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): ~~January~~March 3011, 2026

VYNE Therapeutics Inc.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Delaware	001-38356	45-3757789
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

P.O. Box 125, Stewartsville, NJ ~~(Address of Principal Executive Offices)~~ 08886 ~~(Zip Code)~~

~~Registrant’s~~(Address ~~telephone~~of ~~number~~principal executive offices, including ~~area~~Zip ~~code: (800~~Code) ~~775-7936~~

(800) 775-7936

(Registrant’s telephone number, including area code)

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:

x¨ 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 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~Amendment~~As previously disclosed in a Current Report on Form 8-K filed by VYNE Therapeutics Inc. (the “Company”) on September 12, 2025, the Company received a notification from The Nasdaq Stock Market, LLC (“Nasdaq”) that the Company is not in compliance with the requirement to ~~Merger~~maintain ~~Agreement~~a minimum closing bid price of $1.00 per share, as set forth in Nasdaq Listing Rule 5550(a)(2), because the closing bid price of the Company’s common stock (the “Common Stock”) was below $1.00 per share for 30 consecutive business days. The Company initially had 180 calendar days, or until March 10, 2026, to regain compliance with the minimum bid price requirement. The Company was unable to regain compliance with the minimum bid price requirement by March 10, 2026.

On ~~January~~ 30March 11, 2026, ~~VYNE~~the ~~Therapeutics~~Company ~~Inc.,~~received a ~~Delaware~~letter ~~corporation~~ (the “~~VYNE~~Extension Notice”), ~~Yarrow~~from ~~Merger~~Nasdaq ~~Sub~~notifying ~~Corp.,~~the aCompany ~~Delaware~~that ~~corporation and~~its arequest ~~wholly-owned~~for ~~subsidiary~~an ofextension ~~VYNE~~to ~~(“Merger~~regain ~~Sub”)~~compliance with the minimum bid price requirement has been granted, and ~~Yarrow~~the ~~Bioscience,~~Company ~~Inc.~~has an additional 180 calendar days, aor ~~Delaware~~until ~~corporation~~September ~~(“Yarrow”)~~7, 2026, to regain compliance ~~entered~~with ~~into~~the anminimum ~~amendment~~bid (price requirement. Nasdaq’s determination was based on the ~~“Amendment”)~~Company tomeeting ~~that~~the ~~certain~~continued ~~Agreement~~listing ~~and~~requirement for ~~Plan~~market value of ~~Merger~~publicly held shares and ~~Reorganization,~~all ~~dated~~other ~~December~~applicable requirements for initial listing on the Nasdaq Capital Market with the ~~17,~~exception ~~2025~~of ~~(as~~the ~~amended~~bid price requirement, and the ~~“Merger~~Company’s ~~Agreement”),~~written notice of its intention to cure the deficiency during the second compliance period by ~~and~~effecting ~~among~~a ~~VYNE,~~reverse ~~Merger~~stock ~~Sub~~split, ~~and~~if ~~Yarrow~~necessary. ~~Capitalized~~The ~~terms~~Extension ~~used~~Notice has ~~but~~no ~~not~~immediate ~~otherwise~~effect on the listing or ~~defined~~trading inof ~~this~~the ~~Item~~Company’s ~~1.01~~common ~~shall~~stock ~~have~~on The Nasdaq Capital Market and, at this time, the ~~meanings~~Company’s ~~ascribed~~common stock will continue to ~~such~~trade ~~terms~~on inThe Nasdaq Capital Market under the ~~Merger~~symbol ~~Agreement~~“VYNE.”

~~The Amendment~~If ~~provides~~at ~~that~~any ~~VYNE~~time ~~may~~before ~~provide~~September ~~certain~~7, ~~pre-funded~~2026, ~~warrants (~~the ~~“Pre-Funded~~bid ~~Warrants”),~~price ~~substantially~~of in the ~~form~~Company’s ~~attached~~common tostock ~~the~~closes ~~Amendment~~at asor ~~Exhibit~~above E$1.00 ~~thereto,~~per toshare ~~holders~~for ofa ~~Yarrow~~minimum ~~capital~~of ~~stock~~10 inconsecutive ~~the~~business ~~event~~days, ~~that~~Nasdaq ~~they~~will ~~would~~notify ~~receive,~~the ~~pursuant~~Company tothat ~~the~~it ~~Exchange~~is ~~Ratio,~~in acompliance ~~number~~with ~~of shares of~~ the minimum ~~common~~bid ~~stock,~~price $0requirement.~~0001~~ ~~par value per share~~However, ofif ~~VYNE~~compliance ~~(“VYNE~~with ~~Common~~the minimum ~~Stock”),~~bid ~~that~~price ~~(when~~requirement cannot ~~aggregated~~be ~~with~~demonstrated ~~all Securities then beneficially owned~~ by ~~such~~September ~~Person~~7, ~~and~~2026, ~~its~~Nasdaq ~~affiliates~~will ~~(as~~notify ~~calculated pursuant to Section 13(d) of~~ the ~~Exchange~~ ~~Act~~Company ~~and~~that ~~Rule~~its ~~13d-3~~common ~~promulgated~~stock ~~thereunder))~~will ~~would~~ be indelisted ~~excess~~from ofThe aNasdaq ~~set~~Capital ~~beneficial ownership limitation applicable to such holder~~Market, ~~(such~~at ~~excess~~which ~~shares~~time, the ~~“Remaining~~Company ~~Entitlement”).~~may ~~Specifically,~~appeal ~~the~~Nasdaq’s ~~Pre-Funded~~determination ~~Warrants would allow such holder~~ to ~~purchase~~ a ~~number~~Hearings ~~of shares of VYNE Common Stock upon exercise of such Pre-Funded Warrants equal to the Remaining Entitlement~~Panel.

