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As Of Filer Filing For·On·As Docs:Size 8/14/18 Veru Inc. 10-Q 6/30/18 74:6.8M |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 622K 2: EX-10.2 Material Contract HTML 43K 3: EX-31.1 Certification -- §302 - SOA'02 HTML 28K 4: EX-31.2 Certification -- §302 - SOA'02 HTML 28K 5: EX-32.1 Certification -- §906 - SOA'02 HTML 25K 12: R1 Document And Entity Information HTML 42K 13: R2 Condensed Consolidated Balance Sheets HTML 126K 14: R3 Condensed Consolidated Statements Of Operations HTML 75K 15: R4 Condensed Consolidated Statement Of Stockholders? HTML 55K Equity 16: R5 Condensed Consolidated Statements Of Cash Flows HTML 106K 17: R6 Basis of Presentation HTML 94K 18: R7 APP Acquisition HTML 29K 19: R8 Fair Value Measurements HTML 51K 20: R9 Accounts Receivable and Concentration of Credit HTML 66K Risk 21: R10 Inventory HTML 48K 22: R11 Goodwill and Intangible Assets HTML 98K 23: R12 Debt HTML 78K 24: R13 Stockholders' Equity HTML 46K 25: R14 Share-Based Compensation HTML 148K 26: R15 Contingent Liabilities HTML 32K 27: R16 Income Taxes HTML 143K 28: R17 Net Loss Per Share HTML 24K 29: R18 Industry Segments and Financial Information About HTML 79K Foreign and Domestic Operations 30: R19 Subsequent Events HTML 24K 31: R20 Basis of Presentation (Policy) HTML 156K 32: R21 Basis of Presentation (Tables) HTML 27K 33: R22 Fair Value Measurements (Tables) HTML 44K 34: R23 Accounts Receivable and Concentration of Credit HTML 59K Risk (Tables) 35: R24 Inventory (Tables) HTML 49K 36: R25 Goodwill and Intangible Assets (Tables) HTML 95K 37: R26 Debt (Tables) HTML 66K 38: R27 Share-Based Compensation (Tables) HTML 142K 39: R28 Income Taxes (Tables) HTML 132K 40: R29 Industry Segments and Financial Information About HTML 77K Foreign and Domestic Operations (Tables) 41: R30 Basis of Presentation (Narrative) (Details) HTML 70K 42: R31 Basis of Presentation (Summary Of Depreciation And HTML 34K Amortization) (Details) 43: R32 APP Acquisition (Narrative) (Details) HTML 27K 44: R33 Fair Value Measurements (Narrative) (Details) HTML 28K 45: R34 Fair Value Measurements (Reconciliation of the HTML 29K Beginning and Ending Liability Balance) (Details) 46: R35 Fair Value Measurements (Schedule of Qualitative HTML 32K Information) (Details) 47: R36 Accounts Receivable and Concentration of Credit HTML 67K Risk (Narrative) (Details) 48: R37 Accounts Receivable and Concentration of Credit HTML 41K Risk (Components Of Accounts Receivable) (Details) 49: R38 Accounts Receivable and Concentration of Credit HTML 28K Risk (Summary Of Components Of Allowance For Doubtful Accounts) (Details) 50: R39 Inventory (Components Of Inventory) (Details) HTML 40K 51: R40 Goodwill and Intangible Assets (Narrative) HTML 29K (Details) 52: R41 Goodwill and Intangible Assets (Gross Carrying HTML 27K Amount of Goodwill) (Details) 53: R42 Goodwill and Intangible Assets (Gross Carrying HTML 43K Amounts of Finite Intangible Assets) (Details) 54: R43 Goodwill and Intangible Assets (Estimated Future HTML 38K Amortization Expense) (Details) 55: R44 Debt (Narrative) (Details) HTML 99K 56: R45 Debt (Credit Agreement) (Details) HTML 46K 57: R46 Debt (Residual Royalty Agreement Liability) HTML 35K (Details) 58: R47 Debt (Credit Agreement Interest Expense) (Details) HTML 32K 59: R48 Stockholders' Equity (Narative) (Details) HTML 132K 60: R49 Share-Based Compensation (Narrative) (Details) HTML 82K 61: R50 Share-Based Compensation (Recorded Share-Based HTML 33K Compensation Expenses) (Details) 62: R51 Share-Based Compensation (Weighted Average HTML 36K Assumptions For Options Granted) (Details) 63: R52 Share-Based Compensation (Summary Of Stock Options HTML 58K Outstanding And Exercisable) (Details) 64: R53 Share-Based Compensation (Summary Of Non-Vested HTML 44K Stock Activity) (Details) 65: R54 Contingent Liabilities (Narrative) (Details) HTML 35K 66: R55 Income Taxes (Narrative) (Details) HTML 42K 67: R56 Income Taxes (Reconciliation Of Income Tax Expense HTML 52K (Benefit)) (Details) 68: R57 Income Taxes (Significant Components Of Deferred HTML 82K Tax Assets And Liabilities) (Details) 69: R58 Income Taxes (Schedule Of Deferred Tax Amounts HTML 31K Classified In Balance Sheets) (Details) 70: R59 Industry Segments and Financial Information About HTML 23K Foreign and Domestic Operations (Narrative) (Details) 71: R60 Industry Segments and Financial Information About HTML 42K Foreign and Domestic Operations (Schedule of Segment Reporting Information) (Details) 73: XML IDEA XML File -- Filing Summary XML 138K 72: EXCEL IDEA Workbook of Financial Reports XLSX 92K 6: EX-101.INS XBRL Instance -- veru-20180630 XML 1.90M 8: EX-101.CAL XBRL Calculations -- veru-20180630_cal XML 147K 9: EX-101.DEF XBRL Definitions -- veru-20180630_def XML 520K 10: EX-101.LAB XBRL Labels -- veru-20180630_lab XML 1.11M 11: EX-101.PRE XBRL Presentations -- veru-20180630_pre XML 891K 7: EX-101.SCH XBRL Schema -- veru-20180630 XSD 166K 74: ZIP XBRL Zipped Folder -- 0000863894-18-000007-xbrl Zip 164K
Exhibit 102 |
Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of August 10, 2018 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 Agent for all Lenders (in such capacity, “Agent”).
