VYNE Therapeutics (NASDAQ: VYNE) shares Yarrow transaction deck

Rhea-AI Filing Summary

VYNE Therapeutics Inc. reports that Yarrow Bioscience, Inc. has published an investor presentation for use in investor relations and other communications. VYNE has made this presentation, dated July 14, 2026, available on its investor website and has furnished it as Exhibit 99.1.

The communication is described as not constituting an offer or solicitation for any securities. It directs investors to a previously filed registration statement on Form S-4, which includes a proxy statement/prospectus about the proposed transaction between VYNE and Yarrow and is available free of charge on the SEC and VYNE investor websites.

Filing Explained

The July 14 filing is a furnished Form 8-K communication—not a Section 18 filing—about the still-proposed VYNE–Yarrow transaction; it does not itself offer securities or report a completed merger.

Key Terms

registration statement on Form S-4, proxy statement/prospectus, pre-commencement communications, participants in the solicitation

4 terms

registration statement on Form S-4 regulatory

"VYNE has filed a <b>registration statement on Form S-4</b> that contains a proxy statement/prospectus"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"the S-4 includes a <b>proxy statement/prospectus</b> about VYNE, Yarrow and the proposed transaction"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

pre-commencement communications regulatory

"Pre-commencement communications pursuant to Rule 14d-2(b) and Rule 13e-4(c) under the Exchange Act"

participants in the solicitation regulatory

"VYNE, Yarrow and their directors and officers may be <b>participants in the solicitation</b> of proxies"

People or firms who actively seek to influence shareholders’ choices in a corporate action—such as a vote, merger, proxy contest, or tender offer. This can include company insiders, advisers, bankers, lawyers and professional solicitors who contact investors to persuade them. Investors care because knowing who is doing the persuading reveals potential conflicts, resources and credibility behind the campaign, much like checking who is organizing a political campaign before accepting its message.

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Available on EDGAR 07/14/2026 - 08:15 AM Accepted by SEC EDGAR 07/14/2026 - 08:14 AM Learn about SEC filing dates

FAQ

What did VYNE Therapeutics (VYNE) disclose about Yarrow Bioscience in this report?

VYNE disclosed that Yarrow Bioscience published an investor presentation dated July 14, 2026. VYNE made the same presentation available on its investor website and furnished it as Exhibit 99.1 for informational and investor relations purposes.

Where can VYNE (VYNE) investors access the Yarrow investor presentation?

Investors can access the Yarrow investor presentation on VYNE’s investor website at vynetherapeutics.com/investors-media/events_presentations/. It is also included as Exhibit 99.1 to the current report, providing a publicly available copy for stockholders and other stakeholders.

What is the Form S-4 filed by VYNE (VYNE) in connection with the proposed transaction?

In connection with the proposed transaction with Yarrow, VYNE filed a registration statement on Form S-4 (File No. 333-294804). It contains a proxy statement/prospectus with important details about VYNE, Yarrow, the proposed transaction and related matters for investors and stockholders.

Does this VYNE (VYNE) communication constitute an offer to sell securities?

No. VYNE states the report and Exhibit 99.1 do not constitute an offer to sell or a solicitation to buy any securities. Any securities offering would occur only through a prospectus meeting Securities Act requirements or an applicable exemption.

How can VYNE (VYNE) stockholders obtain the proxy statement/prospectus for the proposed transaction with Yarrow?

Stockholders can obtain free copies of the Form S-4 and its proxy statement/prospectus from the SEC’s website at www.sec.gov. VYNE also makes these documents available via its main website and investor media website for convenient access before any voting or investment decisions.

Who may be participants in the proxy solicitation related to VYNE (VYNE) and Yarrow’s proposed transaction?

VYNE, Yarrow, and their respective directors and executive officers may be deemed participants in soliciting proxies for the proposed transaction. Information about their interests is described in VYNE’s Form S-4 and its Form 10-K for the year ended December 31, 2025.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2026

VYNE Therapeutics Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38356		45-3757789
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 125, Stewartsville, NJ		08886
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 775-7936

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.0001 par value		VYNE		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 7.01 Regulation FD Disclosure.

On July 14, 2026, Yarrow Bioscience, Inc. (“Yarrow”) published an investor presentation (the “Presentation”) that it plans to use for investor relations and other purposes. VYNE Therapeutics Inc. (“VYNE”) has also made the Presentation available on the Investor portion of its website at https://vynetherapeutics.com/investors-media/events_presentations/. A copy of the Presentation is attached as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any of VYNE’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibit furnished herewith are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT ON FORM 8-K AND THE EXHIBIT FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.

Important Additional Information About the Proposed Transaction Has Been Filed with the SEC

This Current Report on Form 8-K does not substitute for the S-4 (as defined below), proxy statement/prospectus or for any other document that VYNE has filed or may file with the SEC in connection with the proposed transaction. In connection with the proposed transaction between VYNE and Yarrow, VYNE has filed relevant materials with the SEC, including a registration statement on Form S-4 (File No.: 333-294804) that contains a proxy statement/prospectus (the “S-4”). VYNE URGES INVESTORS AND STOCKHOLDERS TO READ THE S-4, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT VYNE, YARROW, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the S-4 and other documents filed by VYNE with the SEC through the website maintained by the SEC at www.sec.gov. In addition, investors and stockholders should note that VYNE communicates with investors and the public using its website (www.vynetherapeutics.com) and the investor media website (https://vynetherapeutics.com/investors-media) where anyone will be able to obtain free copies of the S-4 and included proxy statement/prospectus and other documents filed by VYNE with the SEC and stockholders are urged to read the S-4 and included proxy statement/prospectus and the other relevant materials before making any voting or investment decision with respect to the proposed transaction.

Participants in the Solicitation

VYNE, Yarrow and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information about VYNE’s directors and executive officers, including a description of their interests in VYNE, is included in the S-4 and VYNE’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 27, 2026. These documents are available free of charge at the SEC's website at www.sec.gov.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Presentation, dated July 14, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VYNE THERAPEUTICS INC.
Date: July 14, 2026	By:	/s/ Mutya Harsch
		Mutya Harsch
		Chief Legal Officer and General Counsel