MIAMI, Aug. 02, 2017 (GLOBE NEWSWIRE) -- Veru Healthcare (Nasdaq:FHCO) (”Veru” or the “company”), a biopharmaceutical company focused on urology and oncology, today announced that following a successful Special Meeting of Stockholders, held on July 28, 2017, the company is implementing key stockholder proposals.  All five of the proposals submitted to a vote at the Special Meeting successfully met their minimum required vote thresholds.  Two proposals were withdrawn. Central to these approved proposals was the approval for an increase in authorized shares of common stock.

“The outcome of the Special Meeting of Stockholders represents a positive milestone for Veru to better position the company for future growth and the creation of significant shareholder value,” said Mitchell Steiner, MD, president and CEO of Veru. “The increase in authorized shares provides significant flexibility regarding potential financing of future opportunities, and the automatic conversion of the outstanding preferred shares into common simplifies our capital structure.  We thank the overwhelming number of shareholders who support the company’s continued growth plans.”

In addition, stockholders approved a proposal to change the company’s name Veru Inc., which reflects its broadened focus on urology and oncology biopharmaceutical products.  They also approved the adoption of an incentive plan, which will allow Veru to retain, incentivize and attract a high caliber team delivering on the promise of the drug products in the company’s pipeline.

Below are the vote counts for each of the proposals addressed during the Special Meeting:

Proposal 2.  Increase Number of Authorized Shares of Common Stock 

Vote of Common Stock and Series 4 Preferred Stock Combined 

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     26,230,565   2,683,232   96,483  

Vote of Common Stock as a Separate Class 

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     25,692,440   2,683,232   96,483   0

Proposal 4.  Approve the Issuance of Common Stock Upon Conversion of the Series 4 Preferred Stock 

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     16,461,903   3,710,853   720,582   5,601,587 

Proposal 5.  Approve Change of Corporate Name to Veru Inc. 

   Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted   26,674,653   2,254,906   80,721   0

Proposal 6.  Approve the Company's 2017 Equity Incentive Plan 

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     18,292,513   2,760,510   2,355,670   5,601,587 

Proposal 7.  Approval of Adjournment of the Special Meeting 

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     24,323,965   3,954,961   731,354  


            Pursuant to an agreed order entered in the purported derivative and class action lawsuits filed against the Company, Broadridge Financial Services, Inc. ("Broadridge"), a third party proxy vote tabulation firm, conducted, in addition to its standard vote count, a custom count of the votes at the Special Meeting that excluded the following shares (collectively, the "APP Shares"): 

  • 2,000,000 shares of the Common Stock issued to the Aspen Park stockholders on October 31, 2016;
     
  • 546,756 shares of the Series 4 Preferred Stock issued to the Aspen Park stockholders on October 31, 2016; and
     
  • a total of 236,667 shares of Common Stock issued to current or former directors, executive officers or employees of the Company on October 31, 2016. 

            Excluding the APP Shares in accordance with this custom count, the results for the matters voted on at the Special Meeting were as follows:

Proposal 2.  Increase Number of Authorized Shares of Common Stock 

     Votes For      Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     23,478,543   2,683,232   96,483   0

Proposal 4.  Approve the Issuance of Common Stock Upon Conversion of the Series 4 Preferred Stock 

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     16,225,236   3,710,853   720,582   5,601,587 

Proposal 5.  Approve Change of Corporate Name to Veru Inc. 

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     23,922,631   2,254,906   80,721   0

Proposal 6.  Approve the Company's 2017 Equity Incentive Plan

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     15,540,491   2,760,510   2,355,670   5,601,587

Proposal 7.  Approval of Adjournment of the Special Meeting 

     Votes For     Votes Against     Abstentions    Broker Non-Votes
Total Shares Voted     21,571,943   3,954,961   731,354   0


Proposal 1 (reincorporation in Delaware) and proposal 3 (change from supermajority to majority approval of stockholders on certain matters) were withdrawn from consideration and were not voted on at the Special Meeting.

