[SCHEDULE 13G/A] Verrica Pharmaceuticals Inc. SEC Filing

Rhea-AI Filing Summary

Armistice Capital, LLC and Steven Boyd report collective beneficial ownership of 9,235,571 shares of Verrica Pharmaceuticals Inc. (VRCA), representing 9.99% of the outstanding common stock. The filing states Armistice Capital is the investment manager of the direct holder, Armistice Capital Master Fund Ltd., and exercises shared voting and dispositive power over the reported shares; Mr. Boyd, as managing member, is likewise reported with shared voting and dispositive power. The filing affirms the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Positive

• Transparent disclosure of a significant 9.99% stake and the relationship between Armistice Capital, the Master Fund, and Steven Boyd
• Filing on Schedule 13G with certification that shares are held in the ordinary course of business (not to change or influence control)

Negative

• Stake size at 9.99% sits just below the 10% threshold, which may attract investor and regulatory attention
• Shared voting and dispositive power indicates concentration of influence through the investment manager rather than widely dispersed ownership

Insights

Financial Analyst

TL;DR: A registered investment manager and its managing member hold just under 10% of VRCA, creating a meaningful minority stake without declaring control intent.

The 9.99% stake is material in size and could affect shareholder dynamics because it approaches the 10% disclosure threshold that often triggers additional regulatory and market attention. The filing clarifies shared voting and dispositive power rather than sole control, and disclaims intent to influence control. Investors should note the ownership is through a managed fund, with the manager exercising voting rights per the investment management agreement.

Corporate Governance Expert

TL;DR: Near-10% ownership by an activist-capable manager raises governance relevance, though the filing denies control objectives.

The Schedule 13G/A indicates Armistice Capital, via its Master Fund, holds 9.99% with shared voting/dispositive power. The joint filing statement and certification signal coordinated reporting and compliance. Because the report is on Schedule 13G (not 13D) and includes the ordinary-course certification, the filers assert they are not seeking to influence control, which limits immediate governance concerns but keeps them positioned to be an influential minority holder.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Verrica Pharmaceuticals Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

92511W108

(CUSIP Number)

03/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92511W108

1

Names of Reporting Persons

Armistice Capital, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,235,571.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,235,571.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,235,571.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. 92511W108

1

Names of Reporting Persons

Steven Boyd

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 9,235,571.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 9,235,571.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,235,571.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Verrica Pharmaceuticals Inc.
(b)	Address of issuer's principal executive offices: 10 NORTH HIGH STREET, SUITE 200, WEST CHESTER, PA, 19380
Item 2.
(a)	Name of person filing: Armistice Capital, LLC Steven Boyd Collectively, the "Reporting Persons"
(b)	Address or principal business office or, if none, residence: Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America Steven Boyd c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, New York 10022 United States of America
(c)	Citizenship: Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP No.: 92511W108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 9,235,571
(b)	Percent of class: 9.99 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 9,235,571
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 9,235,571 The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer. Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

Armistice Capital, LLC

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd - Managing Member
Date:	05/15/2025

Steven Boyd

Signature:	/s/ Steven Boyd
Name/Title:	Steven Boyd
Date:	05/15/2025

Exhibit Information

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: May 15, 2025 Armistice Capital, LLC By: /s/ Steven Boyd Steven Boyd - Managing Member Steven Boyd By: /s/ Steven Boyd

FAQ

How many Verrica Pharmaceuticals (VRCA) shares does Armistice Capital report owning?

The filing reports 9,235,571 shares beneficially owned collectively, representing 9.99% of the class.

Does the Schedule 13G/A state Armistice Capital intends to influence control of VRCA?

No. The filing includes a certification that the securities are held in the ordinary course of business and were not acquired to change or influence control.

What voting and dispositive powers are reported for the VRCA shares?

The filing shows 0 sole voting/dispositive power and 9,235,571 shared voting and dispositive power for the reporting persons.

Through what vehicle does Armistice Capital hold the VRCA shares?

Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd., the direct holder of the reported shares.

Who signed the Schedule 13G/A for Armistice Capital and VRCA?

The filing is signed by Steven Boyd as Managing Member of Armistice Capital and individually, dated May 15, 2025.