What changed in this filing

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Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-01 · 171 added, 106 removed, 746 unchanged (27% of the section changed)

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ITEM 9B - OTHER INFORMATION

Entry into New ATM Sales Agreement

On March 1, 2024, we entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC, as sales agent (“Cowen”) under which we may offer and sell, from time to time at our sole discretion, shares of our common stock, par value $0.0001 per share (the “Common Stock”), through Cowen.

Pursuant to the Sales Agreement, sales of the Common Stock, if any, will be made pursuant to a Registration Statement on Form S-3 that we plan to file and have declared effective.

We will file a prospectus supplement for the offer and sale of our Common Stock pursuant to the Sales Agreement having an aggregate offering price of up to $50,000,000.

Subject to the terms and conditions of the Sales Agreement, Cowen may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended.

Cowen will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from us, including any price, time or size limits or other customary parameters or conditions we may impose.

We will pay Cowen a commission of three percent (3.0%) of the gross sales proceeds of any Common Stock sold under the Sales Agreement, and we have provided Cowen with certain indemnification rights.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10.3 to this Annual Report on Form 10-K.

This Annual Report on Form 10-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Termination of Prior ATM Sales Agreement

On February 27, 2024, we provided notice to Cantor Fitzgerald & Co.

(“Cantor”) to terminate the Controlled Equity Offering Sales Agreement (the “Prior Sales Agreement”), dated August 12, 2021, with Cantor, pursuant to which we could from time to time sell shares of our common stock through Cantor as sales agent.

We cannot make any future sales of our Common Stock pursuant to the Prior Sales Agreement.

ITEM 9C - DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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Domzalski’s tenure with Foamix began in 2014 when he served as President of its U.S.

From 2009 to 2013, Mr.

Prior to that, Mr.

Domzalski was the Vice President of Sales and Marketing at LEO Pharma, Inc.

from 2009 to 2013.

Domzalski holds a B.A.

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Tyler Zeronda was appointed as our Chief Financial Officer and Treasurer in March 2022 and previously served as our Interim Chief Financial Officer and Treasurer beginning in June 2021.

Zeronda has been responsible for all finance activities related to our commercial operations, financial planning, treasury, risk management and supply chain matters.

Zeronda joined Foamix in April 2019, and from the closing of the Merger in 2020 until June 2021, Mr.

Zeronda served as our Vice President of Finance.

From 2013 until April 2019, Mr.

From 2013 to April 2019, Mr.

Zeronda held positions of increasing responsibility in finance at the publicly held company Aerie Pharmaceuticals Inc., culminating in his role as Director of Finance.

Zeronda was previously employed at the accounting firm Ernst & Young LLP where he focused on assurance services for companies in the healthcare industry.

Zeronda received his Master of Science in accounting from the University of Virginia.

Prior to joining Aerie, Mr.

Zeronda was employed at the accounting firm Ernst & Young LLP where he focused on assurance services for companies in the healthcare industry.

Zeronda received his M.S.

in accounting from the University of Virginia.

He holds a B.A.

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Iain Stuart, Ph.D.

has served as our Chief Scientific Officer since the closing of the Merger, having previously served as Foamix’s Chief Scientific Officer since January 2019, Senior Vice President of Research & Development from 2017 to January 2019 and Vice President of Clinical Development from 2016 to 2017.

has served as our Chief Scientific Officer since the closing of the Merger.

From January 2019 until the closing of the Merger in 2020, Dr.

Stuart served as Foamix’s Chief Scientific Officer, Senior Vice President of Research & Development from 2017 to January 2019 and Vice President of Clinical Development from 2016 to 2017.

Prior to joining Foamix, Dr.

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Mutya Harsch has served as our Chief Legal Officer, General Counsel and Secretary since the closing of the Merger, having previously served with Foamix since 2018, most recently as General Counsel and Chief Legal Officer.

Harsch has over 20 years of legal experience, previously holding positions as Special Counsel, Mergers & Acquisitions at Cooley LLP from 2015 to 2017 and as a corporate lawyer at Davis Polk & Wardwell from 2005 to 2015.

From October 2021 to June 2023, she served on the board of directors of the publicly held company Satsuma Pharmaceuticals Inc.

Harsch previously held positions as Special Counsel, Mergers & Acquisitions at Cooley LLP from 2015 to 2017 and as a corporate lawyer at Davis Polk & Wardwell from 2005 to 2015.

From October 2021 to June 2023, she served on the board of directors of the

publicly held company Satsuma Pharmaceuticals Inc.

Harsch received her J.D.

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Non-Employee Directors

Sharon Barbari has served on our Board since the closing of the Merger, having previously served as a director of Foamix since January 2019.

Sharon Barbari has served on our Board since the closing of the Merger, having previously served as a director of Foamix from January 2019 to the closing of the Merger in 2020.

From 2004 to 2017, Ms.

Barbari served as Chief Financial Officer at Cytokinetics.

