--- title: "Veru sells FC2 female condom business to Clear Future for $18.0 million in cash" url: "https://aibio.space/news/veru-sells-fc2-female-condom-business-clear-future-18-0-million-cash/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2025-01-03" section: "Distress" tickers: "NASDAQ:VERU" source: "https://www.sec.gov/Archives/edgar/data/863894/000143774925000208/veru20241220_8k.htm" summary: "The sale closed December 30, 2024. Veru expects about $12.5 million in net proceeds after a $4.2 million change of control payment to SWK Funding LLC, whic" --- By the aibio.space news desk. Sources - [VERU INC. Form 8-K filed January 3, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/863894/000143774925000208/veru20241220_8k.htm) - [veru20240930_10k.htm](https://www.sec.gov/Archives/edgar/data/863894/000143774924037576/veru20240930_10k.htm) [VERU](https://aibio.space/companies/veru/) 2025-01-03 # Veru sells FC2 female condom business to Clear Future for $18.0 million in cash Tickers [VERU](https://aibio.space/companies/veru/) The sale closed December 30, 2024. Veru expects about $12.5 million in net proceeds after a $4.2 million change of control payment to SWK Funding LLC, which ended a residual royalty agreement. ## Key facts - **Company**: Veru Inc. (NASDAQ: VERU) - **News type**: Distress - **Primary source**: [VERU INC. Form 8-K filed January 3, 2025 (SEC EDGAR)](https://www.sec.gov/Archives/edgar/data/863894/000143774925000208/veru20241220_8k.htm) *The Capitol dome seen from below. Photo: U.S. Department of Homeland Security (Source), CC0, via rawpixel. The picture shows the field, not the companies named.* Veru Inc. (Nasdaq: [VERU](https://aibio.space/companies/veru/)) said in a Form 8-K filed January 3, 2025 that it sold substantially all of the assets of its FC2 female condom business to Clear Future, Inc. for $18.0 million in cash, subject to adjustment. The deal closed on December 30, 2024. Veru estimates that proceeds to the company, after a $4.2 million change of control payment to SWK Funding LLC and other customary transaction fees, will be approximately $12.5 million. The [8-K](https://www.sec.gov/Archives/edgar/data/863894/000143774925000208/veru20241220_8k.htm) reports the sale, the end of a royalty agreement and the related pro forma financial statements. ## The terms of the sale Veru and its wholly owned subsidiary The Female Health Company Limited, together the Sellers, signed a Stock and Asset Purchase Agreement with Clear Future, Inc. on December 30, 2024. The purchaser bought substantially all assets tied to the FC2 Female Condom (internal condom) business, including the stock of Veru's U.K. and Malaysian operating subsidiaries. It assumed only certain liabilities that the agreement specifies. The $18.0 million price is subject to a customary working capital adjustment, which depends on whether certain working capital items at closing are above or below a target set in the agreement. Each side gave customary representations, warranties and covenants, and each agreed to indemnify the other for breaches of them and for certain other matters. ## The SWK royalty payment The net figure takes into account a change of control payment owed to SWK Funding LLC under a Residual Royalty Agreement dated March 5, 2018. On December 30, 2024, in connection with the closing, Veru paid SWK $4.2 million, and the royalty agreement terminated under its terms. The filing reports this under Item 1.02, the end of a material agreement, and Item 2.04, events that accelerate or increase a direct financial obligation. The 8-K also attaches unaudited pro forma financial statements, which Veru cautions do not necessarily show what results would have been had the sale taken place on those dates. ## Losses and the going concern warning The sale removes the company's commercial product from its own portfolio, and the proceeds arrive against a record of heavy losses. Veru's Form 10-K, filed December 16, 2024 for the fiscal year ended September 30, 2024, reports a net loss of $37.8 million for fiscal 2024 and operating cash use of $21.7 million. In fiscal 2023, the net loss was $93.2 million and operating activities used $88.0 million. The auditor's report in that 10-K includes an explanatory paragraph on going concern. It says the company's losses from operations and need for additional funding raise substantial doubt about its ability to continue as a going concern for one year after the financial statements are issued. The 10-K adds that investors may lose all or part of their investment. ## What remains in the pipeline The 10-K describes Veru as a late clinical stage biopharmaceutical company with two late-stage new chemical entities, enobosarm and sabizabulin. Enobosarm, an oral selective androgen receptor modulator, is being developed to augment fat loss and prevent lean mass loss in older sarcopenic obese or overweight patients receiving a GLP-1 receptor agonist. It is also being developed for certain breast cancer patients, subject to the availability of sufficient funding. The company says it does not intend to develop sabizabulin further for viral-induced ARDS until it obtains funding from government grants, pharmaceutical company partnerships or other third-party sources. The sabizabulin program therefore waits on money the company does not yet have. The 10-K calls FC2 an FDA-approved commercial product and says Veru seeks to operate and grow its sexual health program to help fund clinical development. With FC2 sold, that funding source is gone, and the 10-K says the company will need substantial capital for drug development and any related commercialization. ## People named in the filings Michele Greco, Chief Financial Officer and Chief Administrative Officer, signed the 8-K. The 8-K and its exhibits name no other officers. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story VERU Veru Inc. 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Cite as: aibio.space, "Veru sells FC2 female condom business to Clear Future for $18.0 million in cash", 2025-01-03, https://aibio.space/news/veru-sells-fc2-female-condom-business-clear-future-18-0-million-cash/