Veradermics (MANE) overhauls charter and bylaws as IPO becomes effective

Rhea-AI Filing Summary

Veradermics, Incorporated updated its corporate charter and bylaws on February 5, 2026 in connection with the consummation of its initial public offering of common stock. A fifth restated certificate of incorporation became effective upon filing with the Delaware Secretary of State.

The Restated Certificate authorizes 200 million shares of common stock and 25 million shares of undesignated preferred stock, eliminates all prior preferred series, and removes stockholders’ ability to act by written consent. Amended and restated bylaws also took effect, refining stockholder proposal and director nomination procedures, updating director and officer indemnification, and aligning with the new charter provisions.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 5, 2026

VERADERMICS, INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware

001-43097

84-3304423

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

470 James Street New Haven, CT						06513
(Address of principal executive offices)						(Zip Code)

(Registrant’s telephone number, including area code): (228) 372-3376

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			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 Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.00001 per share

MANE

New York Stock Exchange

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 x

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 5, 2026, in connection with the consummation of the initial public offering (the “IPO”) of shares of common stock, par value $0.00001 per share (“Common Stock”), of Veradermics, Incorporated (the “Company”), the Company filed a fifth restated certificate of incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective upon filing. The Company’s board of directors and stockholders previously approved the Restated Certificate to be filed in connection with, and to be effective upon, the consummation of the IPO. The Restated Certificate amends and restates the Company’s certificate of incorporation in its entirety to, among other things, (i) authorize 200 million shares of Common Stock, (ii) eliminate all references to previously existing series of preferred stock, (iii) authorize 25 million shares of undesignated preferred stock, par value $0.00001 per share, that may be issued from time to time, in one or more series, with the approval of the Company’s board of directors and (iv) eliminate the ability of the Company’s stockholders to take action by written consent in lieu of a meeting.

The foregoing description of the Restated Certificate is qualified by reference to the Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On February 5, 2026, in connection with the consummation of the IPO, the amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors and stockholders, became effective. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things, (i) establish procedures relating to the presentation of stockholder proposals at stockholder meetings, (ii) establish procedures relating to the nomination of directors, (iii) modify the indemnification provisions for the Company’s directors and officers, and (iv) conform to the amended provisions of the Restated Certificate.

The foregoing description of the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
3.1						Fifth Restated Certificate of Incorporation of Veradermics, Incorporated
3.2						Amended and Restated Bylaws of Veradermics, Incorporated

SIGNATURES

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.

			VERADERMICS, INCORPORATED
			By:			/s/ Reid Waldman, M.D.
						Name: Reid Waldman, M.D.
						Title: Chief Executive Officer

Date: February 5, 2026

FAQ

What corporate changes did Veradermics (MANE) disclose in this 8-K?

Veradermics disclosed that a fifth restated certificate of incorporation and amended and restated bylaws became effective on February 5, 2026, in connection with its IPO. These documents overhaul the company’s capital structure, governance rights, and procedural rules for stockholders and directors.

How many shares is Veradermics (MANE) now authorized to issue?

The Restated Certificate authorizes 200 million shares of common stock and 25 million shares of undesignated preferred stock. The preferred shares may be issued in one or more series with board approval, giving the board flexibility to create new preferred classes over time.

How did Veradermics (MANE) change stockholder rights in this filing?

The Restated Certificate eliminates the ability of stockholders to take action by written consent in lieu of a meeting. This means stockholder actions generally must occur at duly called meetings, changing how investors can formally approve key corporate matters going forward.

What did Veradermics’ new bylaws change about stockholder meetings and proposals?

The amended and restated bylaws establish detailed procedures for presenting stockholder proposals and nominating directors at stockholder meetings. These procedures define how and when investors must submit proposals or nominations to be properly brought before a meeting for consideration.

Did Veradermics (MANE) modify director and officer protections?

Yes. The amended and restated bylaws modify indemnification provisions for directors and officers. These changes address how the company may protect its leadership against certain liabilities arising from their corporate roles, consistent with the updated charter and Delaware law frameworks.

How are these Veradermics (MANE) governance changes linked to its IPO?

Both the Restated Certificate and the amended and restated bylaws were approved earlier and became effective in connection with the consummation of Veradermics’ IPO on February 5, 2026. They align the company’s governance and capital structure with public-company expectations from the offering date.

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-3.1 EX-3.1 52.8 KB
• EX-3.2 EX-3.2 86.6 KB