mane-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________

FORM 10-Q

________________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 001-43097

________________________________

Veradermics, Incorporated

(Exact name of registrant as specified in its charter)

________________________________


Delaware						84-3304423
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)
470 James St., New Haven, CT						06513
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code: (228) 372 3376

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.00001 per share

MANE

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated

filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

The number of shares of Registrant’s Common Stock outstanding as of May 07, 2026 was 41,778,687.

Table of Contents


		Page

PART I - FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (u naudited)	7
	Condensed Consolidated Balance Sheets (unaudited)	7
	Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)	9
	Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) (unaudited)	10
	Condensed Consolidated Statements of Cash Flows (unaudited)	12
	Notes to Financial Statements (unaudited)	13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	34
Item 4.	Controls and Procedures	34

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	91
Item 3.	Defaults Upon Senior Securities	91
Item 4.	Mine Safety Disclosures	91
Item 5.	Other Information	91
Item 6.	Exhibits	92

Signatures		94

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that are based on management’s beliefs and assumptions and on information currently available to management. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements include, but are not limited to, statements concerning:

nthe initiation, timing, enrollment, progress, results, and cost of our research and development programs, and our current and future preclinical and clinical studies, including statements regarding the timing of initiation or completion of our clinical trials for VDPHL01 and our other product candidates, and related preparatory work, and the period during which the results of the trials will become available;

nour regulatory strategy and the timing of our planned NDA submission for VDPHL01;

nthe success, cost and timing of our clinical development of VDPHL01 and our other product candidates;

nour ability to initiate, recruit and enroll patients in and conduct our clinical trials at the pace that we project;

nthe timing of and our ability to obtain and maintain regulatory approval of our product candidates, and any related restrictions, limitations or warnings in the label of any of our product candidates, if approved;

nour ability to compete with companies currently selling, marketing or engaged in the development of treatments for diseases that our product candidates are designed to target, including PHL;

nour reliance on third parties to conduct our clinical trials;

nour reliance on third parties to manufacture drug substance for use in our clinical trials;

nour estimates regarding the size and growth potential of the commercial opportunity for VDPHL01 and our current product candidates or other product candidates we may identify and pursue, and our ability to serve those markets;

nour ability to expand our pipeline through collaborations, partnerships and other transactions with third parties;

nour ability to identify and advance through clinical development any additional product candidates;

nthe commercialization of VDPHL01 and our other current product candidates and any other product candidates we may identify and pursue, if approved, including our ability to successfully build commercial infrastructure or enter into collaborations with third parties to market our current product candidates and any other product candidates we may identify and pursue;

nthe effectiveness of physician outreach and education, direct-to-consumer advertising, telehealth engagement and social media campaigns on physician and patient adoption rates;

nour ability to develop and commercialize products that are considered by physicians, patients and payors as medically and/or financially differentiated as compared to competitive products;

nour ability to retain and recruit key personnel;

nour ability to obtain, maintain and successfully enforce adequate intellectual property rights;

nour patent portfolio, including issued, allowed and pending applications, and plans for future applications;

nour expectations about patient willingness to pay, the effect of macroeconomic conditions on discretionary spending and implications of limited or no third-party payor coverage and reimbursement on VDPHL01, if approved;

nour estimates of our expenses, ongoing losses, capital requirements and our needs for or ability to obtain additional financing;

nour expected uses of our existing cash, cash equivalents and marketable securities, including the net proceeds to us from this offering and our IPO, and the sufficiency of such capital resources to fund our future operating expenses and capital expenditure requirements;

nour expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

nour financial performance;

ndevelopments and projections relating to our competitors or our industry; and

nother risks and uncertainties, including those listed under the section titled “Risk Factors.”

The forward-looking statements in this Quarterly Report on Form 10-Q are only predictions and are based largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of known and unknown risks, uncertainties and assumptions, including those described under the sections in this Quarterly Report on Form 10-Q titled “Risk Factors” and the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on From 10-Q and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as guarantees of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual future results, levels of activity, performance and events and circumstances could differ materially from those projected in the forward-looking statements. Moreover, we operate in an evolving environment. New risks and uncertainties may emerge from time to time, and management cannot predict all risks and uncertainties. Except as required by applicable law, we are not obligated to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Risk Factor Summary

