Veru Inc 2023年度报告

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-K (Mark One)℠ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended September 30, 2024 ℠TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromtoCommission file number 1-13602 Veru Inc. (Name of registrant as specified in its charter) Registrant’s telephone number, including area code(305) 509-6897 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes℠No℠ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes℠ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was requiredto file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes℠No℠ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes℠No℠ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, asmaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “acceleratedfiler,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer℠Smaller reportingcompany℠Emerging growthcompany℠ Large accelerated filer℠Non-accelerated filer℠ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the ExchangeAct.℠ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.℠ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.℠ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).℠ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes℠No℠ The aggregate market value of the common stock held by non-affiliates of the registrant as of March 29, 2024, wasapproximately $91.6 million based on the per share closing price as of March 29, 2024 quoted on the Nasdaq Capital Marketfor the registrant’s common stock, which was $0.70. There were 146,383,920 shares of the registrant’s common stock, $0.01 par value per share outstanding on December 12,2024. Table of Contents DOCUMENTS INCORPORATED BY REFERENCE: Portions of the Proxy Statement for the 2025 Annual Meeting of the Shareholders of the Registrant are incorporated byreference into Part III of this report. Table of Contents VERU INC.INDEX PARTI Page BusinessRisk FactorsUnresolved Staff CommentsCybersecurityPropertiesLegal ProceedingsMine Safety Disclosures Item 1.Item 1A.Item 1B.Item 1C.Item 2.Item 3.Item 4. PARTII Market for Registrant's Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities56Reserved56Management's Discussion and Analysis of Financial Condition and Results ofOperations57Quantitative and Qualitative Disclosures About Market Risk69 Item 5. Item 6.Item 7. Item 7A. Financial Statements and Supplementary Data69Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure69Controls and Procedures69Other Information71Disclosure Regarding Foreign Jurisdictions that Prevent Inspections71 Item 8.Item 9. PARTIII Directors, Executive Officers and Corporate GovernanceExecutive CompensationSecurity Ownership of Certain Beneficial Owners and Management and RelatedStockholder MattersCertain Relationships and Related Transactions, and Director IndependencePrincipal Accountant Fees and Services Item 10.Item 11.Item 12. Item 13.Item 14. PARTIV Exhibits and Financial Statement SchedulesForm 10-K SummarySignatures Item 15.Item 16. As used in this report, the terms “we,” “us,” “our,” “Veru” and the “Company” mean Veru Inc