VYNE Therapeutics to merge with Yarrow Bioscience; Yarrow stockholders to own ~97% of combined company

VYNE Therapeutics Inc.

Pro forma ownership: pre-Merger Yarrow stockholders ~97%, VYNE stockholders ~3%.
Pre-Closing Dividend of ~$14.5M to $16.5M to VYNE stockholders prior to close.
Two concurrent financings: Yarrow Series A preferred ~$100M and Pre-Closing PIPE ~$100M.
Expected close Q2 2026; post-close board and officers designated by Yarrow.

item 1.01 item 3.02 item 5.01 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

VYNE Therapeutics Inc. entered into Agreement and Plan of Merger and Reorganization with Yarrow Bioscience, Inc., a Delaware corporation, and Yellow Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company (effective 2025-12-17).

Action: entry
Agreement: merger
Counterparty: Yarrow Bioscience, Inc., a Delaware corporation, and Yellow Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company
Effective: 2025-12-17

Exact text from the filing

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”)

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VYNE Therapeutics Inc. filing history →

Source: SEC EDGAR

accession 0001104659-25-121828

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