Veradermics Inc美股招股说明书(2026-02-04版)

Common Stock We are offering 15,077,647 shares of our common stock. This is our initial public offering, and no public market currently existsfor our common stock. The initial public offering price is $17.00 per share of our common stock. Our common stock has beenapproved for listing on the New York Stock Exchange under the symbol “MANE.” 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 involves a high degree of risk. See “Risk Factors” beginning on page14of thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is acriminal offense. Initial Public Offering PriceUnderwriting Discounts and CommissionsProceeds, Before Expenses, to Veradermics, Incorporated(1) (1)See the section titled “Underwriting” for additional disclosure regarding underwriting compensation. Delivery of the shares of common stock is expected to be made on or aboutFebruary 5, 2026. We have granted the underwriters an option for a period of 30 days to purchase up to an additional2,261,647 shares of commonstock. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be$20,633,760, and the total proceeds to us, before expenses, will be $274,134,238. Eli Lilly and Company, or Eli Lilly, has indicated an interest in purchasing at the initial public offering price shares of commonstock in this offering in an amount up to 4.9% of the number of shares of common stock issued and outstanding after thisoffering. The shares of common stock to be purchased by Eli Lilly will not be subject to a lock-up agreement with theunderwriters. Because this indication of interest is not a binding agreement or commitment to purchase, Eli Lilly may determineto purchase more, less or no shares in this offering or the underwriters may determine to sell more, less or no shares to Eli Lilly.The underwriters will receive the same underwriting discounts and commissions on any of our shares of common stockpurchased by Eli Lilly as it will from any other shares of common stock sold to the public in this offering. The number of shares ofcommon stock available for sale to the public will be reduced to the extent that Eli Lilly purchases shares of common stock in theoffering. Wellington Management, or the cornerstone investor, also has indicated an interest in purchasing up to $30.0 million in shares ofcommon stock in this offering at the initial public offering price. The shares of common stock to be purchased by the cornerstoneinvestor will not be subject to a lock-up agreement with the underwriters. Because this indication of interest is not a bindingagreement or commitment to purchase, the cornerstone investor may determine to purchase more, less or no shares in thisoffering or the underwriters may determine to sell more, less or no shares to the cornerstone investor. The underwriters willreceive the same underwriting discounts and commissions on any of our shares of common stock purchased by the cornerstoneinvestor as they will from any other shares of common stock sold to the public in this offering. The number of shares of commonstock available for sale to the public will be reduced to the extent that the cornerstone investor purchases shares of commonstock in the offering. Cantor TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING9SUMMARY FINANCIAL DATA12RISK FACTORS14SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS74USE OF PROCEEDS76DIVIDEND POLICY77CAPITALIZATION78DILUTION80MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS82BUSINESS96MANAGEMENT149EXECUTIVE AND DIRECTOR COMPENSATION157CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS171PRINCIPAL STOCKHOLDERS175DESCRIPTION OF CAPITAL STOCK178SHARES ELIGIBLE FOR FUTURE SALE183MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OF OUR COMMONSTOCK186UNDERWRITING190LEGAL MATTERS201EXPERTS201WHERE YOU CAN FIND ADDITIONAL INFORMATION201INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 Neither we nor the underwriters have authorized anyone to provide any information other than that contained in this prospectusor 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 underwritersare not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume