| Item 1. | |
| (a) | Name of issuer:
VYNE Therapeutics Inc. |
| (b) | Address of issuer's principal executive offices:
685 Route 202/206 N., Suite 301, Bridgewater, NJ 08807 |
| Item 2. | |
| (a) | Name of person filing:
(i) Eventide Asset Management, LLC ("Eventide")
(ii) Finny Kuruvilla, M.D., Ph.D. ("Kuruvilla")
(iii) Robin C. John ("John") |
| (b) | Address or principal business office or, if none, residence:
Eventide, Kuruvilla and John:
One International Place, Suite 4210
Boston, Massachusetts 02110 |
| (c) | Citizenship:
Eventide: Delaware
Kuruvilla: United States
John: United States |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 |
| (e) | CUSIP No.:
92941V308 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
(i) Eventide: 1,849,597
(ii) Kuruvilla: 1,849,597
(iii) John: 1,849,597 |
| (b) | Percent of class:
(i) Eventide: 9.99%
(ii) Kuruvilla: 9.99%
(iii) John: 9.99% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(1) Eventide: 1,849,597
(2) Kuruvilla: 0
(3) John: 0
|
| | (ii) Shared power to vote or to direct the vote:
(1) Eventide: 0
(2) Kuruvilla: 1,849,597
(3) John: 1,849,597
|
| | (iii) Sole power to dispose or to direct the disposition of:
(1) Eventide: 1,849,597
(2) Kuruvilla: 0
(3) John: 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
(1) Eventide: 0
(2) Kuruvilla: 1,849,597
(3) John: 1,849,597
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
This Schedule 13G amendment is being filed to disclose a change in the mix of security types owned. As of June 30, 2025, Eventide is the beneficial owner of common stock of the Issuer ("Common Stock") issuable upon the exercise of pre-funded warrants (the "Warrants") as the investment adviser to Eventide Healthcare Innovation Fund I LP, a private fund (the "Fund"); provided that the Warrants may not be exercised if such exercise would cause the holder to beneficially own in excess of 9.99% of the number of shares of the Issuer's Common Stock then outstanding.
Eventide Asset Management, LLC is the Managing Member of Eventide Healthcare Innovation Fund I GP LLC which is the general partner of the Fund. The Warrants would be exercisable for up to 5,287,413 shares of Common Stock, subject to the limitation on exercise. If not for such limitation on exercise, the Reporting Persons would beneficially own in excess of 9.99% of the Issuer's Common Stock. The percentages reported herein regarding the Reporting Persons' holdings are calculated based upon information in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2025, as filed with the Securities and Exchange Commission on May 8, 2025, citing 16,664,892 outstanding shares of Common Stock of the Issuer as of May 1, 2025. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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