UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~ of ~~Report~~the ~~(Date~~Securities ofExchange ~~earliest~~Act ~~event~~of ~~reported): June 2, 2026~~1934

Date of Report (Date of earliest event reported): July 2, 2026

VERU INC.

(Exact name of registrant as specified in its charter)

Wisconsin

1-13602

39-1144397

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (305) 509-6897

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.01 par value per share

VERU

NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 81.01 ~~Other~~ ~~Events~~Entry into a Material Definitive Agreement

On ~~June~~ July 2, 2026, Veru Inc. (the “Company”) entered into a ~~clinical~~Sales ~~supply~~Agreement ~~agreement~~ (the “~~Supply~~Sales Agreement”), with ~~Novo~~Oppenheimer ~~Nordisk~~& ~~A/S~~Co. Inc. and Canaccord Genuity LLC (each, a “~~Novo~~Sales ~~Nordisk~~Agent” and, together, the “Sales Agents”), inas ~~conjunction~~sales ~~with~~agents, pursuant to which the Company may issue and sell, from time to time, to or through the applicable Sales Agent (the “Designated Sales Agent”), shares of the Company’s ~~Phase~~common 2bstock, ~~PLATEAU~~par ~~clinical~~value ~~study~~$0.*01 per share (the “Common Stock”). The ~~objective~~offering and sale of ~~the~~up ~~Phase~~to 2b$21,800,000 ~~PLATEAU~~of ~~clinical~~shares ~~study~~of isCommon toStock ~~evaluate~~pursuant to the ~~combination~~Sales ofAgreement ~~enobosarm,~~are registered pursuant to the Company’s ~~oral,~~Registration ~~first~~Statement on Form S-in3 (File No. 333-~~class~~294911), ~~novel~~which ~~small~~became ~~molecule,~~effective ~~selective~~on ~~androgen~~April 15, ~~receptor modulator~~2026, ~~with~~which ~~Novo~~includes ~~Nordisk’s~~a Wegovy®**base ~~(semaglutide~~prospectus ~~for~~and ~~injection),~~ a ~~GLP-1~~related ~~RA,~~prospectus insupplement ~~older~~that ~~adults~~was filed with ~~obesity~~Securities ~~who~~and ~~are~~Exchange ~~receiving~~Commission ~~Wegovy®~~on ~~therapy~~July 2, ~~for weight reduction~~2026.

