[8-K] Veradermics, Inc Reports Material Event

Veradermics, Incorporated completed an underwritten public offering of 3,843,790 shares of common stock at $100.00 per share, using its effective Form S-1 registration statements.

Rhea-AI Filing Summary

Veradermics, Incorporated completed an underwritten public offering of 3,843,790 shares of common stock at $100.00 per share, using its effective Form S-1 registration statements. The underwriters also received a 30-day option to buy up to an additional 576,568 shares at the same public price, less fees.

At the same time, Veradermics closed a private placement of pre-funded warrants to Suvretta Capital–affiliated investors, covering 300,000 shares of common stock at $99.99999 per warrant, for gross proceeds of about $30.0 million before costs. Each pre-funded warrant carries a nominal exercise price of $0.00001 per share, can be exercised in cash or cashlessly, and remains outstanding until fully exercised.

The warrants include a beneficial ownership limitation that blocks exercises above 9.99% of Veradermics’ common stock, with the ability for a holder to adjust the cap up to 19.99% effective on the 61st day after notice. The company agreed to customary covenants in the Securities Purchase Agreement, including restrictions on additional equity issuances for 90 days, subject to exceptions.

Insights

Equity capital markets analyst

Veradermics raises equity via a public stock sale and a structured pre-funded warrant private placement.

Veradermics completed an underwritten public sale of 3,843,790 common shares at $100.00 per share, alongside a private placement of pre-funded warrants for 300,000 shares at $99.99999 per warrant, generating about $30.0 million in gross proceeds from the private component alone.

The pre-funded warrants have a near-zero exercise price of $0.00001 per share and do not expire until fully exercised, giving investors equity-like exposure while managing ownership thresholds. Beneficial ownership is capped at 9.99%, with the option to raise this limit up to 19.99% after a 61-day waiting period, which staggers potential concentration.

Customary covenants in the Securities Purchase Agreement, including a 90-day restriction on new equity or convertible securities (with exceptions), temporarily constrain additional issuance paths. Overall, the transactions increase Veradermics’ access to capital, while the structure and ownership limits shape how and when the new securities might translate into common stock.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Public offering shares: 3,843,790 shares Public offering price: $100.00 per share Underwriters’ option shares: 576,568 shares +5 more

8 metrics

Public offering shares 3,843,790 shares Common stock in underwritten public offering at $100.00 per share

Public offering price $100.00 per share Price for Veradermics common stock in public offering

Underwriters’ option shares 576,568 shares Additional common stock purchasable within 30 days at public price

Pre-funded warrant shares 300,000 shares Common shares underlying pre-funded warrants sold in private placement

Pre-funded warrant price $99.99999 per warrant Offering price per pre-funded warrant

Private placement gross proceeds $30.0 million Gross proceeds from pre-funded warrant private placement

Initial ownership cap 9.99% Beneficial ownership limit for warrant exercises including affiliates

Maximum adjustable ownership cap 19.99% Upper limit to which holders may increase beneficial ownership cap

Key Terms

underwritten public offering, pre-funded warrants, Securities Purchase Agreement, beneficially owned, +2 more

6 terms

underwritten public offering financial

"closed its underwritten public offering (the “Public Offering”) of 3,843,790 shares"

An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.

pre-funded warrants financial

"sold to the Investors pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Securities Purchase Agreement financial

"pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated April 29, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

beneficially owned financial

"if the aggregate number of shares of Common Stock beneficially owned by the holder thereof"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

beneficial ownership limitation financial

"a holder may increase or decrease the beneficial ownership limitation by giving written notice"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Section 4(a)(2) of the Securities Act regulatory

"issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did Veradermics (MANE) complete on May 1, 2026?

Veradermics completed an underwritten public offering of 3,843,790 common shares at $100.00 per share. The deal was conducted under existing Form S-1 registration statements and included a 30-day option for underwriters to purchase up to 576,568 additional shares at the public price, less fees.

What is included in Veradermics (MANE) underwriters’ overallotment option?

Underwriters received a 30-day option to purchase up to 576,568 additional Veradermics common shares. These shares are available at the same $100.00 public offering price per share, reduced by underwriting discounts and commissions, providing additional potential equity issuance if the option is exercised.

How did Veradermics (MANE) structure its concurrent private placement?

Veradermics sold pre-funded warrants for 300,000 common shares to Suvretta Capital–affiliated investors at $99.99999 per warrant. The private placement generated approximately $30.0 million in gross proceeds before fees, using a Securities Purchase Agreement dated April 29, 2026.

What are the key terms of Veradermics’ (MANE) pre-funded warrants?

Each pre-funded warrant has an exercise price of $0.00001 per share and is exercisable in cash or via cashless exercise. The warrants last until fully exercised and adjust for stock splits or similar corporate actions affecting common stock, maintaining their economic terms over time.

What beneficial ownership limits apply to Veradermics (MANE) pre-funded warrants?

Pre-funded warrants cannot be exercised if the holder and affiliates would own over 9.99% of Veradermics’ common stock after exercise. Holders may adjust this cap up to 19.99%, but any increase becomes effective only on the 61st day following written notice to the company.

What issuance restrictions did Veradermics (MANE) agree to in the Purchase Agreement?

Veradermics agreed to certain restrictions on issuing or selling common stock or convertible securities from the Purchase Agreement date through the 90th day afterward. These restrictions include specified exceptions and aim to limit additional near-term equity or convertible security issuances.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/01/2026 - 04:35 PM Learn about SEC filing dates

0001827635False00018276352026-05-012026-05-01

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): May 1, 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):

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

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On May 1, 2026, Veradermics, Incorporated (the “Company”) closed its underwritten public offering (the “Public Offering”) of 3,843,790 shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a public offering price of $100.00 per share, pursuant to the Company’s registration statements on Form S-1 (File Nos. 333-295356 and 333-295420). In addition, the Company has granted the underwriters an option for a period of 30 days to purchase up to an additional 576,568 shares of Common Stock at the public offering price, less underwriting discounts and commissions.

Concurrently with the Public Offering, on May 1, 2026, the Company closed a private placement (“the Private Placement”) pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), dated April 29, 2026, among the Company and certain entities affiliated with Suvretta Capital (each, an “Investor” and collectively, the “Investors”), in which the Company sold to the Investors pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 300,000 shares of Common Stock, at an offering price of $99.99999 per Pre-Funded Warrant. The gross proceeds of the Private Placement were approximately $30.0 million, before deducting placement agent fees and other expenses.

The exercise price of each Pre-Funded Warrant equals $0.00001 per underlying share of Common Stock. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date the Pre-Funded Warrants are fully exercised. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed 9.99% of the Company’s Common Stock; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving written notice to the Company, but not to any percentage in excess of 19.99% and any such increase will not be effective until the 61st day after such notice is delivered to the Company.

The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. Pursuant to the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of shares of Common Stock or securities convertible into Common Stock for a period beginning on the date of the Purchase Agreement until the ninetieth (90th) day following the date of the Purchase Agreement, subject to certain exceptions included therein.

The Pre-Funded Warrants issued pursuant to the Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and have been issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Investors. The Pre-Funded Warrants may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The foregoing description of the Purchase Agreement and the Pre-Funded Warrant is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement and form of Pre-Funded Warrant, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
4.1						Form of Pre-Funded Warrant
10.1						Securities Purchase Agreement, dated April 29, 2026, by and among Veradermics, Incorporated and the investors party thereto.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.
									Chief Executive Officer

Date: May 1, 2026

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 272.6 KB

Other Documents

• EX-4.1 EX-4.1 100.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB