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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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X0202 SCHEDULE 13D/A 0000899140-26-000173 0001569064 XXXXXXXX LIVE 1 Common Stock, par value $0.00001 05/01/2026 false 0001827635 922967104 Veradermics, Inc 470 James Street New Haven CT 06513 Andrew Nathanson (212) 702-5205 Suvretta Capital Management, LLC 540 Madison Avenue, 7th Floor New York NY 10022 0001569064 SUVRETTA CAPITAL MANAGEMENT, LLC OO DE 0 4172121 0 4172121 4172121 N 9.9 IA OO Note in relation to Items 11 and 13: Includes 4,168,970 shares of Common Stock (as defined below) and 3,151 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants (as defined in Item 3 and subject to a beneficial ownership limitation as described therein). Note in relation to Item 13: Based on 41,759,822 shares of Common Stock outstanding as indicated by the Issuer (as defined below) in the final prospectus dated April 29, 2026 and filed by the Issuer on April 30, 2026 (inclusive of 576,568 additional shares of Common Stock purchased by the underwriters in the Issuer's underwritten public offering in May 2026), plus 3,151 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants (subject to a beneficial ownership limitation as described therein). 0001939329 Averill Master Fund, Ltd. WC E9 0 3650103 0 3650103 3650103 N 8.7 CO Note in relation to Items 11 and 13: Includes 3,648,538 shares of Common Stock (as defined below) and 1,565 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants (as defined in Item 3 and subject to a beneficial ownership limitation as described therein). Note in relation to Item 13: Based on 41,759,822 shares of Common Stock outstanding as indicated by the Issuer (as defined below) in the final prospectus dated April 29, 2026 and filed by the Issuer on April 30, 2026 (inclusive of 576,568 additional shares of Common Stock purchased by the underwriters in the Issuer's underwritten public offering in May 2026), plus 1,565 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants (subject to a beneficial ownership limitation as described therein). 0002021243 Averill Madison Master Fund, Ltd. WC E9 0 522018 0 522018 522018 N 1.2 CO Note in relation to Items 11 and 13: Includes 520,432 shares of Common Stock (as defined below) and 1,586 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants (as defined in Item 3 and subject to a beneficial ownership limitation as described therein). Note in relation to Item 13: Based on 41,759,822 shares of Common Stock outstanding as indicated by the Issuer (as defined below) in the final prospectus dated April 29, 2026 and filed by the Issuer on April 30, 2026 (inclusive of 576,568 additional shares of Common Stock purchased by the underwriters in the Issuer's underwritten public offering in May 2026), plus 1,586 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants (subject to a beneficial ownership limitation as described therein). 0001869640 Aaron Cowen OO X1 0 4172121 0 4172121 4172121 N 9.9 IN HC Note in relation to Items 11 and 13: Includes 4,168,970 shares of Common Stock (as defined below) and 3,151 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants (as defined in Item 3 and subject to a beneficial ownership limitation as described therein). Note in relation to Item 13: Based on 41,759,822 shares of Common Stock outstanding as indicated by the Issuer (as defined below) in the final prospectus dated April 29, 2026 and filed by the Issuer on April 30, 2026 (inclusive of 576,568 additional shares of Common Stock purchased by the underwriters in the Issuer's underwritten public offering in May 2026), plus 3,151 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants (subject to a beneficial ownership limitation as described therein). Common Stock, par value $0.00001 Veradermics, Inc 470 James Street New Haven CT 06513 This Amendment No. 1 (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 referred to herein as the "Schedule 13D"), 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. 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. 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. 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. None. 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. SUVRETTA CAPITAL MANAGEMENT, LLC /s/ Andrew Nathanson Andrew Nathanson, General Counsel and Chief Compliance Officer 05/05/2026 Averill Master Fund, Ltd. /s/ Andrew Nathanson Andrew Nathanson, Authorized Signatory 05/05/2026 Averill Madison Master Fund, Ltd. /s/ Andrew Nathanson Andrew Nathanson, Authorized Signatory 05/05/2026 Aaron Cowen /s/ Aaron Cowen Aaron Cowen 05/05/2026