SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND
(d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2
(Amendment No. 3)*
Verrica Pharmaceuticals Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
9251 1W 108
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 9251 1W 108 | 13G | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Paul B. Manning |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 9,145,8581 |
| 6 |
SHARED VOTING POWER 1,481,7192 | |
| 7 |
SOLE DISPOSITIVE POWER 9,145,8581 | |
| 8 |
SHARED DISPOSITIVE POWER 1,481,7192 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,627,5773 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 38.6%4 |
| 12 |
TYPE OF REPORTING PERSON* IN |
| 1 | Consists of: (i) 7,754,783 shares of the Issuer’s common stock held directly by Paul B. Manning; (ii) 1,134,441 shares of the Issuer’s common stock held by Paul and Diane Manning, JTWROS; and (iii) 256,634 shares of the Issuer’s common stock held by PBM Capital Investments, LLC. | |
| 2 | Consists of 1,481,719 shares of the Issuer's common stock held by BKB Growth Investments, LLC. |
| 3 | Consists of: (i) 7,754,783 shares of the Issuer's common stock held directly by Paul B. Manning; (ii) 1,134,441 shares of the Issuer's common stock held by Paul and Diane Manning, JTWROS; and (iii) 256,634 shares of the Issuer's common stock held by PBM Capital Investments, LLC; and (iv) 1,481,719 shares of the Issuer's common stock held by BKB Growth Investments, LLC. | |
| 4 | This percentage is calculated based upon 27,519,053 shares of the Issuer’s common stock outstanding as of November 4, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 11, 2021. |
| CUSIP No. 9251 1W 108 | 13G | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) PBM Capital Investments, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 256,634 |
| 6 |
SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 256,634 | |
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 256,634 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.9%6 |
| 12 |
TYPE OF REPORTING PERSON* OO |
| 6 | This percentage is calculated based upon 27,519,053 shares of the Issuer’s common stock outstanding as of November 4, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 11, 2021. |
| CUSIP No. 9251 1W 108 | 13G | Page 4 of 8 Pages |
| 1 |
NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) BKB Growth Investments, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 1,481,719 |
| 6 |
SHARED VOTING POWER 0 | |
| 7 |
SOLE DISPOSITIVE POWER 1,481,719 | |
| 8 |
SHARED DISPOSITIVE POWER 0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,481,719 |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%7 |
| 12 |
TYPE OF REPORTING PERSON* OO |
| 7 | This percentage is calculated based upon 27,519,053 shares of the Issuer’s common stock outstanding as of November 4, 2021, as reported by the Issuer in its Form 10-Q for the quarter ended September 30, 2021, filed with the Securities and Exchange Commission on November 11, 2021. |
| CUSIP No. 9251 1W 108 | 13G | Page 5 of 8 Pages |
Item 1.
| (a) | Name of Issuer |
Verrica Pharmaceuticals Inc.
| (b) | Address of Issuer’s Principal Executive Offices |
44 West Gay Street, Suite 400
West Chester, PA 19380
Item 2.
| (a) | Name of Person Filing |
Paul B. Manning
PBM Capital Investments, LLC
BKB Growth Investments, LLC
| (b) | Address of Principal Business Office or, if none, Residence |
c/o PBM Capital Group, LLC
200 Garrett Street, Suite S
Charlottesville, VA 22902
| (c) | Citizenship |
Paul B Manning is a United States Citizen.
PBM Capital Investments, LLC is a Delaware limited liability company.
BKB Growth Investments, LLC is a Delaware limited liability company.
| (d) | Title of Class of Securities |
Common Stock
| (e) | CUSIP Number |
9251 1W 108
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE. |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8). |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: .
| CUSIP No. 9251 1W 108 | 13G | Page 6 of 8 Pages |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: See responses to Item 9 on the attached cover pages. | ||
| (b) | Percent of class: See the responses to Item 11 on the attached cover pages. | ||
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote – See the responses to Item 5 on the attached cover pages. | ||
| (ii) | Shared power to vote or to direct the vote – See the responses to Item 6 on the attached cover pages. | ||
| (iii) | Sole power to dispose or to direct the disposition of – See the responses to Item 7 on the attached cover pages. | ||
| (iv) | Shared power to dispose or to direct the disposition of – See the responses to Item 8 on the attached cover pages. | ||
Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| CUSIP No. 9251 1W 108 | 13G | Page 7 of 8 Pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certification |
Not Applicable.
| CUSIP No. 9251 1W 108 | 13G | Page 8 of 8 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2022 | |||
| /s/ Paul B. Manning | |||
| Paul B. Manning | |||
| BKB Growth Investments, LLC | |||
| By Tiger Lily Capital, LLC, its manager | |||
| By: | /s/ Paul B. Manning | ||
| Name: | Paul B. Manning | ||
| Title: | Manager | ||
| By: | /s/ Bradford Manning | ||
| Name: | Bradford Manning | ||
| Title: | Manager | ||
| PBM Capital Investments, LLC | |||
| By: PBM Capital Group, LLC, its manager | |||
| By: | /s/ Paul B. Manning | ||
| Name: | Paul B. Manning | ||
| Title: | Chief Executive Officer | ||
Exhibit A
EXHIBIT A
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached Schedule 13D is being filed on behalf of each of the undersigned.
| February 14, 2022 | |||
| /s/ Paul B. Manning | |||
| Paul B. Manning | |||
| BKB Growth Investments, LLC | |||
| By Tiger Lily Capital, LLC, its manager | |||
| By: | /s/ Paul B. Manning | ||
| Name: | Paul B. Manning | ||
| Title: | Manager | ||
| By: | /s/ Bradford Manning | ||
| Name: | Bradford Manning | ||
| Title: | Manager | ||
| PBM Capital Investments, LLC | |||
| By: PBM Capital Group, LLC, its manager | |||
| By: | /s/ Paul B. Manning | ||
| Name: | Paul B. Manning | ||
| Title: | Chief Executive Officer | ||