Montanova holds 8.8% of Veradermics after $107 sale

Veradermics, Inc. (MANE) received an updated Schedule 13D/A from investment entities associated with Montanova Capital, LLC and Aaron Cowen, detailing their current beneficial ownership and recent trades.

Rhea-AI Filing Summary

Veradermics, Inc. (MANE) received an updated Schedule 13D/A from investment entities associated with Montanova Capital, LLC and Aaron Cowen, detailing their current beneficial ownership and recent trades. Montanova Capital and Mr. Cowen report beneficial ownership of 3,718,970 shares of common stock, representing 8.8% of the outstanding shares, through Averill Master Fund, Ltd. and Averill Madison Master Fund, Ltd.

On August 19, 2026, Averill Master Fund sold 690,601 shares and Averill Madison Master Fund sold 59,399 shares in open-market transactions at $107.25 per share. On August 20, 2026, Averill Master Fund exercised Pre-Funded Warrants for 149,000 shares and Averill Madison Master Fund exercised Pre-Funded Warrants for 151,000 shares at $0.00001 per share, funded from the Funds’ working capital.

Filing Explained

The completed warrant conversion expands the common-share base, creating potential percentage dilution for existing holders despite the group’s reported 8.8% ownership.

The filing records completed open-market sales on August 19, 2026 and completed exercises on August 20, 2026 of pre-funded warrants for 300,000 common shares; those exercises expand the share-count base used for ownership percentages.

A pre-funded warrant converts to shares when exercised, and issuing additional shares can reduce existing holders’ percentage ownership absent offsetting changes. Montanova Capital is identified as investment manager of the two funds, while Aaron Cowen is identified as its control person and managing member.

The reported voting and dispositive power is shared among the reporting persons, and Mr. Cowen disclaims beneficial ownership of the funds’ shares except to the extent of any pecuniary interest. Item 5(c) states that no other common-stock transactions occurred during the prior 60 days except those disclosed in Item 3.

Key Figures

Beneficial ownership (Montanova Capital / Aaron Cowen): 3,718,970 shares (8.8%) Beneficial ownership (Averill Master Fund, Ltd.): 3,106,937 shares (7.4%) Beneficial ownership (Averill Madison Master Fund, Ltd.): 612,033 shares (1.5%) +5 more

8 metrics

Beneficial ownership (Montanova Capital / Aaron Cowen) 3,718,970 shares (8.8%) Veradermics common stock beneficially owned as reported in the amendment

Beneficial ownership (Averill Master Fund, Ltd.) 3,106,937 shares (7.4%) Veradermics common stock held by Averill Master Fund, Ltd.

Beneficial ownership (Averill Madison Master Fund, Ltd.) 612,033 shares (1.5%) Veradermics common stock held by Averill Madison Master Fund, Ltd.

Open-market sales by Averill Master Fund 690,601 shares at $107.25 per share Sold on August 19, 2026

Open-market sales by Averill Madison Master Fund 59,399 shares at $107.25 per share Sold on August 19, 2026

Pre-Funded Warrant exercises (Averill Master Fund) 149,000 shares at $0.00001 per share Exercised on August 20, 2026

Pre-Funded Warrant exercises (Averill Madison Master Fund) 151,000 shares at $0.00001 per share Exercised on August 20, 2026

Shares outstanding baseline 41,780,136 shares plus 300,000 shares Veradermics common stock outstanding per June 30, 2026 Form 10-Q plus Pre-Funded Warrant exercises

Key Terms

Pre-Funded Warrants, beneficial ownership, Schedule 13D, Reporting Persons, +1 more

5 terms

Pre-Funded Warrants financial

"exercised Pre-Funded Warrants to purchase an aggregate of 149,000 shares"

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.

beneficial ownership financial

"Aggregate amount beneficially owned by each reporting person 3,718,970.00"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Schedule 13D regulatory

"This Amendment No. 2 amends and supplements the statement on filed"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Reporting Persons regulatory

"collectively, the "Reporting Persons""

dispositive power financial

"Shared Dispositive Power 3,718,970.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

FAQ

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

What ownership stake in MANE does Montanova Capital report in this Schedule 13D/A?

Montanova Capital, LLC and Aaron Cowen report beneficial ownership of 3,718,970 shares of Veradermics, Inc. (MANE) common stock, representing 8.8% of the class, based on the company’s reported outstanding shares plus 300,000 shares issued upon exercise of Pre-Funded Warrants.

