Stockholders' equity |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Equity [Abstract] | |
| Stockholders' equity | Stockholders' equity Preferred stock As of September 30, 2026, the Company's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation") authorized the Company to issue 20,000,000 shares of preferred stock, par value $0.0001 per share. There were no shares of preferred stock issued and outstanding as of September 30, 2026. Shares of preferred stock may be issued from time to time in one or more series. The voting powers (if any), preferences and relative, participating, optional or other special rights, and the qualifications, limitations and restrictions of any series of preferred stock will be set forth in a Certificate of Designation filed pursuant to the Delaware General Corporation Law, as determined by the Company’s Board of Directors (the “Board”). Pre-funded warrants In July 2026, pursuant to the Closing of the Merger, 25,590,346 pre-funded warrants were issued to Pre-Merger Yarrow stockholders (including from the Yarrow Pre-Closing Financing). See "Note 1 - Nature of operations" for additional information. Each pre-funded warrant is immediately exercisable and will expire when exercised in full. The holder (together with its affiliates and other attribution parties) will not have the right to exercise any portion of its pre-funded warrants if such holder, together with its affiliates and other attribution parties, would beneficially own in excess of a specified beneficial ownership limitation immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease its Beneficial Ownership Limitation up to, and no higher than, 19.99%, by giving 61 days’ notice to the Company. Prior to the Merger, there were outstanding warrants to purchase shares of VYNE common stock (the "Legacy VYNE Warrants"). The Legacy VYNE Warrants expired in accordance with their terms following the Closing of the Merger, and in connection with such expiration, the holders of the Legacy VYNE Warrants agreed to receive immaterial cash payments in lieu of shares of common stock. Following such payment, no Legacy VYNE Warrants remained outstanding and the Company has no further obligations with respect thereto. Additionally, in October 2023, VYNE entered into a securities purchase agreement, pursuant to which VYNE agreed to sell and issue to the purchasers in a private placement (the “2023 Private Placement”) shares of VYNE's common stock and pre-funded warrants (the “2023 VYNE Pre-Funded Warrants”). The 2023 VYNE Pre-Funded Warrants issued in the 2023 Private Placement will not expire until exercised in full. The 2023 VYNE Pre-Funded Warrants may not be exercised if the aggregate number of shares of common stock beneficially owned by the holder thereof immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving 60 days’ notice to the Company, but not to exceed any percentage in excess of 19.99%. As of the Closing of the Merger, there were 190,911 (as adjusted for the reverse stock split) of the 2023 VYNE Pre-Funded Warrants outstanding. Further, on July 29, 2026, the Company entered into an exchange agreement with a certain existing stockholder (the “Stockholder”), pursuant to which the Stockholder agreed to exchange an aggregate of 133,290 shares of the Company’s common stock for pre-funded warrants to purchase an aggregate of 133,290 shares of common stock at an exercise price of $0.0001 per share, in a transaction exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the “Exchange”). During the nine months ended September 30, 2026, an aggregate of 2,168,937 pre-funded warrants were exercised to purchase an aggregate of 2,168,924 shares of common stock. As of September 30, 2026, 23,745,610 pre-funded warrants remained outstanding. The Company’s pre-funded warrants are classified as a component of permanent equity because they are freestanding financial instruments that are legally detachable and separately exercisable from the shares of common stock with which they were issued, are immediately exercisable, do not embody an obligation for the Company to repurchase its shares, and permit the holders to receive a fixed number of shares of common stock upon exercise. In addition, the Company’s pre-funded warrants do not provide any guarantee of value or return. Common stock Pursuant to the Certificate of Incorporation, as of September 30, 2026, the Company was authorized to issue 300,000,000 shares of common stock, par value $0.0001 per share. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board, subject to the prior rights of holders of all classes of preferred stock outstanding. At-the-market equity offering program On August 13, 2026, the Company entered into an amended and restated sales agreement (the “A&R Sales Agreement”) with TD Securities (USA) LLC as sales agent (“TD Cowen”), which amended and restated the sales agreement, dated March 1, 2024, between VYNE and Cowen and Company, LLC. Under the A&R Sales Agreement, the Company may offer and sell, from time to time at its sole discretion, shares of common stock through TD Cowen in an at-the-market offering having an aggregate offering price up to $50.0 million. The compensation to TD Cowen for sales of common stock sold pursuant to the A&R Sales Agreement will be an amount up to 3.0% of the gross proceeds of any shares of common stock sold under the A&R Sales Agreement. The Company did not sell any shares of common stock under the A&R Sales Agreement during the nine months ended September 30, 2026. September 2026 Offering On September 10, 2026, the Company entered into an underwriting agreement with Jefferies LLC, TD Cowen and Guggenheim Securities, LLC, as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 6,634,615 shares of common stock at a public offering price of $26.00 per share (the “September 2026 Offering”), which includes 865,384 shares of common stock issued pursuant to the Underwriters’ exercise in full of an option (the “Option”) to purchase additional shares at the public offering price, less the underwriting discounts and commissions. The net proceeds from the September 2026 Offering, including proceeds from the exercise in full of the Option by the Underwriters, were $161.7 million, after deducting the Underwriters’ discounts and commissions and offering expenses of $10.8 million payable by the Company. The September 2026 Offering closed on September 14, 2026.
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