen Park Product Revenue Forecast

88

Table of Contents

THE MERGER AGREEMENT

The following is a summary of the material provisions of the Merger Agreement but does not purport to describe all of the terms of the Merger Agreement. The following summary is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference into this proxy statement. Terms used in this proxy statement, unless otherwise defined, have the meanings ascribed to them in the Merger Agreement. This summary may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety, as it is the legal document governing the Mergers.

Explanatory Note Regarding the Merger Agreement

The Merger Agreement has been included as Annex A to provide you with information regarding its terms, and we recommend that you read it carefully and in its entirety. The Merger Agreement is a contractual document that is intended to govern the contractual rights and relationships, and to allocate risks, between FHC and Aspen Park. FHC’s stockholders are not being asked to approve the Merger Agreement.

The Merger Agreement contains representations and warranties made by FHC, on the one hand, and Aspen Park, on the other hand, that are qualified in several important respects, which you should consider as you read them in the Merger Agreement. The representations, warranties and covenants of the parties are qualified by the confidential disclosure letters provided by FHC and Aspen Park in connection with the signing of the Merger Agreement on April 5, 2016. Each disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties of each party set forth in the Merger Agreement.

In addition, certain of the representations and warranties made by FHC, on the one hand, and Aspen Park, on the other hand, were made as of a specified date, and may have been used for the purpose of allocating risk between the parties to the Merger Agreement rather than as establishing matters as facts. Moreover, certain of the representations, warranties and covenants of the parties may be subject to a contractual standard of materiality different from what might be viewed as material to the FHC stockholders. The Merger Agreement has been included to provide stockholders with information regarding its terms. It is not intended to provide any other factual information about FHC or Aspen Park. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in FHC’s public disclosures. FHC will provide additional disclosure in its public reports filed with the SEC to the extent it is or becomes aware of the existence of material facts that are required to be disclosed under federal securities law and that might otherwise contradict the representations, warranties or covenants contained in the Merger Agreement.

Structure of the Mergers

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, and in accordance with the WBCL and the DGCL, FHC will reincorporate in Delaware through the merger of FHC with and into FHC Delaware Merger Sub with FHC Delaware Merger Sub continuing as the surviving corporation renamed as “Veru Healthcare Inc.” Immediately following the Reincorporation Merger, Aspen Park will become a wholly owned subsidiary of Veru through the merger of APP Merger Sub with and into Aspen Park with Aspen Park continuing as the surviving corporation. If the Mergers are consummated, the FHC stockholders and the Aspen Park stockholders will both own shares of Veru Common Stock as a result of the Mergers.

Completion of the Mergers

The consummation of the Mergers and other transactions contemplated by the Merger Agreement will take place on the third business day after the satisfaction or waiver of all of the conditions to the closing (as described

89

Table of Contents

below). Subject to the provisions of the Merger Agreement, Articles of Merger satisfying the applicable requirements of the WBCL will be delivered to and filed with the Wisconsin Department of Financial Institutions in accordance with the WBCL and a Certificate of Merger satisfying the applicable requirements of the DGCL will be delivered to and filed with the Secretary of State of the State of Delaware in accordance with the DGCL in order to effect the Reincorporation Merger. Subject to the provisions of the Merger Agreement, a Certificate of Merger satisfying the applicable requirements of the DGCL will be delivered to and filed with the Secretary of State of the State of Delaware in accordance with the DGCL in order to effect the APP Merger. The Reincorporation Merger will become effective at such time specified in the Articles of Merger and Certificate of Merger and the APP Merger will become effective immediately after such time.

Merger Consideration

Under the terms of the Merger Agreement, pursuant to the Reincorporation Merger, each share of FHC Common Stock will be converted into the right to receive one share of Veru Common Stock, and pursuant to the APP Merger the shares of Aspen Park common stock and preferred stock in the aggregate will be converted into the right to receive such number of shares of Veru Common Stock that will equal 45% of the total number of outstanding shares of Veru Common Stock on a “fully-diluted basis” (defined below in this section) following such issuance.

