Amendment: SEC Form SCHEDULE 13D/A filed by Verrica Pharmaceuticals Inc.
$VRCA
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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Verrica Pharmaceuticals Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
92511W207 (CUSIP Number) |
Paul B. Manning c/o PBM Capital Group, LLC, 200 Garrett Street, Suite S Charlottesville, VA, 22902 (434) 980-8100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/25/2025 (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 information required on 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).
SCHEDULE 13D
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| CUSIP No. | 92511W207 |
| 1 |
Name of reporting person
Paul B Manning | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,056,031.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
49.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13D
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| CUSIP No. | 92511W207 |
| 1 |
Name of reporting person
PBM Capital Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
25,663.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 92511W207 |
| 1 |
Name of reporting person
BKB Growth Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,348,372.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
20.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Verrica Pharmaceuticals Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
44 W. Gay Street, Suite 400, WEST CHESTER,
PENNSYLVANIA
, 19380. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D ("Amendment No. 2") is being filed as an amendment to the statement on Schedule 13D relating to common stock, par value $0.0001 per share (the "Common Stock") of Verrica Pharmaceuticals, Inc., a Delaware corporation (the "Issuer" or "Verrica"), as filed with the Securities and Exchange Commission (the "SEC") on July 15, 2022 (the "Initial Schedule 13D"), as amended on November 26, 2024 ("Amendment No. 1"). Effective July 24, 2025, the Issuer effected a 1-for-10 reverse stock split of the Issuer's common stock. The number of securities reported herein has been adjusted to reflect the reverse stock split. All capitalized terms not otherwise defined herein shall have the meanings ascribed to the terms in the Initial Schedule 13D and Amendment 1. This Amendment No. 2 is being filed to report the purchase of shares and warrants by the Reporting Person, as described herein.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of the date hereof, Mr. Manning beneficially owned (i) 3,958,189 shares of the Issuer's common stock held by Paul and Diane Manning, JTWROS; (ii) 332,433 shares of the Issuer's common stock held by The Paul B. Manning Revocable Trust dated May 10, 2000; (iii) 267,561 shares of the Issuer's common stock held by separate trusts for the benefit of the Reporting Person's immediate family members; and (iv) 123,813 shares of the Issuer's common stock issuable upon the exercise of warrants within 60 days of November 25, 2025. Mr. Manning exercises sole voting and dispositive power over such shares.
As of the date hereof, PBM Capital Investments, LLC ("PBM") is the record owner of 25,663 shares of the Issuer's common stock. Mr. Manning is the Chief Executive Officer of PBM and has sole voting and dispositive power over the shares held by PBM.
As of the date hereof, BKB Growth Investments, LLC ("BKB") is the record owner of 3,348,372 shares of the Issuer's common stock. Mr. Manning is a co-manager of the manager of BKB and has shared voting and dispositive power over the shares held by BKB.
Each of Mr. Manning, PBM and BKB may be deemed to beneficially own 49.9%, 0.2% and 20.9%, respectively, of the Issuer's outstanding Common Stock, which percentages are calculated based upon 15,989,861 shares of the Issuer's common stock outstanding as of November 25, 2025, as provided by the Issuer.
Collectively, the Reporting Persons beneficially own an aggregate of 8,056,031 shares of Common Stock, which represents 49.9% of the Issuer's outstanding Common Stock. Mr. Manning is not entitled to exercise any portion of the warrants that, upon giving effect to such exercise, would cause the aggregate number of shares of our common stock beneficially owned by him to exceed 49.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise. BKB is not entitled to exercise any portion of the warrants that, upon giving effect to such exercise, would cause the aggregate number of shares of our common stock beneficially owned by it to exceed 19.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise. | |
| (b) | Mr. Manning has sole voting and dispositive power over 4,681,996 shares of the Issuer's common stock and shared voting and dispositive power over 3,374,035 of the Issuer's common stock.
PBM has sole voting and dispositive power over 25,663 shares of the Issuer's common stock.
BKB has sole voting and dispositive power over 3,348,372 shares of the Issuer's common stock.
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| (c) | On November 25, 2025, Mr. Manning purchased 1,375,380 investment units each of which consists of a share of the Issuer's Common Stock and a Series C warrant for one quarter of a share of Common Stock. BKB purchased 2,750,762 investment units each of which consists of a share of the Issuer's Common Stock and a Series C warrant for one quarter of a share of Common Stock. Each unit was purchased for $4.2425. | |
| (d) | Except as set forth herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of the Reporting Persons. | |
| (e) | Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. | |
A. Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13D, filed by the Reporting Persons on July 15, 2022) | ||
| SIGNATURE | |
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.
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