SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2020
Verrica Pharmaceuticals Inc.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
10 North High Street, Suite 200
West Chester, PA
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants telephone number, including area code: (484) 453-3300
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of each class
Name of each exchange
on which registered
|Common Stock||VRCA||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
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 13(a) of the Exchange Act. ☒
Item 5.02 Election of Directors
Appointment of Diem Nguyen to Board of Directors
Effective June 9, 2020, the board of directors (the Board) of Verrica Pharmaceuticals Inc. (the Company) appointed Diem Nguyen to serve as a director of the Company. Ms. Nguyen will serve as a Class I director whose term will expire at the 2022 annual meeting of stockholders.
There is no arrangement or understanding between Ms. Nguyen and any other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Ms. Nguyen and any of the Companys other directors or executive officers. The Company is not aware of any transaction involving Ms. Nguyen requiring disclosure under Item 404(a) of Regulation S-K. Additional information about Ms. Nguyen is set forth below:
Diem Nguyen, age 48, served as the Executive Vice President of Biopharma for PPD, Inc., a clinical research organization, from April 2018 to April 2020. Prior to joining PPD, Ms. Nguyen held various roles of increasing responsibility at Pfizer Inc. from 2008 to March 2018. Ms. Nguyen received a B.A. in Chemistry with Specialization in Biochemistry from the University of Virginia, a Ph.D. in Biochemistry and Molecular Genetics from the University of Virginia and an M.B.A. from the Darden Graduate School of Business Administration. Dr. Nguyen also currently serves as a trustee at the Childrens Hospital of Philadelphia.
In accordance with the Companys non-employee director compensation policy, upon commencement of her service as a director, Ms. Nguyen was granted an initial option grant to purchase 17,502 shares of the Companys common stock under its Non-Employee Director Compensation Policy, with one-third of the shares vesting on the first anniversary of the date of grant and the remaining shares vesting in 24 equal monthly installments thereafter, subject to her continued service as a director through the applicable vesting date. Additionally, Ms. Nguyen will be entitled to receive a $40,000 annual retainer for her service as director. At each annual stockholder meeting following which Ms. Nguyens term as a director continues (beginning with the 2021 annual meeting of stockholders), Ms. Nguyen will be entitled to receive an additional stock option to purchase 5,834 shares of the Companys common stock, which option will vest and become exercisable in 12 equal monthly installments following the date of grant and in any event will be fully vested on the date of the next annual meeting of stockholders, subject to her continued service as a director though the applicable vesting date. Ms. Nguyen has also entered into the Companys standard form of indemnification agreement.
Item 7.01 Regulation FD Disclosure.
On June 10, 2020, the Company issued a press release announcing the appointment of Ms. Nguyen. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
|99.1||Press release, dated June 10, 2020.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Verrica Pharmaceuticals Inc.
|Date: June 10, 2020|
|A. Brian Davis|
|Chief Financial Officer|
Verrica Pharmaceuticals Appoints Diem Nguyen, Ph.D., M.B.A., to its Board of Directors
Global biopharmaceutical industry veteran brings significant commercial expertise and
business acumen to help advance the Companys medical dermatology portfolio
WEST CHESTER, PA June 10, 2020 (GLOBE NEWSWIRE) Verrica Pharmaceuticals Inc. (Verrica) (Nasdaq: VRCA), a dermatology therapeutics company developing medications for viral skin diseases requiring medical interventions, today announced the appointment of Diem Nguyen, Ph.D., M.B.A., to its Board of Directors.
The addition of Diem Nguyen to our Board brings another proven pharmaceutical industry leader, with a successful track record of product development and commercialization, to the Verrica team, said Paul B. Manning, Chairman of the Board, Verrica. Her appointment puts us in a position of strength as we prepare for the potential U.S. approval and commercialization of VP-102 for the treatment of molluscum contagiosum.
The opportunity to work alongside the Verrica team to amplify its commercialization strategy for VP-102 and support the advancement of an innovative portfolio of medical dermatology treatments is of undeniable interest to me, said Dr. Nguyen. I look forward to being part of the effort to broaden the reach of Verricas portfolio for the benefit of patients and their families.
Dr. Nguyen most recently served as Executive Vice President, Biopharma, at PPD, Inc., a leading global clinical research organization providing integrated drug development, laboratory, and lifecycle management services. Prior to joining PPD, she held various commercial leadership and general management roles at Pfizer, including Global President, Americas, Pfizer Essential Health, and Global Sterile Injectables. She also served as Pfizers Regional President, North America, Global Established Pharma; General Manager, Global Biosimilars; and Vice President, Established Products Strategy. Prior to Pfizer, Dr. Nguyen led corporate development, including all company-wide mergers and acquisitions and investor relations at Serologicals Corporation. She received a B.A. in Chemistry from the University of Virginia, a Ph.D. in Biochemistry and Molecular Genetics from the University of Virginia, and an M.B.A. from the Darden Graduate School of Business Administration at the University of Virginia. Dr. Nguyen also currently serves as a trustee at the Childrens Hospital of Philadelphia.
About Verrica Pharmaceuticals Inc.
Verrica is a dermatology therapeutics company developing medications for viral skin diseases requiring medical interventions. The Companys late-stage product candidate, VP-102, is a
potential first-in-class topical therapy for the treatment of molluscum contagiosum and common warts. Molluscum is a highly contagious viral skin infection affecting approximately six million people, primarily children, in the United States, and common warts are contagious skin growths affecting 22 million people. There are currently no FDA-approved treatments for molluscum or common warts. Following positive topline results from two pivotal Phase 3 trials, the Company submitted an NDA on September 13, 2019 for VP-102 for the treatment of molluscum; on November 26, 2019, the Company received notice that the FDA accepted the NDA for filing, with a Prescription Drug User Fee Act (PDUFA) goal date of July 13, 2020. If approved, VP-102 will be marketed in the United States under the conditionally accepted brand name YCANTH. Verrica has completed a Phase 2 clinical trial of VP-102 for the treatment of verruca vulgaris, or common warts and, in light of the COVID-19 pandemic, intends to launch two Phase 3 clinical trials when conditions are appropriate. VP-102 is also currently in a Phase 2 trial for the treatment of external genital warts. The Company is conducting necessary preclinical activities for VP-103, its second cantharidin-based product candidate, and, in light of the COVID-19 pandemic, intends to launch a Phase 2 clinical trial in subjects with plantar warts when conditions are appropriate. For more information, visit www.verrica.com.
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as believe, expect, may, plan, potential, will, and similar expressions, and are based on Verricas current beliefs and expectations. These forward-looking statements include expectations regarding the potential benefits and potential approval and commercialization of YCANTH for the treatment of molluscum, and the clinical development of product candidates for additional indications, including common warts, external genital warts and plantar warts. These statements involve risks and uncertainties that could cause actual results to differ materially from those reflected in such statements. Risks and uncertainties that may cause actual results to differ materially include uncertainties inherent in the drug development process and the regulatory approval process, Verricas reliance on third parties over which it may not always have full control, uncertainties related to the COVID-19 pandemic and other risks and uncertainties that are described in Verricas Annual Report on Form 10-K for the year ended December 31, 2019, Verricas Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, and other filings Verrica makes with the U.S. Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and are based on information available to Verrica as of the date of this release, and Verrica assumes no obligation to, and does not intend to, update any forward-looking statements, whether as a result of new information, future events or otherwise.
FOR MORE INFORMATION, PLEASE CONTACT:
A. Brian Davis
Chief Financial Officer
484.453.3300 ext. 103
Joshua R. Mansbach