At or prior to the closing of the Mergers, Aspen Park’s Chief Executive Officer will execute and deliver an allocation certificate certifying as of the effective time of the APP Merger the amount of merger consideration payable to each holder of Aspen Park’s stock. This allocation of the merger consideration must be made in accordance with all applicable terms of Aspen Park’s Certificate of Incorporation. Under Aspen Park’s Certificate of Incorporation, the holders of Aspen Park’s Series A Preferred Stock are entitled to a preference in the allocation of the shares of Veru Common Stock issuable to the Aspen Park stockholders pursuant to the Merger Agreement equal to $25 per share plus the amount of all accrued and unpaid dividends on the Series A Preferred Stock. After the allocation of the Veru Common Stock to pay the preference of the Series A Preferred Stock, the holders of Aspen Park’s Series A Preferred Stock and common stock will share pro rata in the remainder of the shares of Veru Common Stock issuable to the Aspen Park stockholders pursuant to the Merger Agreement on an “as converted” to common stock basis. For purpose of allocation of shares of Veru Common Stock to pay the preference of Aspen Park’s Series A Preferred Stock, the shares of Veru Common Stock will be valued based on the average of the closing prices of a share of FHC Common Stock as quoted on NASDAQ during the three consecutive trading days ending on the third trading day prior to the date of closing of the Mergers, which we refer to as the “average closing price.”

As of the close of business on June 16, 2016, the latest practicable date prior to the date of this proxy statement, 29,052,667 shares FHC Common Stock were issued and outstanding and 29,210,773 shares FHC Common Stock were issued and outstanding on a fully-diluted basis. Based on the foregoing, the FHC stockholders would, in the aggregate, receive 29,052,667 shares of Veru Common Stock in connection with the Reincorporation Merger, the Aspen Park stockholders would, in the aggregate, receive approximately 23,899,723 shares of Veru Common Stock in connection with the APP Merger and 347,248 shares of Veru Common Stock would be reserved for issuance in connection with outstanding equity awards of FHC that are assumed by Veru pursuant to the Reincorporation Merger. The number of shares of Veru Common Stock that will be issued to the Aspen Park stockholders in the APP Merger will change if the number of shares of FHC Common Stock issued and outstanding on a fully-diluted basis as determined in accordance with the Merger Agreement changes prior to the closing of the Mergers. Such changes could occur if FHC issues additional shares of FHC Common Stock or other equity awards prior to the closing of the Mergers or if the market price of FHC Common Stock fluctuates prior to the closing of the Mergers as the average closing price of FHC Common Stock is used to calculate the effect of outstanding options or warrants in determining the number of shares of FHC Common Stock outstanding on a fully-diluted basis pursuant to the Merger Agreement.

Immediately following the Mergers, Veru will issue 280,000 restricted shares of Veru Common Stock and options to purchase up to 280,000 shares of Veru Common Stock to David R. Bethune, a member of the FHC

90

Table of Contents

Board, and 100,000 restricted shares of Veru Common Stock and options to purchase up to 100,000 shares of Veru Common Stock to Kevin Gilbert, a consultant to FHC. See the section entitled “The Mergers—Interests of FHC’s Directors and Executive Officers in the Mergers” beginning on page 80 of this proxy statement for additional information regarding the equity grant to Mr. Bethune. In addition, immediately following the Mergers, Veru will issue the Financial Advisor Warrant to Torreya, as payment for part of Torreya’s fee. See the section entitled “The Mergers—Opinion of FHC’s Financial Advisor “ beginning on page 70 of this proxy statement for additional information regarding the Financial Advisor Warrant. As these issuances will be made by Veru after the closing of the Mergers, they will not affect the ratio of approximately 55% of the Veru Common Stock to the FHC stockholders and approximately 45% of the Veru Common Stock to the Aspen Park stockholders and the dilutive effect will be shared by the FHC stockholders and the Aspen Park stockholders.

Veru will not issue fractional shares of Veru Common Stock in the APP Merger. Instead, an Aspen Park stockholder that otherwise would have received a fraction of a share of Veru Common Stock will receive an amount of cash (without interest) in lieu thereof, which we refer to as the “fractional share payment.” The fractional share payment will be determined by multiplying the fraction of a share of Veru Common Stock that the Aspen Park stockholder would otherwise receive by the average sales price.

As used in this proxy statement, “fully-diluted basis” means, with respect to the shares of a party’s common stock, the number of shares of common stock outstanding assuming the full conversion, exercise and/or exchange of all securities or rights convertible into, or exercisable or exchangeable for, shares of such common stock, but excluding any options or warrants with an exercise price greater than the average closing price. In each case, the number of shares of the applicable common stock that may be received in connection with the full exercise of any options or warrants will be the net number of shares of the applicable common stock issuable upon exercise of such option or warrant assuming a cashless exercise based upon the average closing price.

