VERU INC.

The Reverse Stock Split would become effective upon the filing of the Stock Split Amendment with the Department of Financial Institutions of the State of Wisconsin as of the time of filing or such other time set forth in the Stock Split Amendment (the “Effective Time”), as determined by our Board based on its evaluation as to when such action will be the most advantageous to us and our shareholders. Additionally, the Board reserves the right, notwithstanding shareholder approval and without further action by the shareholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to the filing of the Stock Split Amendment, the Board, in its sole discretion, determines that it is no longer in the best interest of the Company and its shareholders to effect the Reverse Stock Split. Beginning at the Effective Time, each certificate representing shares of Common Stock will be deemed for all corporate purposes to evidence ownership of the number of whole shares into which the shares previously represented by the certificate were combined pursuant to the Reverse Stock Split.

After the Effective Time, our Common Stock will have a new CUSIP number, used to identify our equity securities. Stock certificates with the older CUSIP number will need to be exchanged for stock certificates with the new CUSIP number by following the procedures described below.