|
Delaware
(State or other jurisdiction of
incorporation or organization) |
| |
45-3757789
(I.R.S. Employer
Identification Number) |
|
| Large accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ | |
| Non-accelerated filer | | | ☒ | | | Smaller reporting company | | | ☒ | |
| | | | | | | Emerging growth company | | | ☒ | |
| | |
Page
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| | | | 18 | | |
| | |
Beneficial
Ownership Prior to this Offering |
| |
Maximum
Number of Shares to be Sold Pursuant to this Prospectus(2) |
| |
Beneficial
Ownership After this Offering(1) |
| |||||||||||||||||||||
Name of Selling Stockholder
|
| |
Number of
Shares |
| |
Percentage of
Outstanding Common Stock |
| |
Number of
Shares |
| |
Percentage of
Outstanding Common Stock |
| ||||||||||||||||||
Eventide Healthcare Innovation Fund I LP(3)
|
| | | | 1,394,336 | | | | | | 9.99% | | | | | | 6,681,749 | | | | | | — | | | | | | — | | |
Cormorant Global Healthcare Master Fund, LP(4)
|
| | | | 1,394,336 | | | | | | 9.99% | | | | | | 4,454,479 | | | | | | — | | | | | | — | | |
AI Biotechnology LLC(5)
|
| | | | 1,394,336 | | | | | | 9.99% | | | | | | 8,909,033 | | | | | | — | | | | | | — | | |
Citadel CEMF Investments Ltd.(6)
|
| | | | 1,181,088 | | | | | | 8.46% | | | | | | 1,181,088 | | | | | | — | | | | | | — | | |
Soleus Capital Master Fund, L.P.(7)
|
| | | | 890,868 | | | | | | 6.38% | | | | | | 890,868 | | | | | | — | | | | | | — | | |
Entities affiliated with Baker Bros. Advisors LP(8)
|
| | | | 696,470 | | | | | | 4.99% | | | | | | 6,681,813 | | | | | | — | | | | | | — | | |
Entities affiliated with Acorn Bioventures(9)
|
| | | | 696,470 | | | | | | 4.99% | | | | | | 3,118,147 | | | | | | — | | | | | | — | | |
Delaware Street Capital Master Fund, L.P.(10)
|
| | | | 696,470 | | | | | | 4.99% | | | | | | 2,227,244 | | | | | | 115,000 | | | | | | * | | |
Entities affiliated with Parkman(11)
|
| | | | 696,470 | | | | | | 4.99% | | | | | | 1,781,785 | | | | | | — | | | | | | — | | |
Entities affiliated with LifeSci Ventures(12)
|
| | | | 696,467 | | | | | | 4.99% | | | | | | 1,336,321 | | | | | | — | | | | | | — | | |
AlphaCentric LifeSci Healthcare Fund(13)
|
| | | | 668,151 | | | | | | 4.79% | | | | | | 668,151 | | | | | | — | | | | | | — | | |
Lytton-Kambara Foundation(14)
|
| | | | 455,374 | | | | | | 3.26% | | | | | | 445,434 | | | | | | 9,940 | | | | | | * | | |
Micro Cap Partners, L.P.(15)
|
| | | | 445,434 | | | | | | 3.19% | | | | | | 445,434 | | | | | | — | | | | | | — | | |
Worldwide Healthcare Partners LLC(16)
|
| | | | 445,434 | | | | | | 3.19% | | | | | | 445,434 | | | | | | — | | | | | | — | | |
| | |
Amount
|
| |||
SEC registration fees
|
| | | $ | 18,547 | | |
Accounting fees and expenses
|
| | | | 40,000 | | |
Legal fees and expenses
|
| | | | 250,000 | | |
Miscellaneous fees and expenses
|
| | | | 6,453 | | |
Total
|
| | | $ | 315,000 | | |
| | | | | | |
Incorporated by Reference
|
| |||||||||
|
Exhibit
Number |
| |
Description
|
| |
Form
|
| |
File
Number |
| |
Exhibit
|
| |
Filing Date
|
|
| 4.1 | | | | |
10-K
|
| |
001-38356
|
| |
3.1
|
| |
March 17, 2022
|
| |
| 4.2 | | | | |
10-Q
|
| |
001-38356
|
| |
3.1(b)
|
| |
November 14, 2022
|
| |
| 4.3 | | | | |
8-K
|
| |
001-38356
|
| |
3.1
|
| |
January 17, 2023
|
| |
| 4.4 | | | | |
8-K
|
| |
001-38356
|
| |
3.1
|
| |
February 10, 2023
|
| |
| 4.5 | | | | |
10-Q
|
| |
001-38356
|
| |
3.2
|
| |
November 14, 2022
|
| |
| 4.6 | | | | |
8-K
|
| |
001-38356
|
| |
4.1
|
| |
October 30, 2023
|
| |
| 5.1* | | | | | | | | | | | | | | | | |
| 10.1 | | | | |
8-K
|
| |
001-38356
|
| |
10.1
|
| |
October 30, 2023
|
| |
| 10.2 | | | | |
8-K
|
| |
001-38356
|
| |
10.2
|
| |
October 30, 2023
|
| |
| 23.1* | | | | | | | | | | | | | | | | |
| 23.2* | | | | | | | | | | | | | | | | |
| 23.3* | | | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | | | | | | | | | | | | | |
| 24.1* | | | | | | | | | | | | | | | | |
| 107* | | | | | | | | | | | | | | | |
| | | | VYNE THERAPEUTICS INC. | | |||
| | | |
By:
/s/ David Domzalski
David Domzalski
Chief Executive Officer |
| |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ David Domzalski
David Domzalski
|
| |
Director and Chief Executive Officer (Principal Executive Officer)
|
| |
November 13, 2023
|
|
|
/s/ Tyler Zeronda
Tyler Zeronda
|
| |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
|
| |
November 13, 2023
|
|
|
/s/ Sharon Barbari
Sharon Barbari
|
| |
Director
|
| |
November 13, 2023
|
|
|
/s/ Steven Basta
Steven Basta
|
| |
Director
|
| |
November 13, 2023
|
|
|
/s/ Anthony Bruno
Anthony Bruno
|
| |
Director
|
| |
November 13, 2023
|
|
|
/s/ Patrick LePore
Patrick LePore
|
| |
Director
|
| |
November 13, 2023
|
|
|
/s/ Elisabeth Sandoval Little
Elisabeth Sandoval Little
|
| |
Director
|
| |
November 13, 2023
|
|
Exhibit 5.1
Mark Ballantyne
T: +1 703 456 8084
mballantyne@cooley.com
November 13, 2023
