Current Report Filing (8-k)
February 12 2021 - 5:40PM
Edgar (US Regulatory)
0001566044
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--12-31
0001566044
2021-02-12
2021-02-12
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iso4217:USD
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2021
VYNE Therapeutics Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-38356
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45-3757789
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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520 U.S. Highway 22, Suite 204
Bridgewater, New Jersey 08807
(Address of principal executive offices,
including Zip Code)
(800) 775-7936
(Registrant’s telephone number,
including area code)
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value
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VYNE
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 3.03. Material Modification to
Rights of Security Holders.
To the extent
required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein
by reference.
Item 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On February
12, 2021, VYNE Therapeutics Inc. (the “Company”) filed a Certificate of Amendment (the “Certificate of Amendment”)
to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with
the Secretary of State of the State of Delaware to effect a 1-for-4 reverse stock split of the outstanding shares of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), and a reduction in the number of authorized shares
of the Common Stock by a corresponding ratio (the “Reverse Stock Split”). The Reverse Stock Split became effective
as of 5:00 p.m. (Eastern time) on February 12, 2021.
As
previously reported, on August 3, 2020, the Company held its annual meeting of stockholders (the “Annual
Meeting”), at which the Company’s stockholders approved an amendment to the Certificate of Incorporation to
effect a reverse stock split of the Common Stock at a reverse stock split ratio ranging from 1-for-2 to 1-for-7, to be
determined by the Board of Directors (the “Board”) at a later date, and a reduction in the number of authorized
shares of the Common Stock by a corresponding ratio. On February 10, 2021, the Board approved the implementation of the
Reverse Stock Split at a ratio of 1-for-4. The primary objective of the Reverse Stock Split is to reduce the number of shares
outstanding to a number more consistent with other companies with similar market capitalizations as the Company, as discussed
in the Company’s last proxy statement.
As a result
of the Reverse Stock Split, every four shares of issued and outstanding Common Stock will be automatically combined into one issued
and outstanding share of Common Stock, without any change in the par value per share. No fractional shares will be issued as a
result of the Reverse Stock Split. In lieu thereof, the Company’s transfer agent will aggregate all fractional shares and
sell them as soon as practicable after the effective time at the then-prevailing prices on the open market. After the transfer
agent’s completion of such sale, stockholders who would have been entitled to a fractional share as a result of the Reverse
Stock Split will instead receive a cash payment from the transfer agent in an amount equal to their respective pro rata share of
the total proceeds of that sale.
Following the Reverse Stock Split, there will be 51.3
million shares of Common Stock issued and outstanding, subject to adjustment for the treatment of fractional shares. The
number of authorized shares of Common Stock under the Certificate of Incorporation will be reduced from 300 million shares to
75 million shares. A proportionate adjustment was also made to the maximum number of shares issuable under the
Company’s 2018 Omnibus Incentive Plan, 2019 Equity Incentive Plan, and the equity awards outstanding thereunder, as
well as the Company’s Employee Share Purchase Plan.
Stockholders
who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will
not be required to take any action.
The Common
Stock will begin trading on a split-adjusted basis on the Nasdaq Global Select Market at the market open on February 16, 2021.
The trading symbol for the Common Stock will remain “VYNE.” The new CUSIP number for the Common Stock following the
Reverse Stock Split is 92941V 209.
The foregoing
description of the Reverse Stock Split does not purport to be complete and is qualified in its entirety by reference to the complete
text of the Certificate of Amendment, a copy of which is filed with this report as Exhibit 3.1 and is incorporated into this report
by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The
following exhibit is filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VYNE
Therapeutics Inc.
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/s/
Mutya Harsch
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By:
Mutya Harsch
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Chief
Legal Officer and General Counsel
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Date: February 12, 2021
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