| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Veradermics, Inc [ MANE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Pre-Funded Warrants | (4) | 05/01/2026 | A | 149,000(2) | (5)(6) | (5) | Common stock | 149,000(5) | $99.9999 | 149,000 | I(1) | See footnotes(1)(2) | |||
| Pre-Funded Warrants | (4) | 05/01/2026 | A | 151,000(3) | (5)(6) | (5) | Common stock | 151,000(5) | $99.9999 | 151,000 | I(1) | See footnotes(1)(3) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Notes are included on Exhibit 99.1. |
| 2. Notes are included on Exhibit 99.1. |
| 3. Notes are included on Exhibit 99.1. |
| 4. Notes are included on Exhibit 99.1. |
| 5. Notes are included on Exhibit 99.1. |
| 6. Notes are included on Exhibit 99.1. |
| Remarks: |
| Exhibit List: Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filer Information Exhibit 99.3 - Joint Filers' Signature |
| Suvretta Capital Management, LLC; By: /s/ Andrew Nathanson, General Counsel & Chief Compliance Officer | 05/05/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
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(1)
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This Form 4 is filed on behalf of 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 the Averill Master Fund, the “Funds”), Suvretta Capital Management, LLC, a Delaware limited liability company (“Suvretta
Capital”), and Aaron Cowen (“Mr. Cowen”) (collectively, the “Reporting Persons”). Suvretta Capital is the investment manager of the Funds. Mr. Cowen may be deemed to control Suvretta Capital and therefore may be deemed to beneficially own
shares of Common Stock (as defined below) underlying the Pre-Funded Warrants (as defined below) held by the Funds. Mr. Cowen disclaims beneficial ownership of the shares of Common Stock underlying the Pre-Funded Warrants reported herein
except to the extent of any indirect pecuniary interest therein. The securities reported herein are directly held by either Averill Master Fund or Averill Madison Master Fund as noted herein. Each of the Funds and Suvretta Capital may be
deemed a director by deputization by virtue of David Friedman, M.D., a Managing Director and Senior Analyst at Suvretta Capital, serving on the board of directors of the Issuer (as defined below). For purposes of the exemption under Rule
16b-3 promulgated under the Exchange Act, the board of directors of the Issuer approved the acquisition of any direct or indirect pecuniary interest in any and all shares by the Reporting Persons as a result of or in connection with the
transactions reported in this Form 4.
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(2)
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Reflects warrants to purchase common stock, par value $0.00001 per share (the “Common Stock”), of Veradermics, Incorporated (the
“Issuer”) at an exercise price of $0.00001 per share, subject to adjustment pursuant their terms (the “Pre-Funded Warrants”) directly held by Averill Master Fund acquired as part of the Issuer’s private placement in May 2026 at a price of
$99.9999 per Pre-Funded Warrant.
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(3)
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Reflects Pre-Funded Warrants directly held by Averill Madison Master Fund acquired as part of the Issuer’s private placement in May
2026 at a price of $99.9999 per Pre-Funded Warrant.
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(4)
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The exercise price of each Pre-Funded Warrant is $0.00001 per share, subject to adjustment pursuant to the terms of the Pre-Funded
Warrants.
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(5)
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The Pre-Funded Warrants reflected herein have no expiration date and are exercisable at any time after their applicable original
issuance to the extent that immediately prior to or following such exercise, the holders thereof, together with their affiliates and any members of a Section 13(d) group with such holders, collectively beneficially owns or would
beneficially own as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, no more than 9.99% of the Common Stock that would be issued and outstanding following such exercise (the “Beneficial
Ownership Limitation”). The number of shares underlying such Pre-Funded Warrants is reported herein without regard to any limitations on exercise contained therein.
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(6)
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By written notice to the Issuer, Averill Master Fund and Averill Madison Master Fund may increase or decrease the Beneficial
Ownership Limitation applicable to that Fund, together with its affiliates and any members of a Section 13(d) group with such Fund, to any other percentage not in excess of 19.99%; provided that any such increase will not be effective until
the 61st day after such notice is delivered to the Issuer and will not negatively affect any partial exercise effected prior to such change.
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1. Name:
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Aaron Cowen
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Address:
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c/o Suvretta Capital Management, LLC
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540 Madison Avenue, 7th Floor
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New York, NY 10022
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2. Name:
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Averill Master Fund, Ltd.
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Address:
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c/o Suvretta Capital Management, LLC
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540 Madison Avenue, 7th Floor
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New York, NY 10022
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3. Name:
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Averill Madison Master Fund, Ltd.
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Address:
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c/o Suvretta Capital Management, LLC
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540 Madison Avenue, 7th Floor
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New York, NY 10022
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AVERILL MASTER FUND, LTD.
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By: /s/ Andrew Nathanson
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Date: May 5, 2026
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Name: Andrew Nathanson
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Title: Authorized Signatory
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AVERILL MADISON MASTER FUND, LTD.
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By: /s/ Andrew Nathanson
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Date: May 5, 2026
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Name: Andrew Nathanson
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Title: Authorized Signatory
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By: /s/ Aaron Cowen
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Date: May 5, 2026
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Name: Aaron Cowen
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