お知らせ • Jul 28
Yarrow Bioscience, Inc. completed the acquisition of VYNE Therapeutics Inc. (NasdaqCM:VYNE) from AI Biotechnology LLC, Nantahala Capital Management LLC, and other shareholders in a reverse merger transaction.
Yarrow Bioscience, Inc. entered into an Agreement and Plan of Merger and Reorganization to acquire VYNE Therapeutics Inc. (NasdaqCM:VYNE) from AI Biotechnology LLC, Nantahala Capital Management LLC, and other shareholders for approximately $100 million in a reverse merger transaction on December 17, 2025. Upon completion of the Merger, the combined company expects to operate as Yarrow Bioscience, Inc. and trade on Nasdaq under the ticker symbol “YARW”. In case of termination of transaction, Yarrow Bioscience, Inc. will pay a termination fee of $1 million and VYNE Therapeutics Inc. will pay a termination fee of $1 million. Yarrow Capital Stock is currently estimated to be entitled to receive approximately 35.8441 shares of VYNE Common Stock. Upon completion of the Merger, VYNE, under the new name “Yarrow Bioscience, Inc.” will be required to meet the initial listing requirements to maintain the listing and continued trading of its shares on Nasdaq.
The combined company will be led by Rebecca Frey, Yarrow’s Chief Executive Officer and a member of Yarrow’s board of directors. In addition, Lori Payton, is joining Yarrow’s management team as Chief Development Officer.
The transaction is subject to approval of merger agreement by target board, approval of offer by acquirer shareholders, approval of offer by acquirer board, approval of offer by target shareholders, regulatory approval, and registration statement effectiveness (S-4 / F-4). The deal has been unanimously approved by the board. The special meeting of the shareholders of VYNE Therapeutics will be held to approve the transaction on July 16, 2026. As of July 16, 2026, the transaction was approved by the shareholders of VYNE Therapeutics Inc. The expected completion of the transaction is in second quarter of 2026. As of June 15, 2026, the merger is anticipated to close in the third quarter of 2026. As of July 10, 2026, the transaction is expected to close on or about July 24, 2026. VYNE’s reverse stock split at a ratio of 1-for-50 is expected to occur on July 24, 2026. Following the reverse stock split, VYNE’s common stock is expected to begin trading on a post-reverse stock split basis on The Nasdaq Capital Market (“Nasdaq”) on July 27, 2026 under CUSIP Number 92941V407 and ISIN Number US92941V4077. As of July 23, 2026, the transaction is expected to occur early in the week of July 27, 2026, subject to Nasdaq approval.
Ryan Murr, Branden Berns and Melanie Neary of Gibson, Dunn & Crutcher LLP acted as legal advisor for Yarrow Bioscience, Inc. Mark Ballantyne, Christophe Beauduin, Kevin Cooper, Kenneth Krisko, Paul Alexander and Minkyu Park of Cooley LLP acted as legal advisor for VYNE Therapeutics Inc. Wedbush Securities Inc. acted as financial advisor for Yarrow Bioscience, Inc. LifeSci Capital, LLC acted as financial advisor and fairness opinion provider for VYNE Therapeutics Inc. VYNE provides LifeSci Capital an aggregate fee of $500,000 (the “Closing Fee”), payable upon consummation of the Transaction, $250,000 of which became payable upon the delivery of the LifeSci Capital Opinion to the VYNE Board, and is fully creditable against the Closing Fee. Equiniti Trust Company, LLC acted as transfer agent for Yarrow Bioscience, Inc. D.F. King & Co., Inc. served as information agent to VYNE and VYNE will pay the fees of approximately $11,000. Equiniti Trust Company, LLC acted as transfer agent for VYNE.
Yarrow Bioscience, Inc. completed the acquisition of VYNE Therapeutics Inc. (NasdaqCM:VYNE) from AI Biotechnology LLC, Nantahala Capital Management LLC, and other shareholders in a reverse merger transaction on July 27, 2026. Yarrow Bioscience, Inc. completed the private financings totaling approximately $200 million. Pursuant to the terms of the previously disclosed merger agreement, each outstanding share of Yarrow common stock was converted into 0.7171 shares of common stock of the combined company, as adjusted for the reverse stock split of VYNE common stock at a ratio of 1-for-50 shares, effected on July 24, 2026. In the reverse stock split, every 50 shares of VYNE common stock outstanding were combined and reclassified into 1 share of VYNE common stock. The new CUSIP number for the combined company following the reverse stock split and merger is 92941V407. The financings were led by founding investor RTW Investments, with participation from OrbiMed, Janus Henderson Investors, venBio Partners, Logos Capital, LifeSci Venture Partners, and Perceptive Advisors. Yarrow’s cash balance is expected to support the Company’s operations into 2028. The combined company will operate as Yarrow Bioscience, Inc., with its shares expected to begin trading on the Nasdaq Capital Market on Tuesday, July 28, 2026, under the ticker symbol “YARW.”
In addition, on July 23, 2026, VYNE distributed its previously announced special cash dividend in an aggregate amount of $17.3 million, or an estimated $0.40242 per share to VYNE’s stockholders and warrant holders of record as of July 22, 2026, based on their holdings as of that date, subject to the Nasdaq due bill procedures as previously disclosed. The previously announced special cash dividend was not affected by the reverse stock split. The per share dividend is based on 42,989,506 shares of VYNE common stock and common stock equivalents outstanding as of July 22, 2026. Following the completion of the reverse stock split and merger, the combined company’s total issued and outstanding common stock is approximately 2.8 million shares, or approximately 33.6 million shares on a fully-diluted basis, or approximately 28.6 million shares excluding shares underlying equity plans and awards.