VYNE Therapeutics Reports Material Agreements & Executive Changes

TL;DR

VYNE Therapeutics filed an 8-K detailing material agreements, equity sales, and executive/director changes.

AI Summary

VYNE Therapeutics Inc. filed an 8-K on December 17, 2025, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in control of the registrant. The filing also details the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for those officers, along with Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions at VYNE Therapeutics, including potential changes in control and executive appointments, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions changes in control and unregistered sales of equity, which can introduce uncertainty and potential dilution.

Key Players & Entities

• VYNE Therapeutics Inc. (company) — Registrant
• Menlo Therapeutics Inc. (company) — Former Company Name
• Tigercat Pharma, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.0001 — e on which registered Common Stock, $0.0001 par value VYNE The Nasdaq Stock Mar
• $0 — pany's net cash at closing is less than $0, as further described in the Merger Agr
• $14,500,000 — ) which is expected to be approximately $14,500,000 to $16,500,000 in the aggregate. In co
• $16,500,000 — cted to be approximately $14,500,000 to $16,500,000 in the aggregate. In connection with t
• $1.00 — e with the minimum closing bid price of $1.00 per share, as set forth in Nasdaq listi
• $1,000,000 — ired to pay Yarrow a termination fee of $1,000,000 and Yarrow may be required to pay the C
• $100,000,000 — gregate purchase price of approximately $100,000,000. Pre-Closing Financing Concurrently

Filing Documents

• tm2533624d1_8k.htm (8-K) — 69KB
• tm2533624d1_ex2-1.htm (EX-2.1) — 720KB
• tm2533624d1_ex10-1.htm (EX-10.1) — 62KB
• tm2533624d1_ex10-2.htm (EX-10.2) — 67KB
• tm2533624d1_ex10-3.htm (EX-10.3) — 302KB
• tm2533624d1_ex10-4.htm (EX-10.4) — 146KB
• tm2533624d1_ex10-5.htm (EX-10.5) — 50KB
• tm2533624d1_ex99-1.htm (EX-99.1) — 29KB
• tm2533624d1_ex99-2.htm (EX-99.2) — 31KB
• tm2533624d1_ex99-1img01.jpg (GRAPHIC) — 5KB
• 0001104659-25-121828.txt ( ) — 1982KB
• vyne-20251217.xsd (EX-101.SCH) — 3KB
• vyne-20251217_lab.xml (EX-101.LAB) — 33KB
• vyne-20251217_pre.xml (EX-101.PRE) — 22KB
• tm2533624d1_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On December 17, 2025, VYNE Therapeutics Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Yarrow Bioscience, Inc., a Delaware corporation ("Yarrow"), and Yellow Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Yarrow, with Yarrow continuing as a wholly owned subsidiary of the Company and the surviving corporation of the merger (the "Merger"). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended. conditions of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), (a) each then outstanding share of Yarrow capital stock (the "Yarrow Capital Stock") (including any shares of Yarrow Capital Stock issued pursuant to the Pre-Closing Financing (as defined below) and Yarrow's Series A preferred financing described below), and excluding shares of Yarrow Capital Stock held as treasury stock immediately prior to the Effective Time and any dissenting shares, will be converted into the right to receive a number of shares of Company common stock, par value $0.0001 (the "Company Common Stock"), calculated in accordance with the Merger Agreement (the "Exchange Ratio"), (b) each then-outstanding option to purchase shares of Yarrow common stock that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, will cease to represent a right to acquire shares of Yarrow common stock and will be converted into and become an option to purchase shares of Company Common Stock on the existing

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The PIPE Securities were offered and will be sold in transactions exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on Section 4(a)(2) thereof. Each of the investors represented that it was an "accredited investor," as defined in Regulation D, and is acquiring the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the PIPE Securities or any other securities of the Company or Yarrow.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Departure of Directors or Certain Officers; Election of Directors;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 17, 2025, the Company and Yarrow issued a joint press release announcing the entry into the Merger Agreement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference. The Company and Yarrow plan to hold a joint conference call on December 17, 2025 at 8:30 AM Eastern Time to discuss the Merger in more detail. To join the webcast, please register here: https://viavid.webcasts.com/starthere.jsp?ei=1746336&tp_key=e5c90dda9d. A replay of the webcast can be accessed following the call by visiting www.vynetherapeutics.com . Furnished as Exhibit 99.2 hereto and incorporated herein by reference is the transcript that will be used by the Company and Yarrow in connection with the webcast. The information in this Item 7.01, including Exhibits 99.1, and 99.2 attached hereto, 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 liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed or furnished herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning the Company, Yarrow, the proposed transactions and other matters. These forward-looking company's listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; expectations regarding Yarrow's Series A preferred financing and the Pre-Closing Financing, and the closings thereof; the expected executive officers and directors of the combined company; the combined company's expected cash position at the closing of the proposed Merger (including completion of the Pre-Closing Financing) and cash runway of the combined company; the expected distribution and payment of the Pre-Closing Dividend, including the timing thereof; the future operations of the combined company; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any product candidates of the combined company; anticipated preclinical and clinical drug development activities and related timelines, including the expected timing for data and other clinical results; the combined company having sufficient resources to advance its pipeline candidates; and other statements that are not historical fact. The words "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will," "would" and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) E

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View this 8-K filing on SEC EDGAR