13D Filings
Veradermics, Inc
Amendment
Ownership

9.90%

Total Shares

4,172,121

Issuer CIK

1827635

Event Date

Apr 30, 2026

Accepted

May 5, 2026, 09:39 PM

Reporting Persons (4)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
SUVRETTA CAPITAL MANAGEMENT, LLC
Investment Adviser
9.90%4,172,12104,172,121
Aaron Cowen
Individual
9.90%4,172,12104,172,121
Averill Master Fund, Ltd.
CO
8.70%3,650,10303,650,103
Averill Madison Master Fund, Ltd.
CO
1.20%522,0180522,018
Disclosure Items (5)

Security Title

Common Stock, par value $0.00001

Issuer Name

Veradermics, Inc

Issuer Address

470 James Street, New Haven, CT, 06513

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: On April 29, 2026, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with each of the Funds pursuant to which the Issuer agreed to sell to the Funds in a private placement (the "Private Placement") pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 300,000 shares of Common Stock at a purchase price of $99.99999 per Pre-Funded Warrant (and with an exercise price of $0.00001 per warrant). Pursuant to the Private Placement, at the closing on May 1, 2026, (i) Averill Master Fund acquired 149,000 Pre-Funded Warrants, at a per warrant price of $99.99999 and a total purchase price of $14,899,998.51, and (ii) Averill Madison Master Fund acquired 151,000 Pre-Funded Warrants, at a per warrant price of $99.99999 and a total purchase price of $15,099,998.49. The Pre-Funded Warrants issued in the Private Placement provide that the holder of the Pre-Funded Warrants will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates and any members of a Section 13(d) group with such holder, would beneficially own in excess of 9.99% (or, upon election by such holder, an amount up to 19.99%) of the number of shares of Common Stock that would be issued and outstanding following such exercise (the "Beneficial Ownership Limitation"). As a result of this restriction, only a portion of the Pre-Funded Warrants acquired by the Funds, as described on the cover pages to this Schedule 13D, are exercisable. In addition, the number of shares of Common Stock that may be issued upon exercise of the Pre-Funded Warrants by the Funds may change depending upon changes in the outstanding shares of Common Stock. The total amount of funds used by the Funds to purchase the securities of the Issuer described in this Item 3 was furnished from the working capital of the Funds.

Percentage of Class

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 Suvretta 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.

Transactions

The information disclosed in Items 3 and 6 of this Schedule 13D is incorporated by reference into this Item 5. Except as disclosed in Items 3 and 6 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.

Shareholders

None.

Date of 5% Ownership

Not applicable.

The information contained in Item 6 of the Original Schedule 13D is hereby amended and supplemented by adding the text set forth below after the last paragraph: Securities Purchase Agreement On April 29, 2026, each of the Funds entered into the Securities Purchase Agreement with the Issuer in connection with the Private Placement. Pursuant to the Securities Purchase Agreement, (i) Averill Master Fund acquired 149,000 Pre-Funded Warrants, at a per warrant price of $99.99999, and (ii) Averill Madison Master Fund acquired 151,000 Pre-Funded Warrants, at a per warrant price of $99.99999. Pre-Funded Warrants Each Pre-Funded Warrant has an exercise price of $0.00001 per share. The Pre-Funded Warrants are exercisable at any time after their original issuance and will expire when exercised in full; provided, that the Pre-Funded Warrants cannot be exercised if, after giving effect to such exercise, the holder thereof, together with its affiliates and any members of a Section 13(d) group with such holder, would beneficially own more than 9.99% (or, upon election by such holder, an amount up to 19.99%) of the number of shares of Common Stock that would be issued and outstanding following such exercise. The foregoing descriptions of the material terms of the Securities Purchase Agreement and the form of Pre-Funded Warrant are each qualified in their entirety by reference to those documents, each of which is referenced in Exhibits 4 and 5 hereto, respectively, and is incorporated by reference herein.

4* Securities Purchase Agreement, dated April 29, 2026, by and among the Issuer and each purchaser identified on the signature pages thereto. 5** Form of Pre-Funded Warrant. *Incorporated by reference from Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2026. ** Incorporated by reference from Exhibit 4.1 of the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 1, 2026.