Our business is subject to a number of risks that are discussed more fully in the “Risk Factors” section of this Quarterly Report on Form 10-Q. These risks include the following:

nWe are a clinical-stage biopharmaceutical company with a limited operating history and no products approved for commercial sale. We have incurred substantial losses since our inception, and we anticipate incurring substantial and increasing losses for the foreseeable future;

nWe will require substantial additional financing to achieve our goals, and failure to obtain additional capital when needed, or on acceptable terms, would cause us to delay, limit, reduce or terminate our product development or commercialization efforts;

nWe currently anticipate that our success will depend on the approval and successful commercialization of VDPHL01, which is our lead product candidate. If we are unable to obtain regulatory approval for, and successfully commercialize, VDPHL01, or any of our other current or future product candidates, or experience significant delays in doing so, our business will be materially harmed;

nPreclinical and clinical development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies and trials may not be predictive of future preclinical studies or clinical trial results. We may encounter substantial delays in preclinical and clinical trials, or may not be able to conduct or complete preclinical or clinical trials on the expected timelines, if at all. If our preclinical studies and clinical trials are not sufficient to support regulatory approval of any of our product candidates, we may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development of such product candidate;

nIf the FDA does not conclude that VDPHL01 satisfies the requirements for the Section 505(b)(2) regulatory approval pathway, or if the requirements for VDPHL01 under Section 505(b)(2) are not as we expect, the approval pathway for those product candidates will likely take significantly longer, cost significantly more and entail significantly greater complications and risks than anticipated, and in either case may not be successful;

nAny significant AEs or undesirable side effects caused by our product candidates may delay or prevent regulatory approval or market acceptance of our product candidates, or result in significant negative consequences following marketing approval, if any. Additionally, the clinical profile of VDPHL01 in female patients may differ from the clinical profile in male patients, and the outcomes observed to date in male patients may not be reflective or predictive of future outcomes for female patients;

nWe operate in highly competitive markets and face competition from large, well-established companies with significant resources as well as other entities, and, as a result, we may not be able to compete effectively;

nWe currently have limited marketing, sales or distribution infrastructure. If we are unable to fully develop our sales, marketing and distribution capability on our own or through collaborations with marketing partners, we may not be successful in commercializing our product candidates;

nEven if we obtain regulatory approval for VDPHL01 or any other product candidates, such products may fail to achieve market acceptance which would adversely affect our efforts to commercialize any such product successfully;

nThe commercial opportunity for VDPHL01 and any of our other current or future product candidates we may develop may be smaller than we expect;

nOur strategy of focusing on the cash-pay healthcare market for VDPHL01 may limit our ability to increase sales or achieve profitability;

nIf we fail to effectively maintain, promote, and enhance our reputation and VDPHL01 brand recognition in a cost-effective manner, our business and competitive advantage may be harmed;

nWe are dependent on the services of our senior management and other key personnel, and if we are not able to retain these individuals or recruit additional management or key personnel, our business will suffer;

nWe will need to grow our organization, and we may experience difficulties in managing our growth and expanding our operations, which could adversely affect our business;

nOur commercial success depends on our ability to obtain and maintain sufficient intellectual property protection for VDPHL01 and our other current and any future product candidates and other proprietary technologies;

nIf the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent our competitors from commercializing similar or identical product candidates would be adversely affected;

nWe may not be able to protect our intellectual property rights throughout the world;

nThe regulatory approval process is highly uncertain, and we may be unable to obtain, or may be delayed in obtaining, U.S. regulatory approval and, as a result, unable to commercialize our product candidates or any future product candidates. Even if we believe our current, or planned clinical trials are successful, regulatory authorities may not agree that they provide adequate data on safety or efficacy;

nEven if we receive regulatory approval for any of our product candidates, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. Additionally, our product candidates, if approved, could be subject to labeling and other restrictions and market withdrawal. We may also be subject to penalties if we fail to comply with regulatory requirements or experience unanticipated problems with our product candidates;

nWe currently rely on third parties for the manufacture of drug or biological substances for our preclinical studies and clinical trials and expect to continue to do so for commercialization of any product candidates that we may develop that are approved for marketing. Our reliance on third parties may increase the risk that we will not have sufficient quantities of such drug substance, product candidates, or any products that we may develop and commercialize, or that such supply will not be available to us at an acceptable cost, which could delay, prevent, or impair our development or commercialization efforts;

nWe have relied and expect to continue to rely on third parties to conduct our preclinical studies and clinical trials. If those third parties do not perform as contractually required, fail to satisfy legal or regulatory requirements, miss deadlines or terminate the relationship, our development programs could be delayed, more costly or unsuccessful, and we may never be able to seek or obtain regulatory approval for or commercialize our product candidates;

nAn active and liquid trading market for our common stock may not be sustained; and

nThe market price of our common stock may be volatile, which could result in substantial losses for investors.

The foregoing is only a summary of some of our risks. For a more detailed discussion of these and other risks you should consider before making an investment in our common stock, see “Risk Factors.”

