Form 8-K

8-K — VYNE Therapeutics Inc.

Accession: 0001104659-26-082433

Filed: 2026-07-10

Period: 2026-07-10

CIK: 0001566044

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2620182d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2620182d1_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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0001566044

2026-07-10

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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):

July 10, 2026

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.)

P.O. Box 125, Stewartsville, NJ

08886

(Address of Principal Executive Offices)

(Zip Code)

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 Act:

Title

of each class

Trading

symbol(s)

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 7.01

Regulation FD Disclosure.

On July 10, 2026, VYNE Therapeutics Inc., a Delaware corporation (the

“Company”), issued a press release titled “VYNE Therapeutics Declares Special Cash Dividend in Connection with the

Proposed Merger with Yarrow Bioscience.” A copy of the press release is being furnished as Exhibit 99.1 to this Current Report

on Form 8-K.

The information under Item 7.01 of this Current Report on Form 8-K

(including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall

it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly

set forth by specific reference in such filing.

Item 8.01

Other Events.

As previously disclosed, on December 17, 2025, the Company entered

into an Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”) with Yarrow Bioscience, Inc.,

a Delaware corporation (“Yarrow”), and Yellow Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the

Company (“Merger Sub”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions

set forth in the Merger Agreement, Merger Sub will merge with and into Yarrow, with Yarrow continuing as a wholly owned subsidiary of

the Company and the surviving corporation of the merger (the “Merger”).

On July 10, 2026, the Company’s board of directors declared

a special cash dividend to its stockholders in connection with the Merger (the “Cash Dividend”). The Cash Dividend, which

VYNE estimates to be an aggregate of $16.5 million, or an estimated $0.38 per share, will be payable in cash to the stockholders and

warrant holders of record as of July 22, 2026. The estimated cash dividend is based on VYNE’s good faith calculation of the amount

by which VYNE’s net cash, as determined pursuant to the terms of the Merger Agreement prior to the closing of the Merger, will

exceed $0. The estimated per share dividend is based on 42,989,506 shares of common stock and common stock equivalents outstanding as

of July 9, 2026. The total actual distribution of the amount of the Cash Dividend is scheduled to be paid to VYNE’s transfer agent,

in accordance with the Merger Agreement, on July 23, 2026 (the “Dividend Payment Date”), and may be higher or lower than

the estimated amount. The transfer agent will distribute the Cash Dividend to stockholders and warrant holders within a few days following

the Dividend Payment Date.

Payment of the Cash Dividend is conditioned upon the closing of the

Merger. Closing is expected to occur on or about July 24, 2026, assuming that the transaction is approved by the Company’s stockholders

and the satisfaction or waiver of all conditions under the Merger Agreement. The Company’s stockholders will consider and vote

upon approval of the Merger at the special meeting of the Company’s stockholders scheduled for 10:00 a.m. Eastern Time on July

16, 2026.

Forward-Looking Statements

This Current Report on Form 8-K and the exhibits filed or furnished

herewith contain forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities

Act) concerning the Company, Yarrow, the proposed transactions and other matters. These forward-looking statements include express or

implied statements relating to the structure, timing and completion of the proposed Merger; the expected distribution and payment of

the Cash Dividend, including the timing thereof; and other statements that are not historical fact. The words “anticipate,”

“believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,”

“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”

“project,” “should,” “will,” “would” and similar expressions (including the negatives

of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement

is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments

and their potential effects. There can be no assurance that future developments affecting the Company, Yarrow or the proposed transaction

will be those that have been anticipated.

