Termination of Material Agreement (Form 8-K)

As previously reported on a Current Report on Form 8-K filed September 20, 2024, on September 19, 2024, Veru Inc. (the "Company") entered into an Amended and Restated Forbearance Agreement and Amendment to September 2024 Note (as amended, the "Amended Forbearance Agreement") with Onconetix, Inc. f/k/a Blue Water Vaccines Inc. (the "Borrower"). The Amended Forbearance Agreement amends and restates the entirety of the Forbearance Agreement, dated as of April 24, 2024, which related to certain defaults by the Borrower under a Promissory Note in the principal amount of $5,000,000 due on April 19, 2024 (the "April 2024 Promissory Note") and a Promissory Note in the principal amount of $5,000,000 due on September 30, 2024 (as amended, the "September 2024 Promissory Note" and together with the April 2024 Promissory Note, the "Promissory Notes") that were issued by the Borrower to the Company to reflect certain payment obligations pursuant to the Asset Purchase Agreement, dated as of April 19, 2023, between the Company and the Borrower.

As of September 22, 2025, an aggregate of $8,826,155.41 was payable to the Company under the Promissory Notes and related amendments. On September 22, 2025, the Company and the Borrower entered into a Settlement Agreement and Release (the "Settlement Agreement"), whereby the Company agreed to accept a cash payment of $6,326,155.41, 3,125 shares of the Borrower's Series D Convertible Preferred Stock (the "Series D Preferred Stock") and 846,975 warrants to purchase shares of the Borrower's common stock (the "Warrants") (such cash payment, shares of Series D Preferred Stock and the Warrants, collectively, the "Settlement Amounts") in full satisfaction of all amounts due under the Promissory Notes, as amended by all preceding amendments, forbearance agreements, and waivers, in complete discharge of all obligations thereunder.

Each share of the Series D Preferred Stock has a stated value of $1,000 per share. The Series D Preferred Stock is convertible, including at the Company's option, into shares of the Borrower's common stock. Holders of Series D Preferred Stock have certain registration rights. In certain circumstances, the Borrower may redeem shares of Series D Preferred Stock at a specified price.

On September 24, 2025, the Borrower paid the Settlement Amounts to the Company, and the Promissory Notes and Amended Forbearance Agreement terminated upon payment of the Settlement Amounts.

There can be no assurance as to whether and when the Company will be able to receive any cash proceeds from the shares of Series D Preferred Stock, the Warrants or any shares of the Borrower's common stock that the Company might acquire upon exercise of the Warrants.

The description of the Settlement Agreement set forth herein is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is attached as Exhibit 10.1hereto and incorporated by reference herein.