Other Information
−Removed: Appointment of Interim Principal Financial Officer and Interim Principal Accounting Officer
−Removed: 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.
−Removed: Information regarding Mr.
−Removed: 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.
−Removed: There are no arrangements or understandings between Mr.
−Removed: White and any other persons pursuant to which he was selected as an officer or director of ours.
−Removed: There are also no family relationships between Mr.
−Removed: White and any of our director or executive officers, and Mr.
−Removed: 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.
−Removed: We did not enter into, or materially amend, any material plan, contract or arrangement to which Mr.
−Removed: White is a party or in which he participates in connection with Mr.
−Removed: White’s designation as interim principal financial officer and interim principal accounting officer, or make or modify any grant or award to Mr.
−Removed: White under any such plan, contract or arrangement.
Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements
−Removed: 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).
+Added: During the three months ended March 31, 2025 , 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: Fifth Amendment to Credit Agreement, dated as of August 2, 2024, by and between the Registrant and OrbiMed Royalty & Credit Opportunities IV, LP.
−Removed: Release and Consulting Agreement, dated as of August 30, 2024, by and between the Registrant and Joseph Bonaccorso
−Removed: 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).
−Removed: Certifications of Chief Executive Officer and President (Principal Executive Officer and Interim Principal Financial Officer), pursuant to 18 U.S.C.
+Added: Release Agreement, dated April 24, 2025, by and between the Company and Christopher G.
+Added: Waiver, dated February 18, 2025, by and between the Company and Orbimed Royalty & Credit Opportunities IV, LP.
+Added: Certification of Chief Executive Officer and President (Principal Executive Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
+Added: Certification of Interim Chief Financial Officer (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 Chief Financial Officer (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).
6 unchanged sentences
333-225104), filed with the Securities and Exchange Commission on May 22, 2018.
−Removed: # 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.
+Added: (3) Previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.
+Added: 001-38529), filed with the Securities and Exchange Commission on April 25, 2025.
* These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C.
2 unchanged sentences
VERRICA PHARMACEUTICALS INC.
−Removed: November 4, 2024
−Removed: /s/ Ted White
+Added: /s/ Jayson Rieger
+Added: Jayson Rieger
Chief Executive Officer and President
−Removed: (Principal Executive Officer and Interim Principal Financial Officer)
+Added: (Principal Executive Officer)
+Added: Interim Chief Financial Officer
+Added: (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.