[8-K] Verrica Pharmaceuticals Inc. Reports Material Event

Rhea-AI Filing Summary

Verrica Pharmaceuticals (VRCA) filed an 8-K announcing a 1-for-10 reverse stock split. The Certificate of Amendment, approved by shareholders on 5 Jun 2025, becomes effective 24 Jul 2025 at 5:00 p.m. ET. At the Effective Time, every 10 issued and outstanding common shares will automatically convert into one share with no change in par value.

Post-split, shares outstanding will shrink from roughly 92.5 million to 9.25 million; fractional shares will be cashed out. All outstanding options and warrants, plus shares reserved under the 2018 Equity Incentive Plan and 2024 Inducement Plan, will be proportionally adjusted in both share count and exercise price. Trading will begin on a split-adjusted basis on Nasdaq on 25 Jul 2025 under a new CUSIP 92511W207.

The split is intended to consolidate the capital structure and help meet Nasdaq’s continued-listing requirements. It does not alter any stockholder’s percentage ownership, apart from rounding related to fractional shares.

Positive

• Maintains Nasdaq listing by likely lifting per-share price above minimum bid requirement
• Simplifies capital structure; lower share count could enhance per-share metrics and attract certain institutional investors

Negative

• Reverse split can signal financial weakness, potentially dampening investor sentiment
• Liquidity may decline as shares outstanding drop from 92.5 m to 9.25 m, possibly widening bid-ask spreads

Insights

Financial Analyst

TL;DR: 1-for-10 reverse split reduces float tenfold; improves bid price but may pressure sentiment.

The immediate effect is mechanical—share count falls to ~9.25 m, implying a tenfold share-price uplift absent market reaction. Management likely seeks to regain compliance with Nasdaq’s minimum $1 bid. While earnings per share will arithmetically rise, total equity value is unchanged, so valuation depends on market perception. Liquidity will decline, which can widen spreads and raise volatility. No change to fundamentals, but the move may signal prior price weakness and could deter some investors.

Corporate Governance Expert

TL;DR: Governance-approved reverse split preserves listing, neutral to control but carries optics risk.

Shareholders authorized the amendment, indicating procedural compliance. The company avoids issuing additional shares and prevents dilution; option and warrant adjustments maintain economic equivalence. Cash-out of fractional shares simplifies record-keeping. However, reverse splits are often viewed unfavorably by governance watchdogs as reactive measures to declining stock performance. Overall, impact is modestly negative to perception but materially safeguards listing status.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 22, 2025

Verrica Pharmaceuticals Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38529		46-3137900
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

44 West Gay Street, Suite 400 West Chester, PA		19380
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (484) 453-3300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock		VRCA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 3.03 Material Modification to Rights of Security Holders.

(a)

On July 22, 2025, Verrica Pharmaceuticals Inc. (the “Company”) filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a reverse stock split at a ratio of 1-for-10 (the “Charter Amendment”). The Charter Amendment was authorized by the stockholders of the Company at the Company’s Annual Meeting of Stockholders held on June 5, 2025.

Pursuant to the Charter Amendment, effective at 5:00 p.m. Eastern Time on July 24, 2025 (the “Effective Time”), every 10 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. As a result of the reverse stock split, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise or vesting of all stock options and warrants outstanding at the Effective Time, which will result in a proportional decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise of such stock options and warrants, and a proportional increase in the exercise price of all such stock options and warrants. In addition, the number of shares reserved for issuance under the Company’s 2018 Equity Incentive Plan and 2024 Inducement Plan immediately prior to the Effective Time will be reduced proportionately.

No fractional shares will be issued as a result of the reverse stock split. Stockholders of record who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. The reverse stock split will affect all stockholders proportionately and will not affect any stockholder’s percentage ownership of the Company’s common stock (except to the extent that the reverse stock split results in any stockholder owning only a fractional share).

The Company’s common stock will begin trading on The Nasdaq Global Market on a split-adjusted basis when the market opens on July 25, 2025. The new CUSIP number for the Company’s common stock following the reverse stock split will be 92511W207.

As of July 11, 2025, there were approximately 92.5 million shares of common stock outstanding. Immediately following the reverse stock split, there will be approximately 9.25 million shares of common stock outstanding (subject to adjustment due to the effect of cashing out fractional shares as described above).

A copy of the Charter Amendment is filed with this report as Exhibit 3.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit Title or Description
3.1		Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Verrica Pharmaceuticals Inc.
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: July 23, 2025						/s/ John J. Kirby
						John J. Kirby
						Interim Chief Financial Officer

FAQ

When will VRCA's reverse stock split take effect?

5:00 p.m. ET on 24 Jul 2025; split-adjusted trading begins 25 Jul 2025.

What is the ratio of Verrica Pharmaceuticals' reverse split?

The company is executing a 1-for-10 reverse stock split.

How many VRCA shares will be outstanding after the split?

Approximately 9.25 million shares, down from 92.5 million, subject to fractional adjustments.

Will VRCA issue fractional shares?

No. Fractional entitlements will be paid out in cash instead of issuing fractional shares.

Does the split change stockholder ownership percentages?

No. Each investor’s proportional ownership remains the same, except for minor rounding from fractional share cash-outs.

What is the new CUSIP for VRCA post-split?

The split-adjusted shares will carry CUSIP 92511W207.