Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 2, 2024, Craig Ballaron, a member of the Board of Directors (the “Board”) of Verrica Pharmaceuticals Inc. (the “Company”), notified the Company that he was resigning from the Board and all committees of the Board, effective immediately.
On October 7, 2024, in connection with Mr. Ballaron’s resignation, the Board appointed Diem Nguyen to serve as a member of the Audit Committee of the Board, effective immediately.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On October 3, 2024, the Company notified the Nasdaq Stock Market, LLC (“Nasdaq”) of Mr. Ballaron’s resignation. As a result of Mr. Ballaron’s resignation, the Company is temporarily not in compliance with the continued listing requirements as set forth in Nasdaq Listing Rules 5605(b)(1) regarding the composition of the Company’s Board because a majority of the Board is not comprised of Independent Directors (as defined in Nasdaq Listing Rule 5605(a)(2)). The Company has determined to rely on the cure periods set forth in Listing Rules 5605(b)(1)(A) of the Nasdaq Listing Rules with respect to the composition of its Board.
On October 8, 2024, the Company received a response letter from Nasdaq acknowledging the Company’s non-compliance with Listing Rule 5605. The Nasdaq letter further provided that consistent with Listing Rules 5605(b)(1)(A), Nasdaq will provide the Company with a cure period in order to regain compliance until the earlier to occur of (i) its next annual stockholders meeting or October 2, 2025; or (ii) if the next annual shareholders’ meeting is held before March 31, 2025, then the Company must evidence compliance no later than March 31, 2025.
The Company expects to regain compliance with Listing Rule 5605 prior to the expiration of the cure period provided by Nasdaq.