0001566044 2026-04-27 2026-04-27 0001566044 1 2026-04-27 2026-04-27 0001566044 2 2026-04-27 2026-04-27 0001566044 3 2026-04-27 2026-04-27 iso4217:USD shares S-4 S-4/A EX-FILING FEES 333-294804 0001566044 VYNE Therapeutics Inc. N/A N/A S-4 VYNE Therapeutics Inc. true Equity Common Stock, par value $0.0001 per share true 1385687085 46189.57 6.38 true Equity Pre- Funded Warrants to purchase Common Stock true 1279351121 0.00 0.00 true Equity Options to purchase Common Stock true 158759613 0.00 0.00 46189.57 6.38 6.38 0.00 0.00 1(a). Relates to common stock, par value $0.0001 per share ("VYNE common stock"), of VYNE Therapeutics Inc., a Delaware corporation ("VYNE"), issuable to holders of common stock, $0.0001 par value per share ("Yarrow common stock"), of Yarrow Bioscience, Inc., a Delaware corporation ("Yarrow"), and other Yarrow security holders in the proposed merger of Yellow Merger Sub Corp., a Delaware corporation and a direct, wholly owned subsidiary of VYNE, with and into Yarrow, with Yarrow surviving the merger as a wholly owned subsidiary of VYNE. The number of shares of VYNE common stock to be registered consists of (i) all shares of VYNE common stock issued in exchange for shares of Yarrow common stock, (ii) all shares of VYNE common stock issuable upon exercise of pre-funded warrants to purchase shares of VYNE common stock issued in exchange for pre-funded warrants to purchase shares of Yarrow common stock, (iii) all shares of VYNE common stock issued in exchange for shares of Series A Preferred Stock, par value $0.0001 ("Yarrow preferred stock"), of Yarrow, and (iv) all shares of VYNE common stock issuable upon exercise of pre-funded warrants to purchase shares of VYNE common stock issued in exchange for shares of Yarrow preferred stock, without taking into account the effect of a reverse stock split of VYNE common stock, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the merger) of approximately 35.8455 shares of VYNE common stock for each share of Yarrow common stock. Such exchange ratio is only an estimate as the actual exchange ratio will be determined in connection with the closing of the merger. This amount excludes shares of common stock that Yarrow agreed to sell in the concurrent private placement, which is expected to be consummated immediately prior to the closing of the merger. In accordance with Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall be deemed to cover any securities that may from time to time be offered or issued resulting from forward or reverse stock splits, stock dividends or similar transactions. 1(b). Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act. Yarrow is a private company, no market exists for its securities, and it has an accumulated capital deficit. Therefore, the proposed maximum aggregate offering price for the shares expected to be issued (or become issuable) in the merger is one-third of the aggregate par value of the Yarrow securities expected to be exchanged for the shares of VYNE common stock being registered, including any VYNE common stock issuable upon exercise of the pre-funded warrants. 1(c). VYNE previously paid $6.38 with respect to these shares based on such maximum number of shares of 1,386,506,616 as reflected in the "Fees Previously Paid." Consists of VYNE pre-funded warrants to purchase shares of VYNE common stock issued in the merger in exchange for Yarrow pre-funded warrants to purchase shares of Yarrow common stock, without taking into account the effect of a reverse stock split of VYNE common stock, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the Merger) of approximately 35.8455 shares of VYNE common stock for each outstanding share of Yarrow common stock. The registration fee with respect to the VYNE pre-funded warrants has been allocated to the underlying shares of VYNE common stock issuable upon exercise of such pre-funded warrants, as described in footnote (1). Consists of VYNE stock options to purchase shares of VYNE common stock issued in exchange for Yarrow stock options to purchase shares of Yarrow common stock, without taking into account the effect of a reverse stock split of VYNE common stock, assuming an estimated pre-split exchange ratio (which is subject to adjustment prior to the closing of the Merger) of approximately 35.8455 shares of VYNE common stock for each outstanding share of Yarrow common stock.