How many MANE shares did Averill Master Fund sell and at what price?

On August 19, 2026, Averill Master Fund sold 690,601 shares of Veradermics (MANE) common stock in the open market at a per share price of $107.25, as disclosed in the amended Schedule 13D.

What MANE share sales did Averill Madison Master Fund report?

On August 19, 2026, Averill Madison Master Fund sold 59,399 shares of Veradermics (MANE) common stock in open-market transactions at a per share price of $107.25, according to the Schedule 13D/A filing.

How many MANE shares were acquired through Pre-Funded Warrant exercises?

On August 20, 2026, Averill Master Fund exercised Pre-Funded Warrants for 149,000 MANE shares and Averill Madison Master Fund exercised Pre-Funded Warrants for 151,000 MANE shares at an exercise price of $0.00001 per share, paid in cash from the Funds’ working capital.

What are the individual ownership positions of the Averill funds in MANE?

Averill Master Fund, Ltd. reports beneficial ownership of 3,106,937 MANE shares, or 7.4% of the class. Averill Madison Master Fund, Ltd. reports 612,033 shares, or 1.5% of the class, based on the same outstanding share figure described in the filing.

What outstanding share count for MANE is used to calculate the reported ownership percentages?

The reported percentages are based on 41,780,136 MANE common shares outstanding, as indicated in Veradermics’ Form 10-Q for the quarter ended June 30, 2026, plus 300,000 shares issued upon the exercise of Pre-Funded Warrants.

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

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Available on EDGAR 08/21/2026 - 06:32 PM EDT Accepted by SEC EDGAR 08/21/2026 - 06:32 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Veradermics, Incorporated

(Name of Issuer)

Common Stock, par value $0.00001

(Title of Class of Securities)

922967104

(CUSIP Number)

Andrew Nathanson
Montanova Capital, LLC, 11 E 26th Street, 16th Floor
New York, NY, 10010
(212) 702-5205

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 922967104

1

Name of reporting person

Montanova Capital, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,718,970.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,718,970.00

11

Aggregate amount beneficially owned by each reporting person

3,718,970.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person:

Note in relation to Item 13: Based on 41,780,136 shares of Common Stock outstanding as indicated in the Issuer's (as defined below) Form 10-Q for the fiscal quarter ended June 30, 2026, plus 300,000 shares of Common Stock issued upon the exercise of Pre-Funded Warrants.

SCHEDULE 13D

CUSIP Number(s): 922967104

1

Name of reporting person

Averill Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,106,937.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,106,937.00

11

Aggregate amount beneficially owned by each reporting person

3,106,937.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Item 13: Based on 41,780,136 shares of Common Stock outstanding as indicated in the Issuer's (as defined below) Form 10-Q for the fiscal quarter ended June 30, 2026, plus 300,000 shares of Common Stock issued upon the exercise of Pre-Funded Warrants.

SCHEDULE 13D

CUSIP Number(s): 922967104

1

Name of reporting person

Averill Madison Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 612,033.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 612,033.00

11

Aggregate amount beneficially owned by each reporting person

612,033.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Note in relation to Item 13: Based on 41,780,136 shares of Common Stock outstanding as indicated in the Issuer's (as defined below) Form 10-Q for the fiscal quarter ended June 30, 2026, plus 300,000 shares of Common Stock issued upon the exercise of Pre-Funded Warrants.

SCHEDULE 13D

CUSIP Number(s): 922967104

1

Name of reporting person

Aaron Cowen

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,718,970.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,718,970.00

11

Aggregate amount beneficially owned by each reporting person

3,718,970.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

IN, HC

Comment for Type of Reporting Person:

