Sec Form 4 Filing - Manning Paul B @ Verrica Pharmaceuticals Inc. - 2025-11-25

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Manning Paul B
2. Issuer Name and Ticker or Trading Symbol
Verrica Pharmaceuticals Inc. [ VRCA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
200 GARRETT STREET, SUITE S
3. Date of Earliest Transaction (MM/DD/YY)
11/25/2025
(Street)
CHARLOTTESVILLE, VA22902
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 11/25/2025 P 1,375,380 A $ 4.2425 3,958,189 ( 1 ) D ( 2 )
Common Stock 11/25/2025 P 2,750,762 A $ 4.2425 3,348,372 ( 1 ) I See footnote ( 3 )
Common Stock 89,187 ( 1 ) I By trust ( 4 )
Common Stock 89,187 ( 1 ) I By trust ( 4 )
Common Stock 89,187 ( 1 ) I By trust ( 4 )
Common Stock 332,433 ( 1 ) I By trust ( 5 )
Common Stock 25,663 ( 1 ) I See footnote ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series C Warrant (right to buy) $ 6.315 11/25/2025 P 343,845 ( 7 ) 11/25/2030 Common Stock 343,845 ( 8 ) 343,845 D ( 2 )
Series C Warrant (right to buy) $ 6.315 11/25/2025 P 687,690 ( 7 ) 11/25/2030 Common Stock 687,690 ( 9 ) 687,690 I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Manning Paul B
200 GARRETT STREET, SUITE S
CHARLOTTESVILLE, VA22902
X X
Signatures
/s/ Mark Ballantyne, Attorney-in-fact 11/25/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Effective July 24, 2025, the Issuer effected a 1-for-10 reverse stock split of the Issuer's common stock. The number of securities reported herein have been adjusted to reflect the reverse stock split.
( 2 )The shares are held by Mr. Manning jointly with his spouse.
( 3 )The shares are held directly by BKB Growth Investments, LLC ("BKB"). The Reporting Person is a co-manager of the manager of BKB and has shared voting and investment power with respect to the shares held by BKB.
( 4 )These shares are held in separate trusts for the benefit of the Reporting Person's immediate family members. The Reporting Person's spouse is trustee of each trust. The Reporting Person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.
( 5 )The shares are held directly by The Paul B. Manning Revocable Trust dated May 10, 2000 (the "Trust"). The Reporting Person is the trustee of the Trust and has sole voting and investment power with respect to the shares held by the Trust.
( 6 )The shares are held directly by PBM Capital Investments, LLC ("PBMCI"). The Reporting Person is CEO of PBMCI and has sole voting and investment power with respect to the shares held by PBMCI.
( 7 )Immediately exercisable.
( 8 )The reported securities are included within 1,375,380 investment units purchased by the Reporting Person for $4.2425 per investment unit. Each investment unit consists of one share of Common Stock and a Series C warrant for one fourth of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series C Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares beneficially owned by the Reporting Person to exceed 49.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise.
( 9 )The reported securities are included within 2,750,762 investment units purchased by the Reporting Person for $4.2425 per investment unit. Each investment unit consists of one share of Common Stock and a Series C warrant for one fourth of a share of common stock. The Reporting Person will not be entitled to exercise any portion of a Series C Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares beneficially owned by the Reporting Person to exceed 49.99% of the number of shares of the Issuer's common stock outstanding immediately after giving effect to the exercise.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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