Form 8-K - Current report

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) December 29, 2023

VYNE Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38356

45-3757789

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

685 Route 202/206 N., Suite 301

Bridgewater, New Jersey 08807

(Address of principal executive offices, including Zip Code)

(800) 775-7936

(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.0001 par value

VYNE

The Nasdaq Stock Market LLC

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 ¨

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

As previously disclosed, in connection with VYNE Therapeutics Inc.’s (the “Company”) private placement financing on November 1, 2023, the Company agreed to appoint one designee of Access Industries, Inc. (“Access Bio”) to the Board of Directors (the “Board”) of the Company. On December 29, 2023, the Board appointed Dr. Christine Borowski to serve as a Class II director of the Company, effective as of January 1, 2024, for a term continuing to the Company’s 2026 annual meeting of stockholders and until her successor is appointed. The Board has determined that Dr. Borowski satisfies the definition of an “independent director” under the Nasdaq Stock Market listing standards and applicable U.S. Securities and Exchange Commission (“SEC”) rules.

Dr. Borowski, age 46, has served as Vice President at Access Bio since January 2022, and previously served as Senior Associate beginning in July 2019. Prior to that, Dr. Borowski worked on therapeutics company creation at Apple Tree Partners from 2017 to May 2019. Before joining Apple Tree Partners, Dr. Borowski worked as an editor at several high-impact scientific journals, most recently as Chief Editor of Nature Medicine from 2014 to 2017. She earned a B.S. in Biology at the University of Kentucky, a Ph.D. in Immunology at Harvard University, and completed her postdoctoral work on natural killer T cell development at the University of Chicago.

In connection with her appointment, pursuant to the Company’s non-employee director compensation policy, Dr. Borowski was granted an option to purchase 40,000 shares of the Company’s common stock with an exercise price equal to $2.33 per share. This option award will vest annually over three years on the anniversary of the date of grant, subject to her continued service to the Company through each vesting date. In addition, following each annual meeting of stockholders of the Company, Dr. Borowski will receive an option award to purchase an amount of shares equal to 0.046% of the total shares then outstanding (inclusive of pre-funded warrants), subject to her continued service to the Company through each grant date, consistent with other non-employee directors of the Company. In addition, Dr. Borowski will receive the standard annual cash retainer of $40,000, payable quarterly. Dr. Borowski has also entered into the Company’s standard form of indemnification agreement.

There are no related party transactions between Dr. Borowski and the Company that would require disclosure under Item 404(a) of Regulation S-K. There is no family relationship between Dr. Borowski and any of the Company’s other directors or executive officers.

Item 7.01 Regulation FD Disclosure.

On January 3, 2024, the Company issued a press release announcing Dr. Borowski’s appointment to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 and Exhibit 99.1 hereto is being 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 liability of that section, nor shall they be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Description
99.1		Press Release dated January 3, 2024.
104		Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VYNE THERAPEUTICS INC.

Date: January 3, 2024	By:	/s/ Mutya Harsch
		Mutya Harsch
		Chief Legal Officer and General Counsel

Exhibit 99.1

VYNE Therapeutics Appoints Christine Borowski, Ph.D., to its Board of Directors

BRIDGEWATER, N.J., January 3, 2024 -- VYNE Therapeutics Inc. (Nasdaq: VYNE) (“VYNE” or the “Company”), a clinical-stage biopharmaceutical company developing proprietary, innovative and differentiated therapies for the treatment of immuno-inflammatory conditions, today announced the appointment of Christine Borowski, Ph.D., to its board of directors, effective as of January 1, 2024.

“We are pleased to welcome Dr. Borowski to our Board of Directors during this important time in the Company’s growth,” said David Domzalski, President and CEO of VYNE. “With her expertise in immunology and extensive experience in the biopharmaceutical industry, Dr. Borowski will provide valuable perspectives as we seek to execute on our strategic objectives of developing novel immuno-inflammatory therapies through our InhiBET™ platform.”

Dr. Borowski has served as Vice President at Access Biotechnology, a leading healthcare investor, since January 2022, and previously served as Senior Associate beginning in July 2019. Prior to that, Dr. Borowski worked on therapeutics company creation at Apple Tree Partners. Before joining Apple Tree Partners, Dr. Borowski worked as an editor at several high-impact scientific journals, most recently as Chief Editor of Nature Medicine. She earned a B.S. in Biology at the University of Kentucky, a Ph.D. in Immunology at Harvard University, and completed her postdoctoral work on natural killer T cell development at the University of Chicago.

Dr. Borowski added, “This is such an exciting time for VYNE. I look forward to working with the team as they develop their pipeline of unique BET inhibitors as a promising new drug class for treating serious inflammatory disorders.”

About VYNE Therapeutics Inc.

VYNE’s mission is to improve the lives of patients by developing proprietary, innovative and differentiated therapies for the treatment of immuno-inflammatory conditions. The Company’s unique and proprietary bromodomain & extra-terminal (BET) domain inhibitors, which comprise its InhiBET™ platform, include a locally administered pan-BD BET inhibitor (VYN201) and an orally available BD2-selective BET inhibitor (VYN202) that were licensed from Tay Therapeutics Limited.

Cautionary Statement Regarding Forward-Looking Statements

This release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the future expectations, plans and prospects of VYNE, the execution of its strategic objectives and contributions of Dr. Borowski. All statements in this press release which are not historical facts are forward-looking statements. Any forward-looking statements are based on VYNE’s current knowledge and its present beliefs and expectations regarding possible future events and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those set forth or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: VYNE’s ability to successfully develop its product candidates; the timing of commencement of future preclinical studies and clinical trials; VYNE’s ability to complete and receive favorable results in, clinical trials for its product candidates; and VYNE’s future financial performance and liquidity. For a discussion of other risks and uncertainties, and other important factors, any of which could cause VYNE’s actual results to differ from those contained in the forward-looking statements, see the section titled “Risk Factors” in VYNE’s Annual Report on Form 10-K for the year ended December 31, 2022, VYNE’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and VYNE’s other filings from time to time with the U.S. Securities and Exchange Commission. Although VYNE believes these forward-looking statements are reasonable, they speak only as of the date of this announcement and VYNE undertakes no obligation to update publicly such forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. Given these risks and uncertainties, you should not rely upon forward-looking statements as predictions of future events.

Investor Relations:

John Fraunces

LifeSci Advisors, LLC

917-355-2395

jfraunces@lifesciadvisors.com

Tyler Zeronda
VYNE Therapeutics Inc.
908-458-9106
Tyler.Zeronda@vynetx.com

Cover	Dec. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2023
Entity File Number	001-38356
Entity Registrant Name	VYNE Therapeutics Inc.
Entity Central Index Key	0001566044
Entity Tax Identification Number	45-3757789
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	685 Route 202/206 N.
Entity Address, Address Line Two	Suite 301
Entity Address, City or Town	Bridgewater,
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08807
City Area Code	800
Local Phone Number	775-7936
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	VYNE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false