VRCA

Business Context and Reporting Period

Company: Verrica Pharmaceuticals Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: November 23, 2025
Event: Entry into a Material Definitive Agreement for a private placement of common stock and warrants.

Key Financial Metrics and Transaction Details

Transaction Structure: Private placement of common stock, pre-funded warrants, and Series C warrants.
Securities Issued:

• 6,499,826 shares of Common Stock.
• 5,305,164 Pre-Funded Warrants (in lieu of shares for certain purchasers).
• 2,951,241 Series C Warrants (accompanying the above).

Pricing:

• Common Stock Purchase Price: $4.24125 per share.
• Pre-Funded Warrant Price: $4.24115 per warrant (Purchase Price minus $0.0001).
• Series C Warrant Exercise Price: $6.315 per share.

Proceeds: Anticipated gross proceeds of approximately $4.24115 million (before fees and expenses).
Debt Settlement: The Company agreed to use $35.0 million of net proceeds to settle outstanding obligations under a Credit Agreement with OrbiMed Royalty & Credit Opportunities IV, LP. The Company had previously borrowed $50.0 million under a facility with a $125.0 million aggregate principal amount.

Material Changes and Governance

Board Composition: Caligan Partners LP will appoint a Class I member to the Board of Directors and designate a Board observer. This right persists as long as Caligan holds at least half of the Pre-Funded Warrants purchased.
Registration Rights: The Company must file a registration statement within 30 days of closing to register the resale of the issued securities.
Warrant Terms:

• Pre-Funded Warrants: Exercise price of $0.0001; no expiration until exercised in full.
• Series C Warrants: Immediately exercisable; expire on the fifth anniversary of closing; subject to beneficial ownership limitations (generally 19.99% or 9.99%).

Guidance, Outlook, and Risks

Closing Date: Expected on or about November 25, 2025, subject to customary conditions.
Risks and Contingencies:

• The transaction is subject to satisfaction of closing conditions.
• Warrant exercises are subject to beneficial ownership limitations unless notice is provided to adjust the cap.
• The filing includes representations and warranties that allocate risk between parties and may apply materiality standards different from those viewed by stockholders.

Management Commentary: The filing does not provide specific operational guidance or future financial projections beyond the immediate use of proceeds for debt settlement.

Investor Verification Checklist

• Verify the actual closing date and final net proceeds after deducting placement agent fees and offering expenses.
• Confirm the exact amount of debt settled versus the $35.0 million commitment and the remaining balance of the OrbiMed Credit Agreement.
• Review the full text of the Securities Purchase Agreements (Exhibits 10.1 and 10.2) for specific covenants and representations.
• Monitor the filing of the registration statement for resale of securities within the required 30-day window post-closing.
• Assess the impact of the new Series C warrants (exercise price $6.315) on potential future dilution.