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March 27, 2023
Mitchell Steiner, M.D.
Chairman, President and Chief Executive Officer
Veru Inc.
2916 N. Miami Avenue
Suite 1000
Miami, Florida 33127
Re:Veru Inc.
Registration Statement on Form S-3
Filed March 16, 2023
File No. 333-270606
Dear Mitchell Steiner:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3 filed March 16, 2023
Risk Factors, page 3
1.We note the disclosure in your Form 10-Q for the quarter ended December 31, 2022,
which is incorporated by reference into this registration statement, that you “experienced a
decrease compared to the prior year period of 99% in FC2 net revenues in the U.S.
prescription channel,” which was “primarily due to lower volume from telemedicine
customers as a result of business challenges they have been experiencing.” We also note
the risk factor on page 4 of the Form S-3 stating that your net revenues from sales of FC2
may not return to past levels and that you are working to restore ordering and utilization
patterns in future periods.

 FirstName LastNameMitchell Steiner, M.D.
 Comapany NameVeru Inc.
 March 27, 2023 Page 2
 FirstName LastName
Mitchell Steiner, M.D.
Veru Inc.
March 27, 2023
Page 2
We reference a press release from the California Attorney General dated February 7,
2023, that announced a $15 million settlement against The Pill Club which involves,
among other things, allegations of unlawful billing of California’s Medicaid program for
large quantities of FC2. To the extent that this matter and resulting settlement agreement
is related to your decrease in revenues, please revise your disclosure to discuss, noting the
amount of U.S. prescription channel revenue from sales of FC2 that involved The Pill
Club. Otherwise, revise your disclosure to discuss the "business challenges" experienced
in more detail.
Incorporation by Reference, page 33
2.We note that your registration statement incorporates by reference your Form 10-K for the
fiscal year ended September 30, 2022, which in turn incorporates by reference certain Part
III information from a definitive proxy statement that you filed on January 27, 2023.
Please revise to specifically incorporate by reference this proxy statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Ben Lombard, Esq.