From 2002 to 2004, she served as as Chief Financial Officer and Senior Vice President of Finance and Administration at InterMune.

From 2002 to 2004, she served as Chief Financial Officer and Senior Vice President of Finance and Administration at InterMune.

From 1998 to 2002, she served in senior financial roles at Gilead Sciences, including as Chief Financial Officer.

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She began her career at Syntex Corporation/Roche Pharmaceuticals, where she held various roles of increasing responsibility from 1972 to 1996.

Barbari currently serves on the board of directors of the publicly held company Agile Therapeutics.

Barbari served on the board of directors of the publicly held company Agile Therapeutics from June 2020 until its merger with Exeltis Project, Inc., a U.S.

subsidiary of Insud Pharma, S.L., in August 2024.

She previously was a board member for the Association of Bioscience Finance Officers Northern California Chapter, Phytogen Life Sciences and Sonoma Pharmaceuticals.

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Steven Basta has served on our Board since 2015.

He served with Menlo as our President and Chief Executive Officer from 2015 until the closing of the Merger.

Basta served with Menlo as our President and Chief Executive Officer from 2015 until the closing of the Merger.

Basta has served as the Chief Executive Officer of SaNOtize Research and Development Corp.

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Basta served as Chief Executive Officer of BioForm Medical, a publicly held medical aesthetics company acquired by Merz, and from 2010 to 2011 served as Chief Executive Officer of its successor Merz Aesthetics.

He has served on the board of DermBiont, Inc., a privately held pharmaceutical company, since 2020.

Basta has served as chairman of the board of directors of Illumisonics, a privately held company, since November 2023.

He has served on the board of DermBiont, Inc., a privately held pharmaceutical company, since 2020, and has served as chairman of the board of directors of Illumisonics, a privately held company, since November 2023.

Basta served as a director of the publicly held company Viveve Medical from 2018 until March 2023, including as Chairman of the Board beginning in January 2019.

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has served on our Board since January 2024.

Borowski has served as Vice President at Access Industries, Inc.

(“Access Bio”) since January 2022 and previously served as Senior Associate at Access Bio beginning in July 2019.

Borowski has served as Principal at Access Biotechnology since January 2024, and previously served as Vice President (from January 2022) and Senior Associate (from July 2019) at Access Biotechnology.

Prior to that, Dr.

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in Immunology from Harvard University, and completed her postdoctoral work on natural killer T cell development at the University of Chicago.

Borowski was appointed to the Board in connection with Access Bio's equity investment in our company's in November 2023.

Borowski was appointed to the Board in connection with Access Biotechnology's equity investment in the Company in November 2023.

We believe Dr.

Borowski is qualified to serve on our Board because of her expertise in immunology and extensive experience in the biopharmaceutical industry.

Anthony Bruno has served on our Board since the closing of the Merger, having previously served as a director of Foamix since 2018.

Anthony Bruno has served on our Board since the closing of the Merger, having previously served as a director of Foamix from 2018 to the closing of the Merger in 2020.

Prior to his retirement in 2018, Mr.

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from 2006 until its acquisition by private equity investor TPG Capital in 2012.

He remained as chairman of the new company where he led the sale of the company to Endo Phamaceuticals in 2015.

He remained as chairman of the new company where he led the sale of the company to Endo Pharmaceuticals in 2015.

LePore began his career with Hoffmann-LaRoche.

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Within the past five years, Mr.

LePore served as Chairman of the Board of the publicly held pharmaceutical company Lannett Company, Inc and as a director of the publicly held companies Matinas BioPharma Holdings, Inc., PharMerica Corporation and Innoviva, Inc.

LePore served as Chairman of the Board of the publicly held pharmaceutical company Lannett Company, Inc and as a director of the publicly held companies

Matinas BioPharma Holdings, Inc., PharMerica Corporation and Innoviva, Inc.

He also previously served as a trustee of Villanova University, from which he holds a bachelor’s degree.

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Sandoval Little began her career in research and development at Johnson & Johnson’s Ethicon division.

Sandoval Little currently serves on the board of directors of the publicly held company PROCEPT BioRobotics Corporation and previously served on the board of directors of the publicly held company Satsuma Pharmaceuticals from May 2019 until June 2023 and the publicly held company Intersect ENT, Inc.

Sandoval Little currently serves on the board of directors of the publicly held company PROCEPT BioRobotics Corporation and the privately held company Feldan Therapeutics, and previously served on the board of directors of the publicly held company Satsuma Pharmaceuticals from May 2019 until June 2023 and the publicly held company Intersect ENT, Inc.

from April 2021 until its acquisition by Medtronic plc in May 2022.

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The Compensation Committee periodically evaluates the performance of our Company, and where appropriate, our officers, in light of the goals and objectives it has established, and determines and approves, or may recommend to the Board to approve, the bonus award, if any, payable to these officers.

The Compensation Committee may establish compensation and make bonus awards to our chief executive officer directly or may make recommendations to the Board regarding compensation and bonus awards payable to our chief executive officer.

