Statement of Beneficial Ownership (sc 13d)
July 15 2022 - 4:16PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
Verrica Pharmaceuticals Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
92511W108
(CUSIP Number)
Paul B. Manning
c/o PBM Capital Group, LLC
200 Garrett Street, Suite S
Charlottesville, VA 22902
(434) 980-8100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 5, 2022
(Date of Event Which Requires Filing of
this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
* 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 disclosures provided in a prior cover page.
The information required on 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. 92511W108 |
1. |
Names of Reporting Persons
Paul B. Manning |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x |
3. |
SEC
Use Only |
4. |
Source of Funds (See Instructions)
PF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
United States |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
13,907,762 (1) |
8. |
Shared Voting Power
1,481,719 (2) |
9. |
Sole Dispositive Power
13,907,762 (1) |
10. |
Shared Dispositive Power
1,481,719 (2) |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
15,389,481 (3) |
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
37.4% (4) |
14. |
Type of Reporting Person (See Instructions)
IN |
| (1) | Consists of: (i) 13,651,128 shares of
the Issuer’s common stock held by Paul and Diane Manning, JTWROS; and (ii) 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) 13,651,128 shares of the Issuer's common stock held by Paul and Diane Manning,
JTWROS; (ii) 256,634 shares of the Issuer's common stock held by PBM Capital Investments,
LLC; and (iii) 1,481,719 shares of the Issuer's common stock held by BKB Growth Investments,
LLC. |
| (4) | This percentage is calculated based upon
41,094,053 shares of the Issuer’s common stock outstanding as of July 8, 2022,
as reported by the Issuer to the Reporting Persons on July 11, 2022. |
CUSIP
No. 92511W108 |
1. |
Names of Reporting Persons
PBM Capital Investments, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x |
3. |
SEC
Use Only
|
4. |
Source of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
|
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
256,634 |
8. |
Shared Voting Power
0 |
9. |
Sole Dispositive Power
256,634 |
10. |
Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
256,634 |
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
0.6% (1) |
14. |
Type of Reporting Person (See Instructions)
OO |
| (1) | This
percentage is calculated based upon 41,094,053 shares of the Issuer’s common stock
outstanding as of July 8, 2022, as reported by the Issuer to the Reporting Persons on
July 11, 2022. |
CUSIP
No. 92511W108 |
1. |
Names of Reporting Persons
BKB Growth Investments, LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions) |
|
(a)
(b) |
¨
x |
3. |
SEC
Use Only |
4. |
Source of Funds (See Instructions)
AF |
5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
6. |
Citizenship or Place of Organization
Delaware |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole Voting Power
1,481,719 |
8. |
Shared Voting Power
0 |
9. |
Sole Dispositive Power
1,481,719 |
10. |
Shared Dispositive Power
0 |
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,481,719 |
12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
13. |
Percent of Class Represented by Amount in Row (11)
3.6% (1) |
14. |
Type of Reporting Person (See Instructions)
OO |
| (1) | This
percentage is calculated based upon 41,094,053 shares of the Issuer’s common stock
outstanding as of July 8, 2022, as reported by the Issuer to the Reporting Persons on
July 11, 2022. |
| Item 1. | Security and Issuer |
The class of equity securities to which this statement on Schedule 13D
relates is the Common Stock, $0.0001 par value per share (“Common Stock”) of Verrica Pharmaceuticals Inc., a Delaware corporation
(the “Issuer”). The address of the principal executive offices of the Issuer is 44 West Gay Street, Suite 400, West
Chester, PA 19380. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is filed by Paul B. Manning
(“Mr. Manning”), PBM Capital Investments, LLC, a Delaware Limited Liability
Company (“PBM”) and BKB Growth Investments, LLC, a Delaware Limited Liability
Company (“BKB” and, with Mr. Manning and PBM, collectively, the “Reporting
Persons”). |
| (b) | The principal business office of Mr. Manning
and PBM is c/o PBM Capital Group, LLC, 200 Garrett Street, Suite S, Charlottesville,
VA 22902. The principal business office of BKB is c/o Tiger Lily Capital, LLC, 200 Garrett
Street, Suite O, Charlottesville, VA 22902. |
| (c) | The principal occupation of Mr. Manning
is chief executive officer of PBM Capital Group, LLC, a private equity investment firm. The
principal business purpose of PBM and BKB is making private investments. |
| (d) | During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). |
| (e) | During the last five years, none of the Reporting
Persons was a party to a civil proceeding of a judicial of administrative body of competent
jurisdiction or were subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws. |
| (f) | Each of PBM and BKB was organized in the state
of Delaware and Mr. Manning is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or
Other Consideration |
On July 5, 2022 Paul and Diane Manning, JTWROS (the “Purchasers”)
purchased 4,761,904 shares in a public offering (the “2022 Public Offering”) at an aggregate purchase price of $9,999,998.40.
The funds used by the Purchasers to acquire the securities described above
were obtained from the Purchasers’ personal funds.
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired beneficial ownership of the Common Stock
reported herein for investment purposes, and such acquisitions were made in the Reporting Persons’ ordinary course of business.
The Reporting Persons filed an initial Schedule 13G on February 6, 2019, which filing was amended on February 3, 2020, February 16,
2021 and February 14, 2022 (as amended, the “Schedule 13G”). The Reporting Persons are filing this Schedule 13D to supersede
the Schedule 13G.
