Form SCHEDULE 13D/A Veradermics, Inc Filed by: Longitude Capital Partners V, LLC
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Veradermics, Incorporated (Name of Issuer) |
Common Stock, $0.00001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
Patrick G. Enright, Managing M 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) |
05/01/2026 (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
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| CUSIP No. |
| 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)
6.3 % | ||||||||
| 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 41,184,080 shares of Common Stock outstanding, consisting of (i) 37,340,290 shares of Common Stock outstanding as of March 25, 2026, as reported by the Issuer (as defined in Item 1(a) below) in its Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the Commission) on March 30, 2026 (the Form 10-K), plus (ii) 3,843,790 shares of Common Stock sold by the Issuer pursuant to its Registration Statements on Form S-1 (File Nos. 333-295356 and 333-295420), as disclosed in the Issuer's Current Report on Form 8-K, filed with the Commission on May 1, 2026 (the Form 8-K).
SCHEDULE 13D
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| CUSIP No. |
| 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)
6.3 % | ||||||||
| 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 41,184,080 shares of Common Stock outstanding, consisting of (i) 37,340,290 shares of Common Stock outstanding as of March 25, 2026, as reported by the Issuer in the Form 10-K, plus (ii) 3,843,790 shares of Common Stock sold by the Issuer on May 1, 2026, as disclosed in the Form 8-K.
SCHEDULE 13D
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| CUSIP No. |
| 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)
5.0 % | ||||||||
| 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 41,184,080 shares of Common Stock outstanding, consisting of (i) 37,340,290 shares of Common Stock outstanding as of March 25, 2026, as reported by the Issuer in the Form 10-K, plus (ii) 3,843,790 shares of Common Stock sold by the Issuer on May 1, 2026, as disclosed in the Form 8-K.
SCHEDULE 13D
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| CUSIP No. |
| 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)
5.0 % | ||||||||
| 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 41,184,080 shares of Common Stock outstanding, consisting of (i) 37,340,290 shares of Common Stock outstanding as of March 25, 2026, as reported by the Issuer in the Form 10-K, plus (ii) 3,843,790 shares of Common Stock sold by the Issuer on May 1, 2026, as disclosed in the Form 8-K.
SCHEDULE 13D
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| CUSIP No. |
| 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)
11.3 % | ||||||||
| 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 41,184,080 shares of Common Stock outstanding, consisting of (i) 37,340,290 shares of Common Stock outstanding as of March 25, 2026, as reported by the Issuer in the Form 10-K, plus (ii) 3,843,790 shares of Common Stock sold by the Issuer on May 1, 2026, as disclosed in the Form 8-K.
SCHEDULE 13D
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| CUSIP No. |
| 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)
11.3 % | ||||||||
| 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 41,184,080 shares of Common Stock outstanding, consisting of (i) 37,340,290 shares of Common Stock outstanding as of March 25, 2026, as reported by the Issuer in the Form 10-K, plus (ii) 3,843,790 shares of Common Stock sold by the Issuer on May 1, 2026, as disclosed in the Form 8-K.
SCHEDULE 13D
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| 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 1 Comment:
Explanatory Note:
This Amendment No. 1 amends and supplements the Schedule 13D originally filed with the Commission on February 2, 2026 (the Original Schedule 13D) and 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 the Original Schedule 13D as Exhibit 1. 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, other than those securities reported herein as being held directly by such Reporting Person. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Statement have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | The information set forth in Item 2(a) of the Original Schedule 13D is incorporated herein by reference. | |
| (b) | The information set forth in Item 2(b) of the Original Schedule 13D is incorporated herein by reference. | |
| (c) | The information set forth in Item 2(c) of the Original Schedule 13D is incorporated herein by reference. | |
| (d) | The information set forth in Item 2(d) of the Original Schedule 13D is incorporated herein by reference. | |
| (e) | The information set forth in Item 2(e) of the Original Schedule 13D is incorporated herein by reference. | |
| (f) | The information set forth in Item 2(f) of the Original Schedule 13D is incorporated herein by reference. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. | ||
| 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.
Longitude Capital Management Co., LLC (LCM), the investment advisor of LVPV and L103, and Seven Fleet Advisors LLC (together with its affiliates, Seven Fleet) have instituted policies and procedures that may affect the acquisition, holding and disposition of securities held by Seven Fleet. As a result of such policies and procedures, the Reporting Persons and Seven Fleet may be deemed to be members of a group within the meaning of Section 13(d)(3) of the Exchange Act.
As of the date hereof, based on information provided by or on behalf of Seven Fleet, Seven Fleet may be deemed to be the beneficial owner of 80,000 shares of Common Stock, constituting 0.2% of the number of shares of Common Stock outstanding (based on 41,184,080 shares of Common Stock outstanding, consisting of (i) 37,340,290 shares of Common Stock outstanding as of March 25, 2026, as reported by the Issuer in the Form 10-K, plus (ii) 3,843,790 shares of Common Stock sold by the Issuer on May 1, 2026, as disclosed in the Form 8-K). Notwithstanding such policies and procedures, the Reporting Persons expressly disclaim such group membership and beneficial ownership over any Common Stock that they may be deemed to beneficially own by reason of such policies and procedures. This Schedule 13D shall not be deemed an admission that the Reporting Persons are members of a group for purposes of Section 13 of the Exchange Act or for any other purpose. | |
| (b) | See Items 7-11 of the cover pages of this Statement and Item 2 and Item 5(a) 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 information set forth in Item 6 of the Original Schedule 13D is 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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