Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2020, the Board of Directors (the "Board") of VYNE Therapeutics
Inc. (the "Company") appointed Mr. Patrick G. LePore to serve as a director of
the Company, effective as of September 10, 2020, for a term continuing to the
Company's 2021 Annual Meeting. Mr. LePore has not been appointed to serve on any
committees of the Board at this time. The Board has determined that Mr. LePore
satisfies the definition of an "independent director" under the Nasdaq Stock
Market listing standards and applicable U.S. Securities and Exchange Commission
("SEC") rules.
Mr. LePore, 65, served as Chairman, Chief Executive Officer and President of Par
Pharmaceutical Companies, Inc. until its sale to affiliates of TPG Capital in
2012. He remained as chairman of the company through its sale to Endo
International in 2015. He began his career with Hoffmann-LaRoche. He later
founded Boron, LePore & Associates, a medical communications company, which he
took public in 1997 and was eventually sold to Cardinal Health in 2002. Mr.
LePore is currently Chairman of the Board of Lannett Co. Inc., Vice Chair of
Matinas BioPharma and is a trustee of Villanova University. He previously served
on the boards of PharMerica and Innoviva. Mr. LePore earned a bachelor's degree
from Villanova University and a Master of Business Administration from Farleigh
Dickinson University.
Mr. LePore will receive the standard director compensation that the Company
provides to its non-employee directors pursuant to its director compensation
policy as described in the Company's Definitive Proxy Statement on Schedule 14A
filed with the SEC on June 22, 2020, prorated from the commencement of his
service on the Board. Mr. LePore was not appointed as a director pursuant to any
arrangements or understandings with the Company or with any other person, and
there are no related party transactions between Mr. LePore and the Company that
would require disclosure under Item 404(a) of Regulation S-K.
On September 14, 2020, the Company issued a press release announcing the
appointment of Mr. LePore. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 7.01. Regulation FD Disclosure.
Members of management of the Company intend to use the investor presentation
attached hereto as Exhibit 99.2 at the H.C. Wainwright 22nd Annual Global
Investment Conference on September 14, 2020 and the Cantor Fitzgerald Virtual
Global Healthcare Conference on September 16, 2020.
The information in this Item 7.01 and Exhibit 99.2 hereto is being furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liability of that section, nor shall they be deemed incorporated by
reference in any of the Company's filings under the Securities Act of 1933, as
amended, or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated September 14, 2020.
99.2 Investor Presentation, dated September 2020.
104 Cover Page Interactive Date File (embedded within the Inline XBRL
document).
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