RECITALS
WHEREAS, Borrower, Agent and Lenders entered into that certain Credit Agreement dated as of March 5, 2018, (as the same may be further amended, modified or restated from time to time, being hereinafter referred to as the “Credit Agreement”; capitalized terms used in this Amendment are defined in the Credit Agreement unless otherwise stated);
WHEREAS, Borrower has requested that, and the Lenders have agreed to, amend certain provisions of the Credit Agreement as more fully 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
Amendments to Credit Agreement
1.1Amendment to Section 2.9.1 of the Credit Agreement. Effective as of the date hereof, Section 2.9.1 of the Credit Agreement is hereby amended to add a new subsection (e) thereto to read as follows:
“(e)Notwithstanding the foregoing, the Revenue-Based Payment that would otherwise be due and owing on the Payment Date in August 2018 shall be deferred until the November 2018 Payment Date without the need for any further action by Agent, Lenders or Borrower.”
ARTICLE II
Conditions Precedent
2.1The effectiveness of the Amendments set forth in Article I above are 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 all parties hereto.
B.Agent shall have received an amendment fee of $10,000, which shall be deemed fully earned and non-refundable on the date hereof and which amount includes the reimbursement in full of Agent’s out-of-pocket costs and expenses in connection with this Amendment as provided in the Credit Agreement.
C.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 in all material respects as of the date hereof, as if made on the date hereof, except for such representations and warranties as are by their
[Veru] First Amendment to Credit Agreement
express terms limited to a specific date, which shall be true and correct in all material respects as of such earlier date.
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 III
Ratifications, Representations and Warranties
3.1Ratifications. 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, 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 agrees that this Amendment is not intended to and shall not cause a novation with respect to any or all of the Obligations.
3.2Representations and Warranties. Borrower hereby represents and warrants to Agent and Lenders that (a) the execution, delivery and performance of this Amendment 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; (b) Borrower’s directors have authorized the execution, delivery and performance of this Amendment and any and all other Loan Documents executed and/or delivered in connection herewith; (c) the representations and warranties contained in the Credit Agreement, as amended hereby, and any other Loan Document are true and correct in all material respects 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, which shall be true and correct in all material respects as of such earlier date); (d) no Default or Event of Default under the Credit Agreement, as amended hereby, has occurred and is continuing; (e) Borrower is 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 (f) except as disclosed to Agent, Borrower has not amended its organizational documents since the date of the Credit Agreement.
ARTICLE IV
Miscellaneous Provisions
4.1Survival 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.
4.2Reference 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.
4.3Severability. 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 Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
4.4Successors 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 Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of Agent.
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[Veru] First Amendment to Credit Agreement
4.5Counterparts. 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 4.5, 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.
4.6Effect 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.
4.7Headings. The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment.
4.8Applicable 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.
4.9Final 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, AGENT AND THE REQUISITE LENDERS.
[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 above‑written.
BORROWER:
VERU INC.,
a Wisconsin corporation
By: /s/ Mitchell Steiner
Name: Mitchell Steiner, M.D.
Title: Chairman, CEO and President
[Veru] First Amendment to Credit Agreement
AGENT AND LENDER:
SWK FUNDING LLC,
as Agent and a Lender
By: SWK Holdings Corporation,
its sole Manager
By: /s/ Winston Black
Name: Winston Black
Title: Chief Executive Officer
[Veru] First Amendment to Credit Agreement
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 8/14/18 | 8-K | ||
For Period end: | 6/30/18 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/10/20 Veru Inc. 10-K 9/30/20 100:9.9M |