VYNE Therapeutics (VYNE) - 2025 Q4 - Annual Report

Company Overview - VYNE Therapeutics is focused on developing therapies for inflammatory and immune-mediated conditions with high unmet needs [362]. - The company has exclusive worldwide rights to develop and commercialize small molecule BET inhibitors, including pan-BD and BD2-selective inhibitors [363]. Clinical Trials and Development - VYN202, a BD2-selective BET inhibitor, has shown positive data from a Phase 1a trial and a Phase 1b trial was initiated in February 2025, but was placed on clinical hold by the FDA due to safety concerns [364]. - The Phase 1b trial for repibresib gel (VYN201) in nonsegmental vitiligo did not meet its primary endpoint, leading to the trial's termination in July 2025 [365]. - VYNE has entered into multiple agreements with Tay Therapeutics for the development of BET inhibitors, including milestone payments of up to $15.75 million for clinical development [378]. - The VYN202 License Agreement grants VYNE exclusive rights to develop and commercialize certain BET inhibitor compounds, with a focus on regulatory and marketing activities [380]. Financial Performance - Royalty revenues for the years ended December 31, 2025 and 2024 were $0.6 million and $0.5 million, respectively, representing a 13.8% increase [391]. - Total research and development expenses for the years ended December 31, 2025 and 2024 were $19.2 million and $30.9 million, respectively, reflecting a decrease of $11.7 million or 37.8% [393]. - General and administrative expenses for the years ended December 31, 2025 and 2024 were $11.1 million and $13.2 million, respectively, showing a decrease of approximately $2.1 million or 16.0% [394]. - The company incurred a net loss of $26.5 million for the year ended December 31, 2025, compared to a net loss of $39.8 million for the year ended December 31, 2024, indicating a reduction of $13.3 million or 33.5% [391]. - Other income, net for the years ended December 31, 2025 and 2024 was $3.0 million and $3.8 million, respectively, primarily due to decreased interest income [395]. - The company reported a net loss of $26.5 million for 2025, adjusted for non-cash share-based compensation of $2.3 million [409]. Cash and Capital Management - As of December 31, 2025, the company had cash, cash equivalents, and marketable securities of $29.0 million and an accumulated deficit of $757.7 million [398]. - The company expects to continue incurring net operating losses until it generates adequate revenues to reach profitability, with federal and state net operating loss carryforwards of $332.1 million and $94.2 million, respectively [388]. - The company may require substantial additional capital to continue the development of VYN202 and other product candidates if the Merger is not completed [402]. - The company has no outstanding debt as of December 31, 2025 [398]. - Net cash used in operating activities for the year ended December 31, 2025, was $33.1 million, a slight improvement from $34.0 million in 2024 [409][410]. - Net cash provided by investing activities increased to $37.4 million in 2025 from $23.4 million in 2024, driven by proceeds from marketable securities [411][412]. - The company’s funding sources in 2025 included $68.3 million from the sale and maturity of marketable securities [414]. - The company is currently assessing its future funding needs, which may require seeking additional capital sooner than planned [405]. Merger and Strategic Initiatives - A strategic review initiated in August 2025 resulted in a merger agreement with Yarrow Biosciences, expected to close in Q2 2026, making Yarrow's business the primary focus of VYNE [366][367]. - Yarrow raised $100 million through a Series A Preferred Stock Financing at $4.94 per share, which will support the merger [368]. - A special cash dividend of approximately $14.5 million to $16.5 million is expected to be declared prior to the merger closing [373]. - The company entered into a Merger Agreement on December 17, 2025, which is subject to approval by stockholders and other customary closing conditions [397]. Operational Considerations - The company is subject to macroeconomic risks, including inflation and market volatility, which may impact its financial condition and operations [374]. - The company has no operating lease obligations as of December 31, 2025, following a transition to a fully remote model [415]. - The company has no off-balance sheet arrangements as of December 31, 2025 [417]. - The company had a decrease in trade payables and accrued expenses totaling $12.3 million, primarily due to the wind down of clinical trials [409]. - Cash flows from financing activities remained stable, with net cash used of $0.1 million in both 2025 and 2024 [413]. - Research and development expenses are estimated based on known facts and circumstances, with no material adjustments to prior estimates reported [420].

VYNE Therapeutics (VYNE) - 2025 Q4 - Annual Report - Reportify