aibioVerrica Pharmaceuticals agrees to about $50 million private placement to retire OrbiMed debt
Tickers VRCA
Verrica agreed to sell common stock, pre-funded warrants and Series C warrants for about $50 million, and will use $35.0 million to settle its OrbiMed credit agreement. The company says cash will last into mid-2027.
Key facts
- Company
- Verrica Pharmaceuticals Inc. (NASDAQ: VRCA)
- News type
- Financings
- Primary source
- Verrica Pharmaceuticals Inc. Form 8-K filed November 24, 2025 (SEC EDGAR)
Verrica Pharmaceuticals Inc. (Nasdaq: VRCA) agreed on November 23, 2025 to sell common stock, pre-funded warrants and Series C warrants in a private placement. The company's press release puts gross proceeds at approximately $50 million before placement agent fees and offering expenses. The placement is expected to close on or about November 25, 2025, subject to customary closing conditions. The terms are in a Form 8-K filed November 24, 2025.
The securities and their price
The 8-K describes two Securities Purchase Agreements, one with certain institutional investors and one with other accredited investors. Together they cover 6,499,826 common shares and pre-funded warrants to buy 5,305,164 shares, sold in place of shares to some buyers. The securities come with accompanying Series C warrants to purchase 2,951,241 shares in total.
The purchase price is $4.24125 per common share and its Series C warrant. A pre-funded warrant costs that price minus $0.0001. The pre-funded warrants have an exercise price of $0.0001 per share and do not expire until exercised in full.
The Series C warrants are immediately exercisable at $6.315 per share and expire on the fifth anniversary of the closing. The exercise price adjusts for stock splits and for future issuances by the company below the warrant price, subject to carve-outs. Holders cannot exercise above a beneficial ownership limit. They can change it with 61 days' notice, but not above 19.99% or, in certain cases, 9.99%.
The 8-K also gives a proceeds figure of approximately $4.24115 million, which does not match the release's $50 million. The filing does not reconcile the two.
Paying off the OrbiMed loan
The 8-K says Verrica will use $35.0 million of the net proceeds to settle its outstanding obligations, and to end all commitments, under a Credit Agreement dated as of July 26, 2023. The lender is OrbiMed Royalty & Credit Opportunities IV, LP. The facility was a five-year senior secured credit facility of up to $125.0 million, and Verrica had borrowed $50.0 million under it.
The release says the financing will fully retire the OrbiMed facility and fund operations, extending the expected cash runway into mid-2027. Its chief executive, Jayson Rieger, PhD, MBA, said the capital will "completely eliminate our debt facility and the restrictive covenants associated therewith." The release cites a cash balance of $21.1 million at the end of the third quarter.
The runway claim depends on the proceeds. The company's own cash figure is from the third quarter, before the placement, and the release does not give a quarterly cash burn to test the mid-2027 date against.
Investors, board seat and registration
The release says Caligan Partners LP and PBM Capital anchored the financing, with new and existing investors. Under the institutional purchase agreement, Verrica agreed to appoint a Caligan designee as a Class I member of its Board of Directors promptly after closing. Caligan keeps that right while it holds at least half of the pre-funded warrants it bought, subject to Nasdaq listing rules.
Verrica agreed to file one or more registration statements for resale of the common stock and of the shares issuable on exercise of the warrants within 30 days after closing.
Placement agent and advisers
The release says TD Cowen is the sole placement agent for the financing. Interim Chief Financial Officer John J. Kirby signed the 8-K for Verrica. He is listed as an investor contact alongside Kevin Gardner of LifeSci Advisors.
The business behind the debt
Verrica describes itself in its 10-K, filed March 11, 2025, as a dermatology therapeutics company. Its lead product is YCANTH (VP-102). The company is developing YCANTH for common warts and says it is starting a global Phase 3 program in common warts, with targeted first patient enrollment in the U.S. before the end of 2025.
Its second candidate, VP-315, is an oncolytic peptide-based injectable therapy for dermatology oncologic conditions, including basal cell carcinoma. The release says it is exploring non-dilutive deals for VP-315. Verrica holds a worldwide license from Lytix Biopharma AS for VP-315.