Core Viewpoint - The Ademi Firm is investigating VYNE for potential breaches of fiduciary duty and legal violations related to its transaction with Yarrow Bioscience [1] Transaction Details - In the transaction, pre-Merger VYNE shareholders are expected to own approximately 3% of the combined company, while pre-Merger Yarrow shareholders are expected to own approximately 97% [2] - VYNE insiders are set to receive substantial benefits as part of change of control arrangements [2] Board Conduct Investigation - The transaction agreement imposes significant penalties on VYNE for accepting competing bids, which may limit competing transactions unreasonably [3] - The investigation focuses on whether the VYNE board of directors is fulfilling their fiduciary duties to all shareholders [3]

NEW YORK, Dec. 17, 2025 /PRNewswire/ -- Class Action Attorney Juan Monteverde with Monteverde & Associates PC (the "M&A Class Action Firm"), has recovered millions of dollars for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report. The firm is headquartered at the Empire State Building in New York City and is investigating VYNE Therapeutics Inc. (NASDAQ: VYNE) related to its merger with Yarrow Bioscience, Inc. Upon completion of the proposed transaction, V ...

PresentationIt's now my pleasure to turn the call over to John Fraunces, Director, Corporate Communications for LifeSci Advisors. Please go ahead, John.Good morning, and welcome to the VYNE Therapeutics conference call to discuss the merger of VYNE and Yarrow Bioscience. This call is being recorded for replay at the company's request.John FrauncesLifesci Advisors, LLC Good morning, and thank you for joining us for today's conference call. The link to this webcast is on the Investors page of the VYNE Therape ...

NEW YORK--(BUSINESS WIRE)--Halper Sadeh LLC, an investor rights law firm, is investigating whether the merger of VYNE Therapeutics Inc. (NASDAQ: VYNE) and Yarrow Bioscience, Inc. is fair to VYNE shareholders. Upon completion of the proposed transaction, VYNE shareholders are expected to own approximately 3% of the combined company. Halper Sadeh encourages VYNE shareholders to click here to learn more about their legal rights and options or contact Daniel Sadeh or Zachary Halper at (212) 763-0060 or sadeh@h ...

Summary of VYNE Therapeutics and Yarrow Bioscience Conference Call Company and Industry Overview - **Companies Involved**: VYNE Therapeutics and Yarrow Bioscience - **Industry**: Biotechnology, specifically focusing on thyroid autoimmune diseases Key Points and Arguments 1. **Merger Announcement**: VYNE and Yarrow Bioscience have entered into a merger agreement in an all-stock transaction, with Yarrow focused on developing a TSHR antibody for Graves' disease and thyroid eye disease (TED) [4][8] 2. **Leadership Transition**: Dr. Rebecca Frye, CEO of Yarrow, is expected to become the CEO of the combined company post-merger [4][8] 3. **Strategic Review**: VYNE conducted a comprehensive strategic review to maximize stockholder value, leading to the decision to merge with Yarrow [5][9] 4. **Financial Position**: The combined company is projected to have a cash position sufficient to support operations into 2028, bolstered by $200 million from pre-closing private placements [6][8] 5. **Ownership Structure**: Post-merger, pre-merger VYNE stockholders will own approximately 3% of the combined entity, while Yarrow stockholders will own about 97% [6][8] 6. **Cash Dividend**: VYNE plans to pay a cash dividend of approximately $14.5-$16.5 million to pre-merger stockholders before the merger closes [7][8] Yarrow's Pipeline and Strategy 1. **Lead Asset**: Yarrow's lead asset, YB101, is a humanized monoclonal antibody targeting TSHR, currently in a phase one clinical trial for TED in China, with data expected in the first half of 2026 [11][12] 2. **Clinical Trials**: Yarrow plans to initiate a combined phase 1B/2B trial of YB101 for Graves' disease in the U.S. and other territories in the first half of 2026 [12] 3. **Market Need**: Graves' disease affects about 1% of the U.S. population, with 30%-50% of these patients developing TED, indicating a significant unmet medical need [12] 4. **Current Treatment Limitations**: Existing treatments for Graves' disease, such as antithyroid drugs, have limitations and associated toxicities, leading to inadequate disease control in many patients [12][13] 5. **Potential Advantages of YB101**: YB101 aims to provide a convenient subcutaneous administration with a favorable risk-benefit profile, potentially becoming the preferred treatment for patients inadequately controlled by first-line therapies [13][15][16] Market Opportunity 1. **Addressable Market**: The combined market for Graves' disease and TED represents a substantial global commercial opportunity, with YB101 positioned as a potentially breakthrough therapy [16] 2. **Investor Support**: The merger is supported by a syndicate of leading healthcare investors, enhancing the financial backing for Yarrow's clinical programs [6][16] Conclusion - The merger between VYNE and Yarrow is positioned as a strategic move to enhance stockholder value and advance innovative therapies for thyroid autoimmune diseases, with a strong focus on YB101 as a key asset in addressing significant unmet medical needs in the market [5][16]

