Sec Form 3 Filing - Waldman Reid Alexander @ Veradermics, Inc - 2026-02-03

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Waldman Reid Alexander
2. Issuer Name and Ticker or Trading Symbol
Veradermics, Inc [ MANE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O VERADERMICS, INCORPORATED, 470 JAMES ST.
3. Date of Earliest Transaction (MM/DD/YY)
02/03/2026
(Street)
NEW HAVEN, CT06513
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 233,435 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,437 D
Stock Option (Right to Buy) $ 12.19 ( 2 ) 12/12/2026 Common Stock 3,452 D
Stock Option (Right to Buy) $ 12.19 ( 2 ) 12/12/2031 Common Stock 84,504 D
Stock Option (Right to Buy) $ 12.19 ( 2 ) 12/12/2027 Common Stock 3,452 D
Stock Option (Right to Buy) $ 12.19 ( 2 ) 12/21/2032 Common Stock 5,343 D
Stock Option (Right to Buy) $ 12.19 ( 3 ) 03/18/2029 Common Stock 9,864 D
Stock Option (Right to Buy) $ 12.19 ( 3 ) 03/18/2034 Common Stock 5,035 D
Stock Option (Right to Buy) $ 12.19 ( 4 ) 02/26/2035 Common Stock 224,247 D
Stock Option (Right to Buy) $ 12.79 ( 5 ) 11/13/2035 Common Stock 1,039,490 D
Stock Option (Right to Buy) $ 12.79 ( 6 ) 11/13/2035 Common Stock 243,984 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Waldman Reid Alexander
C/O VERADERMICS, INCORPORATED
470 JAMES ST.
NEW HAVEN, CT06513
X Chief Executive Officer
Signatures
/s/ Michael Greco, Attorney-in-Fact 02/03/2026
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series A Convertible Preferred Stock is convertible into shares of the Issuer's common stock, par value $0.00001 per share ("Common Stock"), on a 10.067-for-1 basis and has no expiration date. The Series A Convertible Preferred Stock will automatically convert into Common Stock immediately prior to the closing of the Issuer's initial public offering.
( 2 )This option is fully vested and exercisable as of the date hereof.
( 3 )The option is vested as to 33% of the underlying shares of Common Stock as of January 1, 2025, the first anniversary of the vesting commencement date, and vests as to the remaining shares in equal monthly installments over 24 months thereafter, subject to continued service.
( 4 )This option had a vesting start date of November 25, 2024 and vests in equal monthly installments over 48 months, beginning on the one-month anniversary of the vesting start date, subject to continued service.
( 5 )This option had a vesting start date of October 14, 2025 and vests in equal monthly installments over 48 months, beginning on the one-month anniversary of the vesting start date, subject to continued service.
( 6 )This option shall be fully vested and exercisable upon the certification by the Issuer's board of directors (or compensation committee thereof) that the Issuer has achieved a market capitalization of $680.0 million prior to December 31, 2026, subject to the reporting person's continued service. Market capitalization will be measured as the trading price per share of the Issuer's Common Stock on its principal market national stock exchange multiplied by the number of the Issuer's shares of Common Stock issued and outstanding.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.