vrca-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________________________________________________

FORM 10-Q

______________________________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to _____

Commission File Number: 001-38529

______________________________________________________

Verrica Pharmaceuticals Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________________________________________


Delaware			46-3137900
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
44 West Gay Street, Suite 400 West Chester, PA			19380
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (484) 453-3300

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading
Symbol(s)

Name of Each Exchange on which Registered

Common Stock, $0.0001 par value

VRCA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	x	Smaller reporting company	x

Emerging growth company	o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of May 5, 2026, the registrant had 17,178,786 shares of common stock, $0.0001 par value per share, outstanding.


PART I. FINANCIAL INFORMATION

Item 1.	Consolidated Financial Statements (Unaudited)	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	28

Item 4.	Controls and Procedures	28

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	29

Item 1A.	Risk Factors	29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Signatures		31


	March 31, 2026		December 31, 2025
ASSETS
Current assets:
Cash	$	20,600	$	30,147
Accounts receivable	7,724		5,260
Collaboration receivable, billed and unbilled	89		137
Deferred R&D services, current portion (Note 10)	1,374		1,958
Inventory	1,974		2,236
Prepaid expenses and other current assets	2,368		2,801
Total current assets	34,129		42,539
Property and equipment, net	191		209
Operating lease right-of-use asset	463		540
Finance lease right-of-use asset	1,009		1,113
Deferred R&D services, non-current portion (Note 10)	2,354		2,354
Other non-current assets	640		376
Total assets	$	38,786	$	47,131
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,193	$	2,072
Accrued expenses and other current liabilities	12,251		12,837
Deferred revenue	1,031		782
Operating lease liability	348		341
Finance lease liability	396		405
Total current liabilities	16,219		16,437
Operating lease liability	152		242
Finance lease liability	546		643
R&D funding liability (Note 10)	5,814		5,066
Total liabilities	22,731		22,388
Commitments and Contingencies (Note 5)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Common stock, $0.0001 par value; 200,000,000 authorized; 17,189,300 shares issued and 17,178,786 shares outstanding as of March 31, 2026 and December 31, 2025	2		2
Treasury stock, at cost, 10,514 shares as of March 31, 2026 and December 31, 2025	—		—
Additional paid-in capital	350,648		349,654
Accumulated deficit	(334,595)		(324,913)
Total stockholders’ equity	16,055		24,743
Total liabilities and stockholders’ equity	$	38,786	$	47,131


	For the Three Months Ended March 31,
	2026		2025

Revenue:
Product revenue, net	$	4,290	$	3,422
License and collaboration revenue	733		17
Total revenue	5,023		3,439
Operating expenses:
Cost of product revenue	544		423
Cost of license and collaboration revenue	345		14
Selling, general and administrative	9,989		8,848
Research and development	3,860		2,284
Total operating expenses	14,738		11,569
Loss from operations	(9,715)		(8,130)
Other income (expense):
Interest income	201		337
Interest expense	(160)		(2,203)
Change in fair value of derivative liability	—		254
Other expense	(8)		—
Total other income (expense), net	33		(1,612)
Net loss	$	(9,682)	$	(9,742)

Net loss per share, basic and diluted	$	(0.45)	$	(1.03)
Weighted-average common shares outstanding, basic and diluted	21,305,025		9,483,734


	Common Stock			Additional Paid-in Capital		Accumulated Deficit			Treasury Stock	Total Stockholders’ Equity (Deficit)
	Shares Issued	Amount						Shares

January 1, 2026	17,189,300	$	2	$	349,654	$	(324,913)		10,514	$	24,743
Stock-based compensation	—	—		897		—			—	897

Issuance costs	—	—		(9)		—			—	(9)
Torii warrant expense	—	—		106		—			—	106
Net loss	—	—		—		(9,682)			—	(9,682)
March 31, 2026	17,189,300	$	2	$	350,648	$	(334,595)		10,514	$	16,055


January 1, 2025	9,188,513	$	1	$	297,166	$	(307,027)		10,514	$	(9,860)
Stock-based compensation	—	—		1,026		—			—	1,026
Vesting of restricted stock units	1,000	—		—		—			—	—

Net loss	—	—		—		(9,742)			—	(9,742)
March 31, 2025	9,189,513	$	1	$	298,192	$	(316,769)		10,514	$	(18,576)


	For the Three Months Ended March 31,
	2026		2025
Cash flows from operating activities
Net loss	$	(9,682)	$	(9,742)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	897		1,026
Depreciation expense	17		52
Non-cash interest expense	—		668

