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SEC Comment Letter for Verrica Pharmaceuticals Inc. (VRCA) (CIK 0001660334) (VRCA) — Jun 8, 2018

Verrica Pharmaceuticals Inc. (VRCA) (CIK 0001660334)
Date: June 8, 2018 · CIK: 0001660334 · Accession: 0000000000-18-017617

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Document Type
Confidence
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Reasoning

File numbers found in text: 333-225104

Date
June 4, 2018
Author
Ted White
Form
UPLOAD
Company
Verrica Pharmaceuticals Inc. (VRCA) (CIK 0001660334)

Letter

June 4, 2018 Ted White Chief Executive Officer and President Verrica Pharmaceuticals Inc. 200 Garrett Street, Suite S Charlottesville, VA 22902 Re:Verrica Pharmaceuticals Inc. Registration Statement on Form S-1 Filed May 22, 2018 File No. 333-225104 Dear Mr. White: We have reviewed your amended registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our April 26, 2018 letter. Registration Statement on Form S-1 filed on May 22, 2018 Risk Factors Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum..., page 59 1.We note your revised disclosure that under your amended and restated certificate of incorporation, the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. Please expand your disclosure to discuss the risks associated with such provision.

FirstName LastNameTed White Comapany NameVerrica Pharmaceuticals Inc. June 4, 2018 Page 2 FirstName LastName Ted White Verrica Pharmaceuticals Inc. June 4, 2018 Page 2 You may contact Bonnie Baynes at (202) 551-4924 or Angela Connell at (202) 551- 3426 if you have questions regarding comments on the financial statements and related matters. Please contact Christine Westbrook at (202) 551-5019 or Irene Paik at (202) 551- 6553 with any other questions. Division of Corporation Finance Office of Healthcare & Insurance cc: Divakar Gupta, Esq.

Show Raw Text
June 4, 2018
Ted White
Chief Executive Officer and President
Verrica Pharmaceuticals Inc.
200 Garrett Street, Suite S
Charlottesville, VA 22902
Re:Verrica Pharmaceuticals Inc.
Registration Statement on Form S-1
Filed May 22, 2018
File No. 333-225104
Dear Mr. White:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 26, 2018 letter.
Registration Statement on Form S-1 filed on May 22, 2018
Risk Factors
Our amended and restated certificate of incorporation provides that the Court of Chancery of the
State of Delaware is the exclusive forum..., page 59
1.We note your revised disclosure that under your amended and restated certificate of
incorporation, the U.S. federal district courts will be the exclusive forum for resolving any
complaint asserting a cause of action arising under the Securities Act. Please expand your
disclosure to discuss the risks associated with such provision.

 FirstName LastNameTed White
 Comapany NameVerrica Pharmaceuticals Inc.
 June 4, 2018 Page 2
 FirstName LastName
Ted White
Verrica Pharmaceuticals Inc.
June 4, 2018
Page 2
            You may contact Bonnie Baynes at (202) 551-4924  or Angela Connell at (202) 551-
3426 if you have questions regarding comments on the financial statements and related
matters.  Please contact Christine Westbrook at (202) 551-5019 or Irene Paik at (202) 551-
6553 with any other questions.
Division of Corporation Finance
Office of Healthcare & Insurance
cc:       Divakar Gupta, Esq.