The forward-looking statements contained in this communication are

based on current expectations and beliefs concerning future developments and their potential effects and therefore subject to other risks

and uncertainties. These risks and uncertainties include, but are not limited to, risks associated with the possible failure to satisfy

the conditions to the closing or consummation of the Merger, including the Company’s failure to obtain stockholder approval for

the Merger; risks associated with the uncertainty as to the timing of the consummation of the Merger and the ability of each of the Company

and Yarrow to consummate the transactions contemplated by the Merger; the occurrence of any event, change or other circumstance or condition

that could give rise to the termination of the Merger prior to the closing or consummation of the Merger; risks associated with the possible

failure to realize certain anticipated benefits of the Merger, including with respect to future financial and operating results; the

effect of the completion of the Merger on the combined company’s business relationships, operating results and business generally;

risks associated with the combined company’s ability to manage expenses and unanticipated spending and costs that could reduce

the combined company’s cash resources; risks related to the combined company’s ability to correctly estimate its operating

expenses and other events; changes in capital resource requirements; risks related to the inability of the combined company to obtain

sufficient additional capital to continue to advance its product candidates or its preclinical programs; the outcome of any legal proceedings

that may be instituted against the combined company or any of its directors or officers related to the Merger Agreement or the transactions

contemplated thereby; the ability of the combined company to obtain, maintain and protect its intellectual property rights, in particular

those related to its product candidates; the combined company’s ability to advance the development of its product candidates or

preclinical activities under the timelines it anticipates in planned and future clinical trials; the combined company’s ability

to replicate in later clinical trials positive results found in preclinical studies and early-stage clinical trials of its product candidates;

the combined company’s ability to realize the anticipated benefits of its research and development programs, strategic partnerships,

licensing programs or other collaborations; regulatory requirements or developments and the combined company’s ability to obtain

necessary approvals from the U.S. Food and Drug Administration or other regulatory authorities; changes to clinical trial designs and

regulatory pathways; competitive responses to the Merger and changes in expected or existing competition; unexpected costs, charges or

expenses resulting from the Merger; potential adverse reactions or changes to business relationships resulting from the completion of

the Merger; legislative, regulatory, political and economic developments; changes in the net cash of the Company and the per share dividend

amount, each as determined in accordance with the terms of the Merger Agreement, relative to the currently estimated amounts; and those

risks and uncertainties and other factors more fully described in filings with the Securities and Exchange Commission, including reports

filed on Form 10-K, 10-Q and 8-K and in other filings made by the Company with the SEC from time to time and available at www.sec.gov.

These forward-looking statements are based on current expectations, and with regard to the proposed transaction, are based on the Company’s

current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits

thereof, its business and industry, management’s beliefs and certain assumptions made by the Company, all of which are subject

to change. Such forward-looking statements are made as of the date of this communication, and the parties undertake no obligation to

update such statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable

law.

No Offer or Solicitation

This Current Report on Form 8-K and the exhibit furnished herewith

are not intended to and do not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect

of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase

or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer

of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus

meeting the requirements of the Securities Act or an exemption therefrom. Subject to certain exceptions to be approved by the relevant

regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction

where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality

(including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility

of a national securities exchange, of any such jurisdiction.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE

“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS CURRENT REPORT

ON FORM 8-K AND THE EXHIBIT FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.

Important Additional Information About the Proposed Transaction

Has Been Filed with the SEC

This Current Report on Form 8-K does not substitute for the S-4 (as

defined below), proxy statement/prospectus or for any other document that VYNE has filed or may file with the SEC in connection with

the proposed transaction. In connection with the proposed transaction between VYNE and Yarrow, VYNE has filed relevant materials with

the SEC, including a registration statement on Form S-4 (File No.: 333-294804) that contains a proxy statement/prospectus (the “S-4”).

VYNE URGES INVESTORS AND STOCKHOLDERS TO READ THE S-4, INCLUDING THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN, AND ANY OTHER RELEVANT

DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY

BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT VYNE, YARROW, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders

will be able to obtain free copies of the S-4 and other documents filed by VYNE with the SEC through the website maintained by the SEC

at www.sec.gov. In addition, investors and stockholders should note that VYNE communicates with investors and the public using

its website (www.vynetherapeutics.com) and the investor media website (https://vynetherapeutics.com/investors-media) where

anyone will be able to obtain free copies of the S-4 and included proxy statement/prospectus and other documents filed by VYNE with the

SEC and stockholders are urged to read the S-4 and included proxy statement/prospectus and the other relevant materials before making

any voting or investment decision with respect to the proposed transaction.

