Veradermics, Inc

S-11 follow-on2026pfw.htm S-1

As filed with the Securities and Exchange Commission on April 27, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

470 James St.

New Haven, CT 06513

(228) 372-3376

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Reid Waldman, M.D.

Chief Executive Officer

470 James St.

New Haven, CT 06513

(228) 372-3376

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 27, 2026

PRELIMINARY PROSPECTUS

3,350,000 Shares of Common Stock

or Pre-Funded Warrants to Purchase 3,350,000 Shares of Common Stock

Common Stock

We are offering 3,350,000 shares of our common stock in this offering. We are also offering to purchasers, if any, whose purchase of shares of common stock in this offering would otherwise result in such purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock immediately following the offering, the opportunity to purchase, if such purchaser chooses, pre-funded warrants to purchase 3,350,000 shares of common stock, in lieu of common stock. The purchase price of each pre-funded warrant equals the price per share of common stock being sold to the public in this offering, minus $0.00001, which is the exercise price per pre-funded warrant. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full, subject to applicable ownership limits. This prospectus also relates to the offering of shares of our common stock issuable upon the exercise of such pre-funded warrants. For each pre-funded warrant we sell in this offering, the number of shares of common stock we are offering will be decreased on a one-for-one basis.

We expect to enter into a securities purchase agreement substantially concurrently with this offering, pursuant to which we will sell pre-funded warrants, with the same terms as the pre-funded warrants being offered hereby, to certain entities affiliated with Suvretta Capital in a private placement, or the PIPE. We expect the PIPE will be conducted pursuant to the exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and, as such, the securities to be offered thereby will not be registered pursuant to this prospectus. The underwriters are acting as placement agents in connection with the concurrent private placement and will receive a placement agent fee equal to 6.0% of the total purchase price of the private placement securities. For each pre-funded warrant we sell in the PIPE, the number of securities we are offering hereby will be decreased on a one-for-one basis. The aggregate number of securities we will issue in this offering and the PIPE will be 3,350,000. This offering is not conditioned on the closing of the PIPE.

The public offering price for each share of common stock is $ . The public offering price for each pre-funded warrant is $ , which equals the public offering price of our common stock in this offering, minus $0.00001, which is the exercise price per pre-funded warrant. Our common stock trades on the New York Stock Exchange under the symbol “MANE.” The last reported sale price of our common stock on the New York Stock Exchange on April 24, 2026 was $67.84. The final public offering price will be determined through negotiation between us and the lead underwriters in the offering and the recent market price used throughout the prospectus may not be indicative of the actual offering price. There is no established market for the pre-funded warrants and we do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system, including the New York Stock Exchange.

We are an “emerging growth company” and a “smaller reporting company” as defined under federal securities laws and, as such, have elected to comply with certain reduced reporting requirements in this prospectus and may elect to do so in future filings. See “Prospectus Summary-Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our common stock and pre-funded warrants involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

(1)See the section titled “Underwriting” for additional disclosure regarding underwriting compensation.

Delivery of the securities is expected to be made on or about , 2026.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional 502,500 shares of common stock, solely with respect to shares of common stock and pre-funded warrants sold in this public offering. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us, before expenses, will be $ .

Prospectus dated , 2026.

TABLE OF CONTENTS

Neither we nor the underwriters have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside of the United States: Neither we nor the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the United States.

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TRADEMARKS

This prospectus contains references to our trademarks and those trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus, including logos, artwork and other visual displays, may appear without the ® or TM symbols, but such references are not intended to indicate in any way that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other entities’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entity.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained or incorporated by reference in this prospectus, concerning our industry and the markets in which we operate, including our general expectations, market position and market opportunity, is based on our management’s estimates and research, as well as industry and general publications and research and studies conducted by third parties. We believe that the information from these third-party publications, research and studies included or incorporated by reference in this prospectus is reliable. However, we have not separately verified this data. Management’s estimates are derived from publicly available information, their knowledge of our industry and their assumptions based on such information and knowledge, which we believe to be reasonable; however, such research has not been verified by any third party. This data involves a number of assumptions and limitations which are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors” and “Special Note Regarding Forward-Looking Statements” included in this prospectus. These and other factors could cause our future performance to differ materially from our assumptions and estimates.

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