The ~~Amendment~~ ~~also~~Company ~~clarifies~~intends ~~that the Parent Pre-Closing Dividend may be awarded~~ to ~~holders~~monitor ofthe ~~(a)~~closing ~~the~~bid ~~shares~~price of ~~VYNE~~its Common Stock ~~outstanding~~ and ~~(b)~~may, ~~the~~if ~~shares~~appropriate, ofconsider ~~VYNE~~implementing ~~Common~~available ~~Stock~~options, ~~underlying~~including, ~~certain~~but ~~outstanding~~not ~~warrants~~limited to, ~~purchase~~implementing ~~shares~~a ofreverse ~~VYNE capital~~ stock ~~issued by VYNE~~split ~~(“Parent~~of ~~Warrants”),~~its inoutstanding ~~accordance~~securities ~~with~~during the ~~terms~~second ofcompliance ~~the Parent Warrants~~period, ~~each~~to asregain ofcompliance with the ~~record~~minimum ~~date~~bid ofprice ~~the~~requirement ~~Parent~~under ~~Pre-Closing~~the ~~Dividend~~Nasdaq Listing Rules.

~~The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Amendment, which is filed as Exhibit 10.~~1 ~~to this Current Report on Form 8-K and incorporated herein by reference.~~

NoSIGNATURES ~~Offer or Solicitation~~

~~This~~Pursuant ~~Current~~to ~~Report on Form 8-K and~~ the ~~exhibits~~requirements ~~filed or 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~~Securities ~~transaction~~Exchange orAct ~~(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~~1934, ~~nor~~ ~~shall~~as ~~there be any sale~~amended, ~~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~~registrant ofhas ~~the~~duly ~~Securities~~caused ~~Act~~this orreport ~~an exemption therefrom. Subject~~ to ~~certain exceptions to~~ be ~~approved~~signed byon ~~the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or~~its ~~indirectly,~~behalf ~~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~~ orundersigned byhereunto ~~any~~duly 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 jurisdictionauthorized.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION (“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 EXHIBITS FILED OR FURNISHED HEREWITH ARE TRUTHFUL OR COMPLETE.

	VYNE THERAPEUTICS INC.

Date: March 11, 2026	By:	/s/ Mutya Harsch
		Mutya Harsch
		Chief Legal Officer and General Counsel

~~Important Additional Information About the Proposed Transaction Will be Filed with the SEC~~2

This Current Report on Form 8-K and the exhibits filed or furnished herewith are not substitutes for any other document that VYNE may file with the SEC in connection with the proposed transaction, including the registration statement on Form S-4 (the “Form S-4”) that will contain a proxy statement and prospectus. In connection with the proposed transaction between VYNE, Yarrow and Merger Sub, VYNE intends to file relevant materials with the SEC, including the Form S-4. VYNE URGES INVESTORS AND STOCKHOLDERS TO READ THE REGISTRATION STATEMENT, 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 IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VYNE, YARROW, MERGER SUB, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and stockholders will be able to obtain free copies of the Form S-4 and other documents filed by VYNE with the SEC (when they become available) 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 Form S-4 and included proxy statement/prospectus and other documents filed by VYNE with the SEC and stockholders are urged to read the Form S-4 and included proxy statement/prospectus and the other relevant materials when they become available 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 VYNE’s most recent definitive proxy statement, as filed with the SEC on November 12, 2025. Additional information regarding these persons and their interests in the proposed transaction will be included in the proxy statement/prospectus relating to the proposed transaction when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, dated January 30, 2026, by and among VYNE Therapeutics Inc., Yarrow Bioscience, Inc. and Yellow Merger Sub Corp.
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: January 30, 2026	By:	/s/ Mutya Harsch
		Mutya Harsch Chief Legal Officer and General Counsel

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