Vyne Therapeutics Inc SEC Filings

VYNE Therapeutics agreed to merge with private Yarrow Bioscience through a transaction in which Yarrow stockholders will receive shares of VYNE common stock and Yarrow will become a wholly owned subsidiary. Based on the exchange ratio and planned financings, pre‑merger Yarrow stockholders are expected to own about 97% of the combined company, while current VYNE stockholders are expected to own about 3%.

Before closing, VYNE expects to pay its existing stockholders a cash dividend totaling approximately $14.5–$16.5 million. Yarrow has completed a $100 million Series A preferred financing and arranged a separate $100 million PIPE in pre‑closing Yarrow shares and pre‑funded warrants, with registration rights for VYNE shares after the merger. The deal, approved by both boards and expected to close in the second quarter of 2026, is subject to stockholder approvals, Nasdaq listing and registration statement effectiveness, and will leave Yarrow designating all directors and executive officers of the combined company.

VYNE Therapeutics Inc. reported that one of its non-employee directors received an annual stock option award on December 12, 2025, the date of the company’s annual meeting of stockholders. The option covers 20,000 shares of VYNE common stock with an exercise price of $0.3756 per share and a stated expiration date of December 11, 2035.

According to the filing, the option vests in full on December 12, 2026, provided the director continues to serve through that date. After this grant, the director beneficially owns 20,000 derivative securities directly, reflecting this stock option position.

A director of VYNE Therapeutics Inc. reported receiving an annual grant of stock options for 20,000 shares of common stock on December 12, 2025. The options have an exercise price of $0.3756, expire on December 11, 2035, and relate to 20,000 shares. According to the filing, the options vest on December 12, 2026, if the director continues to provide service through that date.

VYNE Therapeutics Inc. disclosed that a non-employee director received an annual stock option award on 12/12/2025. The grant covers 20,000 stock options to purchase common stock at an exercise price of $0.3756 per share and expires on 12/11/2035.

The shares underlying the option vest on 12/12/2026, subject to the director’s continuous service through that date. Following this grant, the director beneficially owns 20,000 derivative securities directly.

VYNE Therapeutics Inc. reported that a non-employee director received an annual stock option award on December 12, 2025, the date of the company’s annual meeting of stockholders. The filing shows the grant of 20,000 stock options to purchase VYNE common stock at an exercise price of $0.3756 per share. These options vest on December 12, 2026, conditioned on the director’s continuous service through that date, and are scheduled to expire on December 11, 2035. Following this transaction, the director is shown as beneficially owning 20,000 derivative securities, all held directly.

VYNE Therapeutics Inc. reported the results of its 2025 annual meeting of stockholders held on December 12, 2025, where all three proposals on the ballot were approved. Of the 33,286,422 shares outstanding as of the record date, 16,680,776 shares, or 50.1%, were present or represented by proxy, providing a bare majority quorum.

Stockholders elected Class I directors Elisabeth Sandoval Little and Steven Basta to serve until the 2028 annual meeting, with each nominee receiving more votes for than withheld, plus 11,377,870 broker non-votes. They also ratified the selection of Baker Tilly US, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024, by a vote of 15,296,776 for, 766,080 against, and 617,920 abstentions.

On an advisory basis, stockholders approved the compensation of the company’s named executive officers, with 4,566,359 votes for, 680,945 against, 55,602 abstentions, and 11,377,870 broker non-votes. Overall, the meeting confirmed the company’s board choices, auditor, and executive pay program.

VYNE Therapeutics reported Q3 results reflecting a clinical-stage pivot and tighter spending. Royalty revenues were $169 thousand, while operating expenses fell to $8.0 million from $13.2 million a year ago, yielding an operating loss of $7.8 million and a net loss of $7.3 million. For the nine months, net loss was $21.6 million.

Liquidity remained stable with $32.7 million in cash, cash equivalents and marketable securities as of September 30, 2025, no debt, and total assets of $36.1 million. Operating cash use was $29.4 million year‑to‑date; management believes existing resources fund operations for at least 12 months, and cost reductions are expected to extend runway into the first half of 2027.

Pipeline updates: the FDA imposed a partial clinical hold on VYN202 in April; dosing for females at two doses resumed in June, with a 12‑week dog toxicology study initiated to address male enrollment. VYNE terminated the Phase 1b psoriasis trial after unblinding seven subjects showed directional improvements and plans to advance VYN202 in other immune‑mediated diseases. The Phase 2b repibresib (VYN201) vitiligo study did not meet primary and key secondary endpoints; VYNE is seeking a partner. A strategic review, including potential partnerships or transactions, is ongoing.

VYNE Therapeutics Inc. furnished a press release announcing its financial results for the quarter ended September 30, 2025. The press release is provided as Exhibit 99.1 to an Item 2.02 Form 8-K and is incorporated by reference.

The Item 2.02 information and Exhibit 99.1 are being furnished, not filed, under the Exchange Act.