Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
Veradermics, Incorporated (Name of Issuer) |
Common Stock, $0.00001 par value per share (Title of Class of Securities) |
922967104 (CUSIP Number) |
Patrick G. Enright Longitude Capital Partners IV, LLC, 2740 Sand Hill Road, 2nd Floor Menlo Park, CA, 94025 (650) 854-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/05/2026 (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 No. | 922967104 |
| 1 |
Name of reporting person
Longitude Capital Partners V, 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)
AF | ||||||||
| 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
2,600,399.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by LVPV (as defined in Item 2(a) below). LCPV (as defined in Item 2(a) below) is the general partner of LVPV and may be deemed to have voting and dispositive power with respect to these securities. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of LCPV and may each be deemed to share voting and dispositive power with respect to these securities. Based on 37,339,464 shares of Common Stock outstanding as of February 5, 2026, as reported by the Issuer (as defined in Item 1(a) below) in its prospectus filed with the United States Securities and Exchange Commission (the Commission) on February 4, 2026 (the Prospectus), including the full exercise of the underwriters' option to purchase 2,261,647 additional shares of Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 922967104 |
| 1 |
Name of reporting person
Longitude Venture Partners V, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,600,399.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by LVPV. LCPV is the general partner of LVPV and may be deemed to have voting and dispositive power with respect to these securities. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of LCPV and may each be deemed to share voting and dispositive power with respect to these securities. Based on 37,339,464 shares of Common Stock outstanding as of February 5, 2026, as reported by the Issuer in the Prospectus, including the full exercise of the underwriters' option to purchase 2,261,647 additional shares of Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 922967104 |
| 1 |
Name of reporting person
Longitude 103.8 East Partners, 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)
AF | ||||||||
| 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
2,053,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
All shares are held of record by L103 (as defined in Item 2(a) below). L103P (as defined in Item 2(a) below) is the general partner of L103 and may be deemed to have voting and dispositive power with respect to these securities. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of L103P and may each be deemed to share voting and dispositive power with respect to these securities. Based on 37,339,464 shares of Common Stock outstanding as of February 5, 2026, as reported by the Issuer in the Prospectus, including the full exercise of the underwriters' option to purchase 2,261,647 additional shares of Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 922967104 |
| 1 |
Name of reporting person
Longitude 103.8 East, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,053,474.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
All shares are held of record by L103. L103P is the general partner of L103 and may be deemed to have voting and dispositive power with respect to these securities. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of L103P and may each be deemed to share voting and dispositive power with respect to these securities. Based on 37,339,464 shares of Common Stock outstanding as of February 5, 2026, as reported by the Issuer in the Prospectus, including the full exercise of the underwriters' option to purchase 2,261,647 additional shares of Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 922967104 |
| 1 |
Name of reporting person
Patrick G. Enright | ||||||||
| 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)
AF | ||||||||
| 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
4,653,873.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 2,600,399 shares of Common Stock held of record by LVPV, and (ii) 2,053,474 shares of Common Stock held of record by L103. LCPV is the general partner of LVPV and may be deemed to have voting and dispositive power with respect to the shares held of record by LVPV. L103P is the general partner of L103 and may be deemed to have voting and dispositive power with respect to the shares held by L103. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of each of LCPV and L103 and may each be deemed to share voting and dispositive power with respect to the shares held by LVPV and L103. Based on 37,339,464 shares of Common Stock outstanding as of February 5, 2026, as reported by the Issuer in the Prospectus, including the full exercise of the underwriters' option to purchase 2,261,647 additional shares of Common Stock.
SCHEDULE 13D
|
| CUSIP No. | 922967104 |
| 1 |
Name of reporting person
Juliet Tammenoms Bakker | ||||||||
| 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)
AF | ||||||||
| 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
4,653,873.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 2,600,399 shares of Common Stock held of record by LVPV, and (ii) 2,053,474 shares of Common Stock held of record by L103. LCPV is the general partner of LVPV and may be deemed to have voting and dispositive power with respect to the shares held of record by LVPV. L103P is the general partner of L103 and may be deemed to have voting and dispositive power with respect to the shares held by L103. Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker are the managing members of each of LCPV and L103P and may each be deemed to share voting and dispositive power with respect to the shares held by LVPV and L103. Based on 37,339,464 shares of Common Stock outstanding as of February 5, 2026, as reported by the Issuer in the Prospectus, including the full exercise of the underwriters' option to purchase 2,261,647 additional shares of Common Stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.00001 par value per share |
| (b) | Name of Issuer:
Veradermics, Incorporated |
| (c) | Address of Issuer's Principal Executive Offices:
470 James Street, New Haven,
CONNECTICUT
, 06513. |
| Item 2. | Identity and Background |
| (a) | This joint statement on Schedule 13D is being filed by Longitude Capital Partners V, LLC (LCPV), Longitude Venture Partners V, L.P. (LVPV), Longitude 103.8 East Partners, LLC (L103P) and Longitude 103.8 East, L.P. (L103 and together with LCPV, LVPV and L103P, the Reporting Entities) and Patrick G. Enright, a member of the Issuer's board of directors, and Juliet Tammenoms Bakker (together, the Reporting Individuals). The Reporting Entities and the Reporting Individuals are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13D. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein. |