Merger Announcement - VYNE Therapeutics Inc. and Yarrow Bioscience, Inc. have entered into a definitive merger agreement to combine in an all-stock transaction, with the new entity expected to operate as Yarrow Bioscience, Inc. and trade under the ticker symbol "YARW" on Nasdaq [1][10] Financial Support - A syndicate of healthcare investors led by RTW Investments has committed approximately $200 million in pre-closing financings to support Yarrow [2][7] Cash Position and Funding - The combined company's cash balance at closing is projected to fund operations into 2028, including advancing YB-101 into a Phase 1b/2b trial for Graves' disease (GD) [3][7] Clinical Development - YB-101, a clinical-stage TSHR antibody, is designed to treat GD and thyroid eye disease (TED) and is expected to enter a Phase 1b/2b trial in the U.S. in the first half of 2026, with Phase 1 data anticipated in the second half of 2027 [3][7][9] Dividend Declaration - Prior to closing, VYNE plans to declare a cash dividend to pre-Merger stockholders, estimated to be between $14.5 million and $16.5 million [4] Leadership and Management - The combined company will be led by Rebecca Frey as CEO, with Lori Payton joining as Chief Development Officer [11] Ownership Structure - Post-merger, pre-Merger VYNE stockholders are expected to own approximately 3% of the combined company, while pre-Merger Yarrow stockholders will own about 97% [9] Regulatory Approval - The merger has received unanimous approval from both companies' boards and is expected to close in the second quarter of 2026, pending stockholder approval and other customary closing conditions [10]

Financial Performance - As of September 30, 2025, the company had an accumulated deficit of $752.8 million and recorded net losses of $21.6 million for the nine months ended September 30, 2025, compared to $27.8 million for the same period in 2024[144]. - The net loss for the three months ended September 30, 2025, was $7.3 million, a decrease of 40.1% from a net loss of $12.2 million in the same period of 2024[164][164]. - The net loss for the nine months ended September 30, 2025, was $21.6 million, a decrease of 22.2% from a net loss of $27.8 million in the same period of 2024[170][170]. - Total revenues for the nine months ended September 30, 2025, were $0.4 million, a slight increase of 5.5% from $0.4 million in the same period of 2024[171][170]. - Other income, net for the three months ended September 30, 2025, was $0.4 million, a decrease of 60.8% compared to $0.9 million for the same period in 2024[168][164]. - Other income, net for the nine months ended September 30, 2025, was $2.8 million, a decrease of 10.4% compared to $3.1 million for the same period in 2024[174][170]. - For the nine months ended September 30, 2025, the company incurred a net loss of $21.6 million and used $29.4 million in cash for operations, compared to a net loss of $27.8 million and $25.0 million used in cash for operations in the same period of 2024[177][186][187]. Research and Development - The company has initiated a Phase 1b trial for VYN202 in adult subjects with moderate-to-severe plaque psoriasis, following positive data from a Phase 1a trial[137]. - The FDA placed a clinical hold on the Phase 1b trial due to observed testicular toxicity in dogs, but lifted the hold for female subjects in June 2025[138]. - In a preliminary analysis of the Phase 1b trial, all subjects treated with VYN202 showed improvement in disease symptoms, while the placebo group did not[139]. - The company announced that the Phase 2b trial for repibresib gel in nonsegmental vitiligo did not meet its primary endpoint, but showed a statistically significant treatment effect in a key secondary endpoint[142]. - The company is currently seeking an external partner to continue the development of repibresib gel, which is covered by patents providing exclusivity until at least 2042 in the U.S.[142]. - The company is determining the best path forward for the VYN202 program, which has shown potential in preclinical studies for various serious immune-mediated diseases[141]. Cost Management and Cash Flow - The company has implemented cost reductions expected to extend its cash runway into the first half of 2027[143]. - Research and development expenses for the three months ended September 30, 2025, were $5.3 million, a decrease of 48.7% compared to $10.2 million for the same period in 2024[158][166]. - General and administrative expenses for the three months ended September 30, 2025, were $2.7 million, down 8.7% from $3.0 million in the same period of 2024[159][167]. - Research and development expenses for the nine months ended September 30, 2025, were $16.3 million, representing a decrease of 23.5% from $21.3 million in the same period of 2024[172][170]. - General and administrative expenses for the nine months ended September 30, 2025, were $8.7 million, a decrease of approximately 13.1% from $10.0 million in the same period of 2024[173][170]. - Cash flows from operating activities for the nine months ended September 30, 2025, were primarily affected by a net loss adjusted for non-cash stock-based compensation of $1.8 million[186]. Capital Needs and Financing - The company does not expect to generate product revenue until regulatory approval and commercialization of its product candidates, necessitating substantial additional capital for ongoing operations[179]. - The company had no outstanding debt as of September 30, 2025, and anticipates needing additional capital through equity or debt financings, collaborations, or licensing arrangements[177][179]. - The amount of funds that can be raised through public offerings is limited to one-third of the aggregate market value of shares held by non-affiliates, restricting capital raising efforts until the public float exceeds $75.0 million[181]. - The company may need to seek additional capital sooner than planned due to changes in its operating plan, which could result in dilution to stockholders[183]. - The company has no ongoing material financial commitments that may affect liquidity over the next five years, aside from obligations under the Tay License Agreements[178]. Strategic Initiatives - A strategic review was initiated in August 2025 to evaluate options for maximizing stockholder value, including potential partnerships, licensing, or acquisition opportunities[143]. - The company has incurred net losses since inception, with business activities primarily focused on product development and raising capital[144].

