TABLE OF CONTENTS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the registrant  ☒

Filed by a party other than the registrant  ☐

Check the appropriate box:

☐
☒

Preliminary proxy statement

☐

Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))

☒
☐

Definitive proxy statement

☐

Definitive additional materials

☐

Soliciting material pursuant to Section 240.14a-12

VERU INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

VERU INC.
(Name of Registrant as Specified in Its Charter)
Registrant
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
☒
​​

No fee required.

required

☐
​​

Fee paid previously with preliminary materials.

☐
​​

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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VERU INC.

2916 N. Miami Avenue

Suite 1000

Miami, Florida 33127

NOTICE OF ANNUALSPECIAL MEETING OF SHAREHOLDERS

TO BE HELD MARCH 28,

To Be Held On July 24, 2023

To the Shareholders of Veru Inc.:

Notice is hereby given that a special meeting of the Annual Meeting of Shareholders (the “Annual Meeting”)shareholders of Veru Inc. (the “Company, which we refer to as the “Company,”) “we,” “us” or “our,” will be held on July 24, 2023, at 9:00 a.m. local time, at 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127, on March 28, 2023 at 9:00 a.m., local time, for the following purposes:

1.
To elect six members to the Board of Directors, the names of whom are set forth in the accompanying proxy statement, to serve until the 2024 Annual Meeting of Shareholders.
2.
1.

To consider and act upon a proposal, which we refer to ratify the appointment of RSM US LLP, independent registered public accounting firm, as the Company's auditors for“Share Increase Proposal,” to approve an amendment to the fiscal year ending September 30, 2023.Company’s Articles of Incorporation to increase the number of authorized shares of common stock of the Company from 154,000,000 to 308,000,000.

3.
2.

To consider and vote upon a proposal, which we refer to as the “Adjournment Proposal,” to approve a non-binding advisory proposal on executive compensation.the adjournment of the special meeting if necessary or appropriate in the view of the Company’s board of directors, including to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the Share Increase Proposal. We refer to the Share Increase Proposal and the Adjournment Proposal collectively as the “Proposals.”

4.
To approve a non-binding advisory proposal on the frequency of future advisory votes on executive compensation.
5.
To transact such other business as may properly come before the Annual Meeting and any adjournments thereof.

The Company’s Board of Directors recommends that the shareholders vote “FOR” the Share Increase Proposal and “FOR” the Adjournment Proposal.

Only shareholders of record of Common Stock at the close of business on June 2, 2023, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements thereof.

YOUR VOTE IS VERY IMPORTANT. YOU MAY VOTE BY MAIL, THROUGH THE INTERNET, BY TELEPHONE OR BY ATTENDING THE SPECIAL MEETING AND VOTING BY BALLOT, ALL AS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE SPECIAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THE RECORD HOLDER. IF YOU FAIL TO VOTE ON THE SHARE INCREASE PROPOSAL OR FAIL TO INSTRUCT YOUR BROKER, BANK OR OTHER NOMINEE ON HOW TO VOTE FOR SUCH PROPOSAL, THE EFFECT WILL BE THE SAME AS A VOTE AGAINST THE APPROVAL OF SUCH PROPOSAL.

The accompanying proxy statement provides a detailed description of the Proposals. We urge you to read the accompanying proxy statement, including the annex, carefully and in their entirety. If you have any questions concerning the Proposals or the accompanying proxy statement of which this notice forms a part, would like additional copies of the accompanying proxy statement or need help voting your shares of Common Stock, please contact Secretary, Veru Inc., 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

We are pleased to take advantage of the Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) instead of a paper copy of this Proxy Statement andto our 2022 Annual Report to Shareholders.shareholders. The Internet Availability Notice contains instructions on how to access those documents over the Internet. All shareholders who do not receive an Internet Availability Notice will receive a paper copy of the proxy materials by mail.

The Internet Availability Notice also contains instructions on how to request a paper copy of our proxy materials, including this Proxy Statement, our 2022 Annual Report to Shareholders and a form of proxy or voting instruction card. The proxy materials sent to you will include a proxy card that will provide you with instructions to cast your vote on the Internet and a telephone number you may call to cast your vote, or you may complete, sign and return the proxy card by mail.

​​
By Order of the Board of Directors
​​
​​

​​
Michael J. Purvis
Secretary
Miami, Florida
January 27, 2023
​​

TABLE OF CONTENTSMiami, FL

Shareholders of record at

June 12, 2023

You are cordially invited to attend the close of business on January 17, 2023 are entitled to vote at the Annual Meeting. Your vote is important to ensure that a majority of the stock is represented.special meeting in person. Whether or not you planexpect to attend the special meeting, in person, please vote your shares by phone, via the Internet or, if you received paper copies of these proxy materials, by completing, signing, datingcomplete, date, sign and returningreturn the enclosed proxy card, ator vote over the telephone or the Internet as instructed in these materials, as promptly as possible to ensure your earliest convenience. Your vote is being solicited by the Board of Directors of the Company. If you later find that you may be presentrepresentation at the meeting orspecial meeting. A return envelope (which is postage prepaid if mailed in the United States) is enclosed for any other reason desire to revoke your convenience. Even if you have voted by proxy, you may do so at any time before it is voted. Shareholders holdingstill vote in person if you attend the special meeting. Please note, however, that if your shares in brokerage accounts (“street name” holders) whoare held of record by a broker, bank or other nominee and you wish to vote at the special meeting, will need toyou must obtain a proxy form and voting instructionsissued in your name from the institution that holds their shares.

Shareholders of record may also vote by the Internet or telephone. Voting by the Internet or telephone is fast, convenient, and your vote is immediately confirmed and tabulated. Most important, by using the Internet or telephone, you help us reduce postage and proxy tabulation costs. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time on March 27, 2023.
Or, if you received a paper copy of the proxy materials, you can return the enclosed proxy card in the envelope provided.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING OVER THE INTERNET OR BY TELEPHONE.
holder.

TABLE OF CONTENTS

TABLE OF CONTENTS
Section
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Page No.
General Information
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1
Proxies and Voting Procedures
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1
Shareholders Entitled to Vote
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2
Quorum; Required Vote
​​
2
Proposal 1: Election of Directors
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3
Nominees for Election as Directors
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3
Directors Meetings and Committees
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6
Directors and Director Attendance
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6
Audit Committee
​​
6
Compensation Committee
​​
6
Nominating and Corporate Governance Committee
​​
7
Charters of Committees
​​
7
Corporate Governance Matters
​​
8
Director Independence
​​
8
Board Leadership Structure
​​
8
The Board's Role in Risk Oversight
​​
8
Board Self-Assessments
​​
8
Director Nominations
​​
8
Board Diversity Matrix
​​
10
Communications between Shareholders and the Board of Directors
​​
10
Code of Business Ethics
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10
Hedging Policy
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10
Audit Committee Matters
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11
Report of the Audit Committee
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11
Fees of Independent Registered Public Accounting Firm
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11
Audit Committee Financial Expert
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12
Executive Officers
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13
Security Ownership
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14
Delinquent Section 16(a) Reports
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15
Executive Compensation
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16
Summary Compensation Table
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16
Equity Awards
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17
Employment Agreements
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18
Director Compensation and Benefits
​​
19
Overview
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19
Director Summary Compensation Table
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19
Certain Relationships and Related Transactions
​​
20
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm
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21
Proposal 3: Non-Binding Advisory Vote on Executive Compensation
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22
Summary of the Proposal
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22
Vote Required for Approval
​​
23
Board of Directors Recommendation
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23
Proposal 4: Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
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24
Summary of the Proposal
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24
Vote Required for Approval
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24
Board of Directors Recommendations
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24
Proposals for 2024 Annual Meeting
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25
Annual Report
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25
Expenses of Solicitation
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26
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TABLE OF CONTENTS

VERU INC.
2916 N. Miami Avenue
Suite 1000
Miami, Florida 33127
PROXY STATEMENT
FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS
Important Notice Regarding the Availability of Proxy Materials for the
2023 Annual Special Meeting of Shareholders to be Held on March 28,July 24, 2023:

This Proxy Statement for the Special Meeting is available at www.proxyvote.com.

VOTING ELECTRONICALLY, BY TELEPHONE OR BY MAIL

Shareholders of the Company at the close of business on June 2, 2023, the record date for the special meeting of shareholders, may submit their proxies:

through the Internet by visiting a website established for that purpose at www.proxyvote.com and following the Accompanying Annual Report
instructions;

by telephone by calling the toll-free number 1-800-690-6903 in the United States, Puerto Rico or Canada on a touch-tone phone and following the recorded instructions; or

by returning the enclosed proxy card in the provided return envelope (which is postage paid if mailed in the United States).

To vote via telephone or Internet, please have your proxy card in front of you. A phone number and an Internet website address are Available at: www.proxyvote.comcontained on your proxy card. Upon entering either the phone number or the Internet website address, you will be instructed on how to proceed.

If a shareholder holds shares registered in the name of a broker, bank or other nominee, that broker, bank or other nominee will enclose or provide a voting instruction card for use in directing that broker, bank or other nominee how to vote those shares.

SUMMARY VOTING INSTRUCTIONS

YOUR VOTE IS VERY IMPORTANT

Ensure that your shares of Common Stock are voted at the special meeting by submitting your proxy or, if your shares of Common Stock are held in the name of a broker, bank or other nominee, by contacting your broker, bank or other nominee. If you do not vote or do not instruct your broker, bank or other nominee how to vote, it will have the same effect as voting “AGAINST” the approval of the Share Increase Proposal.

If your shares of Common Stock are registered in your name: submit your proxy as soon as possible by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope, so that your shares of Common Stock can be voted in favor of the Proposals at the special meeting. You may also submit your proxy by using a toll-free number or the Internet. We have provided instructions on the proxy card for using these convenient services.

If your shares of Common Stock are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares of Common Stock are voted in favor of the Proposals at the special meeting.

TABLE OF CONTENTS

Page

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

1

THE SPECIAL MEETING

5

General

5

Date, Time and Place

5

Purpose of the Special Meeting

5

Recommendation of the Board

5

Record Date; Shares Entitled to Vote

5

Quorum

6

Required Vote

6

Counting of Votes; Treatment of Abstentions and Incomplete Proxies; Broker Non-Votes

6

Revoking Your Proxy

7

Solicitation of Proxies

8

Delivery of Proxy Materials to Households Where Two or More Shareholders Reside

8

Attending the Special Meeting

8

Dissenters’ Rights

8

PROPOSAL NO. 1: APPROVAL OF INCREASE IN AUTHORIZED COMMON STOCK

9

Summary of the Proposal

9

Purpose of the Share Increase Proposal

9

Rights of Additional Authorized Shares

10

Effects of Increase in Authorized Shares

11

Possible Anti-Takeover Effects

11

Required Vote and Board Recommendation

12

PROPOSAL NO. 2: APPROVAL OF ADJOURNMENT PROPOSAL

13

Summary of Proposal

13

Required Vote and Board Recommendation

13

SECURITY OWNERSHIP

14

FUTURE SHAREHOLDER PROPOSALS

15

OTHER MATTERS

16

i

PROXY STATEMENT

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 24, 2023

This Proxy Statementproxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Veru Inc. (the “Company”“Company”) to be voted at the Annual Meetingspecial meeting of Shareholders (the “Annual Meeting”)shareholders to be held on July 24, 2023, at 9:00 a.m. local time, at 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127, 9:00 a.m., local time, on Tuesday, March 28, 2023, and at any adjournments thereof, for the purposes set forth in the accompanying33127. This proxy statement, along with a Notice of Meeting. A copy of our 2022 Annual Report to Shareholders, this Proxy Statementthe Special Meeting and accompanyingeither a proxy card or a voting instruction card, are being distributed, furnished or otherwise made availablemailed to our shareholders beginning on or about January 27,June 12, 2023. Additionally, we

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are mailing the Notice of Internet Availability of Proxy Materials (the “Internet Availability Notice”) on or about January 27, 2023.

GENERAL INFORMATION
Proxies and Voting Procedures
In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials to our shareholders by providing access to such documents on the Internet. Accordingly, an Internet Availability Notice has been mailed to many of our shareholders, while other shareholders have instead received paper copiessome questions that you, as a shareholder of the documents accessible onCompany, may have regarding the Internet. Shareholders that receivedspecial meeting, together with brief answers to those questions. We urge you to read carefully the Internet Availability Notice haveremainder of this proxy statement, including the ability to access the proxy materials on a websiteannex and other documents referred to in this proxy statement, because the Internet Availability Notice or requestinformation in this section may not provide all of the information that might be important to you with respect to the special meeting.

Q:

Why am I receiving these materials?

A:

The Company is sending these materials to its shareholders to help them decide how to vote their shares of Common Stock with respect to the Proposals to be considered at the special meeting of the Company’s shareholders to be held on July 24, 2023, which we refer to as the “Special Meeting,” and you should read them carefully.

Q:

Why does the Board of Directors recommend approval of the Share Increase Proposal?

A:

The Board believes that the Share Increase Proposal is in the Company’s best interest because it increases the number of shares of authorized Common Stock by an amount that would provide the Company with flexibility as the need to issue shares of Common Stock may arise in the future. We will need large amounts of capital to support our development and commercialization efforts for our drug candidates, including the Phase 3 COVID-19 confirmatory study for certain COVID-19 patients. Our ability to raise capital through equity financing will be limited if the Share Increase Proposal is not approved by shareholders at the Special Meeting.

Q:

What vote is required to approve each Proposal?

A:

The following votes are required to approve the Proposals:

As required by Wisconsin law, approval of the Share Increase Proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Common Stock.

Approval of the Adjournment Proposal requires that the votes cast in favor of the proposal exceed the votes cast against the proposal.

If you do not vote your shares as instructed in the enclosed proxy card, the effect will be a printedvote against the Share Increase Proposal.

Q:

Will any other business be presented for action by shareholders at the Special Meeting?

A:

Management knows of no business that will be presented at the Special Meeting other than the Proposals. If any other matter properly comes before the Special Meeting, the persons named as proxies in the proxy card intend to vote the proxies (which confer discretionary authority to vote on such matters) in accordance with their judgment on the matter.