Except as set forth herein and except that the Reporting Persons or any
of their affiliates may, from time to time or at any time, subject to market conditions and other factors, purchase additional Common
Stock in the open market, in privately negotiated transactions or otherwise, or sell at any time all or a portion of the Common Stock
now owned or hereafter acquired by them to one or more purchasers, as of the date of this Schedule 13D, none of the Reporting Persons
has any present plans which relate to or would result in:
| (a) | The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; |
| (b) | An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; |
| (c) | A sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries; |
| (d) | Any change in the present board of directors
or management of the Issuer, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board; |
| (e) | Any material change in the present capitalization
or dividend policy of the Issuer; |
| (f) | Any other material change in the Issuer’s
business or corporate structure including but not limited to, if the Issuer is a registered
closed-end investment company, any plans or proposals to make any changes in its investment
policy for which a vote is required by section 13 of the Investment Company Act of 1940; |
| (g) | Changes in the Issuer’s charter, bylaws
or instruments corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; |
| (h) | Causing a class of securities of the Issuer
to be delisted from a national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national securities association; |
| (i) | A class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4) of
the Act; or |
| (j) | Any action similar to any of those enumerated
above. |
Mr. Manning has served on the board of directors of the Issuer since
December 2015. As a director of the Issuer, Mr. Manning may have influence over the corporate activities of the Issuer, including
activities which may relate to the transactions described in clauses (a) through (j) of this Item 4.
| Item 5. | Interest in Securities of the
Issuer |
| (a) – (b) | As of the date
hereof, Paul and Diane Manning, JTWROS are the record owners of 13,651,128 shares of the
Issuer’s common stock. Mr. Manning exercises sole voting and dispositive power
over such shares. |
As of the date hereof, PBM is the record owner of 256,634 shares
of the Issuer’s common stock. Mr. Manning is the Chief Executive Officer of PBM and has sole voting and dispositive power
over the shares held by PBM.
As of the date hereof, BKB is the record owner of 1,481,719
shares of the Issuer’s common stock. Mr. Manning is a co-manager of the manager of BKB and has shared voting and dispositive
power over the shares held by BKB.
Each of Mr. Manning, PBM and BKB may be deemed to beneficially
own 37.4%, 0.6% and 3.6%, respectively, of the Issuer’s outstanding Common Stock, which percentages are calculated based upon 41,094,053
shares of the Issuer’s common stock outstanding as of July 8, 2022, as reported by the Issuer to the Reporting Persons on
July 11, 2022.
Collectively, the Reporting Persons beneficially own an aggregate
of 15,389,481 shares of Common Stock, which represents 37.4% of the Issuer's outstanding Common Stock.
| (c) | Except as set forth herein, none of the Reporting
Persons has effected any transactions in shares of the Issuer’s Common Stock during
the last 60 days. |
| (d) | Except as set forth herein, no other person
is known to have the right to receive or the power to direct the receipt of dividends from,
or any proceeds from the sale of, the shares of Common Stock beneficially owned by any of
the Reporting Persons. |
| Item 6. | Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer |
Investors’ Rights Agreement
Each of the Reporting Persons is party to that certain Amended and Restated
Investors’ Rights Agreement (the “Investors’ Rights Agreement”) by and among the Issuer and certain of its stockholders,
dated as of February 20, 2018, which provides the holders of registrable securities (as defined in the Investors’ Rights Agreement)
with demand, piggyback and S-3 registration rights. Under the terms of the Investors’ Rights Agreement, holders of registrable
securities will have equivalent registration rights with respect to any additional shares of Common Stock acquired by these holders.
The registration rights granted under the Investors’ Rights Agreement
will terminate upon the earlier of the fifth anniversary of the closing of the Issuer’s initial public offering or a liquidation
event.
The foregoing description of the Investors’ Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to the Investors’ Rights Agreement, which is attached
hereto as Exhibit B and incorporated herein by reference.
Lock-Up Agreements
In connection with the 2022 Public
Offering, each of the Reporting Persons signed a lock-up letter agreement (collectively, the “Lock-Up Agreements”) that prohibits
each Reporting Person from disposing of or hedging any shares or any securities convertible into or exchangeable for the Issuer’s
Common Stock for a period of 90 days following June 29, 2022 without the prior written consent of RBC Capital Markets, LLC. RBC
Capital Markets, LLC in its sole discretion may release any of the securities subject to these Lock-Up Agreements at any time without
notice.
The foregoing description of the Lock-Up Agreements does not purport to
be complete and is qualified in its entirety by reference to the form of Lock-Up Agreement, which is attached hereto as Exhibit C
and incorporated herein by reference.
| Item 7. | Material to be Filed as Exhibits |
| A. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under
the Securities Exchange Act of 1934, as amended. |
| B. | Amended and Restated Investors’ Rights
Agreement by and among the Issuer and certain of its stockholders, dated February 20,
2018 (incorporated by reference to Exhibit 10.1 to the Issuer’s Registration Statement
on Form S-1, as amended (Registration No. 333-225104), filed with the SEC on May 22,
2018). |
| C. | Form of Lock-Up Agreement (incorporated
by reference to Exhibit A to the Underwriting Agreement by and between the Issuer and
RBC Capital Markets, LLC, dated June 29, 2022 filed as Exhibit 1.1 to the Issuer’s
Current Report on Form 8-K (File No. 1-38529), filed with the SEC on July 1,
2022). |
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.
Dated: July 15, 2022 |
|
|
|
|
/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 |
|
|
ATTENTION |
|
|
|
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
Exhibit(s):
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities
Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned.
Dated: July 15, 2022 |
|
|
|
|
/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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