About Veru Inc.   
Veru Inc (Veru) is a biopharmaceutical company focused on urology and oncology.  Veru specifically focuses on the development and commercialization of pharmaceutical products that qualify for FDA's 505(b)(2) regulatory approval pathway, which is designed to allow for potentially expedited regulatory approval based on a previously established safety and efficacy profile of the product.  Veru is developing products under the 505(b)(1) pathway as well, which is the traditional new drug application (NDA) pathway.  The company is currently developing prescription products for benign prostatic hyperplasia (BPH or enlarged prostate), hot flashes associated with cancer treatment, male infertility and novel chemotherapies for a variety of cancers, including prostate, metastatic breast and ovarian.  In addition, the company sells the FC2 Female Condom® (now available by prescription in the US) and PREBOOST® medicated individual wipe, which is a male genital desensitizing drug product that helps in the prevention of premature ejaculation.

The company’s division, The Female Health Company, manages the Global Public Health Division, which is focused on the global public health sector FC2 business.  This division markets the company’s Female Condom (FC2) to entities, including ministries of health, government health agencies, U.N. agencies, nonprofit organizations and commercial partners, that work to support and improve the lives, health and well-being of women around the world.

More information about Veru and its products can be found at www.veruhealthcare.com, www.PREBOOST.com and www.fc2femalecondom.com.  For corporate and investor-related information about the Company, please visit https://veruhealthcare.com/investors.

"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995:
The statements in this release that are not historical fact are "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995.  Any forward-looking statements in this are based upon the Company's current plans and strategies, and reflect the Company's current assessment of the risks and uncertainties related to its business, and are made as of the date of this release.  The Company assumes no obligation to update any forward-looking statements contained in this release as a result of new information or future events, developments or circumstances. Such forward-looking statements are inherently subject to known and unknown risks and uncertainties. The Company's actual results and future developments could differ materially from the results or developments expressed in, or implied by, these forward-looking statements.  Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, the following:  product demand and market acceptance; competition in the Company's markets and the risk of new competitors and new competitive product introductions; risks relating to the ability of the Company to obtain sufficient financing on acceptable terms when needed to fund development and operations; risks related to the development of the Company's product portfolio, including clinical trials, regulatory approvals and time and cost to bring to market; many of the Company's products are at an early stage of development and the Company may fail to successfully commercialize such products; risks related to intellectual property, including licensing risks; government contracting risks, including the appropriations process and funding priorities, potential bureaucratic delays in awarding contracts, process errors, politics or other pressures, and the risk that government tenders and contracts may be subject to cancellation, delay or restructuring; a governmental tender award indicates acceptance of the bidder's price rather than an order or guarantee of the purchase of any minimum number of units, and as a result government ministries or other public sector customers may order and purchase fewer units than the full maximum tender amount; the Company's reliance on its international partners in the consumer sector and on the level of spending on the female condom by country governments, global donors and other public health organizations in the global public sector; the economic and business environment and the impact of government pressures; risks involved in doing business on an international level, including currency risks, regulatory requirements, political risks, export restrictions and other trade barriers; the Company's production capacity, efficiency and supply constraints; risks related to the costs and other effects of litigation; the Company’s ability to identify, successfully negotiate and complete suitable acquisitions or other strategic initiatives; the Company’s ability to successfully integrate acquired businesses, technologies or products; and other risks detailed in the Company's press releases, shareholder communications and Securities and Exchange Commission filings, including the Company's Form 10-K for the year ended September 30, 2016.  These documents are available on the "SEC Filings" section of our website at www.veruhealthcare.com/investors.

Contact:
Kevin Gilbert
Veru Healthcare
312-366-2633
KGilbert@veruhealthcare.com

Jules Abraham
JQA Partners, Inc.
917-885-7378
jabraham@jqapartners.com

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