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As Of Filer Filing For·On·As Docs:Size 12/10/20 Veru Inc. 10-K 9/30/20 100:9.9M |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.16M 2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 300K Liquidation or Succession 3: EX-4.3 Instrument Defining the Rights of Security Holders HTML 39K 4: EX-10.27 Material Contract HTML 51K 5: EX-21 Subsidiaries List HTML 27K 6: EX-23.1 Consent of Expert or Counsel HTML 26K 10: EX-99.1 Miscellaneous Exhibit HTML 104K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 33K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 33K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 29K 17: R1 Document and Entity Information HTML 68K 18: R2 Consolidated Balance Sheets HTML 117K 19: R3 Consolidated Balance Sheets (Parenthetical) HTML 40K 20: R4 Consolidated Statements of Operations HTML 71K 21: R5 Consolidated Statements of Stockolders' Equity HTML 67K 22: R6 Consolidated Statements of Cash Flows HTML 123K 23: R7 Nature of Business and Significant Accounting HTML 69K Policies 24: R8 Liquidity HTML 28K 25: R9 Fair Value Measurements HTML 63K 26: R10 Revenue from Contracts with Customers HTML 57K 27: R11 Accounts Receivable and Concentration of Credit HTML 59K Risk 28: R12 Inventory HTML 50K 29: R13 Property and Equipment HTML 52K 30: R14 Intangible Assets and Goodwill HTML 89K 31: R15 Debt HTML 95K 32: R16 Stockholders' Equity HTML 48K 33: R17 Share-based Compensation HTML 98K 34: R18 Leases HTML 116K 35: R19 Contingent Liabilities HTML 31K 36: R20 Income Taxes HTML 180K 37: R21 Paycheck Protection Program HTML 28K 38: R22 Net Loss Per Share HTML 28K 39: R23 Industry Segments HTML 43K 40: R24 Employee Benefit Plans HTML 30K 41: R25 Related Party Transactions HTML 28K 42: R26 Subsequent Events HTML 30K 43: R27 Basis of Presentation (Policy) HTML 123K 44: R28 Fair Value Measurements (Tables) HTML 56K 45: R29 Revenue from Contracts with Customers (Tables) HTML 53K 46: R30 Accounts Receivable and Concentration of Credit HTML 55K Risk (Tables) 47: R31 Inventory (Tables) HTML 50K 48: R32 Property and Equipment (Tables) HTML 50K 49: R33 Intangible Assets and Goodwill (Tables) HTML 85K 50: R34 Debt (Tables) HTML 86K 51: R35 Share-based Compensation (Tables) HTML 92K 52: R36 Leases (Tables) HTML 104K 53: R37 Income Taxes (Tables) HTML 172K 54: R38 Industry Segments (Tables) HTML 40K 55: R39 Basis of Presentation (Narrative) (Details) HTML 67K 56: R40 Fair Value Measurements (Narrative) (Details) HTML 34K 57: R41 Fair Value Measurements (Reconciliation of the HTML 30K Beginning and Ending Liability Balance) (Details) 58: R42 Fair Value Measurements (Schedule of Qualitative HTML 39K Information) (Details) 59: R43 Revenue from Contracts with Customers (Narrative) HTML 32K (Details) 60: R44 Revenue from Contracts with Customers (Revenue HTML 36K from Customers by Products) (Details) 61: R45 Revenue from Contracts with Customers (Revenue by HTML 32K Geographic Area) (Details) 62: R46 Accounts Receivable and Concentration of Credit HTML 44K Risk (Narrative) (Details) 63: R47 Accounts Receivable and Concentration of Credit HTML 37K Risk (Components of Accounts Receivable) (Details) 64: R48 Accounts Receivable and Concentration of Credit HTML 32K Risk (Summary of Components of Allowance for Doubtful Accounts) (Details) 65: R49 Inventory (Components Of Inventory) (Details) HTML 