{"url_path":"/sec/vyne/8-k/2026-07-21/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1566044/0001104659-26-085235-index.html","accession_number":"0001104659-26-085235","cik":"0001566044","ticker":"VYNE","issuer_name":"Yarrow Bioscience, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1566044/0001104659-26-085235-index.html","primary_entity_key":"0001566044","primary_entity_name":"VYNE Therapeutics Inc."},"word_count":866,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\nAt the special meeting in lieu of the annual meeting of VYNE stockholders\non July 16, 2026 (the “Special Meeting”), VYNE’s stockholders approved a proposal to amend the amended and restated\ncertificate of incorporation of VYNE (the “VYNE Charter”) to effect a reverse stock split of issued and outstanding common\nstock of VYNE, par value $0.0001 per share (the “VYNE Common Stock”), at a ratio determined by the VYNE board of directors\nand agreed to by Yarrow, of one new share of VYNE Common Stock for every 10 to 70 shares (or any number in between) of outstanding VYNE\nCommon Stock, in the form attached as Annex C to the Company’s definitive proxy statement/prospectus filed on Form S-4 with\nthe Securities and Exchange Commission (the “SEC”), most recently amended on June 3, 2026 and declared effective on June 15,\n2026 (as amended, the “Proxy Statement”) and first mailed to the Company’s stockholders on June 15, 2026. Following\nthis approval, the VYNE board of directors approved the reverse stock split (the “Reverse Stock Split”) of issued and outstanding\nVYNE Common Stock at a final ratio, agreed to by Yarrow, of 1-for-50 shares of VYNE Common Stock (the “Split Ratio”).\n\n \n\nPrior to the closing of the Merger, VYNE will\nfile a certificate of amendment to the VYNE Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split.\nUpon the effectiveness of such amendment (the “Reverse Stock Split Effective Time”), every 50 shares of VYNE Common Stock\noutstanding immediately prior to the Reverse Stock Split Effective Time will be combined and reclassified, automatically and without any\naction on the part of VYNE or its stockholders, into one share of VYNE Common Stock, in accordance with the Split Ratio. The Reverse Stock\nSplit will be realized simultaneously for all shares of VYNE Common Stock and options to purchase shares of VYNE Common Stock outstanding\nimmediately prior to the Reverse Stock Split Effective Time. The Reverse Stock Split will affect all holders of shares of VYNE Common\nStock uniformly and each such stockholder will hold the same percentage of VYNE Common Stock outstanding immediately following the Reverse\nStock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from\nthe treatment of fractional shares. No fractional shares of VYNE Common Stock will be issued as a result of the Reverse Stock Split. Stockholders\nof record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible\nby the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to a cash payment (without interest)\nin lieu thereof at a price equal to the fraction of a share to which the stockholder would otherwise be entitled multiplied by the closing\ntrading price of VYNE Common Stock on Nasdaq on the last trading day immediately prior to the date of the Reverse Stock Split Effective\nTime.\n\n \n\nAs of the record date for the Special Meeting,\n150,000,000 shares of VYNE Common Stock were authorized and 33,385,055 shares of VYNE Common Stock were outstanding. The Reverse Stock\nSplit is expected to reduce the number of VYNE’s outstanding shares of VYNE Common Stock from approximately 33.4 million shares\nto approximately 0.7 million shares. The Reverse Stock Split will not change the par value of VYNE Common Stock or preferred stock\nand will not reduce the number of authorized shares of VYNE Common Stock or preferred stock. At the Special Meeting, VYNE’s stockholders\nseparately approved Proposal No. 3 to increase the number of shares of VYNE Common Stock that VYNE is authorized to issue from 150,000,000\nto 300,000,000 shares in connection with the closing of the Merger.\n\n \n\nIn addition, effective as of the Reverse Stock\nSplit Effective Time and as a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price\nand the number of shares issuable upon the exercise, vesting or settlement of all outstanding options to purchase shares of VYNE Common\nStock, and the number of shares reserved for issuance pursuant to VYNE’s existing equity incentive and employee stock purchase plans\nwill be reduced proportionately based on the Split Ratio. VYNE Common Stock issued pursuant to the Reverse Stock Split will remain fully\npaid and nonassessable. The Reverse Stock Split will not affect VYNE continuing to be subject to the periodic reporting requirements of\nthe Exchange Act.\n\n \n\nFollowing the Reverse Stock Split Effective Time\nand consummation of the Merger, the combined company’s common stock is expected to commence trading on a split-adjusted, post-Merger\nbasis on Nasdaq under the name “Yarrow Bioscience, Inc.” and ticker symbol “YARW” at the open of trading\non July 27, 2026, at which time the common stock will be represented by a new CUSIP Number (92941V407) and ISIN Number (US92941V4077).\n\n \n\nFollowing the Reverse Stock Split and the\nclosing of the Merger, the combined company’s total issued and outstanding common stock is expected to be approximately 2.7\nmillion shares, or approximately 33.6 million shares on a fully-diluted basis, or approximately 28.6 million shares excluding shares\nunderlying equity plans and awards."}