VYNE and Yarrow Enter Merger Agreement, Expected to Close in 2026

VYNE Therapeutics and Yarrow Bioscience entered into a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the Merger, the combined company expects to operate as Yarrow Bioscience, Inc. and trade on Nasdaq under the ticker symbol "YARW". Following completion of the Merger, the combined company plans to focus on advancing YB-101, a clinical-stage, potentially first-in-class TSHR antibody for the treatment of GD and TED. In support of the Merger, a syndicate of healthcare investors led by RTW Investments, with participation from OrbiMed, Janus Henderson Investors, venBio Partners, Logos Capital, LifeSci Venture Partners and Perceptive Advisors, has committed to pre-closing financings in Yarrow totaling approximately $200M in cash proceeds. The combined company's cash balance at closing is expected to fund operations into 2028, including the advancement of the combined company's lead program YB-101, into a Phase 1b/2b trial in patients with GD, which is expected to be conducted in the United States and other territories. Phase 1b data is expected in the second half of 2027. In parallel, a Phase 1 trial, which is being conducted by licensing partner GenSci, is evaluating the safety and efficacy of YB-101 in patients with TED in China. Prior to closing, VYNE expects to declare a cash dividend to pre-Merger VYNE stockholders to distribute excess net cash, which is expected to be approximately $14.5M to $16.5M. Under the terms of the merger agreement, the pre-Merger VYNE stockholders are expected to own approximately 3% of the combined company, and the pre-Merger Yarrow stockholders are expected to own approximately 97% of the combined company, which is subject to adjustment in accordance with the definitive merger agreement. The Merger has received unanimous approval by the boards of directors of both companies and is expected to close in the second quarter of 2026, subject to certain closing conditions, including, among other things, approval by the stockholders of each company, the effectiveness of a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission to register the securities to be issued in connection with the Merger and the satisfaction of other customary closing conditions. The combined company will be named "Yarrow Bioscience, Inc." and be led by Rebecca Frey, Yarrow's CEO and a member of Yarrow's board of directors. In addition, Lori Payton, Ph.D. is joining Yarrow's management team as Chief Development Officer.