维鲁公司美股招股说明书(2025-10-30版)

We are offering 1,400,000 shares of our common stock, par value $0.01 per share, and, in lieu of common stock to investors who so choose,pre-fundedwarrants to purchase up to 7,000,000shares of our common stock, as well as accompanying Series A common stock warrants (the “Series A warrants”) to purchase up to 8,400,000 shares of our common stock, and accompanyingSeries B common stock warrants (the “Series B warrants”) to purchase up to 8,400,000 shares of our common stock. The Series A warrants and Series B warrants are collectively referred toherein as the “common stock warrants,” and the common stock warrants, together with thepre-fundedwarrants, are referred to herein as the “warrants.” The common stock (andpre-fundedwarrants sold in lieu of common stock) will be sold in fixed combinations with the common stock warrants, with each share of common stock (orpre-fundedwarrant to purchase one share ofcommon stock sold in lieu of common 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 purchaseone share 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 commonstock warrants. The combined public offering price for each share of common stock, accompanying Series A warrant and accompanying Series B warrant is $3.00. For the investors that elect to purchasepre-fundedwarrants in lieu of common stock, the combined public offering price for eachpre-fundedwarrant, accompanying Series A warrant and accompanying Series B warrant is $2.999,which equals the combined price at which shares of common stock, accompanying Series A warrants and accompanying Series B warrants are being sold in this offering, minus $0.001, theper share exercise price of eachpre-fundedwarrant. The shares of common stock (orpre-fundedwarrants sold in lieu of common stock), accompanying Series A warrants and accompanyingSeries B warrants are immediately separable and will be issued separately, but can only be purchased together in this offering. Eachpre-fundedwarrant will be immediately exercisable forone share of common stock, subject to 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 A warrant and Series B warrant will be exercisable immediately, subject to the limitations described in the section titled “Description of the Warrants.” The Series A warrants willexpire five years from the date of issuance and will have an exercise price equal to $3.00 per share of common stock. The Series B warrants will expire on the date that is the earlier of (i) 45calendar days following the date as of which certain conditions are met as described in the section titled “Description of the Warrants”, and (ii)the third anniversary of the date of issuance,and will have an exercise price equal to $3.00 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 we expect the warrants to bequoted, on Nasdaq or any other national securities exchange or any other nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited. Our common stock is listed on the Nasdaq Capital Market under the symbol “VERU.” On October29, 2025, the last reported sale price of our common stock was $3.50 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 company reporting requirements forthis prospectus supplement and may elect to do so for future filings. See “Prospectus supplement summary—Implications of being a smaller reporting 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 this prospectus supplement,page 4 of the accompanying prospectus, and under similar headings in the documents that are incorporated by reference into this prospectus supplement for factors you shouldcarefully consider. Canaccord Genuity Oppenheimer& Co. 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 DOCUMENTS BY REFERENCE Prospectus ABOUT THIS PROSPECTUSABOUT VERU INC.RISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF PURCHASE CONTRACTSDE