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 of a Registration Statement on Form S-3 (the “Registration Statement”) by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale by certain selling stockholders (the “Selling Stockholders”) of up to 39,266,980 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), consisting of (i) 10,652,543 outstanding shares of Common Stock (the “Shares”) and (ii) up to 28,614,437 shares of Common Stock (the “Warrant Shares”) issuable upon the exercise of outstanding pre-funded warrants to purchase shares of Common Stock (the “Warrants”). The Shares and the Warrants were issued pursuant to a Securities Purchase Agreement, dated October 27, 2023, by and among the Company and the purchasers named therein (the “Securities Purchase Agreement”).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectus, the Company’s certificate of incorporation and bylaws, each as currently in effect, the Securities Purchase Agreement, the Warrants and such other documents, records, 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.
With respect to the Warrant Shares, we express no opinion to the extent that future issuances of securities of the Company, adjustments to outstanding securities of the Company or other matters cause the Warrants to be exercisable for more shares of Common Stock than the number that remain available for issuance. Further, we have assumed the exercise price of the Warrants will not be adjusted to an amount below the par value per share of the Common Stock.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares are validly issued, fully paid and nonassessable and that the Warrant Shares, when issued against payment therefor in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.
Our opinion is limited to the matters expressly set forth in this letter, and no opinion 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 undertake no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
Cooley
LLP One Freedom Square Reston town center 11951 freedom drive reston, va 20190-5640
t: (703) 456-8000 f: (703) 456-8100 cooley.com
Mark Ballantyne
T: +1 703 456 8084
mballantyne@cooley.com
We hereby consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement and 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 or the rules and regulations of the Commission thereunder.
*****
Very truly yours,
COOLEY LLP
By: | /s/ Mark Ballantyne | |
Mark Ballantyne, Partner |
Cooley
LLP One Freedom Square Reston town center 11951 freedom drive reston, va 20190-5640
t: (703) 456-8000 f: (703) 456-8100 cooley.com
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 14, 2023, 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, 2022. Our report includes an explanatory paragraph relating to the Company’s ability to continue as a going concern.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ Baker Tilly US, LLP | |
Tewksbury, Massachusetts | |
November 13, 2023 |
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of VYNE Therapeutics Inc. of our report dated March 17, 2022, except for the effects of the reverse stock split discussed in Note 1 and the effects of discontinued operations discussed in Note 4 to the consolidated financial statements, as to which the date is March 14, 2023, relating to the financial statements, which appears in VYNE Therapeutics Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Florham Park, New Jersey
November 13, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
VYNE Therapeutics Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Type |
Fee Calculation Rule |
Amount Registered (1)(2) |
Proposed Maximum Offering Price Per Share (3) |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |
Fees to Be Paid | Equity | Common Stock, par value $0.0001 per share | 457(c) | 39,266,980 | $3.20 | $125,654,336.00 | 0.00014760 | $18,546.58 |
Total Offering Amounts | $125,654,336.00 | $18,546.58 | ||||||
Total Fees Previously Paid | - | |||||||
Total Fee Offsets | - | |||||||
Net Fee Due | $18,546.58 | |||||||
(1) The shares of common stock will be offered for resale by the selling stockholders pursuant to the prospectus contained herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional number of shares of common stock issuable upon stock splits, stock dividends, or other distribution, recapitalization or similar events with respect to the shares of common stock being registered pursuant to this registration statement.
(2) This registration statement registers the resale of (i) 10,652,543 outstanding shares of common stock of the Registrant held by the selling stockholders and (ii) 28,614,437 shares of common stock of the Registrant issuable upon the exercise of pre-funded warrants to purchase shares of common stock held by the selling stockholders.
(3) Estimated solely for purposes of calculating the registration fee pursuant to Ruel 457(c) under the Securities Act, based on average of high and low price per share of the common stock as reported on the Nasdaq Capital Market on November 9, 2023.
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