VYNE Therapeutics Inc. 8-K

What Happened

• VYNE Therapeutics (VYNE) filed an 8-K on July 21, 2026 disclosing that its stockholders approved a charter amendment authorizing a reverse stock split in a ratio of 1-for-10 to 1-for-70, and the board (with Yarrow’s agreement) set a final split ratio of 1-for-50. The stockholder vote occurred at a special meeting on July 16, 2026. VYNE will file a certificate of amendment with Delaware to effect the Reverse Stock Split prior to closing the merger with Yarrow Bioscience. The companies expect the combined company to begin trading on Nasdaq as “Yarrow Bioscience, Inc.” under ticker YARW on July 27, 2026.

Key Details

• Reverse split ratio: 1-for-50 (approved by the board and Yarrow).
• Outstanding shares before split: 33,385,055; expected after split: ~0.7 million outstanding.
• Stock authorization: shareholders also approved increasing authorized common shares from 150,000,000 to 300,000,000 in connection with the merger.
• Fractional shares: no fractional post-split shares will be issued; holders entitled to fractional shares will receive a cash payment (without interest) based on Nasdaq closing price on the last trading day before the split becomes effective. Options, exercise prices, and plan share reservations will be adjusted proportionately.

Why It Matters

• The reverse split consolidates VYNE’s outstanding shares ahead of the merger with Yarrow and reduces the reported share count (from ~33.4M to ~0.7M). This is a structural change that affects share count, option amounts and per-share exercise prices, and how the combined company’s stock will be presented on Nasdaq after the merger. Investors should note the timing (certificate filing prior to merger close) and the cash-in-lieu treatment of fractional shares, and expect the combined company to trade as YARW on or after July 27, 2026.