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Get filing alertsVeradermics (MANE) registers 17.1M shares for resale by insiders and early investors; company receives no proceeds
Filed August 7, 2026 · ~2 min read
Key Changes
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This is a secondary offering by existing stockholders, not a capital raise. Veradermics receives zero proceeds from the 16,772,058 shares being sold. The company may receive proceeds only if Pre-Funded Warrants (300,000 shares) are exercised for cash rather than cashless.
Use of Proceeds verify on EDGAR → -
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The resale shares represent 40.6% of outstanding stock as of June 30, 2026. Four major venture investors—Longitude Capital, Montanova, SR One, and J.W. Childs—are registering all their shares (13.7M shares combined) for sale, signaling a potential complete exit by early backers.
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Veradermics is already public, trading on NYSE under MANE at $108.65 as of August 6, 2026. This S-1 is a Rule 415 shelf registration for delayed or continuous offering, not an IPO.
The Offering verify on EDGAR → -
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The company is a late clinical-stage biopharmaceutical developing VDPHL01, an oral extended-release minoxidil formulation for pattern hair loss affecting 80 million Americans (50M men, 30M women). The product aims to maximize hair growth while minimizing cardiac side effects.
Prospectus Summary verify on EDGAR → -
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In May 2026, Veradermics closed a $30M private placement with Montanova Capital, selling Pre-Funded Warrants for 300,000 shares at $99.99999 per warrant. These warrants are now being registered for resale and function as near-common-stock equivalents.
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CEO Reid Waldman and President Timothy Durso are each registering approximately 235,000 shares for sale while retaining the majority of their holdings (mostly options). Three board members are affiliated with the four major selling venture funds.
Selling Stockholders verify on EDGAR →
Summary
Veradermics, already trading on the NYSE under ticker MANE at $108.65 per share, has filed an S-1 shelf registration to allow existing stockholders to sell up to 17.1 million shares—representing over 40% of the company's outstanding stock. This is a secondary offering: the company receives no proceeds from the resale shares.
The only potential capital inflow would come if holders of 300,000 Pre-Funded Warrants (issued in a May 2026 private placement at effectively $100 per share) choose to exercise for cash rather than on a cashless basis. The selling stockholders are predominantly early-stage venture investors preparing for a complete exit. Four major funds—Longitude Capital, Montanova (formerly Suvretta Capital), SR One, and J.W.
Childs—are registering all their shares for sale, totaling 13.7 million shares. Three of these funds have board representation through Patrick Enright, David Friedman, and Katarina Pance. CEO Reid Waldman and President Timothy Durso are each selling a minority of their holdings (approximately 235,000 shares each) while retaining the majority of their equity, mostly in the form of options. The substantial resale volume and the complete exit by early backers may create downward pressure on the stock price, though the company's late-stage clinical development of VDPHL01—an extended-release oral minoxidil formulation targeting an 80-million-patient U.S. market for pattern hair loss—remains the fundamental investment story. Veradermics has never paid dividends and does not plan to do so.
Section-by-Section Diff
The Offering · The Offering
Veradermics common stock trades on NYSE under MANE at $108.65 as of August 6, 2026; S-1 filed for delayed/continuous offering under Rule 415.
Added in current filing · verify on EDGAR →
Our common stock trades on the New York Stock Exchange under the symbol “MANE.” The last reported sale price of our common stock on the New York Stock Exchange on August 6, 2026 was $108.65.
Veradermics is already a public company with shares trading on the NYSE under ticker MANE at $108.65 per share as of August 6, 2026. This S-1 is not an initial public offering but rather a registration for a delayed or continuous offering under Rule 415, typically used for secondary offerings or shelf registrations by companies already public.
Added in current filing · verify on EDGAR →
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
The filing indicates this is a Rule 415 shelf registration, allowing the company to offer securities on a delayed or continuous basis rather than all at once. The specific terms of the offering (number of shares, price, primary vs secondary) are not disclosed in this section.
Prospectus Summary · Prospectus Summary
Veradermics is developing VDPHL01, an oral extended-release minoxidil formulation for pattern hair loss affecting 80 million Americans.
Added in current filing · verify on EDGAR →
Our initial focus is developing better treatments for pattern hair loss, or PHL, a condition affecting approximately 50 million men and 30 million women in the United States.
The company is targeting pattern hair loss (PHL), which affects approximately 80 million people in the U.S. (50 million men and 30 million women). This establishes the addressable patient population for their lead product candidate.