Q:

How does the Company’s Board of Directors recommend that the Company’s shareholders vote with respect to the Proposals?

A:

The Company’s Board of Directors, which we refer to as the “Board,” recommends that the Company’s shareholders vote “FOR” the Share Increase Proposal and “FOR” the Adjournment Proposal.

Q:

When and where will the Special Meeting take place?

A:

The Special Meeting will be held on July 24, 2023 at 9:00 a.m., local time, at 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

Q:

Who can attend and vote at the Special Meeting?

A:

The Company’s shareholders of record as of the close of business on June 2, 2023, the record date for the Special Meeting, are entitled to receive notice of, attend, and vote at the Special Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Special Meeting, you must obtain a proxy issued in your name from that record holder.

Q:

What do I need to do now and how do I vote?

A:

The Company urges you to read this proxy statement carefully, including the annex, and to consider how the Proposals described in this proxy statement may affect you and the Company as a whole.

To vote, you may provide your proxy instructions in three different ways. First, you can mail your signed proxy card in the enclosed return envelope. Alternatively, you can provide your proxy instructions by calling the toll-free call center set ofup for this purpose indicated on the enclosed proxy materials be sent to them bycard and following the instructions in the Internet Availability Notice.

Most shareholdersprovided. Please have a choice of votingyour proxy card available when you call. Finally, you can provide your proxy instructions over the Internet by telephone, by using a traditional proxy card or by attendingaccessing the Annual Meeting and voting in person by ballot. Shareholders who have received paper copies of these proxy materials (including the form of proxy), may complete, sign, date and returnwebsite indicated on the enclosed proxy card inand following the accompanying self-addressed postage pre-paid envelope or may vote overinstructions provided. Please have your proxy card available when you access the Internet or by telephone. Ifweb page. Please provide your proxy instructions only once and as soon as possible so that your shares are held of record in “street name” by a broker, nominee, fiduciary or other custodian, please follow the voting instructions given by the broker, nominee, fiduciary or other custodian. If Internet and telephone voting are available to you, you can find voting instructions in the materials accompanying this Proxy Statement. The Internet and telephone voting facilities will close at 11:59 p.m. (Eastern Time) on March 27, 2023. Please be aware that if you vote over the Internet or by telephone, you may incur costs such as telephone and Internet access charges for which you will be responsible.
The Board of Directors knows of no business which will be presented at the Annual Meeting other than the matters referred to in the accompanying Notice of Annual Meeting. However, if any other matters are properly presented at the Annual Meeting, it is intended that the persons named in the proxy will vote on such matters in accordance with their judgment. Shares represented by properly executed proxies received on behalf of the Company will be voted at the Annual Meeting (unless revoked priorSpecial Meeting.

Q:

What happens if I do not return a proxy card or otherwise provide proxy instructions or if I elect to abstain from voting?

A:

If you do not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Special Meeting, your shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Special Meeting, and your actions will have the same effect as a vote “AGAINST” the Share Increase Proposal.

If you sign, date and mail your proxy card without indicating how you wish to their vote) in the manner specified therein. A shareholdervote, your proxy will be able to revoke his or her proxy until it is voted. If no instructions are specified incounted as present for the purpose of determining the presence of a signed proxy returned toquorum for the Company, theSpecial Meeting and all of your shares represented thereby will be voted FOR: (1)“FOR” the election ofProposals. However, if you submit a proxy card or provide proxy instructions by telephone or over the directors listed in the enclosed proxy; (2) the proposalInternet and affirmatively elect to ratify the appointment of RSM US LLPabstain from voting, your proxy will be counted as the Company's independent registered public accounting firmpresent for the fiscal year ending September 30, 2023 (thepurpose of determining the presence of a quorum for the Special Meeting and your abstention will have the same effect as a vote “Auditor Ratification ProposalAGAINST”); (3) the proposalShare Increase Proposal.

Q:

If my shares are held in “street name” by a broker or other nominee, will my broker or nominee vote my shares for me?

A:

If your shares are held in “street name” in a stock brokerage account or by another nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker or other nominee. Please note that you may not vote shares held

in street name by returning a proxy card directly to the Company or by voting in person at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker or other nominee.

If you do not give instructions to approve a non-binding advisory proposal on executive compensation (the “Say on Pay Proposal”); and (4) the proposal to approve a non-binding advisory proposal of “every 3 years”your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe the frequency of future advisory votesShare Increase Proposal is a discretionary matter. Therefore, if you do not instruct your broker or other nominee on executive compensation (the “Sayhow to vote your shares then your broker or other nominee may vote your shares on Pay Frequencythe Share Increase Proposal”).

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TABLE OF CONTENTS

Shareholders may revoke proxies (including an Internet or telephone vote) at any time to and the extent they have not been exercised by giving written notice to the Company or by a later executed proxy via the Internet, by telephone or by mail. Attendance at the Annual Meeting will not automatically revoke a proxy, but a shareholder attending the Annual Meeting may request a ballot and vote in person, thereby revoking a prior granted proxy. Only the most recent proxy will be exercised and all others will be disregarded regardless of the method by which the proxies were authorized. Adjournment Proposal.

Q:

May I vote in person?

A:

If you hold shares of Common Stock that are registered directly in your name with the Company’s transfer agent, you are considered, with respect to those shares, the “shareholder of record,” and the proxy materials and proxy card are being sent directly to you. If you are the shareholder of record, you may attend the Special Meeting and vote your shares in person, rather than signing and returning your proxy card or otherwise providing proxy instructions by telephone or over the Internet.

If your shares of Common Stock are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you together with a voting instruction card. As the beneficial owner, you are also invited to attend the Special Meeting. However, since a beneficial owner is not the shareholder of record, you may not vote these shares in person at the Special Meeting unless you obtain a “legal proxy” from the broker or other nominee that holds your shares giving you the right to vote the shares in person at the Special Meeting.

Q:

May I revoke or change my vote after I have provided proxy instructions?

A:

Yes. You may revoke or change your vote at any time before your proxy is voted at the Special Meeting. You can do this in one of three ways. First, you can send a written notice to the Company stating that you would like to revoke your proxy. Second, you can submit new proxy instructions either on a new proxy card, by telephone or over the Internet, as and if applicable. Third, you can attend the Special Meeting and vote in person as described above. Your attendance at the Special Meeting will not, by itself, revoke your proxy. If you have instructed a broker or other nominee to vote your shares, you must follow directions received from your broker or other nominee to change those instructions.

Q:

What constitutes a quorum?

A:

Shareholders who hold a majority of the shares of Common Stock outstanding as of the close of business on the record date for the Special Meeting must be present either in person or by proxy to constitute a quorum to conduct business at the Special Meeting.

Q:

Who is paying for this proxy solicitation?

A:

The Company will pay for the cost and expense of preparing, filing, assembling, printing and mailing this proxy statement, and any amendments thereto, the proxy card and any additional information furnished to the Company’s shareholders. The Company may also reimburse brokers, custodians, nominees and fiduciaries for their costs of soliciting and obtaining proxies from beneficial owners, including the costs of reimbursing brokers, custodians, nominees and fiduciaries for their costs of forwarding this proxy statement and other solicitation materials to beneficial owners. In addition, proxies may be solicited without extra compensation by directors, officers and employees of the Company by mail, telephone, fax or other methods of communication.

Q:

Where can I find the voting results of the Special Meeting?

A:

The Company intends to announce preliminary voting results at the Special Meeting and publish final results in a Current Report on Form 8-K that will be filed with the SEC following the Special Meeting. All reports the Company files with the SEC are publicly available when filed.

Q:

Whom should I contact if I have any questions about the Proposals or the Special Meeting?

A:

Shareholders may contact Secretary, Veru Inc., 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

Q:

What happens if I sell my shares after the record date but before the Special Meeting?

A:

If you transfer any of your shares of Common Stock after the record date but before the date of the Special Meeting, you will retain your right to vote at the Special Meeting.

Q:

What do I do if I receive more than one proxy statement or set of voting instructions?

A:

If you hold shares directly as a record holder and also in “street name” or otherwise through a nominee, you may receive more than one proxy statement and/or set of voting instructions relating to the Special Meeting. These should each be voted and/or returned separately to ensure that all of your shares are voted.

THE SPECIAL MEETING

General

The Company is furnishing this proxy statement to its shareholders in connection with the solicitation of proxies by the Board for use at the Special Meeting of the Company’s shareholders with respect to the Share Increase Proposal and the Adjournment Proposal.

Date, Time and Place

The Special Meeting will be held on your behalfJuly 24, 2023 at 9:00 a.m., local time, at 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

Purpose of the Special Meeting

At the Special Meeting, and any adjournments or postponements thereof, the Company’s shareholders will be asked to:

approve the Share Increase Proposal; and

approve the Adjournment Proposal.

THE MATTERS TO BE CONSIDERED AT THE SPECIAL MEETING ARE OF GREAT IMPORTANCE TO THE COMPANY’S SHAREHOLDERS. ACCORDINGLY, SHAREHOLDERS ARE URGED TO READ AND CAREFULLY CONSIDER THE INFORMATION PRESENTED IN THIS PROXY STATEMENT.

Recommendation of the Board

The Board, by a unanimous vote, recommends that the shareholders of the Company vote:

“FOR” the Share Increase Proposal, which is a proposal to approve an amendment to the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock from 154,000,000 shares to 308,000,000 shares; and

“FOR” the Adjournment Proposal, which is a proposal to approve the adjournment of the Special Meeting if necessary or appropriate in the view of the Board, including to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Increase Proposal.

Record Date; Shares Entitled to Vote

The Board has fixed June 2, 2023 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof. Only holders of record of shares of Common Stock at the close of business on the record date are entitled to receive notice of, attend, and vote at the Special Meeting. A shareholder whose shares are held of record by a broker, bank or other nominee you must contact it to receive instructions as to how you may revoke your proxy instructions for those shares.

Shareholders Entitled to Vote
Only holders of the Company's common stock, par value $0.01 per share (the “Common Stock”), whose names appear of record date, should check the voting instruction card forwarded by the shareholder’s broker, bank or other nominee in order to obtain directions on how to vote the books ofshareholder’s shares, and such a shareholder must obtain a proxy issued in such shareholder’s name from that record holder in order to attend and vote at the Company atSpecial Meeting.

At the close of business on January 17, 2023 (the “Record Date”),the record date, the Company had outstanding and entitled to vote [●] shares of Common Stock.

Holders of Common Stock are entitled to vote on all of the Proposals at the AnnualSpecial Meeting. On the Record Date, there were 80,623,128 shares of Common Stock outstanding. Each share of Common Stock outstanding on the Record Date is entitledrecord date entitles the holder thereof to one vote on each matter to be presentedproperly brought before the Special Meeting, exercisable in person or by proxy. For each matter scheduled for a vote at the Annual Meeting.Special Meeting, you may vote “For” or “Against” or you may “Abstain” from voting.

Quorum; Required Vote

AQuorum

To conduct the business described above at the Special Meeting, the Company must have a quorum present. Shareholders who hold a majority of Common Stock outstanding as of the votes entitled toclose of business on the record date for the Special Meeting must be cast with respect to each matter submitted to the shareholders, representedpresent either in person or by proxy shallto constitute a quorum with respect to such matter. Under Wisconsin law, directors are electedconduct business at the Special Meeting.

Required Vote

The Proposals being submitted for approval by plurality, meaning that the six individuals receivingCompany’s shareholders at the largest numberSpecial Meeting will be approved or rejected on the basis of votes are elected as directors. Approval of each of the Auditor Ratification Proposal and the Say on Paycertain specific voting thresholds. In particular:

Share Increase Proposal requires the numberaffirmative vote of the holders of at least two-thirds of the outstanding shares of Common Stock; and

Adjournment Proposal requires that the votes cast in favor of the proposal toProposal exceed the number of votes cast against the proposal. ForProposal.

If you do not vote your shares as instructed in the Say on Pay Frequency Proposal, shareholdersenclosed proxy card, the effect will be a vote against the Share Increase Proposal.

Counting of Votes; Treatment of Abstentions and Incomplete Proxies; Broker Non-Votes

Shareholder of Record: Shares Registered in Your Name

The transfer agent for the Common Stock is Computershare Investor Services, LLC. If, as of the record date, your shares of Common Stock were registered directly in your name with the transfer agent, then you are a shareholder of record.

If you are a shareholder of record, you may vote in person at the Special Meeting, vote by proxy by telephone, vote by proxy over the Internet, or vote by completing and returning the enclosed proxy card. Whether or not you plan to attend the Special Meeting, the Company urges you to vote by proxy to ensure that your vote is counted. You may still attend the Special Meeting and vote in person even if you have already voted by proxy.

Shareholders of record at the close of business on an advisory basis as to whether future “Say on Pay” votes should occur every 1,June 2, or 3 years, or abstain. A plurality of2023, the votes castrecord date for the SaySpecial Meeting, may vote as follows:

in person by coming to the Special Meeting and completing a ballot that you will receive when you arrive;

through the Internet by visiting a website established for that purpose at www.proxyvote.com and following the instructions;

by telephone by calling the toll-free number 1-800-690-6903 in the United States, Puerto Rico or Canada on Pay Frequency Proposala touch-tone phone and following the recorded instructions; or

by returning the enclosed proxy card in the provided return envelope (which is postage paid if mailed in the United States).

To vote via telephone or Internet, please have your proxy card in front of you. A phone number and an Internet website address is contained on your proxy card. Upon entering either the phone number or the Internet website address, you will be instructed on how to proceed.

If a shareholder does not submit a proxy card, provide proxy instructions by telephone or over the Internet or vote at the Special Meeting, such shareholder’s shares will not be counted as present for the purpose of determining the presence of a quorum, which is required to transact business at the Special Meeting, and will have the same effect as a vote “AGAINST” the Share Increase Proposal.

