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) January 17, 2023
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) |
685 Route 202/206, Suite 301A
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. x
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 17, 2023, VYNE Therapeutics Inc. (the “Company”) redeemed all outstanding shares of its Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), for an aggregate of $360,000 paid to the sole holder of the Series A Preferred Stock. The redemption payment represents 120% of the stated value of the Series A Preferred Stock pursuant to the certificate of designation of the Series A Preferred Stock.
On January 17, 2023, the Company filed a Certificate of Elimination (the “Certificate”) with the Secretary of State of the State of Delaware with respect to the Series A Preferred Stock. The Certificate (i) eliminated the previous designation of 3,000 shares of Series A Preferred Stock from the Company’s Amended and Restated Certificate of Incorporation, none of which were outstanding at the time of filing, and (ii) caused such shares of Series A Preferred Stock to resume their status as authorized but unissued and non-designated shares of preferred stock.
The foregoing description is qualified in its entirety by the Certificate, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being filed herewith.
| Exhibit No. | Description |
| 3.1 | Certificate of Elimination of Series A Convertible Preferred Stock. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| VYNE THERAPEUTICS INC. | ||
| Date: January 17, 2023 | By: | /s/ Mutya Harsch |
|
Mutya Harsch | ||
| Chief Legal Officer and General Counsel | ||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
VYNE THERAPEUTICS INC.
Pursuant to Section 151(g) of
the General Corporation Law of the
State of Delaware
VYNE THERAPEUTICS INC., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The Corporation’s (i) Amended and Restated Certificate of Incorporation was filed in the Office of the Secretary of State of the State of Delaware on January 26, 2018, (i) Certificate of Amendment was filed in the Office of the Secretary of State of the State of Delaware on September 4, 2020, February 12, 2021 and July 19, 2021, and (iii) Certificate of Designation of Series A Convertible Preferred Stock was filed in the Office of the Secretary of State of the State of Delaware on November 14, 2022 (together, the “Amended and Restated Certificate of Incorporation”), which authorizes the issuance of 3,000 shares of a series of Preferred Stock designated as Series A Convertible Preferred Stock, par value $0.0001 per share, (the “Series A Preferred Stock”):
SECOND: The Board of Directors of the Corporation (the “Board”), previously authorized, and the Corporation redeemed all issued and outstanding shares of the Series A Preferred Stock, which constituted all authorized shares of the Series A Preferred Stock, and the Board has also authorized the retirement of the Series A Preferred Stock.
THIRD: Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board adopted the following resolutions:
Resolved, that all shares of Series A Preferred Stock are hereby retired and upon the effective date hereof none of the authorized shares of such series of Series A Preferred Stock will be outstanding and no shares of such series thereafter will be issued; and
Resolved Further, that the officers of the Corporation are authorized and directed to execute a Certificate of Elimination as provided by Section 151(g) of the DGCL in accordance with Section 103 of the DGCL, and to file the same forthwith in the Office of the Secretary of State of the State of Delaware, and when such Certificate of Elimination becomes effective, all references to the Series A Preferred Stock in the Amended and Restated Certificate of Incorporation, as amended, of the Corporation shall be eliminated and the shares of Series A Preferred Stock so redeemed and retired shall resume the status of authorized and unissued shares of Preferred Stock of the Corporation, without designation as to series.
FOURTH: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series A Preferred Stock in the Amended and Restated Certificate of Incorporation hereby are eliminated, and the shares that were designated to such series hereby are returned to the status of authorized but unissued shares of the Preferred Stock of the Corporation, without designation as to series.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be duly executed in its corporate name as of the 17th day of January, 2023.
| VYNE THERAPEUTICS INC. | ||
| By: | /s/ David Domzalski | |
| Name: | David Domzalski | |
| Title: | President and Chief Executive Officer | |