Form S-8 - Securities to be offered to employees in employee benefit plans

 

As filed with the Securities and Exchange Commission on December 19, 2024

 

Registration No. 333-          

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

VYNE Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware		45-3757789
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
685 Route 202/206 N., Suite 301 Bridgewater, New Jersey		08807
(Address of principal executive offices)		(Zip Code)

 

VYNE Therapeutics Inc. 2023 Equity Incentive Plan

(Full title of plan)

 

Mutya Harsch

Chief Legal Officer and General Counsel

VYNE Therapeutics Inc.

685 Route 202/206 N., Suite 301

Bridgewater, New Jersey 08807

[phone]

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Brian F. Leaf

Mark Ballantyne

Cooley LLP

One Freedom Square, Reston Town Center

11951 Freedom Drive

Reston, VA 20190

[phone]

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		x		Smaller reporting company		x
				Emerging growth company		¨

 

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 7(a)(2)(B) of the Securities Act.  ¨

 

 

 

 

 

 

EXPLANATORY NOTE

 

On November 6, 2024, the Board of Directors of VYNE Therapeutics Inc. (the “Company” or the “Registrant”) approved an amendment to the Company’s 2023 Equity Incentive Plan (as amended, the “2023 Plan”), subject to stockholder approval at the Company’s 2024 Annual Meeting of Stockholders to, among other things, increase the number of shares of common stock, par value $0.0001 (the “Common Stock”), available for issuance under the 2023 Plan by 1,520,000 shares (the “Plan Increase”). On December 12, 2024, the Plan Increase was approved by the Company’s stockholders at the 2024 Annual Meeting of Stockholders. The Company previously filed a Registration Statement on Form S-8 on December 13, 2023 (File No. 333-276027) registering an aggregate of 2,339,602 shares of Common Stock under the 2023 Plan (the “Earlier Registration Statement”). The Company is filing this Registration Statement on Form S-8 to register an additional 1,520,000 shares of Common Stock authorized for issuance under the 2023 Plan. The additional securities to be registered by this Registration Statement are of the same class as those securities covered by the Earlier Registration Statement. Pursuant to General Instruction E to Form S-8, the contents of the Earlier Registration Statement are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.

 

 

 

 

PART II

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement on Form S-8 (the “Registration Statement”):

 

1.

The contents of the Earlier Registration Statement (File No. 333-276027);

 

2.

The Registrant’s Annual Report on Form 10-K (File No. 001-38356) for the fiscal year ended December 31, 2023, filed with the Commission on March 1, 2024;

 

3.

The Registrant’s Quarterly Reports on Form 10-Q (File No. 001-38356) for the fiscal quarters ended March 31, 2024, June 30, 2024 and September 30, 2024, filed with the Commission on May 9, 2024, August 14, 2024 and November 7, 2024, respectively;

 

4.

The Registrant’s Current Reports on Form 8-K (File No. 001-38356) filed with the Commission on January 3, 2024, September 12, 2024 and December 12, 2024 (each to the extent the information in such reports is filed and not furnished); and

 

5.

The description of the Registrant’s common stock set forth in the Registrant’s registration statement on Form 8-A filed with the Commission on January 19, 2018, including any amendments or reports filed for the purposes of updating this description, including Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 1, 2024.

 

In addition, all documents, reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

 

 

 

Item 8.

Exhibits.

 

Exhibit No.		Description of Exhibit
4.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-38356), filed on March 17, 2022).
4.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 10, 2023).
4.3		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 14, 2022).
4.4		VYNE Therapeutics Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 13, 2023).
4.5		Form of Director Option Grant Notice and Option Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on December 13, 2023).
4.6		Form of Employee Option Grant Notice and Option Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on December 13, 2023).
4.7		Form of Restricted Share Unit Grant Notice and Restricted Share Unit Award Agreement under the 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on December 13, 2023).
4.8		First Amendment to the VYNE Therapeutics Inc. 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on December 12, 2024).
5.1		Opinion of Cooley LLP.
23.1		Consent of Baker Tilly US, LLP, independent registered public accounting firm.
23.2		Consent of Cooley LLP (included in Exhibit 5.1).
24.1		Powers of Attorney (included on signature page).
107		Filing Fee Table.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bridgewater, State of New Jersey, on December 19, 2024.

