Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 04:08PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND
(d)
AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
(Amendment
No. 2)*
Verrica
Pharmaceuticals Inc.
(Name
of Issuer)
Common
Stock, $0.0001 par value per share
(Title
of Class of Securities)
9251
1W 108
(CUSIP
Number)
December
31, 2020
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 9251 1W 108
|
13G
|
Page
2 of 8 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Paul
B. Manning
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
8,356,0281
|
6
|
SHARED
VOTING POWER
1,481,7192
|
7
|
SOLE
DISPOSITIVE POWER
8,356,0281
|
8
|
SHARED
DISPOSITIVE POWER
1,481,7192
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,837,7473
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
38.0%4
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
1
|
Consists
of: (i) 7,754,783 shares of the Issuer’s common stock held directly by Paul B. Manning; (ii) 344,611 shares of the
Issuer’s common stock held by Paul and Diane Manning, JTWROS; and (iii) 256,634 shares of the Issuer’s common
stock held by PBM Capital Investments, LLC.
|
|
|
|
|
2
|
Consists of 1,481,719 shares of the Issuer's common stock held by BKB Growth Investments, LLC.
|
|
|
|
|
3
|
Consists of: (i) 7,754,783 shares of the Issuer's common stock held directly by Paul B. Manning; (ii) 344,611 shares of the Issuer's common stock held by Paul and Diane Manning, JTWROS; (iii) 256,634 shares of the Issuer's common stock held by PBM Capital Investments, LLC and (iv) 1,481,719 shares of the Issuer's common stock held by BKB Growth Investments, LLC.
|
|
|
|
|
4
|
This
percentage is calculated based upon 25,865,542 shares of the Issuer’s common stock outstanding as of November 1, 2020,
as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange
Commission on November 9, 2020.
|
|
|
|
CUSIP
No. 9251 1W 108
|
13G
|
Page
3 of 8 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
PBM
Capital Investments, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
256,634
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
256,634
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
256,634
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.0%5
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
5
|
This
percentage is calculated based upon 25,865,542 shares of the Issuer’s common stock outstanding as of November 1, 2020,
as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange
Commission on November 9, 2020.
|
CUSIP
No. 9251 1W 108
|
13G
|
Page
4 of 8 Pages
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
BKB
Growth Investments, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(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
1,481,719
|
6
|
SHARED
VOTING POWER
0
|
7
|
SOLE
DISPOSITIVE POWER
1,481,719
|
8
|
SHARED
DISPOSITIVE POWER
0
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,481,719
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.7%6
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
6
|
This
percentage is calculated based upon 25,865,542 shares of the Issuer’s common stock outstanding as of November 1, 2020,
as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2020, filed with the Securities and Exchange
Commission on November 9, 2020.
|
CUSIP
No. 9251 1W 108
|
13G
|
Page
5 of 8 Pages
|
Item
1.
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
|
Paul
B. Manning
PBM Capital Investments, LLC
BKB Growth Investments, LLC
|
(b)
|
Address
of Principal Business Office or, if none, Residence
|
c/o
PBM Capital Group, LLC
200 Garrett Street, Suite S
Charlottesville, VA 22902
Paul
B Manning is a United States Citizen.
PBM Capital Investments, LLC is a Delaware limited liability company.
BKB Growth Investments, LLC is a Delaware limited liability company.
|
(d)
|
Title
of Class of Securities
|
Common
Stock
9251
1W 108
|
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:
NOT APPLICABLE.
|
(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);
|
(k)
|
☐
|
Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
|
If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: .
CUSIP
No. 9251 1W 108
|
13G
|
Page
6 of 8 Pages
|
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
(a)
|
Amount
beneficially owned: See responses to Item 9 on the attached cover pages.
|
(b)
|
Percent
of class: See the responses to Item 11 on the attached cover pages.
|
(c)
|
Number
of shares as to which the person has:
|
|
(i)
|
Sole
power to vote or to direct the vote – See the responses to Item 5 on the attached cover pages.
|
|
(ii)
|
Shared
power to vote or to direct the vote – 0
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of – See the responses to Item 7 on the attached cover pages.
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of – 0
|
|
|
|
|
Instruction.
For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
Applicable
CUSIP
No. 9251 1W 108
|
13G
|
Page
7 of 8 Pages
|
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
|
Not
Applicable
|
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
Applicable
|
Item
9.
|
Notice
of Dissolution of Group.
|
Not
Applicable
Not
Applicable.
CUSIP
No. 9251 1W 108
|
13G
|
Page
8 of 8 Pages
|
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.
February
16, 2021
|
|
|
|
|
|
|
/s/
Paul B. Manning
|
|
|
Paul
B. Manning
|
|
|
|
|
|
BKB
Growth Investments, LLC
|
|
|
By
Tiger Lily Capital, LLC, its manager
|
|
|
|
|
|
By:
|
/s/
Paul B. Manning
|
|
|
Name:
|
Paul
B. Manning
|
|
|
Title:
|
Manager
|
|
|
|
|
|
By:
|
/s/
Bradford Manning
|
|
|
Name:
|
Bradford
Manning
|
|
|
Title:
|
Manager
|
|
|
|
|
|
PBM
Capital Investments, LLC
|
|
|
By:
PBM Capital Group, LLC, its manager
|
|
|
|
|
|
By:
|
/s/
Paul B. Manning
|
|
|
Name:
|
Paul
B. Manning
|
|
|
Title:
|
Chief
Executive Officer
|
|
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