If a shareholder signs, dates and mails a proxy card without indicating how such shareholder wishes to vote, such proxy card will be counted as present for the approvalpurpose of determining the presence of a choice among every 1, 2 or 3 years, meaning that whicheverquorum for the Special Meeting and all of 1, 2 or 3 years receives the most votessuch shareholder’s shares will be approved. Abstentionsvoted “FOR” each Proposal. However, if a shareholder submits a proxy card or provides proxy instructions by telephone or over the Internet and affirmatively elects to abstain from voting, such proxy will be counted as present for the purpose of determining the presence of a quorum for the Special Meeting and the abstention will have the same effect as a vote “AGAINST” the Share Increase Proposal.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If, on the record date, your shares of Common Stock were held in an account at a broker, non-votes (i.e., shares held by brokersbank or other nominee, rather than in streetyour name, voting on certain matters due to discretionary authority or instruction fromthen you are the beneficial owners butowner of shares of Common Stock held in “street name” and a voting instruction card is being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Special Meeting. Since you are not the shareholder of record, you may not vote your shares of Common Stock in person at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.

Simply follow the voting oninstructions in the voting instruction card to ensure your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. To vote in person at the Special Meeting, you must obtain a valid proxy from your broker, bank or other matters due to lack of authority to vote on such matters withoutagent. Follow the instructions from the beneficial owners) will count toward the quorum requirement but willyour broker or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

If you do not count toward the determinationgive instructions to your broker, your broker can vote your shares of whether directors are elected or whether the Auditor Ratification Proposal, the Say on Pay Proposal or the Say on Pay Frequency Proposal are approved.

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PROPOSAL 1: ELECTION OF DIRECTORS
The Board of Directors has established the number of directors at six. The Board of Directors has nominated Mitchell S. Steiner, M.D., F.A.C.S., Mario Eisenberger, M.D., Harry Fisch, M.D., F.A.C.S., Michael L. Rankowitz, Grace Hyun, M.D., and Lucy Lu, M.D., for election as directors, all to serve until the 2024 Annual Meeting of Shareholders.
All of the nominees are incumbent directors. We anticipate that the nominees for election as directors will be candidates when the election is held. However, if any of the nominees should be unable or unwilling to serve, the proxies, pursuant to the authority granted to them by the Board of Directors, will have discretionary authority to select and vote for substituted nominees (except where the proxy withholds authorityCommon Stock with respect to “discretionary” items, but not with respect to “non-discretionary” items. Non-discretionary matters include director elections and other matters like those involving a matter that may substantially affect the election of directors).
Below is information as of the date of this Proxy Statement about each nominee for election to our Board of Directors at the Annual Meeting. The information presented includes information each nominee has given us about hisrights or her age, his or her principal occupation and business experience for the past five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a director during the past five years. The information presented also includes, under the heading “Director Qualifications,” a description for each nominee of the specific experience, qualifications, attributes and skills that led the Nominating and Governance Committee and the Board of Directors to conclude that he or she should serve as a director. Our Nominating and Corporate Governance Committee regularly evaluates the mix of experience, qualifications, attributes and skills of our directors using a matrix of areas that the Committee considers important for our business. In addition to the information presented below regarding the nominee's specific experience, qualifications, attributes and skills that led the Nominating and Corporate Governance Committee and the Board of Directors to conclude that the nominee should serve as a director, the Nominating and Corporate Governance Committee and the Board of Directors also considered the qualifications and criteria described below under “Corporate Governance Matters – Director Nominations” with the objective of creating a complementary mix of directors.
Nominees for Election as Directors
MITCHELL S. STEINER, M.D., F.A.C.S.
Age: 62; Elected Director: 2016; Present Term Ends: 2023 Annual Meeting
Mitchell S. Steiner, M.D., F.A.C.S. has served as President and Chief Executive Officer of the Company and as a director of the Company since October 2016 and as Chairman of the Board since March 2018. Dr. Steiner was the co-founder of Aspen Park Pharmaceuticals, Inc. (“Aspen Park”), and served as Aspen Park's Chief Executive Officer, President and Vice Chairman of the Board from July 2014 to October 2016. From 2014 to 2016, Dr. Steiner was a consultant and then the President, Urology and member of senior management of OPKO Health, Inc. (NASDAQ:OPK) and had responsibilities for the launch, marketing, sales and reimbursement of 4Kscore prostate cancer test to urologists and primary care physicians. Dr. Steiner was also the co-founder of GTx, Inc., a men’s health and oncology public company, where he served as Chief Executive Officer and Vice Chairman of Board of Directors from 1997 to 2014. Dr. Steiner is a Board Certified Urologist and a Fellow of the American College of Surgeons and has held numerous academic appointments, including Assistant Professor of Urology, Cell Biology, and Pathology at Vanderbilt School of Medicine from 1993 to 1995 and Chairman and Professor of Urology, Director of Urologic Oncology and Research and the Chair of Excellence in Urologic Oncology at the University of Tennessee from 1995 to 2004. Dr. Steiner holds a B.A. in Molecular Biology and Chemistry from Vanderbilt University and an M.D. from the University of Tennessee. He performed his surgical and urologic training at The Johns Hopkins Hospital and postdoctoral research fellow in cell biology at Vanderbilt School of Medicine.
Director Qualifications
Dr. Steiner's medical background and extensive leadership and management experience, including strategic planning, marketing, new product development, market research, operations, corporate communication, corporate transactions, as well as a deep knowledge of the Company's industry, business and strategic evolution and his experience as the President, Chief Executive Officer and co-founder of Aspen Park, all led to the conclusion that he should serve as a director and Chairman, President and Chief Executive Officer of the Company.
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MARIO EISENBERGER, M.D.
Age: 73; Elected Director: 2016; Present Term Ends: 2023 Annual Meeting
Mario Eisenberger, M.D. has served as a director of the Company since October 2016. Dr. Eisenberger currently is the Dale Hughes Professor of Oncology at The Johns Hopkins University and has been in the full-time faculty since 1993. From 2010 to 2014, Dr. Eisenberger founded Oncology Trials Insights, Inc., a privately held clinical trials management company. Since 2010, Dr. Eisenberger has also served as an ad-hoc member of the Oncologic Drugs Advisory Committee of the FDA. Since 1988, he has served in advisory, strategic and data safety monitoring boards, including Bristol-Myers Squibb, Sanofi, Astellas, Schering Plough, Auguron, AKZO, Dupont, Rhone-Poulenc Rorer, Aventis, Jansen, Ipsen, Active Biotech, Medivation, Tokai, Xanthus, Cytogen, Ortho Biotech, Merck-Sharp and Dohme, Tyme, Inc., Ferring and Bayer. From 1984 to 1998, Dr. Eisenberger held the position of head of the advanced prostate cancer committee and vice chair of the genitourinary cancer of the Southwest Oncology Group. From 1984 to 1993, he served as Professor of Oncology at The University of Maryland. From 1984 to 1989, he was the Chief of Oncology at the Baltimore VAH. From 1982 to 1984, he was a Senior Investigator at the Cancer Therapy Evaluation Program of the National Institute in charge of coordinating extramural clinical research in urological cancers. From 1976 to 1982, he served in the faculty of the University of Miami. Dr. Eisenberger obtained his M.D. at the Federal University of Rio de Janeiro Brazil in 1972 and is board certified in Internal Medicine and Medical Oncology.
Director Qualifications
Dr. Eisenberger’s medical background and broad business experience in the pharmaceutical industry led to the conclusion that he should serve as a director of the Company.
HARRY FISCH, M.D., F.A.C.S.
Age: 64; Elected Director: 2016; Present Term Ends: 2023 Annual Meeting
Harry Fisch, M.D., F.A.C.S. has served as a director of the Company since October 2016, as Vice Chairman of the Board since March 2018 and as Chief Corporate Officer of the Company since January 2018. Dr. Fisch was the co-founder of Aspen Park and served as the Chairman of the Board and Chief Scientific Officer of Aspen Park from July 2014 to October 2016. Since 1994, Dr. Fisch has served as the Chief Executive Officer and President of Millennium Sciences, Inc. Dr. Fisch has also had numerous academic and clinical appointments including Clinical Professor of Urology and Reproductive Medicine at Weill College of Medicine, Cornell University from 2009 to 2022, Director of the Male Reproductive Center at Albert Einstein College of Medicine/Montefiore Medical Center from 1998 to 1999 and Professor of Clinical Urology at Columbia University, College of Physicians and Surgeons from 1999 to 2009. Dr. Fisch is a Board Certified Urologist and a Fellow of the American College of Surgeons. Dr. Fisch holds a B.A. in Chemistry from the State University of New York at Binghamton, an M.D. from Mount Sinai School of Medicine, New York, and performed his surgical and urologic training at Albert Einstein College of Medicine/Montefiore Medical Center.
Director Qualifications
Dr. Fisch’s medical background, experience in the pharmaceutical industry and deep understanding of the Company's industry, business and strategic evolution, as well as his experience as the Chairman of the Board, Chief Scientific Officer and a co-founder of Aspen Park, all led to the conclusion that he should serve as a director of the Company.
MICHAEL L. RANKOWITZ
Age: 65; Elected Director: 2018; Present Term Ends: 2023 Annual Meeting
Michael L. Rankowitz has served as a director of the Company since March 2018. Mr. Rankowitz has served as a Senior Advisor at Morgan Stanley since 2001. From 1980 to 2001, Mr. Rankowitz was employed at Morgan Stanely, most recently from 1992 to 2001 as a managing director, where he also served as a co-head of Global High Yield and was responsible for risk management, research and sales for high yield, emerging markets, bank debt and distressed securities. Mr. Rankowitz has held directorships with NF Investment Corp., Carlyle Funds, 1st Tee of Metropolitan New York, Discover Card, Clarent Hospital Corp., New York Racing Authority, International Dyslexia Association - New York Branch, Trinity School (New York) and Browning School (New York). He has a B.S. in Mathematics from the University of Vermont.
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Director Qualifications
Mr. Rankowitz’s extensive experience in investment banking, particularly in corporate finance transactions and risk management, led to the conclusion that he should serve as a director of the Company.
GRACE HYUN, M.D.
Age: 51; Elected Director: 2020; Present Term Ends: 2023 Annual Meeting
Grace Hyun, M.D., has served as a director of the Company since August 2020. Ms. Hyun has served as a Director of Pediatric Urology at NYU Langone Hospital-Brooklyn and a Clinical Associate Professor at NYU Langone School of Medicine since 2017. From 2011 to 2017, Ms. Hyun served as an Associate Director of Pediatric Urology at The Mount Sinai Medical Center and as an Assistant Professor at The Mount Sinai School of Medicine. She has served as a board member to the New York Section of the American Urological Association, the New York Academy of Medicine and the Societies of Pediatric Urology. She received her M.D. from Cornell University Medical School and has a B.A. in History from Columbia University.
Director Qualifications
Dr. Hyun's medical background and deep understanding of the Company's industry led to the conclusion that she should serve as a director of the Company.
LUCY LU, M.D.
Age: 48; Appointed Director: 2021; Present Term Ends: 2023 Annual Meeting
Lucy Lu, M.D. has served as a director of the Company since May 2021 and previously from October 2016 to March 2019. Since April 2022, Dr. Lu has served as Chief Operations Officer of Innovative Cellular Therapeutics, Inc., a company focused on developing cell therapy for solid tumors. Since November 2022, Dr. Lu has served as a director of Inventiva S.A., a clinical stage biopharmaceutical company. From February 2015 to March 2022, Dr. Lu was President, Chief Executive Officer and a director of Avenue Therapeutics, Inc., a company focused on pharmaceutical therapies used in the acute care setting. From February 2012 to June 2017, Dr. Lu was the Executive Vice President and Chief Financial Officer of Fortress Biotech, Inc. Prior to working in the biotech industry, Dr. Lu had 10 years of experience in healthcare-related equity research and investment banking. From February 2007 to January 2012, Dr. Lu was a senior biotechnology equity analyst with Citigroup Investment Research. From 2004 until joining Citigroup, she was with First Albany Capital, serving as Vice President from April 2004 until becoming a Principal of First Albany Capital in February 2006. Dr. Lu obtained her M.D. from the New York University School of Medicine and her M.B.A. from the Leonard N. Stern School of Business at New York University. Dr. Lu obtained a B.A. from the University of Tennessee’s College of Arts and Science.
Director Qualifications
Dr. Lu’s extensive experience in leadership positions in the pharmaceutical and medical products industries and her knowledge of the Company from her previous service as a director led to the conclusion that she should serve as a director of the Company.
The Board of Directors recommends that shareholders vote FOR all nominees.
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DIRECTORS MEETINGS AND COMMITTEES
Directors and Director Attendance
The Board of Directors currently consists of six members: Mitchell S. Steiner, M.D., F.A.C.S., Mario Eisenberger, M.D., Harry Fisch, M.D., F.A.C.S., Michael L. Rankowitz, Grace Hyun, M.D., and Lucy Lu, M.D. At each annual meetingprivileges of shareholders, directorssuch as mergers, acquisitions, share issuances or shareholder proposals. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. Discretionary items are elected for a term of one year to succeed those directors whose terms are expiring.
Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee.
The Board of Directors held eight meetings during the Company's fiscal year ended September 30, 2022. Each of the incumbent directors attended 100% of all meetings of the Board of Directors and 100% of all meetings held by all committees of the Board of Directors on which he or she served, if any.
The chart below identifies the current members of each of these committees, along with the number of meetings held by each committee during the fiscal year ended September 30, 2022:
 
​​
Audit
​​
Compensation
​​
Nominating and
Corporate
Governance
Number of Meetings:
​​
5
​​
6
​​
3
Name of Member:
​​
 
​​
 
​​
 
Mario Eisenberger, M.D.
​​
X
​​
 
​​
X*
Michael L. Rankowitz
​​
X
​​
X*
​​
X
Grace Hyun, M.D.
​​
 
​​
X
​​
X
Lucy Lu, M.D.
​​
X*
​​
X
​​
 
X = committee member; * = current committee chairperson
Audit Committee
The responsibilities of the Audit Committee, in addition to such other duties as may be specified by our Board of Directors, include the following: (1) responsibility for selecting, evaluating and, where appropriate, replacing the independent registered public accounting firm for the Company; (2) review of the timing, scope and results of the independent registered public accounting firm's audit examination; (3) review of periodic comments and recommendations by the independent registered public accounting firm and of our response thereto; (4) review of our financial statements; and (5) review of the scope and adequacy of our internal accounting controls. The Audit Committee is an audit committee for purposes of Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committee's report required byproposals considered routine under the rules of the SEC appearsNew York Stock Exchange on page 11.
which your broker may vote shares held in street name in the absence of your voting instructions.

