VYNE VYNE Therapeutics Inc

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.