Veru Inc美股招股说明书(2025-10-29版)

We are offeringshares of our common stock, par value $0.01 per share, and, in lieu of common stock to investors who so choose,pre-fundedwarrants topurchase up toshares of our common stock, as well as accompanying Series A common stock warrants (the “Series A warrants”) to purchase up toshares of our common stock, and accompanying Series B common stock warrants (the “Series B warrants”) to purchase up toshares of our common stock.The Series A warrants and Series B warrants are collectively referred to herein as the “common stock warrants,” and the common stock warrants, together with the pre-fundedwarrants, are referred to herein as the “warrants.” The common stock (andpre-fundedwarrants sold in lieu of common stock) will be sold in fixedcombinations with the common stock warrants, with each share of common stock (orpre-fundedwarrant to purchase one share of common stock sold in lieu ofcommon stock) that we sell in this offering being accompanied by a Series A warrant to purchase one share of common stock and a Series B warrant to purchase oneshare of common stock. This prospectus supplement also relates to the offering of the shares of our common stock issuable upon the exercise of suchpre-fundedwarrants and common stock warrants. The combined public offering price for each share of common stock, accompanying Series A warrant and accompanying Series B warrant is $. For theinvestors that elect to purchasepre-fundedwarrants in lieu of common stock, the combined public offering price for eachpre-fundedwarrant, accompanying Series Awarrant and accompanying Series B warrant is $, which equals the combined price at which shares of common stock, accompanying Series A warrants andaccompanying Series B warrants are being sold in this offering, minus $0.001, the per share exercise price of eachpre-fundedwarrant. The shares of common stock (orpre-fundedwarrants sold in lieu of common stock), accompanying Series A warrants and accompanying Series B warrants are immediately separable and will beissued separately, but can only be purchased together in this offering. Eachpre-fundedwarrant will be immediately exercisable for one share of common stock, subjectto the limitations described in the section titled “Description of the Warrants,” and the exercise price of eachpre-fundedwarrant equals $0.001 per share. Each Series Awarrant and Series B warrant will be exercisable immediately, subject to the limitations described in the section titled “Description of the Warrants.” The Series Awarrants will expire five years from the date of issuance and will have an exercise price equal to $per share of common stock. The Series B warrants willexpire on the date that is the earlier of (i) 45 calendar days following the date as of which certain conditions are met as described in the section titled “Description ofthe Warrants”, and (ii)the third anniversary of the date of issuance, and will have an exercise price equal to $per share of common stock. There is no established public trading market for the warrants and we do not expect a market to develop. In addition, we do not intend to list the warrants, nor do weexpect the warrants to be quoted, on Nasdaq or any other national securities exchange or any other nationally recognized trading system. Without an active tradingmarket, the liquidity of the warrants will be limited. Our common stock is listed on the Nasdaq Capital Market under the symbol “VERU.” On October28, 2025, the last reported sale price of our common stock was$3.65 per share. We are a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with certain reduced public companyreporting requirements for this prospectus supplement and may elect to do so for future filings. See “Prospectus supplement summary—Implications of being a smallerreporting company.” Investing in our securities involves a high degree of risk. Before investing in our securities, you should read “Risk Factors” beginning on pageS-9of thisprospectus supplement, page 4 of the accompanying prospectus, and under similar headings in the documents that are incorporated by reference into thisprospectus supplement for factors you should carefully consider. (1)See “Underwriting” beginning on pageS-30of this prospectus supplement for a description of the compensation payable to the underwriters, includingreimbursement of certain expenses. The underwriters expect to deliver the securities being offered pursuant to this prospectus supplement to purchasers on or about, 2025. Oppenheimer& Co. Canaccord Genuity Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSUSE OF PROCEEDSDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSDESCRIPTION OF THE WARRANTSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN DOCUME