VYNE Therapeutics Inc美股招股说明书(2026-06-15版)

To the Stockholders of VYNE Therapeutics Inc. and Yarrow Bioscience, Inc., VYNE Therapeutics Inc., a Delaware corporation (“VYNE”), and Yarrow Bioscience, Inc., a Delaware corporation(“Yarrow”), entered into an Agreement and Plan of Merger and Reorganization, dated as of December 17, 2025, which wasamended on January 30, 2026 (as amended, the “Merger Agreement”), pursuant to which, among other matters, Yellow MergerSub Corp., a direct, wholly owned subsidiary of VYNE (“Merger Sub”), will merge with and into Yarrow, with Yarrow survivingas a wholly owned subsidiary of VYNE and the surviving corporation of the merger (the “Merger”). VYNE following theMerger is referred to herein as the “Combined Company.” At the effective time of the Merger (the “Effective Time”), (i)each then-outstanding share of Yarrow common stock, parvalue $0.0001 per share (the “Yarrow Common Stock”), and Yarrow SeriesA Preferred Stock, par value $0.0001 per share (the“Yarrow Preferred Stock” and, together with the Yarrow Common Stock, the “Yarrow Capital Stock”) (including any shares ofYarrow Common Stock issued in the Yarrow Pre-Closing Financing described below), excluding any shares of Yarrow CapitalStock held as treasury stock immediately prior to the Effective Time and any dissenting shares, will be converted into the rightto receive a number of shares of VYNE common stock, par value $0.0001 per share (the “VYNE Common Stock”) and/orVYNE Pre-Funded Warrants (as defined below) equal to the exchange ratio described in more detail in the section titled “TheMerger Agreement — Exchange Ratio” beginning on page173of the accompanying proxy statement/prospectus, referred toherein as the “Exchange Ratio,”(ii)each then-outstanding option (a “Yarrow Option”) to purchase shares of Yarrow CommonStock will be converted into and become an option to purchase shares of VYNE Common Stock on the existing terms andconditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the MergerAgreement, and (iii)each then-outstanding and unexercised pre-funded warrant to purchase shares of Yarrow Common Stock(each, a “Yarrow Pre-Funded Warrant”) will be converted into a pre-funded warrant to purchase shares of VYNE Common Stockon the existing terms and conditions (each, a “VYNE Pre-Funded Warrant”), subject to adjustment as set forth in the MergerAgreement and the form of pre-funded warrant. If any shares of Yarrow Common Stock are unvested or subject to a repurchaseoption or risk of forfeiture at the Effective Time, then the shares of VYNE Common Stock issued in exchange for such shareswill to the same extent be unvested and subject to the same repurchase option or risk of forfeiture. Each share of VYNE Common Stock that is issued and outstanding at the Effective Time will remain issued andoutstanding and such shares, subject to the proposed reverse stock split, will be unaffected by the Merger. Prior to the EffectiveTime, the VYNE board of directors will accelerate the vesting of all options to purchase shares of VYNE Common Stock(“VYNE Options”) and all restricted stockunits (“VYNE RSUs”). Each outstanding VYNE Option with an exercise price pershare equal to or less than the volume weighted average closing trading price of a share of VYNE Common Stock on TheNasdaq Stock Market LLC (“Nasdaq”) for the fiveconsecutive trading days ending threetrading days prior to the CalculationDate (as defined in the Merger Agreement), as reported by Bloomberg L.P. (the “VYNE Closing Price” and such VYNEOptions, “In-the-Money VYNE Options”), will be cancelled at the Effective Time and such holder thereof will receive anamount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying the excess ofthe VYNE Closing Price over the exercise price per share of the VYNE Common Stock underlying such VYNE Option by thenumber of shares of the VYNE Common Stock underlying such VYNE Option (“VYNE Stock Option Cash Consideration”).Each VYNE Option with an exercise price greater than the VYNE Closing Price (an “Out-of-the-Money VYNE Option”) will becancelled for no consideration. Immediately prior to the Effective Time, each holder of an accelerated VYNE RSU will beentitled to receive a number of shares of VYNE Common Stock equal to the number of vested and unsettled shares underlyingsuch VYNE RSU. Based on VYNE’s and Yarrow’s capitalization as of May22, 2026 and taking into account VYNE’s current cash position,each share of Yarrow Capital Stock is currently estimated to be entitled to receive approximately 35.8441 shares of VYNECommon Stock. This estimated Exchange Ratio does not give effect to the proposed VYNE reverse stock split and is subject toadjustment based on VYNE’s estimated Net Cash (as defined herein) at the Closing as described in more detail in the sectiontitled “The Merger Agreement — Exchange Ratio” beginning on page173of the accompanying proxy statement/prospectus. In