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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 43 |
DESCRIPTION OF CAPITAL STOCK
The following is a summary description of the material terms of the common stock and preferred stock of Veru Inc. (the “Company,” “we,” “us” or “our”). It may not contain all the information that is important to you. For additional information, you should look at our amended and restated articles of incorporation, as amended, and our amended and restated by-laws, copies of which are on file with the SEC as exhibits to our periodic reports and are incorporated by reference.
Our common stock is the only class of securities of the Company registered under Section 12 of the Securities Exchange Act of 1934.
Common Stock
We are authorized to issue up to 154,000,000 shares of common stock, $0.01 par value per share.
Dividend Rights.
Subject to limitations under Wisconsin law and the rights of any outstanding shares of preferred stock, holders of our common stock are entitled to ratably receive dividends or other distributions when and if declared by our board of directors out of funds legally available for that purpose.
Voting Rights.
Each outstanding share of our common stock is entitled to one vote per share held of record on all matters to be voted upon by shareholders, including the election of our directors and other corporate matters. At a meeting of shareholders at which a quorum is present, for all matters other than the election of directors, a matter is approved if the votes cast favoring the matter exceed the votes cast opposing the matter unless the matter is one upon which a different vote is required by our amended and restated articles of incorporation, as amended, our amended and restated by-laws or the Wisconsin Business Corporation Law. Directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. There is no cumulative voting with respect to the election of directors or any other matter. Under the Wisconsin Business Corporation Law, the affirmative vote of shareholders holding at least two-thirds of the shares entitled to vote is generally required to approve (i) a merger to which we are a party, (ii) the sale, lease, exchange or other disposition of all or substantially all of our assets, (iii) an amendment to our amended and restated articles of amendment, as amended, which requires a shareholder vote, and (iv) our dissolution.
Liquidation, Dissolution or Winding Up.
If we liquidate, dissolve or wind up, subject to the rights of any outstanding shares of preferred stock, the holders of our common stock are entitled to share ratably in all assets legally available for distribution to our shareholders after the payment of all of our debts and other liabilities.
Rights and Preferences.
Holders of our common stock have no preemptive, conversion or subscription rights. There are no redemption or sinking fund provisions applicable to shares of our common stock.
Miscellaneous.
All outstanding shares of our common stock are fully paid and not liable to further calls or assessments by us.
Transfer Agent and Registrar.
Computershare serves as the registrar and transfer agent for our common stock.
Stock Exchange Listing.
Our common stock is listed on the NASDAQ Capital Market under the trading symbol “VERU”.
Preferred Stock
The Company is authorized to issue 5,000,000 shares of Class A preferred stock with a par value of $0.01 per share.
Our board of directors has the authority, without further action by our shareholders, to issue Class A preferred stock in one or more series and to fix from time to time the number of shares to be included in each such series and the designation of such series, and to fix the relative rights and preferences of the shares of any such series, but only with respect to:
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· |
the rate of dividend; |
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the price at and the terms and conditions on which shares may be redeemed; |
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the amount payable upon shares in the event of voluntary or involuntary liquidation; |
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sinking fund provisions for the redemption or purchase of shares; and |
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the terms and conditions on which shares may be converted into shares of any other class or series. |
Except as to the matters expressly set forth in the bullet points above, all series of Class A preferred stock, whenever designated and issued, must have the same preferences, limitations and relative rights and will rank equally, share ratably and be identical in all respects as to all matters.
Unless otherwise provided by Wisconsin law, each holder of Class A preferred stock will have one vote per share and will vote with the holders of common stock together as a single class.
Our board of directors may authorize the issuance of Class A preferred stock with rights that could adversely affect the rights of the holders of our common stock. The purpose of authorizing our board of directors to issue Class A preferred stock and determine its rights and preferences is to eliminate delays associated with a shareholder vote on specific issuances. The issuance of Class A preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of the Company and may adversely affect the market price of our common stock and the voting and other rights of the holders of our common stock. It is not possible to state the actual effect of the issuance of any shares of Class A preferred stock on the rights of holders of our common stock until our board of directors determines the specific rights attached to that Class A preferred stock.
Wisconsin Anti-Takeover Provisions
Under Section 180.1150 of the Wisconsin Business Corporation Law, unless the board of directors otherwise specifies, the voting power of shares of a “resident domestic corporation,” such as us, which are held by any person holding in excess of 20% of the voting power of our stock will be limited to 10% of the full voting power of the shares. This statutory voting restriction does not apply to shares acquired directly from us, acquired in a transaction incident to which our shareholders vote to restore the full voting power of the shares and under other circumstances more fully described in Section 180.1150.
Sections 180.1141 through 180.1144 of the Wisconsin Business Corporation Law provide that a “resident domestic corporation,” such as us, may not engage in a “business combination” with a person beneficially owning 10% or more of the voting power of our outstanding stock (an “interested stockholder”) for three years after the date the interested shareholder acquired his 10% or greater interest, unless the business combination or the acquisition of the 10% or greater interest was approved before the stock acquisition date by our Board of Directors. After the three-year period, a business combination that was not so approved can be completed only if it is approved by a majority of the outstanding voting shares not held by the interested shareholder or is made at a specified price intended to provide a fair price for the shares held by noninterested shareholders.
Sections 180.1130 through 180.1132 of the Wisconsin Business Corporation Law provide that a “resident domestic corporation,” such as us, may not engage in a “business combination” with a person beneficially owning 10% or more of the voting power of our outstanding stock (a “significant stockholder”) unless the business combination either satisfies certain fair price criteria or the business combination is approved by at least 80% of the voting power of our stock and at least two-thirds of the voting power of our stock not beneficially owned by the significant stockholder.
Requirements for Advance Notification of Shareholder Nominations and Proposals
Our amended and restated by-laws establish advance notice procedures with respect to shareholder proposals to be brought before a shareholder meeting and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/10/20 | None on these Dates | ||
| For Period end: | 9/30/20 | |||
| 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 |