Added in current filing · verify on EDGAR →
VDPHL01 is an oral, extended-release, or ER, formulation of minoxidil, a proven hair growth agent, designed to maximize minoxidil’s impact on hair restoration while minimizing the risk of cardiac activity.
VDPHL01 is an extended-release oral formulation of minoxidil designed to optimize hair growth while reducing cardiac side effects. The product builds on minoxidil's established hair growth biology but with a novel formulation intended to improve the pharmacokinetic and pharmacodynamic profile compared to immediate-release oral minoxidil used off-label.
Added in current filing · verify on EDGAR →
We believe that a marketing application could initially seek approval in male patients, followed by a supplemental new drug application, or sNDA, for female patients, or could alternatively pursue approval in both male and female patients simultaneously depending on the timing of the completion of our clinical trials.
The company has flexibility in its regulatory strategy: it could seek initial FDA approval for male patients first and then file a supplemental application for female patients, or pursue simultaneous approval for both populations. The chosen path will depend on clinical trial timing.
Added in current filing · verify on EDGAR →
We are a dermatologist-founded, late clinical-stage biopharmaceutical company focused on developing innovative therapeutics to address pervasive treatment challenges in highly prevalent aesthetic and dermatological conditions.
Veradermics is a late clinical-stage company founded by dermatologists, indicating it has progressed beyond early development but has not yet submitted marketing applications. The dermatologist-founded aspect suggests domain expertise in the target therapeutic area.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
We were originally incorporated on October 5, 2019, as VeraDermics, Incorporated, a Texas corporation. On September 15, 2021, we converted to a Delaware corporation.
The company was incorporated in Texas in October 2019 and reincorporated in Delaware in September 2021. This is a relatively young company (approximately 7 years old at the time of this filing) and the Delaware conversion is typical for companies preparing for an IPO.
Use of Proceeds · Use of Proceeds
Company receives no proceeds from Resale Shares; may receive proceeds from Pre-Funded Warrant exercises for general corporate purposes.
Added in current filing · verify on EDGAR →
All of the Resale Shares offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any of the proceeds from these sales.
This is a secondary offering where existing stockholders are selling shares. The company receives zero proceeds from the Resale Shares being sold, meaning no capital is raised for the company's operations from this portion of the offering.
Added in current filing · verify on EDGAR →
We will receive proceeds from the exercise of the Pre-Funded Warrants to the extent any are exercised for cash but not from the sale of the shares of common stock issuable upon such exercise. If any of the Pre-Funded Warrants are exercised on a net exercise cashless basis, we would not receive any cash payment from the applicable selling stockholder upon any such exercise.
The company may receive proceeds only if Pre-Funded Warrants are exercised for cash. If exercised on a cashless basis, the company receives no proceeds. The actual amount of capital raised depends on how warrant holders choose to exercise.
Added in current filing · verify on EDGAR →
Unless otherwise disclosed in a prospectus supplement, we intend to use any net proceeds from the exercise of Pre-Funded Warrants to fund the general corporate purposes, which may include commercial launch activities, developing our commercialization infrastructure, expanding our manufacturing capabilities, manufacturing of our product candidates, funding research, clinical and process development, increasing our working capital, and acquisitions or investments in businesses, products or technologies that are complementary to our own and capital expenditures.
Any proceeds from cash exercise of Pre-Funded Warrants would be allocated to general corporate purposes including commercialization, manufacturing expansion, R&D, working capital, and potential acquisitions. This is a broad allocation without specific amounts designated to particular uses.
Added in current filing · verify on EDGAR →
We have never declared or paid any dividends on our capital stock. We intend to retain future earnings, if any, to finance the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
The company has never paid dividends and does not plan to pay any in the foreseeable future, intending instead to retain all earnings for business operations and growth.
Risk Factors · Risk Factors
Resale shares from May 2026 private placement represent 40.6% of outstanding stock; substantial sales may depress share price.
Added in current filing · verify on EDGAR →
The Resale Shares being offered for resale in this prospectus represent approximately 40.6% of our total outstanding common stock as of June 30, 2026, assuming the exercise of the Pre-Funded Warrants into shares of common stock without giving effect to beneficial ownership limitations, if any.
The company is registering for resale shares representing 40.6% of total outstanding common stock as of June 30, 2026. These shares stem from pre-funded warrants issued in a May 2026 private placement. The sale or anticipated sale of this large block could significantly reduce the stock price.
