Verrica Pharmaceuticals Inc.

12/30/2025 | Press release | Distributed by Public on 12/30/2025 06:08

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Caligan Partners LP
2. Date of Event Requiring Statement (Month/Day/Year)
12/26/2025
3. Issuer Name and Ticker or Trading Symbol
Verrica Pharmaceuticals Inc. [VRCA]
(Last) (First) (Middle)
780 THIRD AVENUE, 30TH FLOOR
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
See Remarks
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
NEW YORK, NY 10017
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, par value $0.0001 per share ("Common Stock") 923,910 I See footnote(1)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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 Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Caligan Partners LP
780 THIRD AVENUE
30TH FLOOR
NEW YORK, NY 10017
See Remarks
JOHNSON DAVID EDWARD
780 THIRD AVENUE
30TH FLOOR
NEW YORK, NY 10017
See Remarks

Signatures

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

Explanation of Responses:

* 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.

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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Verrica Pharmaceuticals Inc. published this content on December 30, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 30, 2025 at 12:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]