The Share Increase Proposal is a discretionary matter. Therefore, if you do not instruct your broker or other nominee on how to vote your shares then your broker or other nominee may vote your shares of Common Stock on the Share Increase Proposal and the Adjournment Proposal.

Counting Votes

Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “For,” “Against,” “Abstain” and broker non-votes.

Compensation Committee

The Compensation Committee (1) reviews and approves the goals and objectives relatingRevoking Your Proxy

If you wish to the compensation of our Chief Executive Officer and other executive officers, and determines the compensation of those executive officers, including salary rates, participation in incentive compensation and benefit plans, fringe benefits, non-cash perquisites and other forms of compensation; (2) reviews and makes recommendations to our Board of Directorschange your vote with respect to incentive compensation plans and equity-based plans; (3) administers our stock incentive, equity-based and other employee benefit plans in accordance with the responsibilities assignedany Proposal, you may do so by revoking your proxy at any time prior to the Committee under any and all such plans; and (4) reviews and makes recommendations to our Boardcommencement of Directorsvoting with respect to that Proposal at the compensationSpecial Meeting.

If you are the record holder of our outside directors. The Compensation Committee's charter requires that the Company provide the Compensation Committee with adequate funding to engage any compensation consultants or other advisers the Compensation Committee deems it appropriate to engage. During fiscal 2022 and fiscal 2023 to date, the Compensation Committee did not engage any consultants to assist it in reviewing the Company's compensation practices and levels.

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your shares, you can revoke your proxy by:

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Management plays a significant role in assisting the Compensation Committee in its oversight of compensation. Management's role includes assisting the Compensation Committee with evaluating employee performance, establishing individual performance targets and objectives, recommending salary levels and equity incentive grants, and providing financial data on company performance, calculations and reports on achievement of performance objectives, and other information requested by the Compensation Committee. The Chief Executive Officer works with the Compensation Committee in making recommendations regarding overall compensation policies and plans as well as specific compensation levels for the named executive officers and other key employees, other than the Chief Executive Officer. Members of management who were present during a part of the Compensation Committee meetings in fiscal 2022 and the first part of fiscal 2023 included the Chairman, President and Chief Executive Officer, the Chief Corporate Officer, and the Chief Financial Officer and Chief Administrative Officer. The Compensation Committee makes all decisions regarding the compensation of the Chief Executive Officer without the Chief Executive Officer or any other member of management present.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee, in addition to such other duties as may be specified by our Board of Directors, identifies and recommends to our Board of Directors nominees for election to the Board of Directors, reviews and makes recommendations to our Board of Directors regarding the size and composition of the Board of Directors and the committees of our Board of Directors and reviews and recommends to our Board of Directors corporate governance policies and practices for the Company.
Charters of Committees
The Board of Directors has adopted, and may amend from time to time,

sending a written charter for each of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. We make available on our website for investors at www.verupharma.com/investors, free of charge, copies of each of these charters. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this Proxy Statement.

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CORPORATE GOVERNANCE MATTERS
We are committednotice stating that you would like to establishing and maintaining high standards of corporate governance, which are intendedrevoke your proxy to serve the long-term interestsMichael J. Purvis, Secretary of the Company, and our shareholders. Our Board of Directors has adopted Corporate Governance Guidelines which can be found on our website for investors at www.verupharma.com/investors.
Director Independence
Our Board of Directors has reviewed the independence of the nominees for election to the Board of Directors at the Annual Meeting under the applicable standards of the NASDAQ Stock Market. Based on this review, our Board of Directors determined that each of the following directors is independent under the listing standards of the NASDAQ Stock Market:
(1)
Mario Eisenberger, M.D.
(2)
Michael L. Rankowitz
(3)
Grace Hyun, M.D.
(4)
Lucy Lu, M.D.
Based upon such standards, Mitchell S. Steiner, M.D., F.A.C.S. and Harry Fisch, M.D., F.A.C.S. are the only directors who are not independent in part because Dr. Steiner is our President and Chief Executive Officer and Dr. Fisch is our Chief Corporate Officer.
Board Leadership Structure
Historically, we have generally had the same person serving as the Chief Executive Officer and as Chairman of the Board of Directors. Mitchell S. Steiner, M.D., F.A.C.S., our President and Chief Executive Officer, has also served as Chairman of the Board since March 2018. Although we believe that the combination of the Chairman and Chief Executive Officer roles is appropriate under current circumstances, we will continue to review this issue periodically to determine the most appropriate Board leadership structure based on the relevant facts and circumstances. We do not have a director who serves as lead independent director or a similar position.
The Board's Role in Risk Oversight
The role of our Board of Directors in our risk oversight process includes receiving reports from members of our senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, cybersecurity, and strategic and reputational risks. The Board has authorized the Audit Committee to oversee and periodically review our enterprise risk assessment and enterprise risk management policies.
Board Self-Assessments
We have implemented a process for the Board of Directors and each of the committees to conduct a written self-assessment which is then reviewed by the Nominating and Corporate Governance Committee and the Board of Directors. Most recently, the Board of Directors conducted this self-assessment in December 2021. Among other things, this process helps inform the Nominating and Corporate Governance Committee and the Board of Directors in determining whether the size of the Board is appropriate, whether the mix of skills on the Board of Directors is appropriate, whether additional skills are needed, whether the composition of the committees is appropriate, whether communication between the Board and management is appropriate, whether materials prepared for the Board of Directors and committees are timely and well-prepared, and whether the Board of Directors and the committees are functioning at a high level and in the best interests of the shareholders.
Director Nominations
We have a standing Nominating and Corporate Governance Committee. Based on the review described under “Corporate Governance Matters — Director Independence,” our Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent under the applicable standards of the NASDAQ Stock Market.
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The Nominating and Corporate Governance Committee will consider director nominees recommended by our shareholders. A shareholder who wishes to recommend a person or persons for consideration as a nominee for election to the Board of Directors must send a written notice by mail, c/o Secretary, Veru Inc., 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127,33127;

submitting new proxy instructions with a later date either on a new proxy card, by telephone or over the Internet, as and if applicable; or

attending the Special Meeting and voting in person (but note that sets forth: (1)your attendance alone will not revoke your proxy).

If you are a shareholder of record, revocation of your proxy or voting instructions by written notice must be received by 11:59 p.m., Eastern Time, on July 23, 2023, although you may also revoke your proxy by attending the Special Meeting and voting in person. Simply attending the Special Meeting will not, by itself, revoke your proxy. Your most current proxy card or telephone or Internet proxy is the one that will be counted. If your shares are held in street name address (business and residence), dateby your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank to revoke your proxy.

Solicitation of birth and principal occupation or employment (present andProxies

The Company will pay for the past five years)cost and expense of each person whompreparing, filing, assembling, printing and mailing this proxy statement, any amendments thereto, the proxy card and any additional information furnished to the Company’s shareholders. The Company may also reimburse brokerage houses and other custodians, nominees and fiduciaries for their costs of soliciting and obtaining proxies from beneficial owners, including the costs of reimbursing brokerage houses and other custodians, nominees and fiduciaries for their costs of forwarding this proxy statement and other solicitation materials to beneficial owners. In addition, proxies may be solicited without extra compensation by directors, officers and employees of the Company by mail, telephone, email, fax or other methods of communication.

Delivery of Proxy Materials to Households Where Two or More Shareholders Reside

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements with respect to two or more shareholders sharing the same address by delivering a single proxy statement addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost-savings for companies.

In connection with the Special Meeting, a number of brokers with account holders who are the Company’s shareholders will be householding the proxy materials. As a result, a single proxy statement will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the applicable shareholders. Once a shareholder proposesreceives notice from its broker that they will be householding communications to such shareholder’s address, householding will continue until such shareholder is notified otherwise or until such shareholder revokes its consent. If, at any time, a shareholder no longer wishes to participate in householding and would prefer to receive a separate proxy statement, such shareholder should notify its broker or contact the Company at (305) 509-6987. Shareholders who currently receive multiple copies of this proxy statement at their address and would like to request householding of their communications should contact their broker.

Attending the Special Meeting

All the shareholders as of the record date, or their duly appointed proxies, may attend the Special Meeting. If you are a registered shareholder (that is, if you hold your stock in your own name) and you wish to attend the Special Meeting, please bring your proxy and evidence of your stock ownership, such as your most recent account statement, to the Special Meeting. You should also bring valid picture identification.

If your shares are held in street name in a stock brokerage account or by another nominee and you wish to attend the Special Meeting, you need to bring a copy of a brokerage or bank statement to the Special Meeting reflecting your stock ownership as of the record date. You should also bring valid picture identification.

Dissenters’ Rights

Under Wisconsin law, holders of the Common Stock will not be entitled to appraisal, dissenters’ or similar rights in connection with any of the Proposals to be considered at the Special Meeting.

PROPOSAL NO. 1: APPROVAL OF INCREASE IN AUTHORIZED COMMON STOCK

Summary of the Proposal

The Board believes it is in the best interest of the Company to amend the Company’s Articles of Incorporation to increase the total number of authorized shares of Common Stock from 154,000,000 shares to 308,000,000 shares (the “Share Increase Amendment”). The Board approved the Share Increase Amendment by a unanimous vote at a meeting held on May 9, 2023, subject to the approval of the Share Increase Proposal by the requisite vote of our shareholders at the Special Meeting, and directed that the Share Increase Proposal be submitted for approval by our shareholders at the Special Meeting. The general description of the Share Increase Amendment set forth below is qualified in its entirety by reference to the text of the Share Increase Amendment set forth in the form of the Articles of Amendment which are attached as Annex A to this Proxy Statement.

With recent shares issued to Frost Gamma Investments Trust in a nominee; (2)private placement, shares issued and reserved pursuant to a purchase agreement dated May 2, 2023 (the “Purchase Agreement”), with Lincoln Park Capital Fund, LLC (“LPC”), and stock option grants, a significant amount of the Company’s common stock available for issuance has been issued, reserved, or is issuable upon exercise of currently outstanding securities. The Company is currently authorized to issue 154,000,000 shares of Common Stock, of which 89,236,732 shares were issued and outstanding as of May 11, 2023 and an additional 25,154,196 were reserved for issuance as of such date. The following table reflects the number of issued and outstanding, reserved and unreserved shares of common stock as of May 11, 2023:

Shares issued and outstanding

89,236,732

Shares reserved for issuance under the Purchase Agreement(1)

800,000

Shares reserved for issuance under issued and outstanding stock options and stock appreciation rights

18,108,038

Additional shares reserved for issuance under equity incentive plans

6,246,158

Total shares of common stock reserved

25,154,196

Unreserved common stock available for issuance

39,609,072

(1)

Reserve for additional commitment shares payable to LPC. No specific reserve has been established for sales under the Purchase Agreement with LPC.

Purpose of the Share Increase Proposal

The Board believes that the Share Increase Proposal is in the Company’s best interest because it increases the number of shares of ourauthorized Common Stock beneficially owned (asby an amount that would provide the Company with flexibility as the need to issue shares of Common Stock may arise in the future. We will need large amounts of capital to support our development and commercialization efforts for our drug candidates, including the Phase 3 COVID-19 confirmatory study for certain COVID-19 patients. If we are unable to secure sufficient capital to fund our operations, we may not be able to continue these efforts and we might have to enter into strategic collaborations that could require us to share commercial rights to one or more of our drug candidates with third parties in ways that we currently do not intend or on terms that may not be favorable to us. Our ability to raise capital through equity financing will be limited if the Share Increase Proposal is not approved by shareholders at the Special Meeting. Potential financing alternatives using additional authorized shares of Common Stock include public or private offerings of Common Stock or equity-linked securities and may include sales of Common Stock under the Company’s Purchase Agreement with LPC or its Sales Agreement with Jefferies.

Under the Purchase Agreement, the Company has the right (but not the obligation) to put its securities to LPC at a maximum aggregate price of $100,000,000. Specifically, under the Purchase Agreement, LPC is

committed to purchase up to an aggregate of $100,000,000 of shares of Common Stock over a 36-month term. The Purchase Agreement allows the Company, on any trading day where the closing sale price of Common Stock is at least $0.25, to direct LPC, by means of a purchase notice to purchase up to 275,000 shares of Common Stock per day, at a per share price equal to the lesser of (i) the lowest sale price on the date for such purchase; or (ii) the arithmetic average of the three lowest closing trade prices for Common Stock during the ten consecutive trading days ending on the trading day that is immediately preceding the purchase. The Company can also direct LPC to purchase an amount of stock equal to 30% of the aggregate shares of Common Stock traded on its principal market on any trading day following a date on which the Company submits a purchase notice to LPC, at a purchase price per share of 97% of the volume-weighted average price for Common Stock traded on its principal market on such date.

On May 12, 2023, the Company entered into an Open Market Sale AgreementSM (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), as sales agent. Under the Sales Agreement, the Company has the right (but not the obligation) to issue and sell through Jefferies, as sales agent and/or principal, shares of Common Stock having an aggregate offering price of up to $75,000,000 (not to exceed the lesser of 39,609,072 shares of Common Stock or the number of authorized, unissued and available shares of Common Stock at any time). The Company is not obligated to sell any shares of Common Stock under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Jefferies will use commercially reasonable efforts consistent with its normal trading and sales practices, to sell shares of Common Stock from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, Jefferies may sell Common Stock by any method permitted by law deemed to be an “at the market offering” as defined by Section 13(d) ofRule 415(a)(4) promulgated under the Securities Exchange Act of 1934) by each1933, as amended. Although the Sales Agreement did not initially require that the Company establish a reserve for issuances under the Sales Agreement, the Company agreed that not later than the date that the Company amends its Articles of Incorporation to increase the number of authorized shares of Common Stock, the Company will establish a reserve of 10,000,000 shares for issuance under the Sales Agreement, and thereafter if at any time the number of shares in such proposed nominee; (3) any other information regardingreserve consists of less than 5,000,000 shares as a result of sales under the Sales Agreement, the Company will promptly cause such proposed nominee that wouldreserve to again consist of 10,000,000 shares in total. As a result, if the Share Increase Proposal is approved at the Special Meeting and the Company files the Articles of Amendment to increase the total number of authorized shares of Common Stock from 154,000,000 shares to 308,000,000 shares, the Company will be required to be disclosed inestablish a definitive proxy statement to shareholders preparedreserve of 10,000,000 shares of Common Stock for issuances under the Sales Agreement.