Added in current filing · verify on EDGAR →
In May 2026, we closed a private placement, or the Private Placement, pursuant to a securities purchase agreement, or the Purchase Agreement, dated April 29, 2026, among us and certain entities affiliated with Montanova Capital (f/k/a Suvretta Capital), each, a PIPE Investor or collectively, the PIPE Investors, in which the Company sold to the PIPE Investors the Pre-Funded Warrants to purchase an aggregate of 300,000 shares of common stock, at an offering price of $99.99999 per Pre-Funded Warrant. The gross proceeds of the Private Placement were approximately $30.0 million, before deducting placement agent fees and other expenses.
The company closed a private placement in May 2026 with Montanova Capital (formerly Suvretta Capital), selling pre-funded warrants for 300,000 shares at $99.99999 per warrant. Gross proceeds were approximately $30.0 million before fees and expenses. The near-$100 warrant price indicates the warrants are effectively common stock with minimal exercise price.
Selling Stockholders · Selling Stockholders
Existing investors and insiders are registering 16,772,058 shares plus 300,000 shares from Pre-Funded Warrants for resale; no proceeds go to the company.
Added in current filing · verify on EDGAR →
This prospectus covers the sale or other disposition by the selling stockholders of up to (i) 16,772,058 shares of common stock and (ii) 300,000 shares of common stock issuable upon the exercise of the Pre-Funded Warrants.
The company is registering 16,772,058 shares of common stock plus 300,000 shares issuable from Pre-Funded Warrants for resale by existing investors and insiders. These are secondary shares; the company receives no proceeds from their sale. The resale volume represents approximately 40% of the 41,780,136 shares outstanding as of June 30, 2026.
Added in current filing · verify on EDGAR →
Entities affiliated with Longitude Capital(4) 4,653,873 4,653,873 - - Entities affiliated with Montanova(5) 4,468,970 4,468,970 - - Entities affiliated with SR One(6) 2,401,868 2,401,868 - - Entities affiliated with J.W. Childs Associates(7) 2,202,006 2,202,006 - -
Four major venture capital investors are registering all their shares for resale: Longitude Capital (4,653,873 shares), Montanova (4,468,970 shares), SR One (2,401,868 shares), and J.W. Childs Associates (2,202,006 shares). Together these four entities account for 13,726,717 shares, or approximately 82% of the total resale registration. Complete exit by these early-stage investors could signal lack of confidence or simply liquidity needs.
Added in current filing · view on EDGAR →
Reid Waldman, M.D.(8) 903,138 234,908 668,230 1.6 % Timothy Durso, M.D.(9) 580,031 234,907 345,124 *
CEO Reid Waldman is registering 234,908 shares for resale (retaining 668,230 shares, mostly options exercisable within 60 days). President Timothy Durso is registering 234,907 shares (retaining 345,124 shares, mostly options). Both executives are selling a minority of their holdings, which is typical for IPO liquidity but still represents insider selling concurrent with the public offering.
Added in current filing · verify on EDGAR →
The shares reported under “Shares of Common Stock Beneficially Owned Prior to this Offering” consist of (i) 149,000 shares of common stock issuable upon exercise of the Pre-Funded Warrants held by Averill Master Fund, Ltd., or Averill Master Fund, (ii) 151,000 shares of common stock issuable upon exercise of the Pre-Funded Warrants held by Averill Madison Master Fund, Ltd., or Averill Madison Fund
Montanova-affiliated funds hold 300,000 Pre-Funded Warrants (149,000 by Averill Master Fund and 151,000 by Averill Madison Fund) subject to a 9.99% beneficial ownership limitation. Pre-Funded Warrants are typically issued in private placements at a nominal exercise price and function as near-common-stock equivalents, suggesting a prior financing round with these investors.
Added in current filing · verify on EDGAR →
Patrick G. Enright, a member of our Board, and Juliet Tammenoms Bakker are the managing members of each of LCPV and L103P, and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Three board members have direct affiliations with selling stockholders: Patrick Enright (Longitude Capital, selling 4,653,873 shares), David Friedman (Montanova, selling 4,468,970 shares), and Katarina Pance (SR One, selling 2,401,868 shares). These venture-backed board seats are typical for pre-IPO companies, but the complete exit by their funds may affect board composition and governance post-offering.
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