VYNE (NASDAQ: VYNE) adjusts Yarrow merger with new warrant structure

Rhea-AI Filing Summary

VYNE Therapeutics Inc. amended its merger agreement with Yarrow Bioscience to adjust how equity is delivered to Yarrow stockholders at closing. If a holder would exceed a specified beneficial ownership cap, VYNE may instead issue pre-funded warrants allowing later purchase of the remaining entitled VYNE common shares.

The amendment also clarifies that the planned Parent Pre-Closing Dividend can be paid to holders of VYNE common stock and to holders of certain VYNE warrants, based on the VYNE shares underlying those warrants as of the dividend record date.

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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): January 30, 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 (Address of Principal Executive Offices) 08886 (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 1.01 Entry into a Material Definitive Agreement.

Amendment to Merger Agreement

On January 30, 2026, VYNE Therapeutics Inc., a Delaware corporation (“VYNE”), Yarrow Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of VYNE (“Merger Sub”), and Yarrow Bioscience, Inc., a Delaware corporation (“Yarrow”), entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger and Reorganization, dated December 17, 2025 (as amended, the “Merger Agreement”), by and among VYNE, Merger Sub and Yarrow. Capitalized terms used but not otherwise defined in this Item 1.01 shall have the meanings ascribed to such terms in the Merger Agreement.

The Amendment provides that VYNE may provide certain pre-funded warrants (the “Pre-Funded Warrants”), substantially in the form attached to the Amendment as Exhibit E thereto, to holders of Yarrow capital stock in the event that they would receive, pursuant to the Exchange Ratio, a number of shares of the common stock, $0.0001 par value per share, of VYNE (“VYNE Common Stock”), that (when aggregated with all Securities then beneficially owned by such Person and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder)) would be in excess of a set beneficial ownership limitation applicable to such holder (such excess shares, the “Remaining Entitlement”). Specifically, the Pre-Funded Warrants would allow such holder to purchase a number of shares of VYNE Common Stock upon exercise of such Pre-Funded Warrants equal to the Remaining Entitlement.

The Amendment also clarifies that the Parent Pre-Closing Dividend may be awarded to holders of (a) the shares of VYNE Common Stock outstanding and (b) the shares of VYNE Common Stock underlying certain outstanding warrants to purchase shares of VYNE capital stock issued by VYNE (“Parent Warrants”), in accordance with the terms of the Parent Warrants, each as of the record date of the Parent Pre-Closing Dividend.

The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibits filed or 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 U.S. SECURITIES AND EXCHANGE COMMISSION (“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 EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.

Important Additional Information About the Proposed Transaction Will be Filed with the SEC

This Current Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for any other document that VYNE may file with the SEC in connection with the proposed transaction, including the registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement and prospectus. In connection with the proposed transaction between VYNE, Yarrow and Merger Sub, VYNE intends to file relevant materials with the SEC, including the Form S-4. VYNE URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, 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 IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VYNE, YARROW, MERGER SUB, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Form S-4 and other documents filed by VYNE with the SEC (when they become available) 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 Form S-4 and included proxy statement/prospectus and other documents filed by VYNE with the SEC and stockholders are urged to read the Form S-4 and included proxy statement/prospectus and the other relevant materials when they become available 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 VYNE’s most recent definitive proxy statement, as filed with the SEC on November 12, 2025. Additional information regarding these persons and their interests in the proposed transaction will be included in the proxy statement/prospectus relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated January 30, 2026, by and among VYNE Therapeutics Inc., Yarrow Bioscience, Inc. and Yellow Merger Sub Corp.
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: January 30, 2026	By:	/s/ Mutya Harsch
		Mutya Harsch Chief Legal Officer and General Counsel

FAQ

What did VYNE (VYNE) change in its merger agreement with Yarrow?

VYNE amended its merger agreement with Yarrow to modify how Yarrow stockholders receive VYNE equity. The change allows using pre-funded warrants instead of shares when a holder would otherwise exceed an agreed beneficial ownership limit after the merger closes.

How do the new pre-funded warrants work in the VYNE (VYNE) merger?

The pre-funded warrants let certain Yarrow holders buy VYNE common stock equal to their excess entitlement. These warrants are issued when direct share delivery would push a holder above the specified beneficial ownership cap under the agreed Exchange Ratio.

What is the Parent Pre-Closing Dividend mentioned by VYNE (VYNE)?

The Parent Pre-Closing Dividend is a distribution that VYNE may pay before closing the Yarrow merger. The amendment clarifies it can go to holders of VYNE common stock and to holders of certain VYNE warrants, based on underlying shares as of the record date.

Who is eligible to receive the Parent Pre-Closing Dividend from VYNE (VYNE)?

Eligible recipients include holders of VYNE common stock and holders of certain outstanding VYNE warrants. Eligibility is determined as of the dividend record date, and warrant holders participate based on the VYNE common shares underlying their warrants under the warrant terms.

Does VYNE (VYNE) Form 8-K constitute an offer to sell securities?

No. The filing explicitly states it is not an offer to sell or a solicitation to buy securities. Any sale of securities related to the merger would occur only under a proper prospectus meeting Securities Act requirements or an applicable exemption.

What additional SEC filing will VYNE (VYNE) make for the Yarrow merger?

VYNE plans to file a registration statement on Form S-4 containing a proxy statement and prospectus. That document will provide detailed information about VYNE, Yarrow, the merger structure, and related matters for investors and stockholders.