VYNE VYNE Therapeutics Inc

 

 

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 12, 2024

 

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 No.)

 

685 Route 202/206 N., Suite 301	08807
Bridgewater, New Jersey	(Zip Code)
(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (800) 775-7936

 

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 Securities Exchange Act of 1934:

 

Title of each class		Trading symbol		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 Arrangements of Certain Officers.

 

(e) Compensatory Arrangements of Certain Officers

 

Approval of the 2023 Equity Incentive Plan Amendment

 

On December 12, 2024, at the 2024 annual meeting of stockholders (the “Annual Meeting”) of VYNE Therapeutics Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s 2023 Equity Incentive Plan (the “2023 Plan”) to (i) increase the number of shares available for issuance under the 2023 Plan by 1,520,000 shares, (ii) eliminate “liberal” share recycling with respect to awards of share options and share appreciation rights, and (iii) increase the limit on shares that may be issued pursuant to the exercise of incentive share options under the 2023 Plan by 1,520,000 shares.

 

Upon the recommendation of the Compensation Committee of the Company’s Board of Directors (the “Board”), the Board approved the Amendment on November 6, 2024, subject to stockholder approval. The Amendment became effective immediately upon stockholder approval at the Annual Meeting.

 

For more information about the Amendment, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 12, 2024 (the “Proxy Statement”), the relevant portions of which are incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 10.1 to this report and is incorporated by reference herein.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 12, 2024, the Company held its Annual Meeting. The stockholders considered five proposals, each of which is described in more detail in the Proxy Statement.  Of the 14,751,433 shares outstanding as of the record date, 11,014,460 shares, or 74.7%, were present or represented by proxy at the Annual Meeting.  Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

 

Proposal No. 1:  The election of two nominees to serve as Class III directors to hold office until the 2027 annual meeting of stockholders and until their respective successors are elected. The votes were cast as follows:

 

Name		Votes For		Votes Withheld
David Domzalski		8,473,554		37,335
Patrick LePore		7,636,731		874,158

 

Broker Non-Votes: 2,503,571

 

All nominees were elected.

 

Proposal No. 2:  Ratification of the selection by the audit committee of the board of directors of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:

 

		Votes For		Votes Against		Abstentions
Ratification of appointment of Baker Tilly US, LLP		10,977,445		18,210		18,805

 

Proposal No. 3:  Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The Company’s stockholders approved the compensation of the Company’s named executive officers. The votes were cast as follows:

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Advisory approval of named executive officer compensation		6,694,462		1,801,287		15,140		2,503,571

 

Proposal No. 4: Indication, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. The votes were cast as follows:

 

		One Year		Two Years		Three Years		Abstentions
Advisory indication of preferred frequency of future shareholder advisory votes on named executive officer compensation		8,469,382		9,230		12,807		19,470

 

 

Consistent with the stockholder voting results above and the recommendation of the Board of Directors of the Company as disclosed in the Proxy Statement,

 

 

the Company has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote or until the Board of Directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.

 

Proposal No. 5:  Approval of the Amendment. The Company’s stockholders approved the Amendment. The votes were cast as follows:

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of the Amendment		6,909,705		1,583,506		17,678		2,503,571

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number		Exhibit Description
10.1		First Amendment to the VYNE Therapeutics Inc. 2023 Equity Incentive Plan
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document).

 

 

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.

 

	VYNE THERAPEUTICS INC.
Date: December 12, 2024	/s/ Mutya Harsch
	Mutya Harsch
	Chief Legal Officer and General Counsel

 

 

Exhibit 10.1

 

VYNE THERAPEUTICS INC.

 

FIRST AMENDMENT TO 2023 EQUITY INCENTIVE PLAN

 

This First Amendment (this “Amendment”) to the VYNE Therapeutics Inc. 2023 Equity Incentive Plan (as may be amended from time to time, the “Plan”) is dated as of November 6, 2024 (the “Effective Date”). Any capitalized terms that are used but not defined in this Amendment shall have the meanings given to such terms in the Plan.

