UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 – Corporate Governance and Management
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On July 24, 2023, Veru Inc. (the “Company”) filed the Articles of Amendment with the Wisconsin Department of Financial Institutions. The Articles of Amendment increase the total number of authorized shares of the Company’s common stock from 154,000,000 to 308,000,000. The Articles of Amendment are attached as Exhibit 3.1 to this report and are incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
A special meeting of the shareholders of the Company (the “Special Meeting”) was held on July 24, 2023. A total of 89,236,732 shares of the Company’s common stock were eligible to vote at the Special Meeting. The matters voted on at the Special Meeting were as follows:
| 1. | Share Increase Proposal: |
The shareholders voted 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.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 62,042,114 | 3,935,354 | 199,316 | 0 |
| 2. | Adjournment Proposal: |
The shareholders voted in favor of approving the adjournment of the Special Meeting.
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 61,372,471 | 4,391,943 | 412,370 | 0 |
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit |
Description | |
| 3.1 | Articles of Amendment to Amended and Restated Articles of Incorporation of Veru Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 28, 2023 | VERU INC. | |||||
| By: | /s/ Michele Greco | |||||
| Michele Greco | ||||||
| Chief Financial Officer and Chief Administrative Officer | ||||||
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