Exchange of Stock Certificates

Prior to the closing of the Mergers, FHC and Aspen Park will mutually designate a bank, trust company or nationally recognized stockholder services provider to act as exchange agent. At or prior to the closing of the Mergers, Veru will deposit or cause to be deposited with the exchange agent for the benefit of the FHC stockholders and the Aspen Park stockholders evidence of shares of Veru Common Stock representing the aggregate amount of shares of Veru Common Stock sufficient to deliver the merger consideration to the FHC stockholders and the Aspen Park stockholders, together with an aggregate amount of cash sufficient to make the fractional share payments.

As promptly as practicable after the effective time of the Mergers, the exchange agent will mail a letter of transmittal, together with instructions, to each FHC stockholder for use in surrendering such holder’s FHC Common Stock (including any stock certificates) in exchange for the shares of Veru Common Stock issuable in the Reincorporation Merger in accordance with the Merger Agreement. When you deliver your FHC stock certificates to the exchange agent along with a properly executed letter of transmittal and any other required documents, your FHC stock certificates will be cancelled and you will be issued stock certificates for the shares of Veru Common Stock to which you are entitled pursuant to the Merger Agreement. A similar process will be used for the Aspen Park stockholders to exchange their shares of Aspen Park stock for shares of Veru Common Stock pursuant to the Merger Agreement.

PLEASE DO NOT SUBMIT YOUR FHC STOCK CERTIFICATES FOR EXCHANGE UNTIL YOU RECEIVE THE TRANSMITTAL INSTRUCTIONS AND LETTER OF TRANSMITTAL FROM THE EXCHANGE AGENT.

If your FHC stock certificate has been lost, stolen or destroyed, you may receive shares of Veru Common Stock upon the making of an affidavit of that fact. Veru or the exchange agent may, in its discretion, require you to post a bond, in such reasonable and customary amount as Veru or the exchange agent may direct, as indemnity

91

Table of Contents

against any claim that may be made against it with respect to the lost, stolen or destroyed FHC stock certificate. The exchange agent or Veru, as applicable, will issue stock in a name other than the name in which a surrendered FHC stock certificate is registered only if you present the exchange agent with all documents required to show and effect the unrecorded transfer of ownership and show that you paid any applicable stock transfer taxes.

Treatment of Equity-Based Awards

FHC will take all actions necessary to cause (1) each option to purchase shares of FHC Common Stock that is outstanding immediately prior to the effective time of the Reincorporation Merger to be converted into an option to purchase, on the same terms and conditions (including, if applicable, any continuing vesting requirements and per share exercise price), an equal number of shares of Veru Common Stock and (2) any other outstanding award relating to shares of FHC Common Stock to be converted into an equivalent award relating to an equal number of shares of Veru Common Stock. Veru will also assume sponsorship of FHC’s 1997 Stock Option Plan and 2008 Stock Incentive Plan following the effective time of the Reincorporation Merger. Some of the outstanding equity awards of FHC provide for accelerated vesting upon a change of control, including the Mergers. See the section entitled “The Mergers—Interests of FHC’s Directors and Executive Officers in the Mergers” beginning on page 80 of this proxy statement for additional information regarding such awards that are held by directors or executive officers of FHC. Aspen Park does not have any outstanding stock options or other equity-based awards.

Representations and Warranties

The representations and warranties made by each of FHC and Aspen Park in the Merger Agreement (many of which are qualified by concepts of knowledge, materiality and/or dollar thresholds and are further modified and limited by the confidential disclosure letters exchanged by FHC and Aspen Park on April 5, 2016, as discussed above) relate to the following subject matters, among other things:

92

Table of Contents

The Merger Agreement contains additional representations and warranties of FHC regarding, among other things, certain SEC filings, including certain financial statements contained in such filings; FHC’s system of internal accounting controls; takeover statutes and FHC charter provisions related thereto; the opinion of FHC’s financial advisor; the formation and operations of FHC Delaware Merger Sub and APP Merger Sub; insurance; environmental matters; and compliance with anti-corruption laws and regulations.

Material Adverse Effect

Certain of the representations, warranties, covenants, closing conditions and termination provisions contained in the Merger Agreement refer to the concept of a “Material Adverse Effect.”

For purposes of the Merger Agreement, a “Material Adverse Effect” with respect to the applicable party (either FHC or Aspen Park) means any fact, circumstance, effect, change, event or development that materially adversely affects the business, properties, financial condition or results of operations of Aspen Park or FHC and its subsidiaries, in each case taken as a whole, respectively, excluding any effect to the extent that it results from or arises out of any of the following:

93

Table of Contents

Indemnification; Remedies

If the Merger Agreement is terminated for any reason, a party to the Merger Agreement may seek damages in the case of a “willful breach” by another party (as defined in the section entitled “Termination of the Merger Agreement” below). In addition, the parties to the Merger Agreement have agreed that they will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the performance of terms and provisions of the Merger Agreement, without proof of actual damages or any requirement for the securing or posting of any bond in connection with such remedy.

All representations and warranties of Aspen Park contained in the Merger Agreement will survive for one year after the closing date of the Mergers for purposes of the indemnification described in this section. FHC’s representations and warranties do not survive the closing of the Mergers and there are no post-closing indemnification obligations for FHC or any of its stockholders.

The Escrow Shares, which are 75% of the shares of Veru Common Stock issuable to Dr. Steiner, Dr. Fisch and the Fisch LLC pursuant to the Merger Agreement, will be held in escrow pursuant to the Escrow Agreement for a period of one-year after the closing of the Mergers to serve as the sole remedy for the indemnification obligations in the Merger Agreement. See the section entitled “Agreements Relating to the Mergers—Escrow Agreement” beginning on page 104 of this proxy statement for additional information regarding the Escrow Agreement.

From and after the effective time of the APP Merger, Veru, its subsidiaries and their respective officers, directors, employees, owners, agents, affiliates and their respective successors and assigns, which we refer to collectively as the “indemnified parties,” will be indemnified, defended, protected and held harmless out of the Escrow Shares, from, against and in respect of, and will be reimbursed for, all losses, costs, obligations, liabilities, settlement payments, fines, penalties, damages (excluding punitive damages other than to the extent such damages are payable to a third party), expenses, taxes and other charges suffered, sustained, incurred or paid by any such indemnified party, whether prior to, at or after the effective time of the APP Merger, based upon, resulting from or arising out of, directly or indirectly:

94

Table of Contents

No indemnified party will be entitled to any recovery until such time (if at all) as the total amount of all damages that have been suffered or incurred by any one or more of the indemnified parties with respect to such matters exceeds $250,000 in the aggregate, which we refer to as the “Basket,” and in such event, the indemnified parties will only be entitled to recover damages exceeding the Basket; however, claims for breaches of representations and warranties relating to Aspen Park’s organization, standing and corporate power, corporate authority and non-contravention, capital structure and tax matters as specified in the Merger Agreement will not be subject to the Basket.

Except for claims arising from or based on fraud, intentional misrepresentation, felonious criminal activity or willful misconduct, recovery from the escrow fund will be the exclusive means for the indemnified parties to recover any damages for which they are entitled to indemnification under the Merger Agreement or otherwise and under any theory of liability. No obligations will be payable out of the Escrow Shares in respect of claims that exceed $25,000,000, which indemnification limit will be reduced to 25% on the 6 month anniversary of the closing of the Mergers in accordance with the Escrow Agreement.

A committee consisting of O.B. Parrish, David R. Bethune and another director of Veru to be designated by FHC, which we refer to as the “Escrow Committee,” will act as the representatives of the indemnified parties for purposes of making indemnification claims, and the Escrow Committee will have the sole and exclusive power to make, prosecute, pursue, settle, compromise or take any action with respect to any indemnification claims on behalf of the indemnified parties and all matters under the Escrow Agreement relating to the Escrow Shares.

Certain Covenants of the Parties

FHC and Aspen Park are subject to customary covenants in the Merger Agreement relating to the conduct of their respective businesses prior to the completion of the Mergers or the earlier termination of the Merger Agreement. In general, FHC and Aspen Park have each agreed, among other things (subject in some cases to exceptions specified in the Merger Agreement or set forth in the confidential disclosure letters to the Merger Agreement), unless necessary to ensure compliance with applicable laws or if the other party provides its prior written consent (which consent will not be unreasonably withheld, delayed or conditioned) that (i) FHC and Aspen Park will each (A) carry on its respective business in the ordinary course and consistent with past practice, (B) use reasonable best efforts to preserve intact its respective current business organization, (C) preserve its respective assets and properties in good repair and condition, and (D) use reasonable best efforts to keep available the services of its respective current officers and other key employees and preserve its respective relationships with those persons having business dealings with it to the end that its respective goodwill and ongoing business will be unimpaired at the effective time of the Mergers; and (ii) except as set forth in the confidential disclosure letter to the Merger Agreement, FHC and Aspen Park will not:

95

Table of Contents

96

Table of Contents

Employees and Employee Benefits

The Merger Agreement provides that following the consummation of the Mergers, Veru will assume and honor all benefit plans of Aspen Park and FHC and that for all purposes thereunder, all current or former employees of Aspen Park or FHC:

In addition, for purposes of each Veru plan providing medical, dental, pharmaceutical and/or vision benefits to any such employee, Veru will cause all pre-existing condition exclusions and actively-at-work requirements of such plan to be waived and all eligible expenses incurred by such employee prior to the Mergers to be taken into account under the applicable Veru plan for purposes of satisfying deductible, coinsurance and maximum out-of-pocket requirements.