~~Under~~The Company is not obligated to sell any shares of Common Stock under the Sales Agreement. Subject to the terms and conditions of the ~~Supply~~Sales Agreement, ~~the~~each ~~Company~~Sales isAgent ~~solely~~will ~~responsible~~use ~~for~~commercially ~~conducting~~reasonable ~~and~~efforts ~~sponsoring~~consistent ~~the~~with ~~Phase~~its ~~2b PLATEAU~~normal ~~clinical~~trading ~~study~~and ~~while~~sales ~~Novo~~practices, ~~Nordisk~~to ~~will~~sell ~~supply~~shares ~~Wegovy®~~of Common Stock from time to time based upon the Company’s atinstructions, noincluding ~~charge~~any ~~and~~price, astime ~~required~~or ~~for~~size limits specified by the ~~conduct~~Company. Upon delivery of ~~the~~a ~~Phase~~placement 2bnotice, ~~PLATEAU~~and ~~study.~~subject ~~Novo Nordisk~~to ~~provides~~the ~~Wegovy®~~Company’s ~~solely~~instructions ~~for~~in ~~use~~that ~~within~~notice, and the ~~study~~terms ~~under~~and aconditions ~~clinical~~of ~~supply~~the ~~agreement.~~Sales InAgreement ~~return~~generally, the ~~Company~~Designated ~~will~~Sales ~~provide~~Agent ~~Novo~~may ~~Nordisk~~sell ~~with~~the ~~insights~~Common ~~into~~Stock ~~obesity~~by ~~and~~any ~~weight~~method ~~management~~permitted ~~trial~~by ~~design,~~law ~~methodology,~~deemed ~~and~~to ~~clinical~~be ~~conduct,~~an ~~including~~“at ~~regular~~the ~~clinical~~market ~~study~~offering” ~~updates,~~as ~~protocol~~defined ~~changes,~~by ~~and~~Rule ~~safety~~415(a)(4) ~~updates.~~promulgated ~~While~~under the ~~Company~~Securities ~~maintains~~Act ~~full~~of ~~global~~1933, ~~development~~as ~~and~~amended ~~commercialization~~(the ~~rights~~“Securities Act”). The Sales Agents’ obligations to ~~enobosarm,~~sell ~~the~~shares ~~Company~~under ~~has~~the ~~granted~~Sales ~~Novo~~Agreement ~~Nordisk~~are asubject ~~right~~to satisfaction of ~~first~~certain ~~negotiation~~conditions set forth in the ~~Supply~~Sales Agreement. ifThe Company will pay the ~~Company~~Designated inSales Agent a commission of 3.0% of the ~~future~~aggregate ~~intends~~gross toproceeds ~~develop,~~from ~~commercialize,~~each orsale ~~license~~of ~~enobosarm~~the ~~intellectual~~Common ~~property~~Stock inand ~~combination~~has agreed to provide the Sales Agents with ~~any~~customary ~~Novo~~indemnification ~~Nordisk~~and ~~GLP-1~~contribution ~~product~~rights, including ~~Wegovy®~~liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended. The Company has also agreed to reimburse the Sales Agents for ~~any~~certain ~~indication~~specified expenses.

~~Forward-Looking~~The ~~Statements~~foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which was filed hereto as Exhibit 10.1 and is incorporated by reference herein.

~~This~~A ~~report~~copy ~~contains “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act~~ of ~~1995, including, without limitation, express or implied statements related to~~ the ~~planned~~opinion ~~design, enrollment, timing, commencement, interim, topline and full data readout timing, scope and regulatory pathways for the continued development~~ of ~~enobosarm~~Reinhart inBoerner ~~patients~~Van ~~with~~Deuren obesity, including the PLATEAU Phase 2b study; whether the PLATEAU trial will successfully meet any of its primary or secondary endpoints; and whether enobosarm in combination with a GLP-1 RA drug will provide a higher quality and/or greater quantity weight loss in patients and whether this combination therapy will be the next generation drug that makes weight reduction more tissue selective for loss of fat, preservation of lean mass and physical function, improved body composition and maintaining or increasing bone mineral density. Forward-looking statements in this report can be identified by the use of forward-looking words or phrases such as “anticipate,” “believe,” “could,” “expect,” “intend,” “may,” “opportunity,” “plan,” “predict,” “potential,” “estimate,” “should, ” “will,” “would” or the negative of these terms or other words of similar meaning. Any forward-looking statements in this report are based upon the Company’s ~~current plans and strategies and reflect the Company’s current assessment of the risks and uncertainties related to its business and are made as of the date of this report~~. ~~The Company assumes no obligation to update any forward-looking statements contained in this release because of new information or future events, developments or circumstances~~c. ~~Such forward-looking statements are subject to known and unknown risks~~, ~~uncertainties~~counsel and assumptions, and if any such risks or uncertainties materialize or if any of the assumptions prove incorrect, the Company’s actual results could differ materially from those expressed or implied by such statements. Factors that may cause actual results to ~~differ materially from those contemplated by such forward-looking statements include, but are not limited to,~~ the ~~development of the~~ Company~~’s product portfolio and the results of clinical studies~~, ~~including~~relating ~~any interim or topline analysis, possibly being unsuccessful or insufficient~~ to ~~meet applicable regulatory standards or warrant continued development; although~~ the ~~Company~~validity ~~has sought and received feedback from the FDA on the designs~~ of ~~its clinical trials and intends to continue to do so,~~ the ~~FDA~~shares may ultimately disagree that the Company’s clinical trials support approval; the Company’s ability to reach agreement with FDA on study design requirements for the Company’s planned clinical studies, including for the Phase 2b program for enobosarm as a weight loss or body composition drug and the number of ~~future~~Common ~~Phase~~Stock ~~3 studies~~ to be ~~required~~issued ~~and~~pursuant ~~the cost thereof; potential delays in the timing of and results from clinical trials and studies, including as a result of an inability~~ to ~~enroll sufficient numbers of subjects in clinical studies or an inability to enroll subjects in accordance with planned schedules;~~ the ~~timing~~Sales ofAgreement ~~any submission to the FDA or any other regulatory authority~~ and ~~any determinations made by~~ the ~~FDA~~related orconsent ~~any~~are ~~other~~filed ~~regulatory~~hereto ~~authority; the potential for disruptions at the FDA or other government agencies to negatively affect our business, including~~ as aExhibits ~~result of a future shutdown of the U~~5.S.1 government or any of its agencies; any products of the Company, if approved, not being commercially successful; the risk that the Supply Agreement with Novo Nordisk could be terminated prior to the completion of the Company’s PLATEAU Phase 2b clinical trial, including pursuant to a provision that permits Novo Nordisk to terminate for convenience upon 60 days’ prior notice; the ability of the Company to obtain sufficient financing, including any partnership or collaboration agreements, on acceptable terms when needed to fund development and ~~operations and to enable us to continue as a going concern; and the effect of the SEC’s “baby shelf” rules on the Company’s ability to raise sufficient capital when needed~~23. ~~This list is not exhaustive and other risks are detailed in the Company’s periodic reports filed with the SEC~~1, ~~including the Company’s Form 10-K for the year ended September 30, 2026 and in the Company’s subsequent Quarterly Reports on Form 10-Q, which are available at www~~respectively.~~sec.gov.~~