 

WHEREAS, the Board of Directors (the “Board”) of VYNE Therapeutics Inc., a Delaware corporation (the “Company”), has adopted, and stockholders of the Company have approved, the Plan;

 

WHEREAS, pursuant to Section 2(b)(vi) of the Plan, the Board has the authority to amend the Plan in any respect the Board deems necessary or advisable, subject to stockholder approval if required by applicable law or listing requirements; and

 

WHEREAS, as of the Effective Date, subject to approval by the Company’s stockholders at the Company’s 2024 Annual Meeting and upon the recommendation of the Compensation Committee of the Board, the Board has determined that it is in the best interest of the Company and its stockholders to approve this Amendment to the Plan in order to (i) increase the number of shares of the Company’s common stock (“Shares”) reserved for issuance thereunder by 1,520,000 Shares, (ii) increase the limit on Shares that may be issued under the Plan pursuant to the exercise of incentive share options to 3,619,856 Shares, and (iii) provide that certain Shares with respect to awards of share options or share appreciation rights granted under the Plan or a Prior Plan (as defined in the Plan) will not become available for reissuance under the Plan.

 

NOW, THEREFORE, as of the Effective Date, subject to approval by the Company’s stockholders at the 2024 Annual Meeting, the Plan shall be amended as follows:

 

1.             Section 3(a) of the Plan shall be deleted in its entirety and the following substituted in lieu thereof:

 

“Share Reserve. Subject to Sections 1(a)(ii), 3(b) and 9(a), a total of 1,651,907 Shares, which number is the sum of (i) 1,520,000 new Shares, plus (ii) 131,907, the number of Shares available for grant under the 2023 Plan as of November 6, 2024, less one (1) Share for every one (1) Share granted under the 2023 Plan after November 6, 2024 and prior to December 12, 2024, shall be authorized for Awards granted under the Plan (the “Share Reserve”). The issuance of Substitute Awards will not reduce the number of Shares available for issuance under the Plan.”

 

2.             Section 3(b) of the Plan shall be deleted in its entirety and the following substituted in lieu thereof:

 

“(b)         Reversion of Shares to the Share Reserve.

 

(i)             Shares Available for Subsequent Issuance. In addition to the provisions with respect to Returning Shares in Section 1(a)(ii), the following Shares will become available again for issuance under the Plan: (A) any Shares subject to a Share Award that are not issued because such Share Award or any portion thereof expires or otherwise terminates without all of the shares covered by such Share Award having been issued; (B) any Shares issued pursuant to a Share Award that are forfeited back to or repurchased by the Company because of the failure to meet a contingency or condition required for the vesting of such Shares; and (C) any Shares that are reacquired or withheld (or not issued) by or otherwise tendered or remitted to the Company to satisfy a tax withholding obligation in connection with a Full Value Award granted under the Plan or under the Prior Plans. For purposes of this Section 3(b), “Full Value Award” means any award granted under a Prior Plan or an Award, in each case, that is not an Appreciation Award (as defined below).

 

 

(ii)            Shares Not Available for Subsequent Issuance. The following Shares will not become available again for issuance under the Plan: (A) any Shares that are reacquired or withheld (or not issued) by the Company to satisfy the exercise or strike price of any Appreciation Award granted under the Plan or the Prior Plans (including any Shares subject to such award that are not delivered because such award is exercised through a reduction of Shares subject to such award (i.e., “net exercised”)); (B) any Shares that are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with any Appreciation Award granted under the Plan or the Prior Plans; (C) any shares repurchased by the Company on the open market with the proceeds of the exercise or strike price of any Appreciation Award granted under the Plan or the Prior Plans; and (D) the gross number of Shares subject to a Share Appreciation Right granted under the Plan or a share appreciation right granted under a Prior Plan, in either case, that is exercised and settled in Shares. For purposes of this Section 3(b), “Appreciation Award” means a share option or share appreciation right granted under a Prior Plan or an Option or Share Appreciation Right.”

 

3.             Section 3(c) of the Plan shall be deleted in its entirety and the following substituted in lieu thereof:

 

“Incentive Share Option Limit. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of Shares that may be issued pursuant to the exercise of Incentive Share Options will be equal to 3,619,586.”

 

4.             Except as amended herein, the terms and provisions of the Plan shall remain unchanged and in full force and effect.

 

[Signature Page Follows]

 

 

IN WITNESS WHEREOF, the undersigned officer certifies that the foregoing First Amendment of the VYNE Therapeutics Inc. 2023 Equity Incentive Plan was duly adopted by the Board of Directors of the Company.

 

	VYNE THERAPEUTICS INC.
	By:	/s/ David Domzalski
	David Domzalski, President and Chief Executive Officer

 

 

v3.24.3

Cover	Dec. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 12, 2024
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

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