Participants in the Solicitation

VYNE, Yarrow and their respective directors and executive officers

may be deemed to be participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Information

about VYNE’s directors and executive officers, including a description of their interests in VYNE, is included in the S-4 and VYNE’s

Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on February 27, 2026. These documents are

available free of charge at the SEC's website at www.sec.gov.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press Release issued by VYNE Therapeutics Inc. on July 10, 2026, furnished herewith.

104

Cover Page Interactive Data File (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: July 10, 2026

By:

/s/

Mutya Harsch

Chief Legal Officer and General Counsel

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2620182d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

VYNE Therapeutics Declares Special Cash Dividend

in Connection with the

Proposed Merger with Yarrow Bioscience

Aggregate cash dividend of an estimated $16.5

million, or an estimated $0.38 per share

NEW YORK, July 10, 2026 – VYNE Therapeutics Inc. (Nasdaq:

VYNE) (“VYNE” or the “Company”) today announced that its Board of Directors has declared a special cash dividend

(the “Cash Dividend”) in connection with the previously announced merger (the “Merger”) with Yarrow Bioscience,

Inc. (“Yarrow”) pursuant to the Agreement and Plan of Merger and Reorganization, dated December 17, 2025 (as amended, the

“Merger Agreement”). The Cash Dividend, which VYNE estimates will be an aggregate of $16.5 million, or an estimated $0.38

per share, will be payable in cash to the stockholders and warrant holders of record as of July 22, 2026. The estimated cash dividend

is based on VYNE’s good faith calculation of the amount by which VYNE’s net cash, as determined pursuant to the terms of

the Merger Agreement prior to the closing of the Merger, will exceed $0. The estimated per share dividend is based on 42,989,506 shares

of common stock and common stock equivalents outstanding as of July 9, 2026. The total actual distribution of the amount of the Cash

Dividend is scheduled to be paid to VYNE’s transfer agent, in accordance with the Merger Agreement, on July 23, 2026 (the “Dividend

Payment Date”), and may be higher or lower than the estimated amount. The transfer agent will distribute the Cash Dividend to stockholders

and warrant holders within a few days following the Dividend Payment Date.

Payment of the Cash Dividend is conditioned upon the closing of the

Merger. Closing is expected to occur on or about July 24, 2026, assuming that the transaction is approved by the Company’s stockholders

and the satisfaction or waiver of all conditions under the Merger Agreement. The Company’s stockholders will consider and vote

upon approval of the Merger at the special meeting of the Company’s stockholders scheduled for 10:00 a.m. Eastern Time on July

16, 2026.

If you need assistance in voting your shares or have questions regarding

the special meeting of VYNE’s stockholders, please contact VYNE’s proxy solicitor, D.F. King & Co., Inc. at (800) 967-5074

(toll-free) or (646) 787-3500.

About Yarrow Bioscience, Inc.

Yarrow is a clinical-stage

biotechnology company focused on developing transformative therapies for autoimmune thyroid diseases. Yarrow is developing YB-101,

a potentially first-in-class anti-thyroid stimulating hormone receptor (TSHR) monoclonal antibody designed to directly and rapidly disrupt

the central mechanism of both Graves’ disease and thyroid eye disease. For more information, please visit www.yarrowbioscience.com.

About VYNE Therapeutics Inc.

VYNE is a clinical-stage biopharmaceutical

company focused on developing differentiated therapies to treat inflammatory and immune-mediated conditions with high unmet need. VYNE’s

unique and proprietary BET inhibitors, which comprise its InhiBET™ platform, are designed to overcome limitations of early generation

BET inhibitors by leveraging alternative routes of administration and enhanced selectivity. For more information, please visit www.vynetherapeutics.com.

Forward-Looking Statements

This communication contains forward-looking statements (including

within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning the Company, Yarrow, the proposed

transactions and other matters. These forward-looking statements include express or implied statements relating to the structure, timing

and completion of the proposed Merger; the expected distribution and payment of the Cash Dividend, including the timing thereof; and

other statements that are not historical fact. The words “anticipate,” “believe,” “contemplate,”

“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,”

“plan,” “possible,” “potential,” “predict,” “project,” “should,”

“will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify

forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking

statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no

assurance that future developments affecting the Company, Yarrow or the proposed transaction will be those that have been anticipated.