The availability of additional shares of Common Stock will enhance the Company’s flexibility in connection with an electionpossible future actions, such as financings to raise capital to fund its operations; joint ventures or acquisitions; grants under the Company’s equity incentive plans; and other corporate purposes. The Board will decide whether, when, and on what terms to issue shares in connection with any of directorsthe purposes described above or for any other opportunity or need that may arise, although no further Board approval will be required to issue shares pursuant to Section 14(a)transactions under the Purchase Agreement with LPC or the Sales Agreement with Jefferies. Except as otherwise required by applicable law or stock exchange rules, authorized but unissued shares of Common Stock may be issued at such time for such purposes and for such consideration as the Board may determine to be appropriate, without the expense and delay of calling a shareholders’ meeting to authorize additional shares of Common Stock.

Except as described above, the Company has no arrangements, agreements, or understandings in place at the present time for the issuance or use of the Securities Exchange Actadditional shares of 1934;Common Stock to be authorized pursuant to the Share Increase Proposal.

Rights of Additional Authorized Shares

Any authorized shares of Common Stock, if and (4)when issued, would be part of our existing class of Common Stock and would have the namesame rights and address (businessprivileges as the shares of Common Stock currently

outstanding. The Company’s shareholders do not have preemptive rights with respect to the Common Stock, nor do they have cumulative voting rights. Accordingly, should the Company issue additional shares of Common Stock, existing shareholders would not have any preferential rights to purchase any of such shares, and residential)their percentage ownership of our then-outstanding Common Stock would be reduced.

Effects of Increase in Authorized Shares

The additional authorized but unissued shares of Common Stock may generally be issued from time to time for such proper corporate purposes as may be determined by the Board. The Board does not intend to solicit further shareholder approval prior to the issuance of additional shares of Common Stock, except as may be required by applicable law or stock exchange rules.

The possible future issuance of shares of Common Stock or securities convertible or exercisable into Common Stock could affect our current shareholders in a number of ways. The issuance of new shares of Common Stock will cause immediate dilution of the ownership interests and the voting power of our existing shareholders. New issuances of Common Stock may also affect the amount of dividends, if any, paid to such shareholders and may reduce the share of the proceeds that they would receive upon the future liquidation, if any, of the Company.

In addition, the future issuance of shares of Common Stock or securities convertible or exercisable into shares of Common Stock could:

dilute the market price of the Common Stock, to the extent that the shares of Common Stock are issued and sold at prices below current trading prices, or, if the issuance consists of securities convertible or exercisable into Common Stock, to the extent that the securities provide for the conversion or exercise into Common Stock at prices that could be below current trading prices of the Common Stock, which dilution, in each case, may increase the volatility and affect the market value of the Common Stock;

dilute the earnings per share, if any, and book value per share of the outstanding shares of the Common Stock; and

make the payment of dividends on the Common Stock, if any, potentially more expensive.

Possible Anti-Takeover Effects

The Board is not aware of any attempt, or contemplated attempt, to acquire control of the Company, and the Share Increase Proposal is not being presented with the intent that it be utilized as a type of anti-takeover device or to secure management’s positions within the Company. However, the proposed increase in the authorized Common Stock could be construed as having anti-takeover effects. The availability of a significant amount of authorized but unissued Common Stock could be used by the Board to make more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy contest or other means. Consequently, the Board could use the additional shares of Common Stock to create voting or other impediments or to discourage persons seeking to gain control of the Company. Shares of Common Stock could be sold to purchasers favorable to the Board in opposing a change of control transaction. The existence of the additional shares of authorized Common Stock could have the effect of discouraging unsolicited takeover attempts. The issuance of new shares of Common Stock also could be used to dilute the stock ownership of a person or entity seeking to obtain control of the Company should the Board consider the action of the entity or person not to be in the best interest of the Company’s shareholders.

The Company’s Articles of Incorporation currently provide the Board with the authority to issue shares of Class A Preferred Stock and to determine the preferences, limitations and relative rights of shares of Class A Preferred Stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by the Company’s shareholders. This authority of the Board will not be changed by the

Share Increase Amendment, and the Share Increase Amendment will not increase the total number of shares of Class A Preferred Stock that the Board may determine to issue. The shares of Class A Preferred Stock could be issued with voting, liquidation, dividend and other rights superior to the rights of shares of Common Stock. The potential issuance of Class A Preferred Stock may delay or prevent a change in control of the Company, discourage bids for outstanding shares of Common Stock at a premium over the market price, and adversely affect the market price and the voting and other rights of the holders of the Common Stock.

Required Vote and Board Recommendation

The Share Increase Proposal requires the affirmative vote of the holders of at least two-thirds of the outstanding shares of Common Stock. If a shareholder makingdoes not submit a proxy card, provide proxy instructions by telephone or over the recommendationInternet or vote at the Special Meeting, or if a shareholder submits a proxy card or provides proxy instructions by telephone or over the Internet and affirmatively elects to abstain from voting, it will have the same effect as a vote “AGAINST” the Share Increase Proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE SHARE INCREASE PROPOSAL.

PROPOSAL NO. 2: APPROVAL OF ADJOURNMENT PROPOSAL

Summary of Proposal

The Company’s shareholders are being asked to approve a Proposal providing for the adjournment of the Special Meeting if necessary or appropriate in the view of the Board to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve the Share Increase Proposal described in this proxy statement and to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure to be disseminated to and reviewed by the shareholders of the Company prior to the Special Meeting.

In this Proposal, the Company is asking the Company’s shareholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning the Special Meeting, and any subsequent adjournments, to another time and place. If the Company’s shareholders approve the Adjournment Proposal, the Company could adjourn the Special Meeting, and any adjourned session of the Special Meeting, in any of the circumstances described above to a later date and use the additional time to, among other things, solicit additional proxies in favor of the Share Increase Proposal described in this proxy statement, including the solicitation of proxies from holders of Common Stock that have previously voted against such Proposal. Among other things, approval of the Adjournment Proposal could mean that, even if the Company had received proxies representing a sufficient number of votes against the Share Increase Proposal, the Company could adjourn the Special Meeting without a vote on such Proposal and seek to convince the holders of those shares of Common Stock to change their votes to votes in favor of such Proposal.

The Board believes that if the number of shares of our Common Stock beneficially owned (as definedpresent in person or by Section 13(d)proxy at the Special Meeting and voting in favor of the Securities Exchange Act of 1934) byShare Increase Proposal is not sufficient to approve such Proposal, it is in the shareholder making the recommendation. We may require any proposed nominee to furnish additional information as may be reasonably required to determine the qualifications of such proposed nominee to serve as a directorbest interests of the Company. Shareholder recommendationsshareholders to enable the Board to continue to seek to obtain a sufficient number of additional votes to approve such Proposal. If the Special Meeting is adjourned for the purpose of soliciting additional proxies, shareholders who have already submitted their proxies will be considered only if received no less than 120 days nor more than 150 days beforeable to revoke them at any time prior to their use.

Required Vote and Board Recommendation

The vote on the dateAdjournment Proposal is a vote separate and apart from the vote on the Share Increase Proposal. Accordingly, a shareholder may vote to approve the Share Increase Proposal and vote not to approve the Adjournment Proposal and vice versa. Approval of the proxy statement sent to shareholders in connection with the previous year's annual meeting of shareholders.

The Nominating and Corporate Governance Committee will consider any nominee recommended by a shareholder in accordance with the preceding paragraph under the same criteria as any other potential nominee. The Nominating and Corporate Governance Committee believes that a nominee recommended for a position on our Board of Directors must have an appropriate mix of director characteristics, experience, diverse perspectives and skills. For new potential board members, the Nominating and Corporate Governance Committee will in the first instance consider the independenceadjournment of the potential member andSpecial Meeting, if necessary, including for the appropriate sizepurpose of soliciting additional proxies if a quorum is not present or if there are not sufficient votes in favor of the boardShare Increase Proposal, requires the votes cast favoring the action exceed the votes cast opposing the action. Abstentions and thenbroker non-votes, if any, will have no effect on the qualificationsapproval of the proposed member. QualificationsAdjournment Proposal, while shares of a prospective nominee that may be considered by the Nominating and Corporate Governance Committee include:
personal integrity and high ethical character;
professional excellence;
accountability and responsiveness;
absence of conflicts of interest;
fresh intellectual perspectives and ideas; and
relevant expertise and experience and the ability to offer advice and guidance to management based on that expertise and experience.
We do not have a formal policy for the consideration of diversity by our Nominating and Corporate Governance Committee in identifying nominees for director. Diversity is one of the factors the Nominating and Corporate Governance Committee may consider and in this respect diversity may include race, gender, national origin or other characteristics.
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Board Diversity Matrix
Our Board is one-third female and also one-third non-white. Also, we have a female chairperson of our Audit Committee as well as female and non-white representation on each of the standing committees of our Board of Directors. The table below provides certain highlights of the composition of our Board members and nominees as of January 17, 2023. Each of the categories listed in the below table has the meaning as it is used in NASDAQ Rule 5605(f).
​
Board Diversity Matrix (As of January 17, 2023)
​
​
Total Number of Directors
​​
6
​
​
 
​​
Female
​​
Male
​​
Non-Binary
​​
Gender
Undisclosed
​
​
Gender:
​
​
Number of directors based on gender identity
​​
2
​​
4
​​
 
​​
 
​
​
Demographic Background
Number of directors who identify in any of the categories below:
​
​
African American or Black
​​
 
​​
 
​​
 
​​
 
​
​
Alaskan Native or Native American
​​
 
​​
 
​​
 
​​
 
​
​
Asian
​​
2
​​
 
​​
 
​​
 
​
​
Hispanic or Latinx
​​
 
​​
 
​​
 
​​
 
​
​
Native Hawaiian or Pacific Islander
​​
 
​​
 
​​
 
​​
 
​
​
White
​​
 
​​
4
​​
 
​​
 
​
​
Two or More Races or Ethnicities
​​
 
​​
 
​​
 
​​
 
​
​
LGBTQ+
​​
 
​​
 
​​
 
​​
 
​
​
Did Not Disclose Demographic Background
​​
 
​​
 
​​
 
​​
 
​
Communications between Shareholders and the Board of Directors
We have placed on our website for investors located at www.verupharma.com/investors a description of the procedures for shareholders to communicate with our Board of Directors, a description of our policy for our directors and nominee directors to attend the Annual Meeting and the number of directors who attended last year's annual meeting of shareholders.
Code of Business Ethics
We have adopted a Code of Business Ethics that applies to all of our employees, including our principal executive officer, principal financial officer and principal accounting officer. A copy of the Code of Business Ethics is available on our website for investors which is located at www.verupharma.com/investors. We also intend to disclose any amendments to, or waivers from, the Code of Business Ethics on our website.
Hedging Policy
Our insider trading policy prohibits our directors and employees, including our executive officers, from purchasing any financial instrument, or otherwise engaging in any transaction, that is designed to hedge or offset any decrease in the market value of our Common Stock including prepaid forward contracts, equity swaps, zero-cost collars and forward sale contracts. All transactionsnot in our securities by directors and executive officers must be pre-cleared with our Executive Vice President – General Counsel under our insider trading policy.
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AUDIT COMMITTEE MATTERS
Report of the Audit Committee
The Audit Committee is currently comprised of three members of our Board of Directors. Based upon the review described above under “Corporate Governance Matters — Director Independence,” our Board of Directors has determined that each member of the Audit Committee is independent as defined in the listing standards of the NASDAQ Stock Market and the rules of the SEC. The duties and responsibilities of our Audit Committee are set forth in the Audit Committee Charter.
The Audit Committee has:
reviewed and discussed our audited financial statements for the fiscal year ended September 30, 2022, with our management and with our independent registered public accounting firm;
discussed with our independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC; and
received and discussed with our independent registered public accounting firm the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the audit committee concerning independence.
Based on such review and discussions with management and the independent registered public accounting firm, the Audit Committee recommended to our Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2022 for filing with the SEC.
AUDIT COMMITTEE:
Lucy Lu. M.D. (Chairperson)
Mario Eisenberger, M.D.
Michael L. Rankowitz
Fees of Independent Registered Public Accounting Firm
The following table summarizes the fees we paid for audit and non-audit services rendered by our independent registered public accounting firm, RSM US LLP, during fiscal 2022 and 2021:
Service Type
​​
Fiscal 2022
​​
Fiscal 2021
Audit Fees(1)
​​
$534,900
​​
$479,300
Audit-Related Fees
​​
—
​​
—
Tax Fees(2)
​​
188,900
​​
128,000
All Other Fees
​​
—
​​
—
Total Fees
​​
$723,800
​​
$607,300
(1)
Consists of fees for the audit of the Company’s consolidated financial statements for the years ended September 30, 2022 and 2021, review of financial information included in the Company’s quarterly reports on Form 10-Q for fiscal 2022 and fiscal 2021, fees for the statutory audits of the foreign entities and consents and assistance with documents filed by the Company with the SEC.
(2)
Consists of fees relating to the preparation of the Company's corporate income tax returns and related informational filings, review of foreign tax structuring and preparation of foreign income tax returns.
The Audit Committee of the Board of Directors of the Company considered that the provision of the services and the payment of the fees described above are compatible with maintaining the independence of RSM US LLP.
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The Audit Committee is responsible for reviewing and pre-approving any non-audit services to be performed by our independent registered public accounting firm. The Audit Committee has delegated its pre-approval authority to the Chairperson of the Audit Committee to act between meetings of the Audit Committee. Any pre-approval given by the Chairperson of the Audit Committee pursuant to this delegation is presented to the full Audit Committee at its next regularly scheduled meeting. The Audit Committee or Chairperson of the Audit Committee reviews and, if appropriate, approves non-audit service engagements, taking into account the proposed scope of the non-audit services, the proposed fees for the non-audit services, whether the non-audit services are permissible under applicable law or regulation and the likely impact of the non-audit servicesattendance will have no effect on the independenceoutcome of any vote on the independent registered public accounting firm.Adjournment Proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL.

