| Item 1. | |
| (a) | Name of issuer:
Verrica Pharmaceuticals Inc. |
| (b) | Address of issuer's principal executive
offices:
44 West Gay Street, Suite 400, West Chester, PA 19380 |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.0001 par value per share (the "Common Stock") of Verrica Pharmaceuticals, Inc. (the "Issuer") are:
(i) Perceptive Advisors LLC ("Perceptive Advisors")
(ii) Joseph Edelman ("Mr. Edelman")
(iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund") |
| (b) | Address or principal business office or, if
none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor, New York, NY 10003 |
| (c) | Citizenship:
Perceptive Advisors is a Delaware limited liability company.
Mr. Edelman is a United States citizen.
The Master Fund is a Cayman Islands corporation. |
| (d) | Title of class of securities:
Common Stock, $0.0001 par value per share |
| (e) | CUSIP No.:
92511W108 |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentages reported are based on 90,564,840 outstanding shares of Common Stock as reported by the Issuer in its prospectus supplemented filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on November 21, 2024, and assumes the exercise of Pre-Funded Warrants held by the Reporting Persons for 1,481,481 shares of Common Stock (the "Pre-Funded Warrants").
Neither Perceptive Advisors nor Mr. Edelman directly hold any shares of Common Stock or any Pre-Funded Warrants. The Master Fund directly holds 3,249,669 shares of Common Stock and 1,481,481 Pre-Funded Warrants immediately exercisable for shares of Common Stock at an exercise price of $0.0001 per share, subject to the Beneficial Ownership Limitation (as defined below). The terms of the Pre-Funded Warrants provide that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) if the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise all of its Pre-Funded Warrants. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors. |
| (b) | Percent of class:
Perceptive Advisors: 5.1%
Mr. Edelman: 5.1%
Master Fund: 5.1 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
|
| | (ii) Shared power to vote or to direct the
vote:
Perceptive Advisors: 4,731,150
Mr. Edelman: 4,731,150
Master Fund: 4,731,150
|
| | (iii) Sole power to dispose or to direct the
disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
Perceptive Advisors: 4,731,150
Mr. Edelman: 4,731,150
Master Fund: 4,731,150
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members
of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(b) 
Rule
13d-1(c)