Dilution profile // every instrument, one screen, from SEC filings

Verrica Pharmaceuticals Inc. (VRCA)

CIK 1660334 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$120M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 0% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-59% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~7.6 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-052026-07-31

Latest: 17.2M shares as of Jul 31, 2026 (10-Q). Share count fell from 92.5M to 9.4M between May 7, 2025 and Aug 5, 2025, a pattern consistent with a reverse split (roughly 1-for-10); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Pre Funded Warrant4.1M$0.0001
Series C Warrants3.0M$6.315
Series B Warrants2.4M$13.35
Orbi Med Debt Facility51,855$23.5541
Torii Amendment50,000$95.6

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 6, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 50,000 underlying shares, as reported May 14, 2024 (10-Q).

Reported exercise price: $95.6 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 17.2M = 17.2M O/S + 50,000 warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 6, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding17.2MJul 31, 2026
+ Pre Funded Warrant (if exercised)4.1MJun 30, 2026
+ Series C Warrants (if exercised)3.0MJun 30, 2026
+ Series B Warrants (if exercised)2.4MJun 30, 2026
+ Orbi Med Debt Facility (if exercised)51,855Jun 30, 2026
+ Torii Amendment (if exercised)50,000Jun 30, 2026
Fully diluted estimate26.7M+55.7% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $120.4Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3Dec 15, 2025$120.4M registeredfiling →
S-3Mar 11, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 1 executed · 1 registered.

UPDATEDec 23, 2025Prospectus update — often a resale registration, not necessarily new capital424B3
EFFECTIVEDec 23, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDDec 15, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDNov 24, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEMar 25, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMar 11, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDNov 21, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDNov 20, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMay 15, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJul 26, 2023Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDFeb 22, 2023Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
MARKETINGFeb 21, 2023Free-writing prospectus — offering being marketedFWP

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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