SEC Form S-8 filed by Verrica Pharmaceuticals Inc.
As filed with the Securities and Exchange Commission on December 9, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VERRICA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
| 44 West Gay Street, Suite 400 | ||||
| Delaware | West Chester, PA 19380 | 46-3137900 | ||
| (State or other jurisdiction of incorporation or organization) |
(Address of principal executive offices) (Zip code) | (I.R.S. Employer Identification No.) |
Inducement Plan
(Full title of the plan)
Jayson Rieger
Verrica Pharmaceuticals, Inc.
44 West Gay Street, Suite 400
West Chester, PA 19380
(Name and address of agent for service)
(484) 453-3300
(Telephone number, including area code, of agent for service)
Copies to:
Mark Ballantyne
Asheley Walker
Cooley LLP
One Freedom Square
Reston Town Center
11951 Freedom Drive
Reston, VA 20190
(703) 456-8000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, Verrica Pharmaceuticals Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 2,500,000 additional shares of its common stock under the Inducement Plan. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
| a | The contents of the earlier registration statement on Form S-8 related to the Inducement Plan, previously filed with the Commission on November 6, 2024 (File No. 333-283039). |
| b | The Registrant’s Annual Report on Form 10-K (File No. 001-38529) for the fiscal year ended December 31, 2023, filed with the Commission on February 29, 2024. |
| c | The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2024 from the Registrant’s definitive proxy statement on Schedule 14A, as filed with the Commission on April 19, 2024. |
| d | The Registrant’s Quarterly Reports on Form 10-Q (File No. 001-38529) for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024, filed with the Commission on May 13, 2024, August 14, 2024, and November 5, 2024, respectively. |
| e | The Registrant’s Current Reports on Form 8-K (File No. 001-38529) filed with the Commission on May 15, 2024 (with respect to Items 1.01, 3.02 and 9.01 only); June 10, 2024; June 28, 2024; August 5, 2024; August 27, 2024; September 6, 2024; September 27, 2024; October 1, 2024; October 8, 2024; November 4, 2024 (with respect to Items 5.02 and 9.01 only); November 20, 2024; November 21, 2024; and December 9, 2024. |
| f | The description of the Registrant’s common stock which is contained in a registration statement on Form 8-A filed on June 13, 2018 (File No. 001-38529) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by the description of the Registrant’s common stock contained in the Registrant’s Annual Report on Form 10-K (File No. 001-38259) for the fiscal year ended December 31, 2019, filed with the Commission on March 13, 2020, including any amendment or report filed for the purpose of updating such description. |
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 8. | EXHIBITS |
| (1) | Previously filed as Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225104), filed with the Commission on May 22, 2018, and incorporated by reference herein. |
| (2) | Previously filed as Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225104), filed with the Commission on May 22, 2018, and incorporated by reference herein. |
| (3) | Previously filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-38529), filed with the Commission on November 4, 2024, and incorporated by reference herein. |
| (4) | Previously filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-38529), filed with the Commission on November 4, 2024, and incorporated by reference herein. |
| (5) | Previously filed as Exhibit 10.6 to the Registrant’s Current Report on Form 8-K (File No. 001-38529), filed with the Commission on November 4, 2024, and incorporated by reference herein. |
| (6) | Previously filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38529), filed with the Commission on December 9, 2024, and incorporated by reference herein. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of West Chester, Commonwealth of Pennsylvania, on December 9, 2024.
| VERRICA PHARMACEUTICALS INC. | ||
| By: | /s/ Jayson Rieger | |
| Jayson Rieger | ||
| President and Chief Executive Officer (Principal Executive Officer) | ||
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints Jayson Rieger, John J. Kirby and Christopher Hayes each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Jayson Rieger Jayson Rieger |
President, Chief Executive Officer and Director (Principal Executive Officer) |
December 9, 2024 | ||
| /s/ John J. Kirby John J. Kirby |
Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
December 9, 2024 | ||
| /s/ Paul B. Manning Paul B. Manning |
Director | December 9, 2024 | ||
| /s/ Sean Stalfort Sean Stalfort |
Director | December 9, 2024 | ||
| /s/ Mark Prygocki Mark Prygocki |
Director | December 9, 2024 | ||
| /s/ Lawrence Eichenfield Lawrence Eichenfield |
Director | December 9, 2024 | ||
| /s/ Diem Nguyen Diem Nguyen |
Director | December 9, 2024 | ||