Veradermics, Inc 8-K

What Happened Veradermics, Inc. (MANE) announced on February 5, 2026 that, in connection with the closing of its initial public offering (IPO), it filed a Fifth Restated Certificate of Incorporation and amended and restated bylaws that became effective upon filing. The filings (approved earlier by the board and stockholders) materially revise the company’s capital structure and corporate governance provisions.

Key Details

• Authorized shares: the Restated Certificate authorizes 200 million shares of common stock (par $0.00001).
• Preferred stock: eliminates prior series references and authorizes 25 million shares of undesignated preferred stock (par $0.00001) to be issued in one or more series with board approval.
• Stockholder action: removes stockholders’ ability to act by written consent in lieu of a meeting.
• Bylaws changes: the Amended and Restated Bylaws add procedures for presenting stockholder proposals and nominating directors, modify indemnification terms for directors/officers, and conform to the new certificate.
• Filing date/signature: the documents became effective February 5, 2026; the 8‑K is signed by CEO Reid Waldman, M.D.

Why It Matters These changes affect Veradermics’ capitalization and governance going forward. The 200 million common-share authorization and 25 million preferred-share pool set the framework for the company’s outstanding shares and potential future issuances (which can dilute existing holders). Removing written-consent rights centralizes decision-making to formal meetings and the board, and new nomination/proposal procedures affect how shareholders can influence board composition. Investors should review the company’s IPO prospectus and the full Restated Certificate and Bylaws for details on voting rights, potential dilution, and indemnification terms.