Note in relation to Item 13: Based on 41,780,136 shares of Common Stock outstanding as indicated in the Issuer's (as defined below) Form 10-Q for the fiscal quarter ended June 30, 2026, plus 300,000 shares of Common Stock issued upon the exercise of Pre-Funded Warrants.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001
(b)	Name of Issuer: Veradermics, Incorporated
(c)	Address of Issuer's Principal Executive Offices: 470 James Street, New Haven, CONNECTICUT , 06513.
Item 1 Comment: This Amendment No. 2 (this "Amendment") amends and supplements the statement on Schedule 13D filed on February 11, 2026 (the "Original Schedule 13D" and, as amended and supplemented by this amendment and Amendment No. 1 referred to herein as the "Schedule 13D"), as amended by Amendment No. 1 on May 5, 2026 ("Amendment No. 1") related to Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 2.	Identity and Background
(a)	The information contained in Item 2(a) of the Original Schedule 13D is hereby amended and restated to read as follows: The persons filing this Schedule 13D are Averill Master Fund, Ltd., a Cayman Islands exempted company ("Averill Master Fund"), Averill Madison Master Fund, Ltd., a Cayman Islands exempted company ("Averill Madison Master Fund" and, together with Averill Master Fund, the "Funds"), Montanova Capital, LLC, a Delaware limited liability company ("Montanova Capital"), and Aaron Cowen ("Mr. Cowen") (collectively, the "Reporting Persons").
(b)	The information contained in Item 2(b) of the Original Schedule 13D is hereby amended and restated to read as follows: The address of the principal office of (i) each of the Funds is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, (ii) each of Montanova Capital and Mr. Cowen is c/o Montanova Capital, LLC, 11 E 26th Street, 16th Floor, New York, New York, 10010 and (iii) each of the directors and executive officers named on Schedule III (each, a "Scheduled Person" and collectively, the "Scheduled Persons") is listed thereon, which Schedule III is incorporated by reference herein.
(c)	The information contained in Item 2(c) of the Original Schedule 13D is hereby amended and restated to read as follows: Each of the Funds is a private investment fund. Montanova Capital serves as the investment manager of each of the Funds. Mr. Cowen is the control person and managing member of Montanova Capital. The principal business of each of the Scheduled Persons is listed on Schedule III, which Schedule III is incorporated herein by reference.
(f)	The information contained in Item 2(f) of the Original Schedule 13D is hereby amended and restated to read as follows: Averill Master Fund is a Cayman Islands exempted company. Averill Madison Master Fund is a Cayman Islands exempted company. Montanova Capital is a Delaware limited liability company. Mr. Cowen is a United States citizen. Except as set forth on Schedule III, each of the directors and executive officers named on Schedule III hereto is a United States citizen, which Schedule III is incorporated herein by reference.
Item 3.	Source and Amount of Funds or Other Consideration
	The information contained in Item 3 of the Original Schedule 13D is hereby amended and supplemented by adding the text set forth below after the last paragraph: Open Market Sales On August 19, 2026, (i) Averill Master Fund sold 690,601 shares of Common Stock in the open market at a per share price of $107.25, and (ii) Averill Madison Master Fund sold 59,399 shares of Common Stock in the open market, at a per share price of $107.25. Pre-Funded Warrant Exercise On August 20, 2026, (i) Averill Master Fund exercised Pre-Funded Warrants to purchase an aggregate of 149,000 shares of the Issuer's Common Stock for $0.00001 per share, and (ii) Averill Madison Master Fund exercised Pre-Funded Warrants to purchase an aggregate of 151,000 shares of the Issuer's Common Stock for $0.00001 per share. The exercise was for cash and was furnished from the working capital of the Funds.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained in Item 5 of the Original Schedule 13D is hereby amended and restated to read as follows: (a) and (b) The information contained on the cover pages to this Amendment is incorporated by reference into this Item 5. Mr. Cowen is the control person and managing member of Montanova Capital and may be deemed to control the other Reporting Persons. Mr. Cowen disclaims beneficial ownership of all shares of Common Stock held by the Funds, other than, to the extent of any pecuniary interest therein. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any Reporting Person or any of its affiliates is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(c)	The information disclosed in Item 3 of this Schedule 13D is incorporated by reference into this Item 5. Except as disclosed in Item 3 of this Schedule 13D, the Reporting Persons and, to their knowledge, the Scheduled Persons have not effected any transactions in Common Stock during the past sixty days.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information disclosed in Item 3 of this Schedule 13D is incorporated by reference into this Item 6.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Montanova Capital, LLC

Signature:	Andrew Nathanson
Name/Title:	Andrew Nathanson, General Counsel and Chief Compliance Officer
Date:	08/21/2026

Averill Master Fund, Ltd.

Signature:	Andrew Nathanson
Name/Title:	Andrew Nathanson, Authorized Signatory
Date:	08/21/2026

Averill Madison Master Fund, Ltd.

Signature:	Andrew Nathanson
Name/Title:	Andrew Nathanson, Authorized Signatory
Date:	08/21/2026

Aaron Cowen

Signature:	Aaron Cowen
Name/Title:	Aaron Cowen
Date:	08/21/2026