Other Information
−Removed: During the three months ended June 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
+Added: Appointment of Interim Principal Financial Officer and Interim Principal Accounting Officer
+Added: On November 1, 2024, our Board of Directors designated Ted White, our President and Chief Executive Officer and a director of the Company, as the Company’s interim principal financial officer and interim principal accounting officer, effective immediately, to serve until November 5, 2024.
+Added: Information regarding Mr.
+Added: White’s background and business experience is set forth under the caption “Class III Director Nominees for Election for a Three-Year Term Expiring at the 2027 Annual Meeting” in our definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2024 and is incorporated herein by reference.
+Added: There are no arrangements or understandings between Mr.
+Added: White and any other persons pursuant to which he was selected as an officer or director of ours.
+Added: There are also no family relationships between Mr.
+Added: White and any of our director or executive officers, and Mr.
+Added: White has no direct or indirect material interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
+Added: We did not enter into, or materially amend, any material plan, contract or arrangement to which Mr.
+Added: White is a party or in which he participates in connection with Mr.
+Added: White’s designation as interim principal financial officer and interim principal accounting officer, or make or modify any grant or award to Mr.
+Added: White under any such plan, contract or arrangement.
+Added: Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
+Added: During the three months ended September 30, 2024 , none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K).
EXHIBIT INDEX
1 unchanged sentence
Amended and Restated Bylaws.
−Removed: Warrant to Purchase Common Stock, dated as of May 14, 2024, by and between the Registrant and Torii Pharmaceuticals Co., Ltd.
−Removed: Third Amendment to Credit Agreement, dated as of May 6, 2024, by and between the Registrant and OrbiMed Royalty & Credit Opportunities IV, LP.
−Removed: Fourth Amendment to Credit Agreement, dated as of June 26, 2024, by and between the Registrant and OrbiMed Royalty & Credit Opportunities IV, LP.
Fifth Amendment to Credit Agreement, dated as of August 2, 2024, by and between the Registrant and OrbiMed Royalty & Credit Opportunities IV, LP.
−Removed: First Amendment to Collaboration and License Agreement, dated as of May 14, 2024, by and between the Registrant and Torii Pharmaceuticals Co., Ltd.
−Removed: Certification of Chief Executive Officer and President (Principal Executive Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
−Removed: Certification of Chief Financial Officer (Principal Financial Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
−Removed: Certifications of Chief Executive Officer and President (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), pursuant to 18 U.S.C.
+Added: Release and Consulting Agreement, dated as of August 30, 2024, by and between the Registrant and Joseph Bonaccorso
+Added: Certification of Chief Executive Officer and President (Principal Executive Officer and Interim Principal Financial Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
+Added: Certifications of Chief Executive Officer and President (Principal Executive Officer and Interim Principal Financial Officer), pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
11 unchanged sentences
VERRICA PHARMACEUTICALS INC.
−Removed: August 14, 2024
+Added: November 4, 2024
/s/ Ted White
Chief Executive Officer and President
−Removed: (Principal Executive Officer)
−Removed: Terence Kohler Jr.
−Removed: Terence Kohler Jr.
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer)
+Added: (Principal Executive Officer and Interim Principal Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.