*NovoThe ~~Nordisk’s~~representations, ~~participation~~warranties and covenants contained in the ~~PLATEAU~~Sales ~~study~~Agreement ~~does~~were ~~not~~made ~~constitute~~solely ~~endorsement~~for purposes of ~~enobosarm~~the oragreement and as of a specific date, were solely for the ~~combination~~benefit ~~approach~~of ~~tested~~the inparties to the ~~study~~agreement and ~~Novo~~may ~~Nordisk’s~~be ~~supply~~subject to standards of ~~Wegovy®~~materiality ~~(semaglutide)~~applicable ~~for~~to the ~~study~~contracting ~~does~~parties that differ from those applicable to security holders. Security holders should not ~~constitute~~rely on the representations, warranties, and covenants or any ~~representation~~descriptions ~~regarding~~thereof ~~semaglutide’s~~as ~~requirement~~characterizations ~~for~~of ~~adjunctive~~the ~~therapy~~actual state of facts or condition of the Company.

**Wegovy®This isCurrent aReport ~~registered~~on ~~trademark~~Form 8-K shall not constitute an offer to sell or the solicitation of ~~Novo~~an ~~Nordisk~~offer ~~A/S~~to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or country.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Document

5.1		Legal opinion of Reinhart Boerner Van Deuren s.c.

10.1		Sales Agreement dated July 2, 2026, by and among Veru Inc., Oppenheimer & Co. Inc. and Canaccord Genuity LLC.

23.1		Consent of Reinhart Boerner Van Deuren s.c. (included in Exhibit 5.1).

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: June 4, 2026	VERU INC.
Date: July 2, 2026			VERU INC.
	~~By:~~	~~/s/ Michele Greco~~	By:	/s/ Michele Greco
		~~Michele Greco~~		Michele Greco
		~~Chief Financial Officer and Chief Administrative Officer~~		Chief Financial Officer and Chief Administrative Officer

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