As filed with the Securities and Exchange Commission on May 7, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Verrica Pharmaceuticals Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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46-3137900
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10 North High Street, Suite 200
West Chester, PA 19380
(Address of principal executive offices) (Zip code)
2018 Equity Incentive Plan
(Full title of the plan)
Ted White
President and
Chief Executive Officer
Verrica Pharmaceuticals Inc.
10 North High Street, Suite 200
West Chester, PA 19380
(484)
453-3300
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Divakar Gupta
Darren
DeStefano
Mark Ballantyne
Cooley LLP
55 Hudson
Yards
New York, New York 10001-2157
(212)
479-6000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated
filer, accelerated filer, smaller reporting company, and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
Per Share
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common Stock, par value $0.0001 per share
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1,028,190 shares
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$9.94
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$10,220,208.60
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$1,238.69
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities
Act), this Registration Statement shall also cover any additional shares of the Registrants common stock, par value $0.0001 per share, (the Common Stock) that become issuable under the 2018 Equity Incentive Plan (the
2018 Plan) set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrants
Common Stock.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c)
promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price are calculated using the average of the high and low prices of the Registrants Common Stock as reported on
the Nasdaq Global Select Market on May 2, 2019.
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