Each new engagement of our independent registered public accounting firm to perform non-audit services set forth in the table above has been approved in advance by the Audit Committee or the Chairperson of the Audit Committee pursuant to the foregoing procedures.
Audit Committee Financial Expert
Our Board of Directors has determined that one of the members of the Audit Committee, Lucy Lu, M.D. qualifies as an “audit committee financial expert” as defined by the rules of the SEC based on her work experience and education.
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EXECUTIVE OFFICERS
The names of, and certain information regarding, executive officers of the Company who are not directors or director nominees as of the date of this Proxy Statement, are set forth below.
Name
​​
Age
​​
Position
Michele Greco
​​
64
​​
Chief Financial Officer and Chief Administrative Officer of the Company
K. Gary Barnette
​​
55
​​
Chief Scientific Officer of the Company
MICHELE GRECO
Age: 64; Chief Financial Officer and Chief Administrative Officer
Ms. Greco has served as Chief Financial Officer of the Company since March 2018 and as Chief Administrative Officer of the Company since December 2017. Ms. Greco served as Executive Vice President of Finance of the Company from October 2016 to March 2018, as Executive Vice President and Chief Financial Officer of the Company from December 2014 to October 2016 and as Vice President and Chief Financial Officer of the Company from January 2013 to December 2014. Ms. Greco is a CPA with nearly 30 years of experience in public accounting with Ernst & Young LLP. From January 2011 to February 2012, Ms. Greco provided consulting services to Systems Research Incorporated as a recruiter of finance professionals. From March 2009 to January 2011, Ms. Greco was involved in a series of personal business ventures. From 1994 to March 2009, Ms. Greco served as an audit partner with Ernst & Young LLP. Ms. Greco joined Ernst & Young LLP in 1981.
K. GARY BARNETTE
Age: 55; Chief Scientific Officer
Dr. Barnette has served as Chief Scientific Officer of the Company since September 2018. Dr. Barnette served as Senior Vice President of Scientific and Regulatory Affairs of Camargo Pharmaceutical Services (“Camargo”), now part of Premier Research, a provider of drug development services specializing in the 505(b)(2) approval pathway, from October 2016 to September 2018, as Vice President of Scientific and Regulatory Affairs of Camargo from January 2016 to October 2016, and as Vice President of Drug Development of Camargo from May 2012 to January 2016. Dr. Barnette was also the co-founder of GTx, Inc., a men's health and oncology public company, where he served in various roles from 2001 to 2012. From 1998 to 2001, Dr. Barnette worked for Solvay Pharmaceuticals, Inc., eventually serving as Director of Regulatory Affairs. From 1995 until 1998, Dr. Barnette served as Clinical Pharmacology and Biopharmaceutics Reviewer for the U.S. Food and Drug Administration. Dr. Barnette earned his Doctor of Philosophy, Basic Pharmaceutical Sciences from West Virginia University in 1995 and his Bachelor of Science from Salem College in 1989.
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SECURITY OWNERSHIP

The following table sets forth information regarding beneficial ownership of our Common Stock as of January 17,May 11, 2023 with respect to (1) each person known to the Company to own beneficially more than 5% of our Common Stock, (2) each of our named executive officer (as defined below under the heading “Executive Compensation”)officers and each director, and director nominee, and (3) all directors nominees and executive officers as a group.

We have determined beneficial ownership in accordance with the rules of the SEC. Unless otherwise indicated, the persons and entities included in the table have sole voting and investment power with respect to all shares beneficially owned, except to the extent authority is shared by spouses under applicable law. Shares of our Common Stock subject to options that are either currently exercisable or exercisable within 60 days of January 17,May 11, 2023 are treated as outstanding and beneficially owned by the holder for the purpose of computing the percentage ownership of the holder. However, these shares are not treated as outstanding for the purpose of computing the percentage ownership of any other person. This table lists applicable percentage ownership based on 80,623,12889,236,732 shares of Common Stock outstanding as of January 17,May 11, 2023.

 
​​
Common Stock
Name and Address of Beneficial Owner(1)
​​
Number of
Shares
​​
Percent of
Class
Certain Principal Shareholders:
​​
 
​​
 
BlackRock, Inc.(2)
​​
4,211,371
​​
5.2%
Tang Capital Partners, LP(3)
​​
4,130,339
​​
5.1%
 
​​
 
​​
 
Directors, Nominees and Executive Officers:
​​
 
​​
 
Mitchell S. Steiner, M.D., F.A.C.S.(4)
​​
9,215,388
​​
11.2%
Harry Fisch, M.D., F.A.C.S.(5)
​​
8,713,585
​​
10.7%
Mario Eisenberger, M.D.(6)
​​
180,001
​​
*
Michael L. Rankowitz(7)
​​
335,001
​​
*
Lucy Lu, M.D.(8)
​​
56,468
​​
*
Grace Hyun, M.D.(9)
​​
68,125
​​
*
K. Gary Barnette(10)
​​
761,742
​​
*
All directors and executive officers, as a group (8 persons)(11)
​​
20,376,983
​​
23.9%

   Common Stock 

Name and Address of Beneficial Owner (1)

  Number
of Shares		   Percent of
Class		 

Certain Principal Shareholders:

    

Perceptive Advisors LLC (2)

   7,858,011    8.8% 

Morgan Stanley (3)

   7,285,006    8.2% 

Frost Gamma Investments Trust (4)

   5,000,253    5.6% 

BlackRock, Inc. (5)

   4,654,892    5.2% 

Directors and Executive Officers:

    

Mitchell S. Steiner, M.D., F.A.C.S. (6)

   9,315,388    9.9% 

Harry Fisch, M.D., F.A.C.S. (7)

   8,780,252    9.3% 

Mario Eisenberger, M.D. (8)

   180,001     * 

Michael L. Rankowitz (9)

   335,001     * 

Lucy Lu, M.D. (10)

   79,801     * 

Grace Hyun, M.D. (11)

   71,459     * 

K. Gary Barnette (12)

   828,409     * 

All directors and executive officers, as a group (8 persons) (13)

   20,670,318    21.9% 

*

Less than 1 percent.

(1)

Unless otherwise indicated, the address of each beneficial owner is 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

(2)

Perceptive Advisors LLC (“Perceptive Advisors”), Joseph Edelman (“Mr. Edelman”) and Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”), 51 Astor Place, 10th Floor, New York, NY 10003, filed a Schedule 13G on February 14, 2023 reporting that they beneficially owned 7,858,011 shares of Common Stock. The Master Fund directly holds 7,858,011 Common Shares. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.

(3)

Morgan Stanley and Morgan Stanley Capital Services LLC, 1585 Broadway, New York, NY 10036, filed a Schedule 13G on February 10, 2023 reporting that Morgan Stanley beneficially owned 7,285,006 shares of Common Stock. Morgan Stanley has shared voting power as to 6,926,579 shares of Common Stock and shared investment power as to 7,285,006 shares of Common Stock. Morgan Stanley Capital Services LLC has shared voting and shared investment power as to 6,880,565 shares of Common Stock.

(4)

Frost Gamma Investments Trust and Dr. Phillip Frost, M.D. (collectively, “Frost”), 4400 Biscayne Boulevard, Miami, FL 33137, filed a Schedule 13G on April 19, 2023, reporting that it was the beneficial owner of 5,000,253 shares of Common Stock. The shares of Common Stock beneficially owned by Frost consist of 5,000,253 shares of Common Stock as to which it hsas shared investment power and shared voting power.

(5)

BlackRock, Inc. and on behalf of certain of its affiliates (collectively, “BlackRock”), 55 East 52nd Street, New York, NY 10055, filed a Schedule 13G13G/A on February 7, 2022,10, 2023, reporting that it was the beneficial owner of 4,211,3714,654,892 shares of Common Stock. The shares of Common Stock beneficially owned by BlackRock include 4,211,3714,654,892 shares of Common Stock as to which BlackRock has sole investment power and 4,145,6454,576,752 shares of Common Stock as to which BlackRock has sole voting power.

(3)
(6)		Tang Capital Partners, LP, Tang Capital Management, LLC and Kevin Tang (collectively, “Tang Capital”), 4747 Executive Drive, Suite 210, San Diego, CA 92121, filed a Schedule 13G on June 6, 2022 reporting that Tang Capital beneficially owned 4,130,339 shares of Common Stock., with shared investment power and voting power as to all such shares.
(4)

Consists of (a) 7,184,767 shares of Common Stock owned directly by Dr. Steiner, (b) 190,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner'sSteiner’s adult children of which Dr. Steiner'sSteiner’s brother is the trustee, and (c) 1,840,6211,940,621 shares of Common Stock subject to stock options.

(5)
(7)

Consists of (a) 222,881 shares of Common Stock held directly by Dr. Fisch, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 710,464777,131 shares of Common Stock subject to stock options.

(6)
(8)

Consists of 180,001 shares of Common Stock subject to stock options.

(7)
(9)

Consists of (a) 100,000 shares of Common Stock owned directly by Mr. Rankowitz and (b) 235,001 shares235,001shares of Common Stock subject to stock options.

(8)
(10)

Consists of (a) 9,800 shares of Common Stock owned directly by Dr. Lu and (b) 46,66870,001 shares of Common Stock subject to stock options.

(9)
(11)

Consists of (a) 14,790 shares of Common Stock owned directly by Dr. Hyun and (b) 53,33556,669 shares of Common Stock subject to stock options.

(10)
(12)

Consists of 761,742828,409 shares of Common Stock subject to stock options.

(11)
(13)

Includes (a) 190,000 shares of Common Stock held in trusts for the benefit of Dr. Steiner'sSteiner’s adult children of which Dr. Steiner'sSteiner’s brother is the trustee, (b) 541,144 shares of Common Stock held jointly by Dr. Fisch and his spouse, (c) 7,239,096 shares of Common Stock held by K&H Fisch Family Partners, LLC, of which Dr. Fisch is the sole manager, and (d) 4,778,3275,071,662 shares of Common Stock subject to stock options.

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The above beneficial ownership information is based on information furnished by the specified persons and is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, as required for purposes of this Proxy Statement. This information should not be construed as an admission of beneficial ownership for other purposes.

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who own more than 10% of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the SEC on Forms 3, 4 and 5. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Forms 3, 4 and 5 they file.
Based solely on a review of the copies of such forms furnished to the Company, or written representations that no Forms 5 were required, the Company believes that during the fiscal year ended September 30, 2022 all reports required by Section 16(a) to be filed by the Company's officers, directors and more than 10% shareholders were filed on a timely basis.
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EXECUTIVE COMPENSATION
Summary Compensation Table
The table shown below provides information for the Company's last two fiscal years regarding compensation paid by the Company to the person who served as Chief Executive Officer during fiscal 2022 and the two other most highly compensated executive officers of the Company based on their total compensation during fiscal 2022. The individuals listed in this table are referred to elsewhere in this proxy statement as the “named executive officers.”
Name and Principal Position
​​
Year
​​
Salary
​​
Bonus(1)
​​
Option
Awards(2)
​​
Nonequity Incentive
Plan Compensation(3)
​​
All Other
Compensation(4)
​​
Total(6)
Mitchell S. Steiner,
Chairman, President and Chief Executive Officer
​​
2022
​​
$760,735
​​
$15,000
​​
$4,576,284
​​
$725,962
​​
$18,300
​​
$6,096,281
​
2021
​​
$618,000
​​
—
​​
$578,772
​​
$790,298
​​
$17,997
​​
$2,005,067
 
​​
​​
​​
​​
​​
​​
​​
Harry Fisch,
Vice Chairman and Chief Corporate Officer(5)
​​
2022
​​
$467,362
​​
$15,000
​​
$2,453,160
​​
$226,449
​​
—
​​
$3,161,971
 
​​
​​
​​
​​
​​
​​
​​
K. Gary Barnette,
Chief Scientific Officer
​​
2022
​​
$553,817
​​
$15,000
​​
$2,462,115
​​
$317,029
​​
$18,300
​​
$3,366,201
​
2021
​​
$397,500
​​
—
​​
$180,866
​​
$226,706
​​
$12,496
​​
$817,568
(1)
Cash bonus awarded to certain employees in recognition of the Company’s completion of the Phase 3 clinical trial evaluating sabizabulin as a treatment in certain hospitalized COVID-19 patients.
(2)
We have used equity incentive compensation in the form of grants of stock options subject to time-based vesting criteria to further achieve our goals of aligning our shareholders’ interests with those of our named executive officers and to promote our executive retention objectives. The amount in this column equals the grant date fair value of the award, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 718. Assumptions used in the calculation of the grant date fair value are included in Note 11 to our audited consolidated financial statements, included in our Annual Report on Form 10-K filed with the SEC on December 5, 2022. During 2022, in addition to the annual option awards, equity incentive compensation in the form of grants of stock options were awarded to certain employees in recognition of the Company’s completion of the Phase 3 clinical trial evaluating sabizabulin as a treatment in certain hospitalized COVID-19 patients. Below is additional information regarding the option awards granted in 2021 and 2022:
 
