Veradermics Inc美股招股说明书(2026-04-30版)

Common Stock We are offering 3,843,790 shares of our common stock in this offering. The public offering price for each share of common stock is$100.00. We have entered into a securities purchase agreement substantially concurrently with this offering, pursuant to which we will sell pre-funded warrants to purchase 300,000 shares of common stock to certain entities affiliated with Suvretta Capital in a private placement,or the PIPE. The purchase price of each pre-funded warrant is $99.99999, which equals the public offering price of our common stock inthis offering, minus $0.00001, which is the exercise price per pre-funded warrant. The pre-funded warrants will be immediatelyexercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full, subject to applicable ownershiplimits. 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. Theunderwriters are acting as placement agents in connection with the concurrent private placement and will receive a placement agent feeequal to 6.0% of the total purchase price, inclusive of the exercise price per pre-funded warrant, of the private placement securities.This offering is not conditioned on the closing of the PIPE. Our common stock trades on the New York Stock Exchange under the symbol “MANE.” The last reported sale price of our commonstock on the New York Stock Exchange on April 29, 2026 was $106.55. We are an “emerging growth company” and a “smaller reporting company” as defined under federal securities laws and, as such, haveelected 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 page13of this prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities, or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. (1)See the section titled “Underwriting” for additional disclosure regarding underwriting compensation. Delivery of the securities is expected to be made on or about May 1, 2026. We have granted the underwriters an option for a period of 30 days to purchase up to an additional 576,568 shares of common stock. Ifthe underwriters exercise the option in full, the total underwriting discounts and commissions payable by us will be $26,522,148, and thetotal proceeds to us, before expenses, will be $415,513,652. Cantor Prospectus dated April 29, 2026. TABLE OF CONTENTS PROSPECTUS SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYCAPITALIZATIONDILUTIONCERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONSPRINCIPAL STOCKHOLDERSDESCRIPTION OF CAPITAL STOCKSHARES ELIGIBLE FOR FUTURE SALEMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS OFOUR COMMONSTOCKUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE 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 thatthe information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless ofthe time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations andprospects 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 orpossession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the UnitedStates. Persons outside of the United States who come into possession of this prospectus must inform themselves about, andobserve any restrictions relating to, the offering of the securities and the distribution of this prospectus outside of the UnitedStates. 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 appearwithout the