UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On April 12, 2023, Veru Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”) with Frost Gamma Investments Trust (the “Purchaser”), pursuant to which, on the date thereof, the Company issued and sold 5,000,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), to the Purchaser at a purchase price of $1.00 per share, for a total investment of $5,000,000. The Purchase Agreement contains customary representations, warranties and agreements, including obligations of the Company with respect to registration rights.
The description of the Purchase Agreement set forth herein is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities |
The information set forth in Item 1.01 related to the issuance of shares of Common Stock to the Purchaser is incorporated herein by reference. The shares of Common Stock issued to the Purchaser pursuant to the Purchase Agreement were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The issuance and sale of the Common Stock was a privately negotiated transaction that did not involve general solicitation, and the Purchaser represented that it is an “accredited investor” as defined in Regulation D under the Securities Act.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Document | |
| 10.1 | Stock Purchase Agreement, dated as of April 12, 2023, between Veru Inc. and Frost Gamma Investments Trust. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 13, 2023 | VERU INC. | |||||
| By: | /s/ Michele Greco | |||||
| Michele Greco | ||||||
| Chief Financial Officer and Chief Administrative Officer | ||||||