No Solicitation of Acquisition Proposals

Aspen Park. In the Merger Agreement, until the earlier of the effective time of the APP Merger and the termination of the Merger Agreement in accordance with its terms, Aspen Park has agreed that it will not, and it will not authorize or permit any of its controlled affiliates or any of its or their officers, directors or employees to, and will use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative retained by it not to:

Aspen Park was obligated upon the execution of the Merger Agreement immediately to cease and cause to be terminated any and all existing discussions with any person that relate to any acquisition proposal (as defined below in this section).

FHC. FHC was obligated upon the execution of the Merger Agreement immediately to cease and cause to be terminated any and all existing discussions with any person that relate to any acquisition proposal.

In the Merger Agreement, until the earlier of the effective time of the APP Merger and the termination of the Merger Agreement in accordance with its terms, subject to certain exceptions described below in this section, FHC has agreed that it will not, and it will not authorize or permit any of its controlled affiliates or any of its or their officers, directors or employees to, and will use its reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative retained by it not to:

97

Table of Contents

Prior to the date that FHC obtains the required vote of its stockholders approving the transactions contemplated by the Merger Agreement, if the FHC Board determines in good faith that a proposal that did not result from a material breach by FHC of the non-solicitation provision of the Merger Agreement constitutes or could reasonably be expected to result in a “superior proposal” (as defined below in this section), FHC and its representatives may (i) furnish information with respect to FHC and its subsidiaries to the person (or group of persons) making such proposal (and its representatives and financing sources) (provided that all such information has previously been provided to Aspen Park or is provided to Aspen Park prior to or substantially concurrent with the time it is provided to such person) pursuant to a customary confidentiality agreement containing terms as to confidentiality generally no less restrictive than the terms of the confidentiality agreement between Aspen Park and FHC and (ii) participate in discussions or negotiations regarding such proposal with the person (or group of persons) making such proposal (and its representatives and financing sources).

FHC must promptly, and in any event within 24 hours, provide oral and written notice to Aspen Park of the receipt of any acquisition proposal, the material terms and conditions of such acquisition proposal (including any changes thereto) and the identity of the person making such acquisition proposal. FHC must (i) keep Aspen Park reasonably informed on a current basis of the status and details (including any amendments or proposed amendments) of any such acquisition proposal and (ii) provide to Aspen Park as soon as reasonably practicable after receipt or delivery thereof copies of all correspondence and other written materials exchanged between FHC, its subsidiaries or any of the FHC representatives, on the one hand, and any person making such acquisition proposal, on the other hand, in each case that describes in any material respect any of the material terms or conditions of any such acquisition proposal.

Nothing contained in the Merger Agreement prevents FHC or the FHC Board from issuing a “stop, look and listen” communication pursuant to Rule 14d-9(f) under the Exchange Act or complying with Rule 14e-2(a), Rule 14d-9 or Item 1012(a) of Regulation M-A under the Exchange Act with respect to an acquisition proposal or from making any disclosure to the FHC stockholders if the FHC Board determines (after consultation with its outside counsel) that its failure to do so could constitute a violation of applicable law; provided that any recommendation change may only be made in accordance with the applicable provisions of the Merger Agreement described in the section entitled “Changes in the FHC Board Recommendation” below.

As used in this proxy statement, the term “acquisition proposal” means, as to Aspen Park or FHC, any offer, proposal, inquiry or indication of interest that relates to any alternative transaction with respect to such party.

As used in this proxy statement, the term “alternative transaction” means, as to Aspen Park or FHC, any of (a) a transaction or series of transactions pursuant to which any person other than Aspen Park (in the case of FHC) or FHC (in the case of Aspen Park) acquires or would acquire, directly or indirectly, beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of more than 20% of the outstanding shares of such party’s common stock or securities (or options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing 20% or more of the voting power of such party, whether from such party or pursuant to a tender offer or exchange offer or otherwise, (b) a merger, consolidation, share exchange or similar transaction pursuant to which any person other than Aspen Park (in the case of FHC) or FHC (in the case of Aspen Park) acquires or would acquire, directly or indirectly, assets or businesses of such party or

98