43K 66: R50 Property and Equipment (Narrative) (Details) HTML 28K 67: R51 Property and Equipment (Summary of Property and HTML 50K Equipment) (Details) 68: R52 Intangible Assets and Goodwill (Narrative) HTML 41K (Details) 69: R53 Intangible Assets and Goodwill (Gross Carrying HTML 46K Amounts and Net Book Value of Intangible Assets) (Details) 70: R54 Intangible Assets and Goodwill (Estimated Future HTML 41K Amortization Expense) (Details) 71: R55 Debt (Narrative) (Details) HTML 92K 72: R56 Debt (Credit Agreement) (Details) HTML 54K 73: R57 Debt (Residual Royalty Agreement Liability) HTML 42K (Details) 74: R58 Debt (Credit Agreement Interest Expense) (Details) HTML 35K 75: R59 Stockholders' Equity (Narrative) (Details) HTML 128K 76: R60 Share-based Compensation (Narrative) (Details) HTML 95K 77: R61 Share-based Compensation (Recorded Share-Based HTML 35K Compensation Expenses) (Details) 78: R62 Share-based Compensation (Weighted Average HTML 38K Assumptions for Options Granted) (Details) 79: R63 Share-based Compensation (Summary of Stock Options HTML 60K Outstanding and Exercisable) (Details) 80: R64 Leases (Narrative) (Details) HTML 98K 81: R65 Leases (Components of Lease Cost) (Details) HTML 41K 82: R66 Leases (Summary of Lease Information) (Details) HTML 34K 83: R67 Leases (Schedule of Maturities of Lease HTML 65K Liabilities) (Details) 84: R68 Leases (Schedule of Future Minimum Payments Under HTML 64K Leases) (Details) 85: R69 Contingent Liabilities (Narrative) (Details) HTML 26K 86: R70 Income Taxes (Narrative) (Details) HTML 104K 87: R71 Income Taxes (Schedule of Income Before Income HTML 30K Taxes by Jurisdictions) (Details) 88: R72 Income Taxes (Reconciliation of Income Tax Expense HTML 80K (Benefit)) (Details) 89: R73 Income Taxes (Summary of Federal And State Income HTML 49K Tax Provision (Benefit)) (Details) 90: R74 Income Taxes (Significant Components of Deferred HTML 78K Tax Assets and Liabilities) (Details) 91: R75 Income Taxes (Schedule of Deferred Tax Amounts HTML 36K Classified in Balance Sheets) (Details) 92: R76 Paycheck Protection Program (Narrative) (Details) HTML 30K 93: R77 Industry Segments (Narrative) (Details) HTML 26K 94: R78 Industry Segments (Schedule of Segment Reporting HTML 35K Information) (Details) 95: R79 Employee Benefit Plans (Narrative) (Details) HTML 35K 96: R80 Related Party Transactions (Narrative) (Details) HTML 33K 97: R81 Subsequent Events (Narrative) (Details) HTML 41K 99: XML IDEA XML File -- Filing Summary XML 180K 98: EXCEL IDEA Workbook of Financial Reports XLSX 128K 11: EX-101.INS XBRL Instance -- veru-20200930 XML 2.22M 13: EX-101.CAL XBRL Calculations -- veru-20200930_cal XML 286K 14: EX-101.DEF XBRL Definitions -- veru-20200930_def XML 681K 15: EX-101.LAB XBRL Labels -- veru-20200930_lab XML 1.54M 16: EX-101.PRE XBRL Presentations -- veru-20200930_pre XML 1.17M 12: EX-101.SCH XBRL Schema -- veru-20200930 XSD 238K 100: ZIP XBRL Zipped Folder -- 0000863894-20-000021-xbrl Zip 206K
Exhibit 1027 |
Exhibit 10.27
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 5, 2020, is entered into by and among VERU INC., a Wisconsin corporation (“Borrower”), each of the undersigned financial institutions (individually each a “Lender” and collectively “Lenders”) and SWK FUNDING LLC, a Delaware limited liability company, in its capacity as administrative agent for the other Lenders (in such capacity, “Agent”).
