As filed with the Securities and Exchange Commission on December 29, 2017

Registration No.  333 - 165729

Registration No.  333 – 23517 



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-165729

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-23517



FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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VERU INC.

(Exact name of registrant as specified in its charter)

_____________________



4400 Biscayne Blvd, Suite 888

Miami, Florida 33137

(Address of principal executive offices) (Zip Code)

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THE FEMALE HEALTH COMPANY

1997 STOCK OPTION PLAN

(Full title of the plan)

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Mitchell S. Steiner, M.D.

President and Chief Executive Officer

4400 Biscayne Blvd., Suite 888

Miami, Florida 33137-3212

(305) 509-6897

(Name and address of agent for service (Telephone number, including area code, of agent for service)

_____________________



Copy to:



Benjamin G. Lombard, Esq.

Reinhart Boerner Van Deuren s.c.

1000 North Water Street,  Suite 1700

Milwaukee, Wisconsin 53202

(414) 298-1000

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Indicate by check mark whether the restraint is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.





If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period or comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐

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EXPLANATORY NOTE





The Female Health Company 1997 Stock Option Plan (the "Plan") has expired and no awards are outstanding or may be issued under the Plan.  Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering, Veru Inc. (formerly known as The Female Health Company) (the "Company") is filing these Post-Effective Amendments to the following Registration Statements to deregister all of the shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), registered under the Registration Statements that remain unsold:











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SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida on December 29, 2017.



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Pursuant to the requirements of the Securities Act of 1933, these Post-Effective Amendments to Registration Statements have been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.







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