 

VYNE Therapeutics Inc.
By:	/s/ David Domzalski
	David Domzalski
	Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Domzalski, Tyler Zeronda and Mutya Harsch, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution, for such person, and in such person’s name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ David Domzalski		Director and Chief Executive Officer		December 19, 2024
David Domzalski		(Principal Executive Officer)
/s/ Tyler Zeronda		Chief Financial Officer		December 19, 2024
Tyler Zeronda		(Principal Financial Officer and Principal Accounting Officer)
/s/ Sharon Barbari		Director		December 19, 2024
Sharon Barbari
/s/ Steven Basta		Director		December 19, 2024
Steven Basta
/s/ Christine Borowski		Director		December 19, 2024
Christine Borowski
/s/ Anthony Bruno		Director		December 19, 2024
Anthony Bruno
/s/ Patrick LePore		Director		December 19, 2024
Patrick LePore
/s/ Elisabeth Sandoval Little		Director		December 19, 2024
Elisabeth Sandoval Little

 

 

 

 

 

Exhibit 5.1

 

 

 

Mark D. Ballantyne 

T: [phone]

[e-mail]

 

December 19, 2024

 

VYNE Therapeutics Inc.

685 Route 202/206 N., Suite 301

Bridgewater, New Jersey 08807

 

Ladies and Gentlemen,

 

We have acted as counsel to VYNE Therapeutics Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering the offering of up to 1,520,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share, issuable pursuant to the Company’s 2023 Equity Incentive Plan, as amended (the “2023 Plan”).

 

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the 2023 Plan, (c) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

 

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

 

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the 2023 Plan, the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

 

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

 

Cooley LLP Reston Town Center 11951 Freedom Drive 14th Floor Reston, VA 20190-5656
t: [phone] f: [phone] cooley.com

 

 

 

 

 

December 19, 2024

Page Two  

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Sincerely,

 

Cooley LLP

 

By:	/s/ Mark Ballantyne
	Mark Ballantyne

 

Cooley LLP Reston Town Center 11951 Freedom Drive 14th Floor Reston, VA 20190-5656

t: [phone] f: [phone] cooley.com

 

 

 

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 1, 2024, relating to the consolidated financial statements of VYNE Therapeutics Inc., which appears in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

/s/ BAKER TILLY US, LLP

 

Tewksbury, Massachusetts

December 19, 2024

 

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

Form S-8

VYNE THERAPEUTICS INC.

(Exact Name of Registrant as Specified in its Charter)

 

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Share	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.0001 par value per share	457(c) and 457(h)	1,520,000(1)(2)	$2.4655(3)	$3,747,560(3)	0.0001531	$573.75
Total Offering Amounts					$3,747,560		$573.75
Total Fee Offsets							–
Net Fee Due							$573.75

 

(1)	In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional shares of common stock, par value $0.0001 per share (“Shares”), of VYNE Therapeutics Inc. (the “Registrant”) that become issuable under the Registrant’s 2023 Equity Incentive Plan, as amended (the “2023 Plan”), by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2)	This registration statement registers the issuance of 1,520,000 Shares issuable under the 2023 Plan, which are in addition to Shares previously registered in connection with the 2023 Plan pursuant to the registration statement on Form S-8 filed with the Securities and Exchange Commission on December 13, 2023 (File No. 333-276027).
(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The proposed maximum offering price per share and aggregate offering price are calculated on the basis of $2.4655, the average of the high and low price of the Registrant’s Shares as reported on the Nasdaq Capital Market on December 13, 2024.

 

 

 

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