RECITALS
WHEREAS, Borrower, Agent and Lenders entered into that certain Credit Agreement dated as March 5, 2018 (as the same may be amended, modified or restated from time to time, being hereinafter referred to as the “Credit Agreement”); and
WHEREAS, Borrower has requested that, and the Lenders have agreed to, amend certain provisions of the Credit Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows:
ARTICLE I
Definitions
1.1 Capitalized terms used in this Amendment are defined in the Credit Agreement, unless otherwise stated. |
ARTICLE II
Amendments
2.1Amendment to Section 1.1 of the Credit Agreement. Effective as of the date hereof, Section 1.1 of the Credit Agreement is hereby amended as follows:
2.1.1The definition of “Key Person” is amended and restated to read as follows:
“Key Person means, individually, each of (i) Mitchell Steiner and (ii) Michele Greco.”
ARTICLE III
Conditions Precedent
3.1Conditions Precedent. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent in a manner satisfactory to Agent, unless specifically waived in writing by Agent in its sole discretion:
(A).Agent shall have received this Amendment duly executed by Borrower.
(B).The representations and warranties contained herein and in the Credit Agreement and the other Loan Documents, as each is amended hereby, shall be true and correct as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their express terms limited to a specific date.
(C).No Default or Event of Default under the Credit Agreement, as amended hereby, shall have occurred and be continuing, unless such Default or Event of Default has been otherwise specifically waived in writing by Agent.
(D).All corporate proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters incident thereto shall be satisfactory to Agent.
ARTICLE IV
No Waiver, Ratifications, Representations and Warranties
4.1No Waiver. Nothing contained in this Amendment or any other communication between Agent, any Lender, Borrower or any other Loan Party shall be a waiver of any past, present or future violation, Default or Event of Default of Borrower under the Credit Agreement or any Loan Document. Agent and each Lender hereby expressly reserves any rights, privileges and remedies under the Credit Agreement and each Loan Document that Lender may have with respect to any violation, Default or Event of Default, and any failure by Agent or any Lender to exercise any right, privilege or remedy as a result of the violations set forth above shall not directly or indirectly in any way whatsoever either (i) impair, prejudice or otherwise adversely affect the rights of Agent or any Lender, except as set forth herein, at any time to exercise any right, privilege or remedy in connection with the Credit Agreement or any Loan Document, (ii) amend or alter any provision of the Credit Agreement or any Loan Document or any other contract or instrument or (iii) constitute any course of dealing or other basis for altering any obligation of Borrower or any other Loan Party or any rights, privilege or remedy of Agent or any Lender under the Credit Agreement or any Loan Document or any other contract or instrument. Nothing in this Amendment shall be construed to be a consent by Agent or any Lender to any prior, existing or future violations of the Credit Agreement or any Loan Document.
4.2Ratifications. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and the other Loan Documents, and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect. Borrower, the other Loan Parties, Lenders and Agent agree that the Credit Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Borrower
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and the other Loan Parties agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations.
4.3Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment, any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite action (as applicable) on the part of Borrower and will not violate the organizational documents of Borrower or such Loan Parties; (b) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct on and as of the date hereof and on and as of the date of execution hereof as though made on and as of each such date (except to the extent such representations and warranties expressly relate to an earlier date); (c) no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing; (d) Loan Parties are in full compliance in all material respects with all covenants and agreements contained in the Credit Agreement and the other Loan Documents, as amended hereby; and (e) except as disclosed to Agent, Borrower has not amended its organizational documents since the date of the Credit Agreement.
ARTICLE V
Miscellaneous Provisions
5.1Survival of Representations and Warranties. All representations and warranties made in the Credit Agreement or any other Loan Document, including, without limitation, any document furnished in connection with this Amendment, shall survive the execution and delivery of this Amendment and the other Loan Documents, and no investigation by Agent or any Lender or any closing shall affect the representations and warranties or the right of Agent and each Lender to rely upon them.
