12/30/2025 | Press release | Distributed by Public on 12/30/2025 06:08
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Pre-Funded Warrants (right to buy) | 11/25/2025 | (2) | Common Stock | 4,126,239(3) | $0.0001 | I | See footnote(1) |
| Series C Warrants (right to buy) | 11/25/2025 | 11/25/2030 | Common Stock | 1,031,559(3) | $6.315 | I | See footnote(1) |
| Series B Warrants (right to buy) | 11/22/2024 | 11/22/2029 | Common Stock | 421,346(3) | $13.35 | I | See footnote(1) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Caligan Partners LP 780 THIRD AVENUE 30TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
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JOHNSON DAVID EDWARD 780 THIRD AVENUE 30TH FLOOR NEW YORK, NY 10017 |
See Remarks | |||
| Caligan Partners LP, By: /s/ David Johnson, Managing Partner | 12/30/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ David Edward Johnson | 12/30/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This Form 3 is filed by Caligan Partners LP ("Caligan") and David Johnson with respect to the securities held by Caligan Partners Master Fund LP, a Cayman Islands limited partnership, and managed accounts to which Caligan serves as investment manager. Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan. |
| (2) | The Pre-Funded Warrants will not expire until exercised in full. |
| (3) | Pursuant to the terms of the Pre-Funded Warrants, the Series C Warrants and the Series B Warrants (collectively, the "Warrants"), the Reporting Persons cannot exercise any of the Warrants to the extent the Reporting Persons would beneficially own, after any such exercise, more than 9.99% of the outstanding Common Stock (the "9.99% Blocker"). Consequently, at this time, the Reporting Persons are not able to exercise all of the Warrants reported herein due to the 9.99% Blocker. |
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Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 3 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Each of the Reporting Persons may be deemed to be a director by deputization of Verrica Pharmaceuticals Inc. (the "Issuer") by virtue of the fact that Dr. Charles Frantzreb, a Partner at Caligan, currently serves on the Issuer's board of directors. |
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