​​
 
​​
Annual Option Award
​​
Discretionary Bonus Award
​​
All Option
Awards
Name
​​
Year
​​
Number of
Shares
Underlying
Options
Granted
​​
Grant
Date Fair
Value Per
Share
​​
Total Grant
Date Fair
Value of
Award
​​
Number of
Shares
Underlying
Options
Granted
​​
Grant Date
Fair Value
Per Share
​​
Total Grant
Date Fair
Value of
Award
​​
Total Grant
Date Fair
Value
Mitchell S. Steiner
​​
2022
​​
360,000
​​
$5.5964
​​
$2,014,704
​​
300,000
​​
$8.5386
​​
$2,561,580
​​
$4,576,284
​
2021
​​
360,000
​​
$1.6077
​​
$578,772
​​
—
​​
$—
​​
$—
​​
$578,772
 
​​
​​
​​
​​
​​
​​
​​
​​
Harry Fisch
​​
2022
​​
133,200
​​
$5.5964
​​
$745,440
​​
200,000
​​
$8.5386
​​
$1,707,720
​​
$2,453,160
 
​​
​​
​​
​​
​​
​​
​​
​​
K. Gary Barnette
​​
2022
​​
134,800
​​
$5.5964
​​
$754,395
​​
200,000
​​
$8.5386
​​
$1,707,720
​​
$2,462,115
​
2021
​​
112,500
​​
$1.6077
​​
$180,866
​​
—
​​
$—
​​
$—
​​
$180,866
(3)
The Company has an annual incentive bonus program which provides participating named executive officers with the opportunity to receive annual payouts in cash and/or options to purchase shares of Common Stock. Participants are eligible to receive payouts upon achievement of corporate goals and individual goals. Corporate goals for fiscal 2021 and fiscal 2022 included specific objectives relating to general corporate matters, product development for our drug candidates and our FC2 and ENTADFI businesses. Payouts are equal to each participant's target amount multiplied by the weighted percentage achievement of the corporate goals and the participant's individual goals. All of the payout in fiscal 2021 and fiscal 2022 to all executive officers was made in cash.
(4)
The amount of “All Other Compensation” consists of matching contributions by the Company under the Company's retirement plan for its employees.
(5)
Dr. Fisch has served as the Chief Corporate Officer since January 2018 and was determined to be an executive officer effective March 29, 2022. Dr. Fisch's compensation during 2022 includes compensation received as an employee prior to the determination that he is an executive officer.
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(6)
Total compensation in 2022 includes a discretionary bonus in the form of cash and equity compensation, approved by the compensation committee, in recognition of the Company’s completion of the Phase 3 clinical trial evaluating sabizabulin as a treatment in certain hospitalized COVID-19 patients. Below is additional detail regarding total compensation in 2021 and 2022:
 
​​
 
​​
Total
Compensation
​​
Discretionary Bonus
​​
Total compensation
excluding
discretionary bonus
Name
​​
Year
​​
Cash
​​
Option Awards
​
Mitchell S. Steiner
​​
2022
​​
$6,096,281
​​
$15,000
​​
$2,561,580
​​
$3,519,701
​
2021
​​
$2,005,067
​​
$—
​​
$—
​​
$2,005,067
 
​​
​​
​​
​​
​​
Harry Fisch
​​
2022
​​
$3,161,971
​​
$15,000
​​
$1,707,720
​​
$1,439,251
 
​​
​​
​​
​​
​​
K. Gary Barnette
​​
2022
​​
$3,366,201
​​
$15,000
​​
$1,707,720
​​
$1,643,481
​
2021
​​
$817,568
​​
$—
​​
$—
​​
$817,568
Equity Awards
During the fiscal year ended September 30, 2022, the Company granted stock options to the named executive officers as set forth in the table below. No stock options were exercised by the named executive officers during the fiscal year ended September 30, 2022. All options vest upon the occurrence of a “change of control” (as defined in the applicable Equity Incentive Plan).
The following table provides information regarding stock options held by the named executive officers at September 30, 2022.
 
​​
Option Awards
 
​​
Number of Shares Underlying
Unexercised Options
​​
Option Exercise
Price
​​
Option
Expiration Date
Name
​​
Exercisable
​​
Unexercisable
​
Mitchell S. Steiner
​​
350,000
​​
—
​​
$1.20
​​
8/2/2027
​
188,419
​​
—
​​
$1.22
​​
12/14/2027
​
210,800
​​
—
​​
$1.89
​​
5/2/2028
​
125,802
​​
—
​​
$1.38
​​
12/11/2028
​
215,600
​​
—
​​
$1.60
​​
5/13/2029
​
233,334
​​
116,666(1)
​​
$1.92
​​
11/14/2029
​
40,000
​​
—
​​
$2.75
​​
11/13/2030
​
120,000
​​
240,000(2)
​​
$2.75
​​
11/13/2030
​
—
​​
360,000(3)
​​
$8.35
​​
11/3/2031
​
 
​​
300,000(4)
​​
$11.21
​​
4/22/2032
 
​​
​​
​​
​​
Harry Fisch
​​
55,000
​​
—
​​
$1.20
​​
8/2/2027
​
54,000
​​
—
​​
$1.89
​​
5/2/2028
​
37,395
​​
—
​​
$1.38
​​
12/11/2028
​
99,000
​​
—
​​
$1.60
​​
5/13/2029
​
68,000
​​
34,000(1)
​​
$1.92
​​
11/14/2029
​
123,552
​​
—
​​
$1.92
​​
11/14/2029
​
125,117
​​
—
​​
$2.75
​​
11/13/2030
​
35,000
​​
70,000(2)
​​
$2.75
​​
11/13/2030
​
—
​​
133,200(3)
​​
$8.35
​​
11/3/2031
​
—
​​
200,000(4)
​​
$11.21
​​
4/22/2032
 
​​
 
��​
 
​​
 
​​
 
K. Gary Barnette
​​
300,000
​​
—
​​
$1.87
​​
9/4/2028
​
99,000
​​
—
​​
$1.60
​​
5/13/2029
​
70,000
​​
35,000(1)
​​
$1.92
​​
11/14/2029
​
137,808
​​
—
​​
$1.92
​​
11/14/2029
​
37,500
​​
75,000(2)
​​
$2.75
​​
11/13/2030
​
—
​​
134,800(3)
​​
$8.35
​​
11/3/2031
​
—
​​
200,000(4)
​​
$11.21
​​
4/22/2032
(1)
Options for the shares vest on November 14, 2022.
(2)
Options for one-half of the shares vest on each of November 13, 2022 and November 13, 2023.
(3)
Options for one-third of the shares vest on each of November 3, 2022, November 3, 2023 and November 3, 2024.
(4)
Options for one-third of the shares vest on each of April 22, 2023, April 22, 2024 and April 22, 2025.
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Employment Agreements
The Company entered into an Employment Agreement with Dr. Steiner on April 5, 2016 that took effect on October 31, 2016 (as amended on July 18, 2016 and November 4, 2016, the “Steiner Employment Agreement”). Under the Steiner Employment Agreement, Dr. Steiner's position with the Company is President and Chief Executive Officer. The initial term of the Steiner Employment Agreement was for three years from October 31, 2016, with automatic one-year renewals thereafter. The Steiner Employment Agreement is still in effect. Pursuant to the Steiner Employment Agreement, Dr. Steiner receives a minimum annual base salary of $375,000, is eligible to receive an annual bonus under the Company's annual incentive bonus program and is entitled to participate in our equity incentive plans. Dr. Steiner is also entitled to participate in all of our employee benefit plans, practices and programs on a basis no less favorable than other similarly situated employees. In the event that Dr. Steiner's employment is terminated by the Company without “cause” or by Dr. Steiner for “good reason” (each as defined in the Steiner Employment Agreement), Dr. Steiner will be entitled to continuation of his base salary and medical and dental insurance coverage for a period of one year following termination. The Steiner Employment Agreement contains customary noncompetition, nonsolicitation and nondisclosure covenants on the part of Dr. Steiner.
The Company and Dr. Fisch are parties to an Employment Agreement dated as of December 31, 2017 (the “Fisch Employment Agreement”). Under the Fisch Employment Agreement, Dr. Fisch's position with the Company is Chief Corporate Officer. The Fisch Employment Agreement does not have a definite term. Pursuant to the terms of the Fisch Agreement, Dr. Fisch will receive a minimum annual base salary of $180,000 and is eligible to receive an annual bonus equal to 45% of his base salary under the Company's annual incentive bonus program. Dr. Fisch is also entitled to participate in all of our employee benefit plans, practices and programs on a basis no less favorable than other similarly situated employees. In the event that Dr. Fisch's employment is terminated by the Company without “cause” or by Dr. Fisch for “good reason” (each as defined in the Fisch Employment Agreement), Dr. Fisch is entitled to continuation of his base salary for a period of six months following termination, payment of any unpaid annual bonus for any completed fiscal year, payment of a pro-rated payment of his target bonus for the year in which the termination occurs and continuation of medical and dental insurance coverage until the earliest of (i) six months following termination, (ii) the date Dr. Fisch is no longer eligible to receive COBRA or comparable state law continuation coverage or (iii) the date on which Dr. Fisch becomes eligible to receive substantially similar coverage from another employer or another source. If Dr. Fisch's employment is terminated by the Company without “cause” or by Dr. Fisch for “good reason” within six months following a “change in control” (as defined in the Fisch Employment Agreement), then in addition to the benefits described in the preceding sentence Dr. Fisch is entitled to the accelerated vesting of all unvested equity compensation awards. The Fisch Employment Agreement contains customary noncompetition, nonsolicitation and nondisclosure covenants on the part of Dr. Fisch.
The Company and Dr. Barnette are parties to an Employment Agreement dated as of September 4, 2018 (the “Barnette Employment Agreement”). Under the Barnette Employment Agreement, Dr. Barnette's position with the Company is Chief Scientific Officer. The Barnette Employment Agreement does not have a definite term. Pursuant to the terms of the Barnette Employment Agreement, Dr. Barnette receives a minimum annual base salary of $330,000, is eligible to receive an annual bonus equal to 45% of his base salary under the Company's annual incentive bonus program and is entitled to participate in our equity incentive plans. Dr. Barnette is also entitled to participate in all of our employee benefit plans, practices and programs on a basis no less favorable than other similarly situated employees. In the event that Dr. Barnette's employment is terminated by the Company without “cause” or by Dr. Barnette for “good reason” (each as defined in the Barnette Employment Agreement), Dr. Barnette will be entitled to continuation of his base salary for a period of six months following termination, payment of any unpaid annual bonus for any completed fiscal year, payment of a pro-rated payment of his target bonus for the year in which the termination occurs and continuation of medical and dental insurance coverage until the earliest of (i) six months following termination, (ii) the date Dr. Barnette is no longer eligible to receive COBRA or comparable state law continuation coverage or (iii) the date on which Dr. Barnette becomes eligible to receive substantially similar coverage from another employer or another source. If Dr. Barnette's employment is terminated by the Company without “cause” or by Dr. Barnette for “good reason” within six months following a “change in control” (as defined in the Barnette Employment Agreement), then in addition to the benefits described in the preceding sentence Dr. Barnette will be entitled to the accelerated vesting of all unvested equity compensation awards. The Barnette Employment Agreement contains customary noncompetition, nonsolicitation and nondisclosure covenants on the part of Dr. Barnette.
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DIRECTOR COMPENSATION AND BENEFITS
Overview
The Company does not currently have any arrangement in place to pay a retainer or other cash compensation to non-employee directors generally for their service as Board members. Non-employee directors are eligible to participate in our equity incentive plans and each non-employee director received a stock option award in November 2021.
Director Summary Compensation Table
The following table provides information concerning the compensation paid by the Company in fiscal 2022 to each person who served as a director during fiscal 2022 who was not an executive officer of the Company on September 30, 2022.
Name
​​
Option
Awards(1)
​​
Total
Mario Eisenberger
​​
$391,748
​​
$391,748
Lucy Lu, M.D.
​​
$391,748
​​
$391,748
Michael L. Rankowitz
​​
$391,748
​​
$391,748
Grace Hyun, M.D.
​​
$325,268
​​
$325,268
(1)
The amounts reflect the grant date fair value of the stock option awards during fiscal 2022, computed in accordance with ASC Topic 718.
As of September 30, 2022, the directors listed on the Director Summary Compensation Table who are not named executive officers held the following number of stock options:
​​
Option Awards
Name
​​
Vested
​​
Unvested
Mario Eisenberger
​​
115,000
​​
135,000(1)
Lucy Lu, M.D.
​​
23,334
​​
116,666(2)
Michael L. Rankowitz
​​
170,000
​​
135,000(3)
Grace Hyun, M.D.
​​
18,334
​​
96,666(4)
(1)
Represents (a) 18,334 stock options that vest on November 14, 2022, (b) 46,666 stock options that vest one-half on each of November 13, 2022 and November 13, 2023, and (c) 70,000 stock options that vest one-third on each of November 3, 2022, November 3, 2023 and November 3, 2024.
(2)
Represents (a) 46,666 stock options that vest one-half on each of on each of May 14, 2023 and May 14, 2024, and (b) 70,000 stock options that vest one-third on each of November 3, 2022, November 3, 2023 and November 3, 2024.
(3)
Represents (a) 18,334 stock options that vest on November 14, 2022, (b) 46,666 stock options that vest one-half on each of November 13, 2022 and November 13, 2023, and (c) 70,000 stock options that vest one-third on each of November 3, 2022, November 3, 2023 and November 3, 2024.
(4)
Represents (a) 33,333 stock options that vest one-half on each of November 13, 2022 and November 13, 2023, (b) 3,333 stock options that vest one-half on each of March 23, 2023, and March 23, 2024, (c) 55,000 stock options that vest one-third on each of November 3, 2022, November 3, 2023 and November 3, 2024, and (d) 5,000 stock options that vest one-third on each of March 29, 2023, March 29, 2024 and March 29, 2025.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The daughter of Dr. Mitchell S. Steiner, the Chairman, President and Chief Executive Officer of the Company, is employed by the Company in a non-executive officer position and earned total compensation of $337,000 for her services in fiscal 2022.
The son of Dr. Harry Fisch, the Vice Chairman of the Board and Chief Corporate Officer of the Company, is employed by the Company in a non-executive officer position and earned total compensation of $396,000 for his services in fiscal 2022.
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PROPOSAL 2: RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of our Board of Directors has appointed RSM US LLP, independent registered public accounting firm, as auditors to audit our financial statements for the fiscal year ending September 30, 2023. Our Board of Directors proposes that the shareholders ratify this appointment. RSM US LLP audited our financial statements for the fiscal year ended September 30, 2022. We expect that representatives of RSM US LLP will be present at the Annual Meeting, with the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions.
In the event that ratification of the appointment of RSM US LLP as the independent registered public accounting firm for the Company is not obtained at the Annual Meeting, the Audit Committee of our Board of Directors will reconsider its appointment, and may retain that firm or another firm without resubmitting the matter to our shareholders. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different firm at any time if it determines that such change would be in our best interests.
Under Wisconsin law, the ratification of the appointment of the independent registered public accounting firm requires the number of votes cast in favor of this proposal, whether in person or by proxy, to exceed the number of votes cast against this proposal, assuming a quorum is present.
The Board of Directors recommends that shareholders vote FOR the ratification of RSM US LLP as the independent registered public accounting firm for the Company for the fiscal year ending September 30, 2023.
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PROPOSAL 3: NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
Summary of the Proposal
We believe that our compensation policies and procedures, which are reviewed and approved by our Compensation Committee, are designed to align our named executive officers’ compensation with our short-term and long-term performance and to provide the compensation and incentives needed to attract, motivate and retain key executives who are important to our continued success. The Compensation Committee periodically reviews all elements of our executive compensation program and takes any steps it deems necessary to continue to fulfill the objectives of our compensation programs.
Shareholders are encouraged to carefully review the “Executive Compensation” section of this Proxy Statement for a detailed discussion of our executive compensation programs. These programs have been designed to promote a performance-based culture which aligns the interests of our named executive officers with the interests of the shareholders. This includes annual incentive compensation based on achievement of corporate goals and individual goals.
We believe shareholders should consider the following in determining whether to approve this proposal:
Clear and Straightforward Compensation Program. The compensation program for our named executive officers is clear and straightforward. Nearly all of the compensation to our named executive officers is based on only three components: base salary, annual performance awards and equity incentive awards. Under exceptional circumstances the Compensation Committee has the authority to award discretionary bonuses outside of the annual performance award program.
Pay-for-Performance. A significant portion of the compensation payable to our named executive officers is based on performance. The Company has an annual incentive bonus program which provides participating named executive officers with the opportunity to receive annual payouts in cash. Participants are eligible to receive payouts upon achievement of corporate goals and individual goals. Corporate goals for fiscal 2021 and fiscal 2022 included specific objectives relating to general corporate matters, product development for our drug candidates and the FC2 and ENTADFI businesses. Payouts are equal to each participant's target amount multiplied by the weighted percentage achievement of the corporate goals, corporate stretch goals, and the participant's individual goals. Payout could exceed 100% of the target amount through the achievement of corporate stretch goals. In fiscal 2022, the Compensation Committee awarded a discretionary bonus of cash and equity compensation in the form of grants of stock options in recognition of the Company’s completion of the Phase 3 clinical trial evaluating sabizabulin as a treatment in certain hospitalized COVID-19 patients.
Equity Incentive Awards. We have used equity incentive compensation in the form of grants of stock options subject to time-based vesting criteria to further achieve our goals of aligning our shareholders’ interests with those of our named executive officers and to promote our executive retention objectives.
No Perquisites. We do not offer perquisites to our named executive officers.
No SERP Benefits. We do not offer supplemental retirement benefits to any of our named executive officers. The only retirement benefit we offer to our named executive officers is voluntary participation in a 401(k) retirement plan.
For the reasons discussed above, the Board recommends that the shareholders vote in favor of the following resolution:
“RESOLVED, that the compensation paid to our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation tables and narrative discussion, is hereby APPROVED.”
Because this shareholder vote is advisory, it will not be binding on the Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
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Vote Required for Approval
The approval of the non-binding advisory proposal on our executive compensation described in this Proxy Statement requires the votes cast in person or by proxy, and entitled to vote thereon, for this proposal to exceed the votes cast against this proposal. Abstentions and broker non-votes will not count toward the determination of whether this proposal is approved and will have no impact on the vote.
Board of Directors Recommendation
The Board of Directors recommends a vote FOR the non-binding advisory resolution approving our executive compensation.
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PROPOSAL 4: NON-BINDING ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION
Summary of the Proposal
This is the fifth time that we are submitting a proposal for “Say on Pay” to our shareholders pursuant to Proposal 3 as required by the Dodd-Frank Act and SEC rules and regulations. The Dodd-Frank Act also requires that we submit to a vote of our shareholders once every six years a non-binding advisory proposal on the frequency of future “Say on Pay” votes. Shareholders may vote on an advisory basis as to whether future “Say on Pay” votes should occur every 1, 2 or 3 years.
The enclosed proxy allows shareholders to vote for 1, 2 or 3 years for the non-binding advisory proposal for the frequency of future “Say on Pay” votes, or to abstain. The Board of Directors recommends that shareholders vote for every “3 years” for the non-binding advisory proposal on the frequency of future advisory votes on executive compensation because:
a vote every three years is more closely aligned with the goal of our compensation programs to support long-term term value creation and to incentivize and reward performance over a multi-year period. We believe having triennial votes will allow shareholders to better judge our programs in relation to our long-term performance and will foster a more long-term view of our compensation programs by our shareholders;
triennial votes will offer us the time to fully consider the results of “Say on Pay” votes and thoughtfully develop appropriate responses; and
we believe that our shareholders already have available avenues to provide us with input on our compensation programs on an annual or more frequent basis by pursuing shareholder proposals or communicating directly with our Board of Directors.
Because this shareholder vote is advisory, it will not be binding on the Board of Directors. However, the Board of Directors will take into account the outcome of the vote when considering the frequency of future “Say on Pay” votes.
Vote Required for Approval
Shareholders may vote on an advisory basis as to whether future “Say on Pay” votes should occur every 1, 2 or 3 years, or may abstain. A plurality of the votes cast is required for the approval of the choice among every 1, 2 or 3 years for this proposal. This means that whichever of 1, 2 or 3 years receives the most votes will be approved. Abstentions and broker non-votes will not count toward the determination of whichever of 1, 2 or 3 years is approved.
Board of Directors Recommendation
The Board of Directors recommends a vote FOR approval of every "3 years" for the non-binding advisory proposal on the frequency of future advisory votes on executive compensation. Although the Board of Directors recommends that you vote for every "3 years," the enclosed proxy allows you to vote for 1, 2 or 3 years, or to abstain. You are not voting simply to approve or disapprove the Board of Directors' recommendation.
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SHAREHOLDER PROPOSALS

