VRCA Verrica Parmaceuticals Inc

On February 21, 2023, Verrica Pharmaceuticals Inc. (the “Company’) entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies LLC (the “Underwriter”), to issue and sell 750,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a price of $6.75 per share and, in lieu of Common Stock, certain investors were issued pre-funded warrants to purchase an aggregate of 4,064,814 shares of Common Stock at a price of $6.7499 (the “Pre-Funded Warrants”), which represents the per share price for the Shares less the $0.0001 per share exercise price for each Pre-Funded Warrant (the “Offering”). The gross proceeds from the Offering are expected to be approximately $32.5 million before deducting underwriting commissions and discounts and offering expenses. All of the Shares and the Pre-Funded Warrants are being sold by the Company. The Offering is expected to close on or about February 23, 2023, subject to customary closing conditions.

The securities described above are offered and will be issued pursuant to a shelf registration statement on Form S-3 (File No. 333-268229), which was initially filed on with the Securities and Exchange Commission (the “Commission”) on November 7, 2022 and became effective on December 19, 2022, and the related prospectus and prospectus supplement.

The Pre-Funded Warrants will be exercisable at any time after the date of issuance. A holder of Pre-Funded Warrants may not exercise the warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. A holder of Pre-Funded Warrants may increase or decrease this percentage to a percentage not in excess of 9.99% by providing at least 61 days’ prior notice to the Company.

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

A copy of the Underwriting Agreement and the form of Pre-Funded Warrant are filed as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Underwriting Agreement and the Pre-Funded Warrants does not purport to be complete and are qualified in their entirety by reference to such exhibits. A copy of the opinion of Cooley LLP relating to the legality of the securities issued and sold in the Offering is filed herewith as Exhibit 5.1.