SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2026 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | SUBSEQUENT EVENTS The Merger On the Closing Date, VYNE consummated the acquisition of Yarrow in accordance with the terms of the Merger Agreement. Following the Merger, the current business of Yarrow became the primary business of the Combined Company. Special Cash Dividend On July 10, 2026, the Board of Directors declared a special cash dividend of $17.3 million to holders of record of VYNE common stock as of a record date of July 22, 2026, with a payment date of July 23, 2026. The ex-dividend date of the special cash dividend was determined by Nasdaq to be July 24, 2026. Special Meeting of Stockholders On July 16, 2026, the Company held the Special Meeting, and all of the proposals included in the proxy statement/prospectus were approved by VYNE stockholders, other than the proposal to adjourn the Special Meeting, which was not presented to the VYNE stockholders. Reverse Stock Split On July 16, 2026, VYNE's Board of Directors approved, and on July 24, 2026 the Company effected, a 1-for-50 reverse stock split of its outstanding shares of common stock. The reverse stock split is intended to support the Merger and to facilitate compliance with Nasdaq's initial listing requirements, including the minimum bid price requirement. No fractional shares were issued in connection with the reverse stock split. In lieu of fractional shares, stockholders who would otherwise have been entitled to receive a fractional share received cash payments. The par value of the Company's common stock remained unchanged as a result of the reverse stock split. Proportionate adjustments were made to the exercise prices and number of shares underlying the Company's outstanding stock options, restricted stock units, warrants and other equity awards, as well as the number of shares available for issuance under the Company's equity incentive plans. Unless otherwise indicated, all share and per share amounts presented in these condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. Termination of Warrants On July 29, 2026, all 550 warrants outstanding with an amended exercise price of $20.22 originating from financing in July 2019 were terminated in accordance with the stated expiration date. Upon expiration of the warrants, the outstanding warrants were subject to an automatic conversion into shares of common stock. However, all holders of the warrants agreed to an immaterial cash payment in the place of shares. Stock Incentive Plan On April 23, 2026, the Board of Directors approved the Yarrow Bioscience, Inc. 2026 Stock Incentive Plan (the “2026 Stock Plan”), subject to stockholder approval and the consummation of the Merger. On July 16, 2026, the Company’s stockholders approved the 2026 Stock Plan at the Special Meeting and on July 27, 2026, the Board of Directors ratified the 2026 Stock Plan. The purpose of the 2026 Stock Plan is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of the Company and its stockholders by providing stock-based compensation and other performance-based compensation. The initial share pool under the 2026 Stock Plan is 2,688,931. The shares that may be issued under the 2026 Stock Plan will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036, in an amount equal to 5% of the diluted stock (including common stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31, unless a lower (or no) increase is determined by the administrator of the 2026 Stock Plan. Only 100,000,000 shares of common stock may be issued under the 2026 Stock Plan as incentive stock options. Employee Stock Purchase Plan On April 23, 2026, the Board of Directors approved the Yarrow Bioscience, Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”), subject to stockholder approval and the consummation of the Merger. On July 16, 2026, VYNE’s stockholders approved the 2026 ESPP at the Special Meeting and on July 27, 2026, the Board of Directors ratified the 2026 ESPP. The purpose of the 2026 ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase shares of common stock through accumulated contributions. The 2026 ESPP, and the rights of participants to make purchases thereunder, is intended to qualify under Section 423 of the Code. The initial share pool under the 2026 ESPP is 336,116. The shares that may be issued under the 2026 ESPP will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036 in an amount equal to the lesser of 1% of the diluted stock (including common stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31 or 2,500,000, unless a lower (or no) increase is determined by the compensation committee of the Board of Directors, as administrator of the 2026 ESPP.
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