Item 5. Other Information
Item 5. Other Information
Appointment of Interim Principal Financial Officer and Interim Principal Accounting Officer
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.
Information regarding Mr. 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. There are no arrangements or understandings between Mr. White and any other persons pursuant to which he was selected as an officer or director of ours. There are also no family relationships between Mr. White and any of our director or executive officers, and Mr. 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.
We did not enter into, or materially amend, any material plan, contract or arrangement to which Mr. White is a party or in which he participates in connection with Mr. White’s designation as interim principal financial officer and interim principal accounting officer, or make or modify any grant or award to Mr. White under any such plan, contract or arrangement.
Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
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).
Item 6. E xhibits
29
EXHIBIT INDEX
Exhibit
No.
Description
3.1 (1)
Amended and Restated Certificate of Incorporation.
3.2 (2)
Amended and Restated Bylaws.
10.1 #
Fifth Amendment to Credit Agreement, dated as of August 2, 2024, by and between the Registrant and OrbiMed Royalty & Credit Opportunities IV, LP.
10.2
Release and Consulting Agreement, dated as of August 30, 2024, by and between the Registrant and Joseph Bonaccorso
31.1
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).
32.1*
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).
101.INS
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1) Previously filed as Exhibit 3.3 to the Company’s Registration Statement on Form S-1 (File No. 333-225104), filed with the Securities and Exchange Commission on May 22, 2018.
(2) Previously filed as Exhibit 3.4 to the Company’s Registration Statement on Form S-1 (File No. 333-225104), filed with the Securities and Exchange Commission on May 22, 2018.
# Certain portions of this exhibit, indicated by asterisks, have been omitted pursuant to Item 601(b)(10) of Regulation S-K because they are not material and would likely cause competitive harm to the registrant if publicly disclosed.
* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing
30
Signat ures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
VERRICA PHARMACEUTICALS INC.
November 4, 2024
By:
/s/ Ted White
Ted White
Chief Executive Officer and President
(Principal Executive Officer and Interim Principal Financial Officer)
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.