VYNE Therapeutics Inc. 8-K Filings

Yarrow Bioscience, Inc. entered into an exchange agreement with an existing stockholder on July 29, 2026. The stockholder exchanged 133,290 shares of common stock for pre-funded warrants to purchase the same number of shares at an exercise price of $0.0001 per share. The pre-funded warrants are immediately exercisable and remain outstanding until fully exercised.

A Beneficial Ownership Limitation restricts exercises that would push the holder above 9.99% of outstanding common stock, adjustable up to 19.99% with 61 days’ notice. After the exchange, Yarrow Bioscience has 2,669,788 shares of common stock outstanding and pre-funded warrants to purchase 25,914,530 shares outstanding.

Yarrow Bioscience, Inc. (formerly VYNE Therapeutics) completed its merger with privately held Yarrow Bioscience, making Yarrow a wholly owned subsidiary, changing its name and ticker to YARW, and effecting a 1-for-50 reverse stock split.

Based on valuations of $272.9 million for Pre-Merger Yarrow and $8.5 million for VYNE, each Yarrow share converted into 0.7171 shares of the public company. Immediately after closing, former Yarrow holders owned about 97% of the combined company and legacy VYNE holders about 3%, with roughly 2.8 million common shares outstanding, or 28.6 million on a fully diluted basis including pre-funded warrants.

Pre-Merger Yarrow raised $100 million in Series A preferred stock and $100 million in a PIPE that included 13,068,176 pre-funded warrants at a $0.0001 exercise price; the company expects this $200 million of financing to fund operations into 2028. Ahead of closing, VYNE paid a special cash dividend of $17.3 million, or $0.40242 per share. The combined company is led by a new Yarrow-dominated board and management team and is advancing lead antibody YB-101, which has FDA Fast Track for Graves’ disease, into an ongoing Phase 2a/2b trial.

VYNE Therapeutics Inc. approved a 1-for-50 reverse stock split of its common stock in connection with its proposed merger with Yarrow Bioscience. Stockholders had previously authorized a split range of 1-for-10 to 1-for-70, and the board, with Yarrow’s agreement, chose the 1-for-50 ratio.

Upon effectiveness, every 50 shares of VYNE common stock will be combined into one share, reducing outstanding shares from about 33.4 million to about 0.7 million. No fractional shares will be issued; instead, holders will receive cash based on the Nasdaq closing price for any fractional share entitlement. Authorized common stock will ultimately increase from 150,000,000 to 300,000,000 shares in connection with the merger.

VYNE also updated its previously announced special cash dividend, setting an aggregate $17.3 million payout, or approximately $0.40242 per share, based on 42,989,506 shares and equivalents outstanding as of July 20, 2026. The dividend will be payable in cash to stockholders and warrant holders of record on July 22, 2026, with due bill procedures so buyers during the July 21–23 period receive the dividend. After the reverse split and closing of the merger, the combined company is expected to have about 2.7 million shares outstanding (about 33.6 million on a fully diluted basis) and to trade on Nasdaq as “Yarrow Bioscience, Inc.” under the ticker “YARW” beginning July 27, 2026.

VYNE Therapeutics Inc. reported that stockholders approved key proposals related to its planned merger with Yarrow Bioscience, Inc. at a July 16, 2026 special meeting. There were 33,385,055 VYNE common shares outstanding as of the June 5, 2026 record date, and 25,949,357 shares were represented, constituting a quorum.

Stockholders approved issuing VYNE common shares (including pre-funded warrant shares) to Yarrow stockholders under the Merger Agreement, which will represent more than 20% of shares outstanding immediately prior to the merger and result in a change of control under Nasdaq rules. They also approved a reverse stock split at a ratio between 1-for-10 and 1-for-70, an increase in authorized common shares from 150,000,000 to 300,000,000, new Yarrow equity and employee stock purchase plans, and merger-related and general executive compensation on an advisory basis.

Sharon Barbari was elected as a Class II director, and Baker Tilly US, LLP was ratified as independent auditor for 2026. An adjournment proposal was not needed because sufficient votes were obtained for the primary merger-related items.

VYNE Therapeutics Inc. describes a proposed reverse merger in which Yarrow Bioscience, founded in 2025 to develop therapies for Graves’ disease and thyroid eye disease, is expected to close with VYNE around July 24, 2026, with the combined company trading on Nasdaq as YARW. Yarrow’s lead asset, YB‑101, a potential first‑in‑class anti‑TSHR antibody, is entering a Phase 2a/2b trial in Graves’ disease after Phase 1 data in thyroid eye disease from partner GenSci, with a Phase 2a proof‑of‑concept readout anticipated in H2 2027 and Fast Track Designation from the FDA.

Yarrow has raised $200M to date, including an expected $100M pre‑closing financing, and projects a cash runway into 2028. Estimated post‑closing capitalization (on a pre‑reverse‑stock‑split basis) is about 1,428,782,221 shares of common stock, with holders associated with Yarrow and its pre‑closing financing owning approximately 97% of the combined company and current VYNE equity holders about 3%. VYNE has declared an aggregate cash dividend estimated at $16.5 million, or $0.38 per share, conditioned upon completion of the merger.

VYNE Therapeutics Inc. declared a special cash dividend in connection with its proposed merger with Yarrow Bioscience. The Cash Dividend is estimated at an aggregate $16.5 million, or approximately $0.38 per share, based on 42,989,506 shares of common stock and common stock equivalents outstanding as of July 9, 2026.

The dividend will be payable in cash to stockholders and warrant holders of record as of July 22, 2026. The total amount will be delivered to VYNE’s transfer agent on July 23, 2026 and distributed within a few days, and may be higher or lower than the estimate. Payment is conditioned upon the closing of the merger, which is expected on or about July 24, 2026, following a stockholder vote at a special meeting scheduled for July 16, 2026.

VYNE Therapeutics Inc. filed a Form 8-K noting that Yarrow Bioscience published an investor presentation tied to their planned reverse merger and concurrent financing. The presentation outlines Yarrow’s lead antibody YB-101 for Graves’ disease and thyroid eye disease, Phase 2 development plans starting in Q2 2026, and Fast Track status from the FDA for Graves’ disease. Yarrow reports about $200M raised to date, including an expected $100M pre-closing financing, with cash runway into 2028. Following the merger and financing, Yarrow stockholders are expected to own about 97% of the combined company and pre-merger VYNE holders about 3%, alongside an estimated cash dividend of $0.34–$0.38 per VYNE share before closing.

VYNE Therapeutics Inc. received an extension from Nasdaq to regain compliance with its minimum bid price listing rule. The company had previously failed to lift its common stock closing bid price back to at least $1.00 for 30 consecutive business days by March 10, 2026.

Nasdaq granted VYNE an additional 180 days, until September 7, 2026, to meet the $1.00 minimum bid price requirement. VYNE’s stock will continue trading on the Nasdaq Capital Market under the symbol “VYNE” during this period, and the company is considering options such as a potential reverse stock split to restore compliance.

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.

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 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 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.

VYNE Therapeutics furnished a press release reporting financial results for the quarter ended June 30, 2025; that press release is attached as Exhibit 99.1. The filing states the exhibit is being furnished and not "filed" for purposes of Section 18 of the Exchange Act. The report itself does not include the financial figures in this 8-K.

The registrant also disclosed that Christine Borowski, Ph.D. and Anthony Bruno resigned from the board effective immediately, each leaving their committee roles; the company stated the resignations were not due to any disagreement with the company or board and expressed thanks for their contributions.