5.2Reference to Credit Agreement. Each of the Credit Agreement and the other Loan Documents, and any and all other Loan Documents, documents or instruments now or hereafter executed and delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in the Credit Agreement and such other Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement, as amended hereby.
5.3Expenses of Agent. As provided in the Credit Agreement, Borrower agrees to pay on demand all costs and expenses incurred by Agent, or its Affiliates, in connection with the preparation, negotiation, and execution of this Amendment and the other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements thereto, including, without limitation, the reasonable costs and fees of legal counsel, and all costs and expenses incurred by Agent and each Lender in connection with the enforcement or preservation of any rights under the Credit Agreement, as amended hereby, or any other Loan Documents, including, without, limitation, the reasonable costs and fees of legal counsel.
5.4Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
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Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
5.5Successors and Assigns. This Amendment is binding upon and shall inure to the benefit of Agent and each Lender and Borrower and their respective successors and assigns, except that no Loan Party may assign or transfer any of its rights or obligations hereunder without the prior written consent of Agent.
5.6Counterparts. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. This Amendment may be executed by facsimile or electronic (.pdf) transmission, which facsimile or electronic (.pdf) signatures shall be considered original executed counterparts for purposes of this Section 5.6, and each party to this Amendment agrees that it will be bound by its own facsimile or electronic (.pdf) signature and that it accepts the facsimile or electronic (.pdf) signature of each other party to this Amendment.
5.7Effect of Waiver. No consent or waiver, express or implied, by Agent to or for any breach of or deviation from any covenant or condition by Borrower shall be deemed a consent to or waiver of any other breach of the same or any other covenant, condition or duty.
5.8Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
5.9Applicable Law. THE TERMS AND PROVISIONS OF SECTIONS 10.17 (GOVERNING LAW) AND 10.18 (FORUM SELECTION; CONSENT TO JURISDICTION) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED HEREIN BY REFERENCE, AND SHALL APPLY TO THIS AMENDMENT MUTATIS MUTANDIS AS IF FULLY SET FORTH HEREIN.
5.10Final Agreement. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, EACH AS AMENDED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS AMENDED HEREBY, MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT SHALL BE MADE, EXCEPT BY A WRITTEN AGREEMENT SIGNED BY Borrower AND AGENT.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Amendment has been executed and is effective as of the date first written above.
BORROWER:
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VERU INC., |
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a Wisconsin corporation |
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By: |
/s/ Mitchell Steiner |
Name: |
Mitchell Steiner, M.D. |
Title: |
CEO & President |
AGENT AND LENDER:
its sole Manager
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By: |
/s/ Winston Black |
Name: |
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Title: |
Chief Executive Officer and President |
This ‘10-K’ Filing | Date | Other Filings | ||
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Filed on: | 12/10/20 | |||
For Period end: | 9/30/20 | |||
3/5/18 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/01/24 Veru Inc. 10-K/A 9/30/23 96:18M 12/08/23 Veru Inc. 10-K 9/30/23 88:14M 12/05/22 Veru Inc. 10-K 9/30/22 87:13M 8/11/22 Veru Inc. 10-Q 6/30/22 79:12M 5/12/22 Veru Inc. 10-Q 3/31/22 78:11M 2/09/22 Veru Inc. 10-Q 12/31/21 81:6.2M 12/02/21 Veru Inc. 10-K 9/30/21 96:9.5M 8/12/21 Veru Inc. 10-Q 6/30/21 82:12M 5/12/21 Veru Inc. 10-Q 3/31/21 81:7.3M 2/18/21 Veru Inc. 424B5 1:459K Donnelley … Solutions/FA 2/17/21 Veru Inc. 424B5 1:458K Donnelley … Solutions/FA 2/10/21 Veru Inc. 10-Q 12/31/20 81:6.1M |