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Financial Position - As of September 30, 2025, VYNE had cash, cash equivalents, and marketable securities totaling $32.7 million, sufficient to fund operations into the first half of 2027[10] - The total stockholders' equity as of September 30, 2025, was $32.1 million, down from $52.1 million at the end of 2024[21] Revenue Performance - Revenues for the third quarter of 2025 were $0.2 million, compared to $0.1 million for the same period in 2024, primarily from royalty revenue[11] - Total revenues for the three months ended September 30, 2025, were $169 million, an increase from $121 million in the same period of 2024, representing a growth of 39.7%[23] - Royalty revenues for the nine months ended September 30, 2025, reached $440 million, compared to $417 million in 2024, indicating a year-over-year increase of 5.5%[23] Expenses and Losses - Research and development expenses decreased by $5.0 million, or 48.7%, to $5.3 million for the third quarter of 2025, down from $10.2 million in the same quarter of 2024[12] - VYNE's general and administrative expenses for the third quarter of 2025 were $2.7 million, a decrease of approximately $0.3 million, or 8.7%, compared to $3.0 million in the same quarter of 2024[14] - Total operating expenses for the three months ended September 30, 2025, were $7,961 million, down from $13,212 million in the same period of 2024, reflecting a decrease of 39.5%[23] - The operating loss for the three months ended September 30, 2025, was $(7,792) million, an improvement from $(13,091) million in the same period of 2024[23] - Net loss for the three months ended September 30, 2025, was $(7,280) million, compared to $(12,157) million in the same period of 2024, showing a reduction of 40.5%[23] - Loss per share from continuing operations for the three months ended September 30, 2025, was $(0.17), an improvement from $(0.29) in the same period of 2024[23] - Research and development expenses for the nine months ended September 30, 2025, totaled $16,260 million, down from $21,262 million in 2024, a decrease of 23.5%[23] - General and administrative expenses for the nine months ended September 30, 2025, were $8,710 million, compared to $10,022 million in 2024, reflecting a decrease of 13.1%[23] - Other income for the three months ended September 30, 2025, was $366 million, compared to $934 million in the same period of 2024[23] Clinical and Strategic Developments - VYNE is conducting a 12-week non-clinical toxicology study of VYN202 in dogs to address a partial hold on clinical trials for male subjects[3] - The strategic review initiated by VYNE's Board of Directors includes evaluating internal pipeline opportunities and potential strategic partnerships or acquisitions[4] - The Phase 1b trial of VYN202 in moderate-to-severe plaque psoriasis was placed on clinical hold by the FDA due to testicular toxicity observations, but the hold was lifted for female subjects[8] - VYNE is seeking a development and commercialization partner for the repibresib gel program, which is covered by patents providing exclusivity into at least 2042 in the U.S.[13] Share Information - Weighted average shares outstanding for the three months ended September 30, 2025, were 42,801 million, slightly up from 42,587 million in the same period of 2024[23]

Core Insights - VYNE Therapeutics Inc. reported financial results for the quarter ended September 30, 2025, and provided a business update, focusing on its strategic review process to enhance shareholder value [1][2][3] Business Updates - The company initiated a strategic review in August 2025 to explore options for maximizing shareholder value, including evaluating its internal pipeline and potential strategic partnerships, licensing, mergers, or asset sales [3][6] - A repeat 12-week non-clinical toxicology study for VYN202 is ongoing, aimed at lifting the partial hold on testing in male clinical subjects for immuno-inflammatory diseases [2][6] - Cost reductions have been implemented to extend the company's cash runway into the first half of 2027 [3][6] Pipeline Overview - VYN202 is an oral small molecule BD2-selective BET inhibitor, showing promise in treating serious immune-mediated diseases and hematological cancers [5][7] - The FDA had previously placed a clinical hold on the Phase 1b trial of VYN202 due to observed testicular toxicity in dogs, but lifted the hold for female subjects in June 2025 [7] - Preliminary data from the Phase 1b trial in moderate-to-severe plaque psoriasis supports VYN202's potential as a disease-modifying therapy [7] Financial Results - As of September 30, 2025, VYNE had $32.7 million in cash, cash equivalents, and marketable securities, sufficient to fund operations into the first half of 2027 [10] - Revenues for the quarter totaled $0.2 million, an increase from $0.1 million in the same period in 2024, primarily from royalty revenue [11] - Research and development expenses decreased by 48.7% to $5.3 million compared to $10.2 million in Q3 2024, driven by reduced expenses for VYN202 and repibresib [12] - General and administrative expenses were $2.7 million, down 8.7% from $3.0 million in Q3 2024 [13] - The net loss for the quarter was $7.3 million, or $0.17 per share, compared to a net loss of $12.2 million, or $0.29 per share, in the same quarter of 2024 [14]