VYNE amends merger with Yarrow to allow pre-funded warrants and beneficial ownership cap

VYNE Therapeutics Inc.

Amendment allows pre-funded warrants for Yarrow stockholders exceeding 9.99% beneficial ownership limit.
Parent Pre-Closing Dividend will also be paid to holders of VYNE warrants, per their terms.
Beneficial ownership limitation per holder set at 0%-19.99%, default 9.99%.
Amendment signed Jan 30, 2026; merger originally announced Dec 17, 2025.

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. amended Amendment to Agreement and Plan of Merger and Reorganization with Yarrow Merger Sub Corp. and Yarrow Bioscience, Inc. (effective 2026-01-30).

Action: amendment
Agreement: merger
Counterparty: Yarrow Merger Sub Corp. and Yarrow Bioscience, Inc.
Effective: 2026-01-30

Exact text from the filing

On January 30, 2026, VYNE Therapeutics Inc., a Delaware corporation (“VYNE”), Yarrow Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of VYNE (“Merger Sub”), and Yarrow Bioscience, Inc., a Delaware corporation (“Yarrow”), entered into an amendment (the “Amendment”) to that certain Agreement and Plan of Merger and Reorganization, dated December 17, 2025 (as amended, the “Merger Agreement”), by and among VYNE, Merger Sub and Yarrow.

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Source: SEC EDGAR

accession 0001104659-26-008642

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