Veru amends asset purchase deal; accepts $1M cash + convertible preferred for $4M note from Blue Water Biotech

VERU INC.

September 29, 2023: Veru deemed $4M promissory note satisfied by $1M cash and 3,000 shares of Blue Water Biotech Series A Convertible Preferred.
Preferred stock has $1,000 stated value per share, convertible after one year into ~5.7M common shares at $0.5254/share, subject to shareholder approval.
Veru received $1M cash on Sept 29; preferred shares to be issued by Oct 3. Buyer must seek shareholder approval by Dec 31, 2023.
Amendment modifies April 2023 asset purchase agreement; Veru's risk includes future defaults and ability to monetize preferred shares.
Blue Water Biotech (formerly Blue Water Vaccines) issued preferred with redemption rights at buyer's option, no holder redemption rights.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VERU INC. amended Amendment with Blue Water Biotech Inc. f/k/a Blue Water Vaccines Inc. (the Purchaser) valued at $1,000,000 (effective 2023-09-29).

Action: amendment
Agreement: asset purchase
Counterparty: Blue Water Biotech Inc. f/k/a Blue Water Vaccines Inc. (the Purchaser)
Value: $1,000,000
Effective: 2023-09-29

Exact text from the filing

On September 29, 2023, Veru Inc. (the “Company”) entered into an Amendment to Asset Purchase Agreement (the “Amendment “) with Blue Water Biotech Inc. f/k/a Blue Water Vaccines Inc. (the “Purchaser”).

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VERU INC. filing history →

Source: SEC EDGAR

accession 0001193125-23-249207

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