0001140361-17-029908.txt : 20170802 0001140361-17-029908.hdr.sgml : 20170802 20170802165741 ACCESSION NUMBER: 0001140361-17-029908 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170802 DATE AS OF CHANGE: 20170802 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: VERU INC. CENTRAL INDEX KEY: 0000863894 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 391144397 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41498 FILM NUMBER: 171000921 BUSINESS ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: STE 888 CITY: MIAMI STATE: FL ZIP: 33137 BUSINESS PHONE: 3125959123 MAIL ADDRESS: STREET 1: 4400 BISCAYNE BOULEVARD STREET 2: SUITE 888 CITY: MIAMI STATE: FL ZIP: 33137 FORMER COMPANY: FORMER CONFORMED NAME: FEMALE HEALTH CO DATE OF NAME CHANGE: 19960205 FORMER COMPANY: FORMER CONFORMED NAME: WISCONSIN PHARMACAL COMPANY INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEINER MITCHELL SHUSTER CENTRAL INDEX KEY: 0001276244 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 175 TOYOTA PLAZA STREET 2: 7TH FLOOR CITY: MEMPHIS STATE: TN ZIP: 38103 SC 13D/A 1 formsc13da.htm SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
VERU INC.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

314462102
(CUSIP Number)

Mitchell Steiner, M.D.
Veru Inc.
4400 Biscayne Blvd, Suite 888
Miami, Florida 33137-3212
(312) 595-9123
(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

July 31, 2017
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
CUSIP No. 314462102
1
NAMES OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
 
Mitchell Steiner, M.D.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
 
(b)
☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
SOURCE OF FUNDS
 
 
OO
 
 
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
 
☐
 
 
 
 
 
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
United States of America
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
 
7,759,142
 
 
 
 
8
SHARED VOTING POWER
 
 
0
 
 
 
 
9
SOLE DISPOSITIVE POWER
 
 
7,759,142
 
 
 
 
10
SHARED DISPOSITIVE POWER
 
 
0
 
 
 
 
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
7,759,142
 
 
 
 
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
☐
 
 
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
 
14.6% (1)
 
 
 
 
14
TYPE OF REPORTING PERSON
 
 
IN
 
 
 
 
 
(1)
The calculation of the percentage is based on 53,208,489 shares of Common Stock outstanding as of July 31, 2017, as reported to the Reporting Person by the Issuer on such date.
 
2
Preliminary Note:

This Amendment No. 1 amends and supplements the statement on Schedule 13D originally filed by Mitchell Steiner, M.D. (the "Reporting Person") with the Securities and Exchange Commission on November 7, 2016 (as hereby supplemented, the "Schedule").  Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Schedule.
 
Item 1.
Security and Issuer
 
Item 1 is hereby amended and restated as follows:
 
The Schedule relates to the common stock, par value $0.01 per share (the "Common Stock"), of Veru Inc. (formerly The Female Health Company), a Wisconsin corporation (the "Issuer").  The address of the Issuer's principal executive office is 4400 Biscayne Blvd., Suite 888, Miami, Florida 33137-3212.
 
Item 2.
Identity and Background
 
Item 2(b) is hereby amended and restated as follows:
 
(b)
The address of the Reporting Person is 4400 Biscayne Blvd., Suite 888, Miami, Florida 33137-3212.

Item 3.
Source and Amount of Funds or Other Consideration
 
Item 3 is hereby amended and supplemented by adding the following to the end of the Item 3 disclosure.
 
Effective July 31, 2017, each share of Series 4 Preferred Stock held by the Reporting Person automatically converted into 40 shares of Common Stock.  In addition, the shares of Common Stock reported as beneficially owned by the Reporting Person includes 55,000 shares of Common Stock acquired as a result of open market purchases in June 2017.
 
Item 5.
Interest in Securities of the Issuer
 
Item 5 is hereby amended and restated as follows:
 
The Reporting Person beneficially owns shares of Common Stock as follows:
 
 
Name
Shares of
Common Stock
Sole or Shared
Voting
Sole or Shared
Dispositive
% of Total
Outstanding
         
Mitchell Steiner, M.D.
7,759,142
Sole
Sole
14.6% (1)

(1)
The calculation of the percentage is based on 53,208,489 shares of Common Stock outstanding as of July 31, 2017, as reported to the Reporting Person by the Issuer on such date.
 
3
The information contained in Item 3 of this Schedule regarding the conversion of the Series 4 Preferred Stock into Common Stock is incorporated herein by reference.  Other than such conversion, the Reporting Person has not effected any transactions in the Common Stock during the past sixty days except that the Reporting Person purchased 40,000 shares of Common Stock in the open market on June 9, 2017 at an average purchase price of $1.2805 per share and the Reporting Person purchased 15,000 shares of Common Stock in the open market on June 12, 2017 at an average purchase price of $1.2598 per share.
 
4
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated as of August 2, 2017
  
   
 
/s/   Mitchel Steiner
  
 
Mitchell Steiner, M.D.
 
 
5