Item 1.01 - Entry into a Material Definitive Agreement

On March 15, 2022, VYNE Therapeutics Inc., a Delaware corporation referred to herein as we, us, our or the Company, entered into a purchase agreement, or the Purchase Agreement, with Lincoln Park Capital Fund, LLC, or Lincoln Park, which provides that, upon the terms and subject to the conditions and limitations set forth therein, we have the right, but not the obligation, to sell to Lincoln Park up to $30,000,000 of shares of our common stock, or the Purchase Shares, from time to time over the 36-month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, we also entered into a registration rights agreement with Lincoln Park, or the Registration Rights Agreement, pursuant to which we agreed to register the sale of the shares of our common stock that have been and may be issued to Lincoln Park under the Purchase Agreement pursuant to our existing shelf registration statement on Form S-3 or a new registration statement. Lincoln Park has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock.

After the Commencement Date (as defined below), on any business day selected by us, we may direct Lincoln Park to purchase up to 200,000 shares of our common stock on such business day (or the purchase date), which we refer to as a Regular Purchase, provided, however, that (i) a Regular Purchase may be increased to up to 300,000 shares if the closing sale price of our common stock on Nasdaq is not below $0.75 on the applicable purchase date and (ii) a Regular Purchase may be increased to up to 400,000 shares if the closing sale price of our common stock on Nasdaq is not below $1.00 on the applicable purchase date. We may direct Lincoln Park to purchase shares in Regular Purchases as often as every business day.

The purchase price per share for each such Regular Purchase will be equal to the lesser of:





   •  the lowest sale price for our common stock on Nasdaq on the purchase date
      of such shares; and

   •  the average of the three lowest closing sale prices for our common stock on
      Nasdaq during the 10 consecutive business days prior to the purchase date
      of such shares.

In addition, we may also direct Lincoln Park, on any business day on which we have submitted a Regular Purchase notice for the maximum amount allowed for such Regular Purchase, to purchase an additional amount of our common stock, which we refer to as an Accelerated Purchase, of up to the lesser of:





   •  three times the number of shares purchased pursuant to such Regular
      Purchase; and

   •  30% of the aggregate shares of our common stock traded on Nasdaq during all
      or, if certain trading volume or market price thresholds specified in the
      Purchase Agreement are crossed on the applicable Accelerated Purchase date,
      the portion of the normal trading hours on the applicable Accelerated
      Purchase date prior to such time that any one of such thresholds is
      crossed, which period of time on the applicable Accelerated Purchase date
      we refer to as the "Accelerated Purchase Measurement Period".

The purchase price per share for each such Accelerated Purchase will be equal to 96% of the lower of:





   •  the volume-weighted average price of our common stock on Nasdaq during the
      applicable Accelerated Purchase Measurement Period on the applicable
      Accelerated Purchase date; and

   •  the closing sale price of our common stock on Nasdaq on the applicable
      Accelerated Purchase date.

We may also direct Lincoln Park on any business day on which an Accelerated Purchase has been completed and all of the shares to be purchased thereunder have been delivered to Lincoln Park in accordance with the Purchase Agreement, to purchase an additional amount of our common stock, which we refer to as an Additional Accelerated Purchase, of up to the lesser of:





   •  three times the number of shares purchased pursuant to the applicable
      corresponding Regular Purchase; and

   •  30% of the aggregate shares of our common stock traded on Nasdaq during a
      certain portion of the normal trading hours on the applicable Additional
      Accelerated Purchase date as determined in accordance with the Purchase
      Agreement, which period of time on the applicable Additional Accelerated
      Purchase date we refer to as the Additional Accelerated Purchase
      Measurement Period.




                                       2

We may, in our sole discretion, submit multiple Additional Accelerated Purchase notices to Lincoln Park on a single Accelerated Purchase date, provided that all prior Accelerated Purchases and Additional Accelerated Purchases (including those that have occurred earlier on the same day) have been completed and all of the shares to be purchased thereunder have been properly delivered to Lincoln Park in accordance with the Purchase Agreement.

The purchase price per share for each such Additional Accelerated Purchase will be equal to 96% of the lower of:





   •  the volume-weighted average price of our common stock on Nasdaq during the
      applicable Additional Accelerated Purchase Measurement Period on the
      applicable Additional Accelerated Purchase date; and

   •  the closing sale price of our common stock on Nasdaq on the applicable
      Additional Accelerated Purchase date.

In the case of Regular Purchases, Accelerated Purchases and Additional Accelerated Purchases, the purchase price per share will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the business days used to compute the purchase price.

