Verrica制药美股招股说明书(2025-12-23版)

14,756,230 Shares Common Stock This prospectus relates to the offer and resale from time to time of up to an aggregate 14,756,230 shares of our common stock, par value $0.0001per share (the “Resale Shares”), consisting of (i) 6,499,826 shares of common stock (the “Shares”), (ii) up to an aggregate of 5,305,164 shares ofcommon stock that are issuable upon the exercise of pre-funded warrants to purchase shares of our common stock (the “Pre-Funded Warrants,” and suchshares of common stock issuable upon exercise of the Pre-Funded Warrants, the “Pre-Funded Warrant Shares”) and (iii)up to an aggregate of 2,951,240shares of common stock that are issuable upon the exercise of warrants to purchase shares of common stock (the “Common Warrants,” and such sharesof common stock issuable upon exercise of the Common Warrants, the “Common Warrant Shares”) (the Pre-Funded Warrants, together with theCommon Warrants, are collectively referred to as the “Warrants”, and the Pre-Funded Warrant Shares, together with the Common Warrant Shares, the We are registering the offer and sale of the Resale Shares from time to time by the selling stockholders to satisfy the registration rights granted inconnection with the issuance of the Shares and the Warrants. We will not receive any proceeds from the sale of the Resale Shares by the sellingstockholders. However, we would receive proceeds from any cash exercise of the Pre-Funded Warrants or Common Warrants as follows: (i)if any The selling stockholders may offer and sell or otherwise dispose of the Resale Shares described in this prospectus from time to time throughpublic or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The sellingstockholders will bear all underwriting fees, commissions and discounts, if any, attributable to the sales of Resale Shares and any transfer taxes. We will Our common stock is listed on The Nasdaq Capital Market under the trading symbol “VRCA.” On December22, 2025, the closing price of ourcommon stock was $7.91 per share. Investing in our common stock involves a high degree of risk. Before making an investment decision, please readthe information under “Risk Factors” on page 4 of this prospectus and under similar headings in any amendment orsupplement to this prospectus or in any filing with the Securities and Exchange Commission that is incorporated by Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORS Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on FormS-3that we filed with the Securities and Exchange Commission (“SEC”), using a“shelf” registration process. Under this registration statement, the selling stockholders may sell from time to time in one or more offerings the common We have not authorized anyone to provide you with information other than the information that we have provided or incorporated by reference inthis prospectus and your reliance on any unauthorized information or representation is at your own risk. This prospectus may be used only injurisdictions where offers and sales of these securities are permitted. You should assume that the information appearing in this prospectus is accurateonly as of the date of this prospectus and that any information we have incorporated by reference is accurate only as of the date of the document Throughout this prospectus, the terms “we,” “us,” “our,” and our “company” refer to Verrica Pharmaceuticals Inc. and its subsidiaries. Table of Contents PROSPECTUS SUMMARY This summary highlights certain information about us, the Private Placement and selected information contained elsewhere in or incorporated byreference into this prospectus. This summary is not complete and does not contain all of the information that you should consider before making aninvestment decision. For a more complete understanding of our company, you should read and consider carefully the more detailed informationincluded or incorporated by reference in this prospectus and any applicable prospectus supplement, including the factors described under the Company Overview We are a dermatology therapeutics company developing and selling medications for skin diseases requiring medical intervention. Ourcommercial product and portfolio of product candidates are clinician administered therapies in areas of high unmet need. Our current product Our commercial product, YCANTH (VP-102), was approved by the U.S. Food and Drug Administration in July 2023 for the treatment ofmolluscum contagiosum, or molluscum, in adult and pediatric patients two years of age and older. YCANTH (VP-102) is a proprietary drug-devicecombination t