SEC Form 8-K filed by Verrica Pharmaceuticals Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
Announcement of Offering
On November 20, 2024, Verrica Pharmaceuticals Inc. (the “Company”) issued a press release announcing that it had commenced an underwritten public offering of shares of its common stock (or pre-funded warrants to purchase shares of its common stock in lieu thereof) and accompanying warrants to purchase shares of its common stock (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (File No. 333-268229) (the “Registration Statement”) and a related prospectus and prospectus supplement, in each case filed with the Securities and Exchange Commission (the “SEC”). A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
In connection with the Offering, the Company filed a preliminary prospectus supplement to the Registration Statement on November 20, 2024 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The preliminary prospectus supplement described certain elements of the Company’s business strategy, preclinical and clinical pipeline and risk factors, including those attached as Exhibit 99.2 and incorporated by reference herein.
The disclosures on this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offers, solicitations, or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act.
Termination of ATM Prospectus
On November 20, 2024, the Company notified Jefferies LLC (“Jefferies”) that it was suspending and terminating the prospectus related to the Company’s common stock, $0.0001 par value per share (the “ATM Prospectus”) issuable pursuant to the terms of the Open Market Sale AgreementSM, dated November 7, 2022 (the “Open Market Sales Agreement”), by and between the Company and Jefferies. The Company has not issued or sold any shares of its common stock pursuant to the Open Market Sales Agreement. The Company will not make any sales of its securities pursuant to the Open Market Sales Agreement unless and until a new prospectus, prospectus supplement or a new registration statement is filed. Other than the termination of the ATM Prospectus, the Open Market Sales Agreement remains in full force and effect.
A copy of the Open Market Sales Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on November 7, 2022.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,” “expects,” “intends,” “projects,” “plans,” and “future” or similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements concerning the Company’s anticipated public offering, including the uncertainties related to market conditions and the completion of the public offering on the anticipated terms, if at all. Forward-looking statements are based on management’s current expectations and are subject to various risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied by such forward-looking statements. Accordingly, these forward-looking statements do not constitute guarantees of future performance, and you are cautioned not to place undue reliance on these forward-looking statements. Risks regarding the Company’s business are described in detail in its SEC filings, including in the Company’s Annual Report on Form 10-K for the full-year ended December 31, 2023, and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, which are available on the SEC’s website at www.sec.gov. Additional information will be made available in other filings that the Company makes from time to time with the SEC. These forward-looking statements speak only as of the date hereof, and the Company disclaims any obligation to update these statements except as may be required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release, dated November 20, 2024. | |
| 99.2 | Additional Business Information and Risk Factors. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Verrica Pharmaceuticals Inc. | ||||||
| Date: November 20, 2024 | /s/ John J. Kirby | |||||
| John J. Kirby | ||||||
| Interim Chief Financial Officer | ||||||