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (unaudited)

VERADERMICS, INCORPORATED

Condensed Consolidated Balance Sheets

(unaudited)


	As of March 31,		As of December 31,
(in thousands, except share and per share amounts)	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	168,412	$	21,766
Marketable securities at fair value	222,385		120,096
Prepaid expenses and other current assets	6,272		10,632
Total current assets	397,069		152,494
Long-term assets:
Property, plant and equipment, net	21		22
Right-of-use asset and other long-term assets	266		103
Total non-current assets	287		125
Total assets	$	397,356	$	152,619
Liabilities and stockholders’ equity (deficit)
Current liabilities:
Accounts payable	$	1,071	$	2,126
Accrued expenses	5,606		6,979
Other current liabilities and lease liabilities	39		47
Total current liabilities	6,716		9,152
Lease liabilities - non-current	—		4
Total liabilities	6,716		9,156
Commitments and contingencies (Note 8)
Redeemable convertible preferred stock:
Series A preferred stock, $0.00001 par value, 12,865,375 shares authorized, issued and outstanding with an aggregate liquidation preference of $37,238 as of December 31, 2025, net of issuance costs	—		36,860
Series B preferred stock, $0.00001 par value, 62,245,805 shares authorized, issued and outstanding with an aggregate liquidation preference of $85,376 as of December 31, 2025, net of issuance costs	—		78,903
Series C preferred stock, $0.00001 par value, 118,682,683 shares authorized, issued and outstanding with an aggregate liquidation preference of $154,815 as of December 31, 2025, net of issuance costs	—		150,563
Subscription receivable	—		(1,849)
Stockholders’ equity (deficit)
Preferred stock, $0.00001 par value, 25,000,000 and 0 shares authorized as of March 31, 2026 and December 31, 2025, respectively and 0 shares issued or outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—


	As of March 31,		As of December 31,
(in thousands, except share and per share amounts)	2026		2025
Common stock, $0.00001 par value, 200,000,000 and 267,466,797 shares authorized as of March 31, 2026 and December 31, 2025, respectively and 37,340,290 and 749,760 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	1		1
Additional paid-in capital	543,044		2,346
Subscription receivable	(1,228)		—
Accumulated other comprehensive income	(524)		60
Accumulated deficit	(150,653)		(123,421)
Total stockholders’ equity (deficit)	390,640		(121,014)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)	$	397,356	$	152,619

See accompanying notes to the financial statements

VERADERMICS, INCORPORATED

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)


	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2026		2025
Operating expenses:
Research and development	$	20,925	$	11,447
General and administrative	8,937		1,468
Total operating expenses	29,862		12,915
Loss from operations	(29,862)		(12,915)
Other income:
Interest income	2,481		482
Other income	149		33
Total other income, net	2,630		515
Loss before income taxes	(27,232)		(12,400)
Income tax benefit	—		—
Net loss	$	(27,232)	$	(12,400)
Net loss attributable to common stock	$	(30,011)	$	(14,582)
Net loss per share of common stock, basic and diluted	$	(1.32)	$	(19.79)
Weighted average common stock outstanding, basic and diluted	22,704,124		736,933
Other comprehensive loss:
Net unrealized losses on marketable securities	(584)		—
Total other comprehensive loss	(584)		—
Total comprehensive loss	$	(27,816)	$	(12,400)

See accompanying notes to the financial statements

VERADERMICS, INCORPORATED

Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(unaudited)


	Redeemable Convertible Preferred Stock											Stockholders' Equity (Deficit)
	Series A Redeemable Convertible Preferred Stock			Series B Redeemable Convertible Preferred Stock			Series C Redeemable Convertible Preferred Stock			Subscription Receivable		Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity (Deficit)
(in thousands, except share amounts)	Shares	Amount		Shares	Amount		Shares	Amount				Shares	Amount
Balance, December 31, 2024	12,865,375	$	36,860	55,246,971	$	66,285	—	$	—	$	(3,848)	736,933	$	1	$	750	$	—	$	(49,231)	$	(48,480)
Issuance of Series B Redeemable Convertible Preferred Stock, net of issuance costs of $10	—	—		6,998,834	8,423		—	—		—		—	—		—		—		—		—
Subscription receivable settled through research and development services received	—	—		—	—		—	—		357		—	—		—		—		—		—
Stock-based compensation	—	—		—	—		—	—		—		—	—		213		—		—		213
Net loss	—	—		—	—		—	—		—		—	—		—		—		(12,400)		(12,400)
Balance, March 31, 2025	12,865,375

SEC Form 10-Q filed by Veradermics Incorporated