Item 2.02. Results of Operations and Financial Condition.
The information included in Item 8.01 of this Current Report on Form 8-K is
incorporated in this Item 2.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 12, 2023, VYNE Therapeutics Inc. (the "Company") convened a special
meeting of stockholders (the "Special Meeting") to adopt and approve a proposed
amendment to the Company's Amended and Restated Certificate of Incorporation and
authorize the Board of Directors of the Company (the "Board"), in its sole
discretion, to effect a reverse stock split of the outstanding shares of common
stock of the Company (the "Common Stock") at any time on or before the one year
anniversary of the Special Meeting, at a reverse stock split ratio ranging from
1-for-10 to 1-for-25, as determined by the Board at a later date (the "Reverse
Stock Split Proposal").
At the Special Meeting, the stockholders voted on the Reverse Stock Split
Proposal, which is described as Proposal 1 in the Company's definitive proxy
statement filed with the Securities and Exchange Commission on November 25, 2022
(the "Proxy Statement"), and a proposal to adjourn the Special Meeting if
necessary to solicit additional proxies if there are insufficient votes to adopt
the Reverse Stock Split Proposal, as described in Proposal 2 in the Proxy
Statement (the "Adjournment Proposal," and together with the Reverse Stock Split
Proposal, the "Proposals"). Each of the 58,035,827 shares of Common Stock
outstanding on the record date for the Special Meeting and present either by
attendance or by proxy was entitled to one vote per share on the Proposals, and
each of the 3,000 shares of Series A Preferred Stock of the Company ("Series A
Preferred"), constituting 100% of the outstanding shares of Series A Preferred,
outstanding on the record date for the Special Meeting, all of which were
present by proxy at the Special Meeting, were entitled to 1,000,000 votes per
share with respect to the Proposals. As described in the Proxy Statement, shares
of Series A Preferred may only vote on the Proposals, vote with the Common Stock
as a single class, and are, to the extent cast, voted in the same proportion as
the aggregate shares of Common Stock (excluding abstentions and any shares of
Common Stock that are not voted) are voted on the Proposals.
The following is a summary of the voting results:
Proposal 1: Reverse Stock Split Proposal. With respect to the shares of Common
Stock present in person or by proxy at the Special Meeting, votes "For" were
24,230,441; votes "Against" were 3,711,239; votes abstaining or withheld were
204,263, and there were no broker non-votes. Including the votes of the Series A
Preferred, voting results were as follows:
Votes For Votes Against Abstentions / Withheld
2,625,767,750 402,173,930 204,263
The Reverse Stock Split Proposal was approved.
Proposal 2: Adjournment Proposal. With respect to the shares of Common Stock
present in person or by proxy at the Special Meeting, votes "For" were
24,029,283; votes "Against" were 3,693,414; votes abstaining or withheld were
423,246, and there were no broker non-votes. Including the votes of the Series A
Preferred, voting results were as follows:
Votes For Votes Against Abstentions / Withheld
2,624,348,039 403,374,658 423,246
The Adjournment Proposal was approved.
Item 7.01. Regulation FD Disclosure.
On January 12, 2023, the Company delivered a notice of redemption to the holder
of the Series A Preferred. The Series A Preferred will be redeemed on
January 17, 2023 (the "Redemption Date") for an aggregate of $360,000 to be paid
to the sole holder of the Series A Preferred. On the Redemption Date, the
Company will file a Certificate of Elimination (the "Certificate") with the
Secretary of State of the State of Delaware with respect to the Series A
Preferred. The Certificate will (i) eliminate the previous designation of 3,000
shares of Series A Preferred from the Company's Amended and Restated Certificate
of Incorporation and (ii) cause such shares of Series A Preferred to resume
their status as authorized but unissued and non-designated shares of preferred
stock.
Item 8.01. Other Events.
On January 12, 2023, the Company received the $5.0 million deferred payment from
Journey Medical Corporation pursuant to the Asset Purchase Agreement, dated as
of January 12, 2022. As of December 31, 2022, the Company had approximately
$35.9 million of cash and cash equivalents on a pro forma basis after giving
effect to the receipt of this deferred payment. The preliminary financial
information set forth in this Current Report on Form 8-K is unaudited and
subject to the completion of the Company's audit process and is subject to
change. The estimated preliminary results included in this report should not be
viewed as a substitute for the Company's annual financial statements prepared in
accordance with U.S. generally accepted accounting principles.
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