| (b) | The address of the principal offices of each Reporting Entity and the business address of each Reporting Individual is 2740 Sand Hill Road, Second Floor, Menlo Park, California 94025. |
| (c) | Each Reporting Entity is a venture capital investment entity. Each Reporting Individual is engaged through venture capital investment entities in acquiring, holding and disposing of interests in various companies for investment purposes. The Reporting Individuals are managing members of each of LCPV and L103P. LCPV is the general partner of LVPV and L103P is the general partner of L103. |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons are, nor during the last five years have been, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Each of LCPV and L103P is a limited liability company organized under the laws of the State of Delaware. Each of LVPV and L103 is a limited partnership organized under the laws of the State of Delaware. Each of the Reporting Individuals is a citizen of the United States of America. |
| Item 3. | Source and Amount of Funds or Other Consideration |
In November 2024, LVPV purchased 12,449,165 shares of the Issuer's Series B Preferred Stock for a purchase price of $1.2049 per share and an aggregate purchase price of approximately $15.0 million. In October 2025, LVPV, together with L103, purchased an aggregate of 23,579,344 shares of the Issuer's Series C Preferred Stock for a purchase price of $1.2723 per share and an aggregate purchase price of approximately $30.0 million. On February 5, 2026, effective upon the closing of the Issuer's initial public offering of its Common Stock (the Offering), each series of the Issuer's preferred stock automatically converted into shares of the Issuer's Common Stock on a one-for-10.067 basis in connection with the Issuer's reverse stock split for no consideration. Following the conversion, each Reporting Person directly held such number of shares of Common Stock set forth in Item 11 of their respective Cover Pages. On February 5, 2026, in connection with the Offering, LVPV purchased 192,647 shares of the Issuer's Common Stock for a purchase price of $17.00 per share and an aggregate purchase price of approximately $3.3 million. On February 5, 2026, in connection with the Offering, L103 purchased 882,353 shares of the Issuer's Common Stock for a purchase price of $17.00 per share and an aggregate purchase price of approximately $15.0 million. All shares of the capital stock of the Issuer purchased by LVPV and L103 have been purchased using investment funds provided to LVPV and L103 by its limited partner and general partner investors. Unless noted above, no part of the purchase price was borrowed by any Reporting Person for the purpose of acquiring any securities discussed in this Item 3. | |
| Item 4. | Purpose of Transaction |
The information set forth in Item 3 of this Statement is incorporated herein by reference. The Reporting Persons hold the securities of the Issuer for general investment purposes. The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities, or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of Common Stock or other securities of the Issuer, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of their investment in the Issuer in the open market, in privately negotiated transactions, pursuant to 10b5-1 trading plans or otherwise. Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | See Items 7-11 of the cover pages of this Statement and Item 2 above. Except to the extent of his, hers, or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
| (b) | See Items 7-11 of the cover pages of this Statement and Item 2 above. Except to the extent of his, hers, or its pecuniary interest therein, each Reporting Person disclaims beneficial ownership of such shares of Common Stock, except for the shares, if any, such Reporting Person holds of record. |
| (c) | Except as reported in this Statement, none of the Reporting Persons has effected any transactions in the Issuer's securities within the past 60 days. |
| (d) | Under certain circumstances set forth in the limited partnership agreements of LVPV and L103, the general partner and limited partners of each of LVPV and L103 may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by such entity of which they are a partner. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The Reporting Persons and certain of the Issuer's other investors entered into the Third Amended and Restated Investors' Rights Agreement, dated October 14, 2025 (the Rights Agreement). After the closing of the Offering, the stockholders party thereto are entitled to certain registration rights, including the right to demand that the Issuer file a registration statement or request that their shares be covered by a registration statement that the Issuer is otherwise filing. The terms and provisions of the Rights Agreement are described more fully in the Issuer's Registration Statement on Form S-1 (File No. 333-292657) and declared effective by the Commission on January 30, 2026 (the Registration Statement), and the above summary is qualified by reference to such description and the full text of the Rights Agreement, which is filed as Exhibit 2 to this Statement and is incorporated herein by reference. In connection with the Offering, each of the Reporting Persons entered into lock-up agreem
ents, pursuant to which the Reporting Persons have agreed, subject to certain exceptions, not to sell, transfer or otherwise convey any of the Issuer's securities held by each of the Reporting Persons for 180 days following the date of the underwriting agreement for the Offering. The terms and provisions of such lock-up agreements are described more fully in the Registration Statement, and the above summary is qualified by reference to such description and the full text of the lock-up agreement, a form of which is filed as Exhibit 3 to this Statement as attached as Exhibit A to the Underwriting Agreement filed with to the Registration Statement and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1: Joint Filing Agreement, dated February 12, 2026, by and among the Reporting Persons (filed herewith). Exhibit 2: Third Amended and Restated Investors' Rights Agreement, dated October 14, 2025, by and among the Registrant and certain of its stockholders, (filed as Exhibit 4.2 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on January 28, 2026 (SEC File No. 333-292657) and incorporated herein by reference). Exhibit 3: Form of Lock-Up Agreement for certain directors, officers and other stockholders of the Issuer (filed as Exhibit 1.1 to the Issuer's Registration Statement on Form S-1/A as filed with the Commission on January 28, 2026 (SEC File No. 333-292657) and incorporated herein by reference). |
| 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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