Current Report Filing (8-k)
June 17 2022 - 7:16AM
Edgar (US Regulatory)
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2022-06-15
2022-06-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 15, 2022
VYNE Therapeutics Inc.
(Exact name of registrant as specified
in its charter)
Delaware |
|
001-38356 |
|
45-3757789 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
520 U.S. Highway 22, Suite 204
Bridgewater, New Jersey 08807
(Address of principal executive offices,
including Zip Code)
(800) 775-7936
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
Common Stock, $0.0001 par value |
|
VYNE |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, VYNE Therapeutics Inc. (the “Company”)
entered into that certain Evaluation and Option Agreement (the “Option Agreement”), dated as of April 30, 2021, with
In4Derm Limited (“In4Derm”), providing the Company with an exclusive option (the “Option”) to obtain certain exclusive
worldwide rights to research, develop and commercialize products containing In4Derm’s Bromodomain and Extra-Terminal Domain inhibitors
suitable for oral administration (the “Oral BETi Compounds”) during the period expiring upon the earlier of (i) 14 days
following the delivery of an agreed data package and selection of a lead candidate by In4Derm and (ii) June 30, 2022 (the “Option
Term”). In4Derm has recently informed the Company that it will not have the complete data package available for delivery of a lead
candidate prior to the expiration date of the Option on June 30, 2022. In consideration of the significant progress made by In4Derm
in completing the data package, and the Company’s desire to exercise its exclusive Option for the Oral BETi Compounds, the parties
entered into a Letter Agreement on June 15, 2022 (the “Letter Agreement”) to extend the Option Term to February 28,
2023. The Company continues to expect to exercise its exclusive Option for the Oral BETi Compounds by the end of 2022.
Pursuant to the terms of the Letter Agreement, VYNE has agreed to pay
In4Derm £300,000 to extend the Option Term, payable by June 30, 2022. In addition, VYNE has agreed to pay In4Derm £850,000
payable upon In4Derm’s discovery of at least two Oral BETi Compounds with a molecular profile specified in a revised data package.
The foregoing fees are in addition to the other fees payable to In4Derm under the terms of the Option Agreement.
The foregoing description of the Letter Agreement does not purport
to be complete and is qualified in its entirety by reference to the complete text of the Letter Agreement, a copy of which will be filed
with the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2022.
Item 8.01 Other Events.
The Company has completed patient enrollment in its Phase 2a clinical
trial of FMX114 for the treatment of mild-to-moderate atopic dermatitis. As a result of the impact of COVID-19 on enrollment and other
operations related to the trial in Australia, the Company activated additional clinical trial sites in the United States to support patient
enrollment and expedite the completion of the study. The Company expects to report topline results from this study in approximately six to eight weeks.
On June 17, 2022, the Company
issued a press release entitled “VYNE Therapeutics Completes Enrollment in Phase 2a Trial of FMX114 for the Treatment of Mild-to-Moderate
Atopic Dermatitis.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including, but not limited to, statements regarding the exercise of the Option with respect to its VYN202 program and the timing
of reporting results from its clinical trial for FMX114, and other statements regarding the future expectations, plans and prospects
of VYNE. All statements in this report which are not historical facts are forward-looking statements. Any forward-looking statements
are based on VYNE’s current knowledge and its present beliefs and expectations regarding possible future events and are subject
to risks, uncertainties and assumptions that could cause actual results to differ materially and adversely from those set forth or implied
by such forward-looking statements. These risks and uncertainties include, but are not limited to: VYNE’s ability to receive and
report topline results from its clinical trial for FMX114; VYNE’s ability to successfully develop its product candidates; the timing
of commencement of future non-clinical studies and clinical trials; VYNE’s ability to enroll patients and successfully progress,
complete, and receive favorable results in, clinical trials for its product candidates; VYNE’s ability to exercise its exclusive
option with respect to an oral BETi candidate pursuant to the terms of the option agreement with In4Derm Limited; VYNE’s intentions
and its ability to obtain additional funding, either through equity or debt financing transactions or collaboration arrangements; disruptions
related to COVID-19 or another pandemic, epidemic or outbreak of a contagious disease, on the ability of VYNE’s suppliers to manufacture
and provide materials for our product candidates, initiating and retaining patients in clinical trials, operating results, liquidity
and financial condition; the regulatory approval process for VYNE’s product candidates, including any delay or failure in obtaining
requisite approvals; the potential market size of treatments for any diseases and market adoption of products, if approved or cleared
for commercial use, by physicians and patients; developments and projections relating to competitors and the pharmaceuticals industry,
including competing drugs and therapies; the timing or likelihood of regulatory filings and approvals or clearances for product candidates;
VYNE’s ability to comply with various regulations applicable to its business, including Nasdaq continued listing rules; VYNE’s
ability to create intellectual property and the scope of protection it is able to establish and maintain for intellectual property rights
covering its product candidates, including the projected terms of patent protection; risks that any of VYNE’s patents may be held
to be narrowed, invalid or unenforceable or one or more of VYNE’s patent applications may not be granted and potential competitors
may also seek to design around VYNE’s granted patents or patent applications; the timing, costs or results of litigation, including
litigation to protect its intellectual property; VYNE’s ability to successfully challenge intellectual property claimed by others;
estimates of VYNE’s expenses, capital requirements, its needs for additional financing and its ability to obtain additional capital
on acceptable terms or at all; VYNE’s ability to attract and retain key scientific or management personnel; VYNE’s defense
of any litigation that may be initiated against it; VYNE’s expectations regarding licensing, business transactions and strategic
operations; VYNE’s future financial performance and liquidity; and volatility in VYNE’s stock price may result in rapid and
substantial increases or decreases in the stock price that may or may not be related to the company’s operating performance or
prospects. For a discussion of other risks and uncertainties, and other important factors, any of which could cause VYNE’s actual
results to differ from those contained in the forward-looking statements, see the section titled “Risk Factors” in VYNE’s
Annual Report on Form 10-K for the year ended December 31, 2021, as well as discussions of potential risks, uncertainties, and other
important factors in VYNE’s subsequent filings with the U.S. Securities and Exchange Commission. Although VYNE believes these forward-looking
statements are reasonable, they speak only as of the date of this announcement and VYNE undertakes no obligation to update publicly such
forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by law. Given these risks and
uncertainties, you should not rely upon forward-looking statements as predictions of future events.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VYNE THERAPEUTICS INC. |
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Date: June 17, 2022 |
By: |
/s/ Mutya Harsch |
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Mutya Harsch |
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Chief Legal Officer and General Counsel |
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