Welcome to our dedicated page for Vyne Therapeutics SEC filings (Ticker: VYNE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
VYNE Therapeutics Inc. filings document the regulatory record for a clinical-stage biopharmaceutical company developing BET inhibitor therapies for inflammatory and immune-mediated conditions. Form 8-K disclosures include quarterly results, clinical and regulatory updates for Repibresib gel and VYN202, and capital-structure information for VYNE common stock.
The filing record also covers stockholder meeting results, director and governance matters, material-event reports, registered security information, and Nasdaq continued-listing compliance disclosures, including minimum bid price notices and extension communications.
VYNE Therapeutics Inc. proposes to issue VYNE common stock and pre-funded warrants as part of a merger with Yarrow Bioscience, Inc., pursuant to an Agreement and Plan of Merger and Reorganization dated December 17, 2025 (as amended). The filing sets an estimated exchange ratio of approximately 35.8667 VYNE shares per Yarrow share and describes a Yarrow pre-closing financing of approximately $100 million.
The proxy/prospectus explains treatment of options, assumed pre-funded warrants, a planned pre-closing cash dividend of about $14.5 million to $16.5 million, director and executive interests, support and lock-up agreements, Nasdaq initial listing expectations, and accounting as an in-substance reverse recapitalization (Yarrow as accounting acquirer). Proposals needing VYNE stockholder approval include issuance of shares under Nasdaq rules and a reverse stock split.
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’ annual report centers on a planned reverse-merger with Yarrow Biosciences that would effectively hand control to Yarrow investors. Pre‑Merger VYNE stockholders are expected to own about 3% of the combined company, with Yarrow holders owning about 97%, and VYNE would be renamed Yarrow Bioscience, Inc.
Yarrow investors have committed $100 million of Series A preferred equity and a further $100 million of common stock or pre‑funded warrants, all converting into VYNE securities at closing. VYNE plans a special cash dividend of roughly $14.5–$16.5 million to its pre‑Merger stockholders and warrant holders.
The report also details VYNE’s BET inhibitor platform, including discontinuation of its Phase 2b repibresib gel vitiligo trial after missing the primary endpoint, and early Phase 1b psoriasis data for oral BD2‑selective BET inhibitor VYN202, which showed clinical and biomarker improvements but faces a partial FDA clinical hold due to testicular toxicity findings in dogs. A repeat toxicology study in male dogs began in October 2025, with completion expected in the second half of 2026. If the Yarrow merger fails, the board may seek another strategic transaction or consider liquidation.
VYNE Therapeutics has amended its merger agreement with Yarrow Bioscience and Yarrow Merger Sub. The change lets certain Yarrow stockholders receive pre-funded warrants instead of VYNE common shares that would push them above a specified beneficial ownership limit, while preserving their right to obtain the excess shares by exercising the warrants.
The amendment also clarifies that the Parent Pre-Closing Dividend may be paid not only on VYNE common stock outstanding but also on shares underlying specified outstanding VYNE warrants, in each case as of the dividend record date. VYNE plans to file a Form S-4 with a proxy statement/prospectus containing further details on the proposed transaction.
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 privately held Yarrow Bioscience, with Yarrow becoming a wholly owned subsidiary in a stock-for-stock deal intended to be tax-free. Based on the expected share exchange, pre‑merger Yarrow stockholders are projected to own about 97% of the combined company, while current VYNE stockholders would own about 3%.
Before closing, VYNE expects to pay its existing stockholders a cash dividend of approximately $14.5–$16.5 million in total and accelerate vesting of its stock options and restricted stock units, with in‑the‑money options cashed out at the merger price. Yarrow has raised about $100 million in a Series A preferred round and lined up an additional $100 million PIPE financing. The deal, which requires shareholder approvals, Nasdaq listing and SEC registration statement effectiveness, is expected to close in the second quarter of 2026, after which Yarrow will control the board and management.
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.