The Purchase Agreement prohibits the Company from directing Lincoln Park to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Lincoln Park (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in Lincoln Park beneficially owning more than 9.99% of the then total outstanding shares of common stock.

Pursuant to the terms of the Purchase Agreement, on March 15, 2022, we are issuing 1,667,593 shares of our common stock, which we refer to as the Commitment Shares, to Lincoln Park as consideration for its commitment to purchase shares of our common stock under the Purchase Agreement.

Under applicable rules of Nasdaq, in no event may we issue or sell to Lincoln Park under the Purchase Agreement shares of our common stock, including the Commitment Shares, in excess of 11,227,637 shares, which is equal to 19.99% of the shares of our common stock outstanding immediately prior to the execution of the Purchase Agreement, or the Exchange Cap, unless (i) we obtain stockholder approval to issue shares of our common stock in excess of the Exchange Cap or (ii) the average price of all applicable sales of our common stock to Lincoln Park under the Purchase Agreement equals or exceeds $0.545 per share (which represents the average of the official closing prices of our common stock on Nasdaq for the five trading days immediately preceding the signing of the Purchase Agreement), such that the transactions contemplated by the Purchase Agreement are exempt from the Exchange Cap limitation under applicable Nasdaq rules. In any event, the Purchase Agreement specifically provides that we may not issue or sell any shares of our common stock under the Purchase Agreement if such issuance or sale would breach any applicable rules or regulations of the Nasdaq.

The Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. Sales under the Purchase Agreement may commence only after certain conditions have been satisfied, the date on which all requisite conditions have been satisfied is referred to herein as the Commencement Date, which conditions include the delivery to Lincoln Park of a prospectus supplement covering the shares of our common stock issued or sold by us to Lincoln Park under the Purchase Agreement, approval for listing on Nasdaq Global Select Market of the shares of our common stock issued or sold by us to Lincoln Park under the Purchase Agreement, the issuance of the Commitment Shares to Lincoln Park under the Purchase Agreement, and the receipt by Lincoln Park of a customary opinion of counsel and other certificates and closing documents. The Purchase Agreement may be terminated by us at any time, at our sole discretion, without any cost or penalty, however, the Commitment Shares will not be returned to the Company. There are no limitations on use of proceeds, financial or business covenants, restrictions on future financings (other than restrictions on our ability to enter into additional "equity line" or similar transactions whereby an investor is irrevocably bound to purchase securities over a period of time from us at a price based on the market price of our common stock at the time of such purchase), rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. We may deliver Purchase Notices under the Purchase Agreement, subject to market conditions, and in light of our capital needs from time to time and under the limitations contained in the Purchase Agreement. Any proceeds that we receive under the Purchase Agreement are expected to be used for working capital and general corporate purposes.





                                       3
. . .

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 14, 2022, the Company named Tyler Zeronda as the Chief Financial Officer and Treasurer of the Company effective immediately. Mr. Zeronda, 36, has been serving as the Company's Interim Chief Financial Officer and Treasurer since June 2021. Prior to his appointment as Interim Chief Financial Officer, Mr. Zeronda served as Vice President of Finance of the Company. Mr. Zeronda is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Securities and Exchange Commission Regulation S-K. In connection with his appointment, Mr. Zeronda will be entitled to annual base compensation of $340,000 and a target bonus of 40% of base salary.

Forward-Looking Statements

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements about the potential offering of securities under the Purchase Agreement, and other statements containing the words "expect," "intend," "may," "will," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including the uncertainties related to market conditions, uncertainties inherent in the conduct of ongoing and planned future clinical trials, and such other factors as are set forth in the risk factors detailed in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 4, 2021, as amended by Amendment No. 1 to the Annual Report on Form 10-K, filed with the SEC on April 20, 2021, and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 10, 2021, in each case under the heading "Risk Factors." In addition, the forward-looking statements included in this Current Report on Form 8-K represent our views as of the date hereof. We anticipate that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we specifically disclaim any obligation to do so except as required by law. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date hereof.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit
Number                               Exhibit Description
  5.1        Opinion of Cooley LLP.
  10.1       Purchase Agreement, dated as of March 15, 2022, by and between the
           Company and Lincoln Park.
  10.2       Registration Rights Agreement, dated as of March 15, 2022, by and
           between the Company and Lincoln Park.
  23.1       Consent of Cooley LLP (contained in Exhibit 5.1).
  104      The cover page from VYNE Therapeutics Inc.'s Form 8-K filed on
           March 15, 2022, formatted in Inline XBRL.




                                       4

© Edgar Online, source Glimpses