Filing Details
- Accession Number:
- 0000899140-26-000948
- Form Type:
- 13D Filing
- Publication Date:
- 2026-08-20 20:00:00
- Filed By:
- Suvretta Capital Management
- Company:
- Veradermics Inc (NYSE:MANE)
- Filing Date:
- 2026-08-21
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Montanova Capital, LLC | 0 | 3,718,970 | 0 | 3,718,970 | 3,718,970 | 8.8% |
| Averill Master Fund, Ltd. | 0 | 3,106,937 | 0 | 3,106,937 | 3,106,937 | 7.4% |
| Averill Madison Master Fund, Ltd. | 0 | 612,033 | 0 | 612,033 | 612,033 | 1.5% |
| Aaron Cowen | 0 | 3,718,970 | 0 | 3,718,970 | 3,718,970 | 8.8% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Veradermics, Incorporated (Name of Issuer) |
Common Stock, par value $0.00001 (Title of Class of Securities) |
922967104 (CUSIP Number) |
Andrew Nathanson
Montanova Capital, LLC, 11 E 26th Street, 16th Floor
New York, NY, 10010
(212) 702-5205
Montanova Capital, LLC, 11 E 26th Street, 16th Floor
New York, NY, 10010
(212) 702-5205
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
08/19/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP Number(s): | 922967104 |
| 1 |
Name of reporting person
Montanova Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,718,970.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
Note in relation to Item 13: Based on 41,780,136 shares of Common Stock outstanding as indicated in the Issuer's (as defined below) Form 10-Q for the fiscal quarter ended June 30, 2026, plus 300,000 shares of Common Stock issued upon the exercise of Pre-Funded Warrants.
SCHEDULE 13D
|
| CUSIP Number(s): | 922967104 |
| 1 |
Name of reporting person
Averill Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,106,937.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Item 13: Based on 41,780,136 shares of Common Stock outstanding as indicated in the Issuer's (as defined below) Form 10-Q for the fiscal quarter ended June 30, 2026, plus 300,000 shares of Common Stock issued upon the exercise of Pre-Funded Warrants.
SCHEDULE 13D
|
| CUSIP Number(s): | 922967104 |
| 1 |
Name of reporting person
Averill Madison Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
612,033.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Note in relation to Item 13: Based on 41,780,136 shares of Common Stock outstanding as indicated in the Issuer's (as defined below) Form 10-Q for the fiscal quarter ended June 30, 2026, plus 300,000 shares of Common Stock issued upon the exercise of Pre-Funded Warrants.
SCHEDULE 13D
|
| CUSIP Number(s): | 922967104 |
| 1 |
Name of reporting person
Aaron Cowen | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,718,970.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Note in relation to Item 13: Based on 41,780,136 shares of Common Stock outstanding as indicated in the Issuer's (as defined below) Form 10-Q for the fiscal quarter ended June 30, 2026, plus 300,000 shares of Common Stock issued upon the exercise of Pre-Funded Warrants.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.00001 | |
| (b) | Name of Issuer:
Veradermics, Incorporated | |
| (c) | Address of Issuer's Principal Executive Offices:
470 James Street, New Haven,
CONNECTICUT
, 06513. | |
Item 1 Comment:
This Amendment No. 2 (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 and Amendment No. 1 referred to herein as the "Schedule 13D"), as amended by Amendment No. 1 on May 5, 2026 ("Amendment No. 1") 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. | ||
| Item 2. | Identity and Background | |
| (a) | The information contained in Item 2(a) of the Original Schedule 13D is hereby amended and restated to read as follows:
The persons filing this Schedule 13D are 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 Averill Master Fund, the "Funds"), Montanova Capital, LLC, a Delaware limited liability company ("Montanova Capital"), and Aaron Cowen ("Mr. Cowen") (collectively, the "Reporting Persons"). | |
| (b) | The information contained in Item 2(b) of the Original Schedule 13D is hereby amended and restated to read as follows:
The address of the principal office of (i) each of the Funds is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands, (ii) each of Montanova Capital and Mr. Cowen is c/o Montanova Capital, LLC, 11 E 26th Street, 16th Floor, New York, New York, 10010 and (iii) each of the directors and executive officers named on Schedule III (each, a "Scheduled Person" and collectively, the "Scheduled Persons") is listed thereon, which Schedule III is incorporated by reference herein. | |
| (c) | The information contained in Item 2(c) of the Original Schedule 13D is hereby amended and restated to read as follows:
Each of the Funds is a private investment fund. Montanova Capital serves as the investment manager of each of the Funds. Mr. Cowen is the control person and managing member of Montanova Capital. The principal business of each of the Scheduled Persons is listed on Schedule III, which Schedule III is incorporated herein by reference. | |
| (f) | The information contained in Item 2(f) of the Original Schedule 13D is hereby amended and restated to read as follows:
Averill Master Fund is a Cayman Islands exempted company. Averill Madison Master Fund is a Cayman Islands exempted company. Montanova Capital is a Delaware limited liability company. Mr. Cowen is a United States citizen. Except as set forth on Schedule III, each of the directors and executive officers named on Schedule III hereto is a United States citizen, which Schedule III is incorporated herein by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
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:
Open Market Sales
On August 19, 2026, (i) Averill Master Fund sold 690,601 shares of Common Stock in the open market at a per share price of $107.25, and (ii) Averill Madison Master Fund sold 59,399 shares of Common Stock in the open market, at a per share price of $107.25.
Pre-Funded Warrant Exercise
On August 20, 2026, (i) Averill Master Fund exercised Pre-Funded Warrants to purchase an aggregate of 149,000 shares of the Issuer's Common Stock for $0.00001 per share, and (ii) Averill Madison Master Fund exercised Pre-Funded Warrants to purchase an aggregate of 151,000 shares of the Issuer's Common Stock for $0.00001 per share. The exercise was for cash and was furnished from the working capital of the Funds. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 Montanova 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. | |
| (c) | The information disclosed in Item 3 of this Schedule 13D is incorporated by reference into this Item 5. Except as disclosed in Item 3 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. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information disclosed in Item 3 of this Schedule 13D is incorporated by reference into this Item 6. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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