When MANE insiders can sell

Preferred Stock issued after September 30, 2025 into an aggregate of 11,789,280 shares of our common stock), have agreed, among other things and subject to certain exceptions, not to sell or transfer any common stock or securities convertible into, exchangeable for, exercisable for, or repayable with common stock, for 180 days after the date of this prospectus without first obtaining the written consent of the representatives of the underwriters. Upon the expiration of the lock-up period, substantially all of the shares subject to such lock-up restrictions will become eligible for sale, subject to the limitations discussed above. For a further description of these lock-up agreements, please see the section titled " Underwriters. " After the date of the initial public filing of the prospectus, certain of our employees, including our executive officers, and or directors may enter into writ……

Upon expiration of the lock-up period, we estimate that approximately 20,000,170 shares of our common stock will become available for sale in the public market, subject in some cases to applicable volume limitations under Rule 144. Lock-Up Agreements We and each of our directors and executive officers and holders of substantially all of our outstanding capital stock, who will collectively own approximately 19,878,828 shares of our common stock upon the consummation of this offering (based on our shares outstanding as of September 30, 2025 after giving effect to (i) the automatic conversion of all outstanding…

" After the date of the initial public filing of the prospectus, certain of our employees, including our executive officers, and or directors may enter into written trading plans that are intended to comply with Rule 10b5-1 under the Exchange Act. Sales under these trading plans would not be permitted until the expiration of the lock-up agreements relating to the offering described above. 183 Table of Contents Rule 144 Affiliate Resales of Restricted Securities In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was a…

…not apply to (i) transfers or dispositions of shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock as a bona fide gift or for estate planning purposes, or by will, other testamentary document or intestate succession to the legal representative, heir, beneficiary or any family member, to a trust for the direct or indirect benefit of the securityholder and or a family member, or to a charitable organization or educational institution in each case under this clause (i) in a transfer not involving a disposition for value (…

…ces, or CMS, information related to payments and other transfers of value to teaching hospitals, physicians, and other healthcare practitioners, as well as ownership and investment interests held by physicians and their immediate family members nfederal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers nstate laws and regulations analogous to federal laws, including anti-kickback or related laws, some of which apply regardless of whether products or services are covered by government health benefit programs or private insurance, false claims…

These amounts exclude n739,331 shares of our common stock issuable upon the exercise of stock options outstanding as of September 30, 2025, with a weighted average exercise price of $12.19 per share n2,974,637 shares of our common stock issuable upon the exercise of stock options granted after September 30, 2025, with a weighted average exercise price of $12.77 per share n685,080 shares of our common stock reserved for issuance under the VeraDermics, Incorporated 2021 Equity Incentive Plan,…