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PROPOSALS FOR 2024 ANNUAL MEETING
Any shareholder who desires to submit a proposal for inclusion in the proxy materials for the 2024 Annual Meeting of Shareholders in accordance with Rule 14a-8 must submit the proposal in writing c/o Secretary, Veru Inc., 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127. We must receive a proposal by September 29, 2023 (120 days prior to the anniversary of the mailing date of this Proxy Statement)the proxy statement for the 2023 Annual Meeting of Shareholders) in order to consider it for inclusion in the proxy materials for the 2024 Annual Meeting of Shareholders.

Shareholder proposals that are not intended to be included in the proxy materials for the 20232024 Annual Meeting of Shareholders, but that are to be presented by a shareholder from the floor are subject to advance notice provisions in our by-laws. According to our by-laws, in order to be properly brought before the meeting, a proposal not intended for inclusion in our proxy materials must be received at our principal offices no later than December 29, 2023, which is 90 calendar days prior to the anniversary of this year's meetingthe date of the 2023 Annual Meeting of Sharehohlders, and no earlier than November 29, 2023, which is 120 calendar days prior to the anniversary of this year's meetingthe date of the 2023 Annual Meeting of Shareholders, and the notice must set forth the following: (a) a representation that the person sending the notice is a shareholder of record on the record date for the meeting and will remain such through the meeting date, (b) the name and address of such shareholder, (c) the number of shares of our Common Stock which are beneficially owned by such shareholder and any other ownership interest of the shareholder in shares of our Common Stock, whether economic or otherwise, including derivatives and hedges, (d) a representation that such shareholder intends to appear in person or by proxy at such meeting to make the nomination or move the

consideration of other business set forth in the notice, (e) if the proposal relates to any business to be brought before the meeting other than election of directors, a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting and any material interest of the shareholder in such business, and (f) if the proposal relates to the nomination of a candidate for election as director, the name, age, address (business and residence), principal occupation or employment of each nominee, the number of shares of our Common Stock beneficially owned by each nominee and any other ownership interest by such person in shares of our Common Stock, whether economic or otherwise, including derivatives and hedges and any other information relating to each nominee that would be required to be disclosed in a definitive proxy statement to shareholders prepared in connection with an election of directors pursuant to Section 14(a) of the Securities Exchange Act of 1934. If the notice does not comply with the requirements set forth in our by-laws, the chairman of the meeting may refuse to acknowledge the matter. If the chairman of the meeting decides to present a proposal despite its untimeliness, the people named in the proxies solicited by the Board of Directors for the 2024 Annual Meeting of Shareholders will have the right to exercise discretionary voting power with respect to such proposal.

In addition to satisfying the requirements under our by-laws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must also provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than January 28, 2024, which is 60 calendar days prior to the anniversary of the date of the 2023 Annual Meeting of Shareholders.

OTHER MATTERS

We do not know of any business that will be presented for consideration or action by the shareholders at the Special Meeting other than that described in this year'sproxy statement. If, however, any other business is properly brought before the meeting, date.

ANNUAL REPORT
We are required to file an Annual Report, called a Form 10-K,shares represented by proxies will be voted in accordance with the SEC. A copybest judgment of the Annual Report on Form 10-Kpersons named in the proxies or their substitutes.

This document is a proxy statement of the Company for the fiscal year ended September 30, 2022 willSpecial Meeting. The Company has not authorized anyone to give any information or make any representation about the Proposals or the Company that is different from, or in addition to, the information or representations contained in this proxy statement. Therefore, if anyone does give you information or representations of this sort, you should not rely on it or them. The information contained in this proxy statement speaks only as of the date of this document unless the information specifically indicates that another date applies.

Annex A

ARTICLES OF AMENDMENT TO THE

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

VERU INC.

1.    The name of the Corporation is Veru Inc.

2.    The amendment adopted relates to Article V of the Amended and Restated Articles of Incorporation. The first portion of Article V is amended to read as follows:

ARTICLE V

The aggregate number of shares which the Corporation shall have the authority to issue is 313,015,000 shares consisting of:

(a)    308,000,000 shares designated as “Common Stock” with a par value of $0.01 per share;

(b)    5,000,000 shares designated as “Class A Preferred Stock” with a par value of $0.01 per share; and

(c)    15,000 shares designated as “Class B Preferred Stock” with a par value of $0.50 per share and the relative rights, preferences and privileges of each class shall be provided without chargeas follows:

The remainder of Article V, as previously amended, remains unchanged.

3.    The foregoing amendment to the Amended and Restated Articles of Incorporation of the Corporation, was approved and adopted by the Board of Directors of the Corporation on written requestMay 9, 2023 and the shareholders of any shareholder whosethe Corporation on July 24, 2023 in accordance with Section 180.1003 of the Wisconsin Business Corporation Law.

Dated this          day of             , 2023.

VERU INC.
BY

Mitchell S. Steiner, Chairman, President and Chief Executive Officer

This document was drafted by Christopher M. Hruska, Esq.

Please return this document to:

Tanya R. Braga, Paralegal

Reinhart Boerner Van Deuren s.c.

1000 North Water Street, Suite 1700

Milwaukee, WI 53202

(414) 298-8354

tbraga@reinhartlaw.com

    VERU INC.

    ATTN: MICHAEL J. PURVIS

    2916 N. Miami Avenue, Suite

    1000

    MIAMI, FL 33127

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on July 23, 2023. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on July 23, 2023. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

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DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

The Board of Directors recommends you vote FOR proposals 1 and 2:ForAgainstAbstain

1.  To approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock of the Company from 154,000,000 to 308,000,000.

☐☐☐

2.  To approve the adjournment of the special meeting if necessary or appropriate in the view of the Company’s board of directors, including to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve Proposal 1.

☐☐☐
NOTE: In their discretion, the proxies are authorized to vote upon such other matters as may properly come before the meeting.
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]

Date    

Signature (Joint Owners)

Date    

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting:

The Notice and Proxy Statement are available at www.proxyvote.com

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VERU INC.

Special Meeting of Shareholders

July 24, 2023 09:00 AM EDT

This proxy is being solicited by the Board of Directors. Directors

The written request shouldshareholder(s) hereby appoint(s) Mitchell S. Steiner and Michele Greco, or either of them, as proxies, each with the power to appoint his or her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this proxy, all of the shares of Common Stock of VERU INC. that the shareholder(s) is/are entitled to vote at the Special Meeting to be directed to: Secretary,held at 09:00 AM, EDT on July 24, 2023, at Veru Inc., 2916 N. Miami Avenue, Suite 1000, Miami, Florida 33127.

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FL 33127, and any adjournment or postponement thereof.

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EXPENSES OF SOLICITATION
The costundersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and accompanying Proxy Statement, ratifies all that said proxies or their substitutes may lawfully do by virtue hereof, and revokes all former proxies. Please sign exactly as your name appears hereon, date and return this solicitation of proxiesproxy.

This proxy, when properly executed, will be paid byvoted in the Company. Itmanner directed herein. If no such direction is anticipated thatmade, this proxy will be voted in accordance with the Board of Directors’ recommendations. If other matters come before the meeting, this proxy will be voted in accordance with the best judgment of the proxies willappointed.

Continued and to be solicited only by mail, except that solicitation personally or by telephone may also be made by our regular employees who will receive no additional compensation for their services in connection with the solicitation. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material and annual reports to beneficial owners of stock held by such persons. We will reimburse such parties for their expenses in so doing.

​​
By Order of the Board of Directors,
​​
​​

​​
Michael J. Purvis,
​​
Secretary
Miami, Florida
January 27, 2023signed on reverse side

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