Loss on termination of financing lease	10		3
Amortization of operating lease right-of-use asset	77		72
Amortization of finance lease right-of-use asset	100		84
Change in deferred R&D services and R&D funding liability	1,332		—
Non-cash R&D expense related to Torii warrant vesting	106		—
Change in fair value of derivative liability	—		(254)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	433		546
Collaboration receivable, billed and unbilled	48		(17)
Inventory	262		—
Accounts payable	121		(453)
Deferred revenue	249		—
Accounts receivable	(2,464)		(5,559)
Accrued expenses and other current liabilities	(586)		973
Operating lease liability	(83)		(76)
Net cash used in operating activities	(9,163)		(12,677)
Cash flows from investing activities

Net cash used in investing activities	—		—
Cash flows from financing activities


Repayment of debt	—		(3,959)
Repayment of finance lease	(111)		(98)
Payment of equity issuance costs	(9)		—
Net cash used in financing activities	(120)		(4,057)
Net decrease in cash and restricted cash	(9,283)		(16,734)
Cash and restricted cash at the beginning of the period	30,147		46,329
Cash and restricted cash at the end of the period	$	20,864	$	29,595

Reconciliation of Cash and Restricted cash
Cash	$	20,600	$	29,595
Restricted cash	264		—
Total Cash and Restricted cash	$	20,864	$	29,595


	March 31,
	2026	2025
Shares issuable upon exercise of stock options	1,318,468	1,181,254
Non-vested shares under restricted stock grants	—	33,427
Shares issuable upon exercise of warrants pursuant to debt financing	51,855	51,855
Shares issuable upon exercise of warrants pursuant to Torii amendment	50,000	50,000
Shares issuable upon exercise of Series A and B warrants pursuant to 2024 equity financing	2,387,703	4,775,420
Shares issuable upon exercise of Series C warrants pursuant to the Private Placement	2,951,241	—
Total	6,759,267	6,091,956


	March 31, 2026		December 31, 2025
Raw materials	$	936	$	974
Work in process	301		784
Finished goods	737		478
Total inventory	$	1,974	$	2,236


	March 31, 2026		December 31, 2025
Gross to net reserves	$	9,017	$	8,562
Compensation and related costs	862		1,763
Clinical trials and drug development	394		454
Professional fees	672		1,259
Inventory	25		130
Commercial-related costs	1,081		550
Other current liabilities	200		119
Total accrued expenses and other current liabilities	$	12,251	$	12,837


	March 31, 2026
	Number of warrants	Exercise Price		Expiration Date
Equity classified warrants
Warrants issued in connection with OrbiMed debt facility	51,855	$	23.5541	7/26/2033
Warrants issued in connection with Torii amendment	50,000	$	95.6000	5/14/2034
Series B warrants issued pursuant to 2024 underwritten public offering	2,387,703	$	13.3500	11/20/2029
Series C warrants issued pursuant to the Private Placement	2,951,241	$	6.3150	11/25/2030
Pre-funded warrants issued pursuant to the Private Placement	4,126,239	$	0.0001	No expiration


	Number of shares	Weighted average exercise price		Weighted average remaining contractual term (in years)	Aggregate intrinsic value
Outstanding as of December 31, 2025	1,353,918	$	16.13	8.9	$	1,181,200
Granted	8,710	7.24

Forfeited	(36,245)	10.18
Expired	(7,915)	12.10
Outstanding as of March 31, 2026	1,318,468	$	16.26	8.5	$	8,090
Options vested and exercisable as of March 31, 2026	473,434	$	28.60	7.8	$	1,100


	Operating		Finance
2026 (remaining 9 months)	$	275	$	346
2027	246		409
2028	—		207
2029	—		66
Thereafter	—		3
Total lease payments	521		1,031
Less imputed interest	(21)		(89)
Lease liability	$	500	$	942


	VERRICA PHARMACEUTICALS INC.

May 12, 2026	By:	/s/ Jayson Rieger
		Jayson Rieger
		Chief Executive Officer and President
		(Principal Executive Officer)

	By:	/s/ John J. Kirby
		John J. Kirby
		Interim Chief Financial Officer
		(Interim Principal Financial Officer)


	Operating		Finance
Weighted average remaining lease term (years)	1.42		2.75
Weighted average discount rate	6.25	%	7.62	%


Exhibit No.						Description

3.1 (1)						Amended and Restated Certificate of Incorporation.

3.2 (2)						Certificate of Amendment of the Amended and Restated Certificate of Incorporation

3.3 (3)						Amended and Restated Bylaws.

31.1						Certification of Chief Executive Officer and President (Principal Executive Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

31.2						Certification of Interim Chief Financial Officer (Interim Principal Financial Officer), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).

32.1*						Certifications of Chief Executive Officer and President (Principal Executive Officer) and Interim Chief Financial Officer (Interim Principal Financial Officer), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

101.INS						Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SEC Form 10-Q filed by Verrica Pharmaceuticals Inc.