Current Report · Items 7.01, 8.01, 9.01 · 8-K
Yarrow Bioscience, Inc.
Regulation FD Disclosure · Other Events
Item 7.01 Regulation FD Disclosure. On July 21, 2026, VYNE issued a press release titled “VYNE Therapeutics Announces 1-for-50 Reverse Stock Split and Provides Update Regarding Special Dividend in Connection with the Proposed Merger with Yarrow Bioscience.” A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.…
Filed Jul 21, 2026Accepted Jul 21, 2026, 8:14 AM EDTCIK 1566044Accession 0001104659-26-085235
Company context
Yarrow Bioscience, Inc. is a clinical-stage biotechnology company focused on developing transformative therapies for autoimmune thyroid diseases. The Company is developing YB-101, a potentially first-in-class anti-thyroid stimulating hormone receptor (“TSHR”) monoclonal antibody designed to directly and rapidly disrupt the central mechanism of both GD and TED. For more information, visit www.yarrowbioscience.com.
Current securities
Historical securities (1)
Registered securities in this filing
VYNE Therapeutics Inc. · 8-K · Filed 2026-07-21
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common Stock, $0.0001 par value
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Historical · closed Jul 27, 2026
Filing context
Context: AsOf2026-07-21
Dimensions: Not supplied
Accession 000110465926085235 · 1 registered-security cover member
Read the exact SEC filing ↗Disclosure sections
Items 7.01, 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
On July 21, 2026, VYNE issued a press release titled “VYNE
Therapeutics Announces 1-for-50 Reverse Stock Split and Provides Update Regarding Special Dividend in Connection with the Proposed Merger
with Yarrow Bioscience.” A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information under Item 7.01 of this Current
Report on Form 8-K (including Exhibit 99.1) is intended to be 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 liabilities
of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities
Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
At the special meeting in lieu of the annual meeting of VYNE stockholders
on July 16, 2026 (the “Special Meeting”), VYNE’s stockholders approved a proposal to amend the amended and restated
certificate of incorporation of VYNE (the “VYNE Charter”) to effect a reverse stock split of issued and outstanding common
stock of VYNE, par value $0.0001 per share (the “VYNE Common Stock”), at a ratio determined by the VYNE board of directors
and agreed to by Yarrow, of one new share of VYNE Common Stock for every 10 to 70 shares (or any number in between) of outstanding VYNE
Common Stock, in the form attached as Annex C to the Company’s definitive proxy statement/prospectus filed on Form S-4 with
the Securities and Exchange Commission (the “SEC”), most recently amended on June 3, 2026 and declared effective on June 15,
2026 (as amended, the “Proxy Statement”) and first mailed to the Company’s stockholders on June 15, 2026. Following
this approval, the VYNE board of directors approved the reverse stock split (the “Reverse Stock Split”) of issued and outstanding
VYNE Common Stock at a final ratio, agreed to by Yarrow, of 1-for-50 shares of VYNE Common Stock (the “Split Ratio”).
Prior to the closing of the Merger, VYNE will
file a certificate of amendment to the VYNE Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.
Upon the effectiveness of such amendment (the “Reverse Stock Split Effective Time”), every 50 shares of VYNE Common Stock
outstanding immediately prior to the Reverse Stock Split Effective Time will be combined and reclassified, automatically and without any
action on the part of VYNE or its stockholders, into one share of VYNE Common Stock, in accordance with the Split Ratio. The Reverse Stock
Split will be realized simultaneously for all shares of VYNE Common Stock and options to purchase shares of VYNE Common Stock outstanding
immediately prior to the Reverse Stock Split Effective Time. The Reverse Stock Split will affect all holders of shares of VYNE Common
Stock uniformly and each such stockholder will hold the same percentage of VYNE Common Stock outstanding immediately following the Reverse
Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from
the treatment of fractional shares. No fractional shares of VYNE Common Stock will be issued as a result of the Reverse Stock Split. Stockholders
of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible
by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to a cash payment (without interest)
in lieu thereof at a price equal to the fraction of a share to which the stockholder would otherwise be entitled multiplied by the closing
trading price of VYNE Common Stock on Nasdaq on the last trading day immediately prior to the date of the Reverse Stock Split Effective
Time.
As of the record date for the Special Meeting,
150,000,000 shares of VYNE Common Stock were authorized and 33,385,055 shares of VYNE Common Stock were outstanding. The Reverse Stock
Split is expected to reduce the number of VYNE’s outstanding shares of VYNE Common Stock from approximately 33.4 million shares
to approximately 0.7 million shares. The Reverse Stock Split will not change the par value of VYNE Common Stock or preferred stock
and will not reduce the number of authorized shares of VYNE Common Stock or preferred stock. At the Special Meeting, VYNE’s stockholders
separately approved Proposal No. 3 to increase the number of shares of VYNE Common Stock that VYNE is authorized to issue from 150,000,000
to 300,000,000 shares in connection with the closing of the Merger.
In addition, effective as of the Reverse Stock
Split Effective Time and as a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price
and the number of shares issuable upon the exercise, vesting or settlement of all outstanding options to purchase shares of VYNE Common
Stock, and the number of shares reserved for issuance pursuant to VYNE’s existing equity incentive and employee stock purchase plans
will be reduced proportionately based on the Split Ratio. VYNE Common Stock issued pursuant to the Reverse Stock Split will remain fully
paid and nonassessable. The Reverse Stock Split will not affect VYNE continuing to be subject to the periodic reporting requirements of
the Exchange Act.
Following the Reverse Stock Split Effective Time
and consummation of the Merger, the combined company’s common stock is expected to commence trading on a split-adjusted, post-Merger
basis on Nasdaq under the name “Yarrow Bioscience, Inc.” and ticker symbol “YARW” at the open of trading
on July 27, 2026, at which time the common stock will be represented by a new CUSIP Number (92941V407) and ISIN Number (US92941V4077).
Following the Reverse Stock Split and the
closing of the Merger, the combined company’s total issued and outstanding common stock is expected to be approximately 2.7
million shares, or approximately 33.6 million shares on a fully-diluted basis, or approximately 28.6 million shares excluding shares
underlying equity plans and awards.
Filed exhibits (1)
EX-99.1 (by filename) tm2620874d1_ex99-1.htmEX-99.1
2
tm2620874d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
VYNE Therapeutics Announces 1-for-50 Reverse
Stock Split and Provides Update Regarding Special Dividend in Connection with the Proposed Merger with Yarrow Bioscience
Aggregate cash dividend of $17.3 million, or approximately $0.40242
per share
NEW YORK, N.Y., July 21, 2026-- VYNE Therapeutics Inc. (Nasdaq: VYNE)
(“VYNE” or the “Company”) today announced that its Board of Directors has approved a reverse stock split of VYNE’s
common stock at a ratio of 1-for-50 in connection with the anticipated closing of the proposed merger (the “Merger”) with
Yarrow Bioscience, Inc. (“Yarrow”). The reverse stock split was previously approved by VYNE’s stockholders at VYNE’s
special meeting in lieu of the annual meeting of stockholders held on July 16, 2026 (the “Special Meeting”). Following the
Merger, the combined company’s common stock is expected to begin trading on a post-reverse stock split basis on The Nasdaq Capital
Market (“Nasdaq”) on July 27, 2026, under the new name “Yarrow Bioscience, Inc.”, ticker symbol “YARW”,
CUSIP Number 92941V407 and ISIN Number US92941V4077.
The reverse stock split is expected to reduce the numb…
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