| Item 1.01 |
Entry Into A Material Definitive Agreement. |
Private Placement of Common Stock and Warrants
On November 23, 2025, Verrica Pharmaceuticals, Inc. (the “Company”) entered into a Securities Purchase Agreement with certain institutional investors (the “Institutional Investor Purchase Agreement”) and a Securities Purchase Agreement with other accredited investors (together with the Institutional Investor Purchase Agreement, the “Purchase Agreements” and the investors under the Purchase Agreements, the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement transaction (the “Private Placement”) an aggregate of (i) 6,499,826 shares (the “Shares”) of the Company’s common stock, par value $0.0001 (“Common Stock”), (ii) with respect to certain Purchasers, pre-funded warrants to purchase 5,305,164 shares of Common Stock (the “Pre-Funded Warrants”) in lieu of Shares and (iii) in either case, accompanying Series C warrants to purchase 2,951,241 shares of Common Stock (the “Series C Warrants”). The purchase price per share of Common Stock and accompanying Series C Warrant is $4.24125 per share (the “Purchase Price”) and the purchase price for the Pre-Funded Warrants and accompanying Series C Warrant is the Purchase Price minus $0.0001 per Pre-Funded Warrant. The Company anticipates receiving gross proceeds of approximately $4.24115 million from the Private Placement, before deducting fees payable to the placement agent for the Private Placement and offering expenses payable by the Company, and without giving effect to any exercises of the Series C Warrants. The Private Placement is expected to close on or about November 25, 2025 (the “Closing”), subject to satisfaction of customary closing conditions.
The Pre-Funded Warrants have a per share exercise price of $0.0001, subject to proportional adjustments in the event of stock splits or combinations or similar events. The Pre-Funded Warrants will not expire until exercised in full. The Series C Warrants are immediately exercisable and have a per share exercise price of $6.315, subject to proportional adjustments in the event of stock splits or combinations or similar events, as well as adjustments for future issuances by the Company below the exercise price of the Series C Warrant subject to the limitations and carve outs set forth therein. The Series C Warrants will expire on the fifth anniversary of the Closing. Neither the Pre-Funded Warrants nor the Series C Warrants may be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 61 days’ notice to the Company, but not to any percentage in excess of 19.99% or, in certain cases, 9.99%.
On November 23, 2025, the Company also entered into a Registration Rights Agreement with the Purchasers. Under the terms of the Registration Rights Agreement, the Company has agreed to prepare and file, within 30 days after the Closing, one or more registration statements with the Securities and Exchange Commission to register for resale the Common Stock and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Series C Warrants issued pursuant to the Purchase Agreements, and to cause the applicable registration statements to become effective within a specified period.
The Purchase Agreements contain customary representations, warranties and covenants. Such representations, warranties and covenants (i) are intended as a way of allocating risk between the parties to the Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the form of Purchase Agreements are included with this filing only to provide investors with information regarding the terms of transaction and not to provide investors with any other factual information regarding the Company.
Pursuant to the Institutional Investor Purchase Agreement, the Company has also agreed to appoint a designee selected by Caligan Partners LP (“Caligan”) as a Class I member of the Company’s Board of Directors (“Board”) promptly following the Closing. Caligan will retain the right to appoint a Board member for so long as it continues to hold at least half of the Pre-Funded Warrants it purchased in the Private Placement, subject to compliance with Nasdaq listing rules. In addition, so long as Caligan has the right to appoint a Board member, Caligan will also have the right to designate a Board observer.
Pursuant to the Institutional Investor Purchase Agreement, the Company has agreed to use $35.0 million of the net proceeds of the Private Placement to settle its outstanding obligations, and terminate all outstanding commitments, under that certain Credit Agreement dated as of July 26, 2023, as amended and waived from time to time, by and