The Compensation Committee may establish compensation and make bonus awards to our chief executive officer directly or may make

recommendations to the Board regarding compensation and bonus awards payable to our chief executive officer.

Our Compensation Committee also reviews director compensation and makes recommendations to the Board regarding director compensation.

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Our Nominating and Corporate Governance Committee is responsible for making recommendations to our Board regarding candidates for directorships and the size and composition of our Board.

In addition, the Nominating and Corporate Governance

Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters.

In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance policies and reporting and making recommendations to our Board concerning governance matters.

The current members of our Nominating and Corporate Governance Committee are Dr.

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• whether the candidate has the time required for preparation, participation and attendance at Board meetings and committee meetings, if applicable.

Currently, our Nominating and Corporate Governance Committee and Board evaluate each individual in the context of the Board as a whole, with the objective of assembling a group that can best maximize the success of the business and represent stockholder interests through the exercise of sound judgment using its diversity of experience in these areas.

stockholder interests through the exercise of sound judgment using its diversity of experience in these areas.

The Nominating and Corporate Governance Committee will consider individuals who are properly proposed by stockholders to serve on the Board in accordance with laws and regulations established by the SEC and the Nasdaq listing requirements, our bylaws and applicable corporate law, and make recommendations to the Board regarding such individuals based on the established criteria for members of our Board.

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The reference to our web address does not constitute incorporation by reference of the information contained at or available through our website.

Prohibition on Margin Accounts and Hedging and Similar Transactions

Our employees and directors are subject to an insider trading policy that, among other things, prohibits them from holding our securities in a margin account or pledging our securities as collateral for a loan.

In addition, our insider trading policy prohibits

employees and directors from engaging in put or call options, short selling, or similar hedging activities involving our stock.

Insider Trading Policy and Prohibition on Margin Accounts and Hedging and Similar Transactions

Our employees and directors are subject to an insider trading policy.

This policy governs the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers and employees that is designed to promote compliance with insider trading laws, rules and regulations, as well as procedures designed to further the foregoing purposes.

In addition, it is the Company’s intent to comply with applicable laws and regulations relating to insider trading.

This policy also prohibits directors, officers and employees from holding our securities in a margin account or pledging our securities as collateral for a loan.

In addition, our insider trading policy prohibits employees and directors from engaging in put or call options, short selling, or similar hedging activities involving our stock.

We prohibit these transactions because they may reduce the individual’s incentive to improve our performance, focus the individual on short-term performance at the expense of long-term objectives, and misalign the individual’s interests with those of our stockholders generally.

The policy is filed as an exhibit to this Annual Report on Form 10-K.

ITEM 11 - EXECUTIVE COMPENSATION

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Name and Principal Position

Bonus ($) (1)

Non-equity Incentive Compensation ($)(1)

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2024 443,280 — 167,560 145,625 121,250 13,800 891,515

168,869 253,302 168,750 139,375 13,200 1,126,090

Chief Legal Officer, General Counsel and Secretary

2023 382,594 (5)

The amounts reported in this column for 2023 reflect cash retention payments made to each officer upon the achievement of certain milestones.

See "—Narrative Disclosure to Summary Compensation Table—2023 Retention Payments" for additional discussion regarding these payments.

168,869 253,302 168,750 139,375 13,200 1,126,090

(1) The amounts reported in this column reflect cash bonuses earned pursuant to the achievement of our corporate objectives for the applicable year.

See “Narrative Disclosure to Summary Compensation Table—Non-Equity Incentive Plan Compensation” for additional discussion regarding the 2024 cash bonuses.

(2) Represents the grant date fair value of the restricted stock units and stock options granted in accordance with ASC 718.

The assumptions used in calculating the grant date fair values are set forth in Note 13 to the financial statements included in this Annual Report on Form 10-K.

The assumptions used in calculating the grant date fair values are set forth in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K.

(3) Reflects employer matching contributions to each individual's 401(k) plan.

Harsch was on a reduced schedule from July 2023 through August 2023.

During such time, Ms.

Harsch maintained her responsibilities as Chief Legal Officer, General Counsel and Secretary of the Company and was paid 25% of her base salary for the period.

Narrative Disclosure to Summary Compensation Table

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Annual Base Salary

The base salary for each of our NEOs remained unchanged from 2022 through 2023.

The base salary for Mr.

Domzalski, our CEO, remained unchanged from 2023 through 2024 and 2025.

Domzalski's annual base salary for 2025 remains $637,560.

For 2024, Dr.

Stuart’s annual base salary increased from $421,811 in 2023 to $455,555 in 2024.

For 2024, Ms.

Harsch’s annual base salary increased from $422,172 in 2023 to $443,280 through 2024.

Harsch was on a reduced schedule from July 2023 through August 2023.

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Harsch's annual base salaries for 2025 are $471,499 and $458,795, respectively.

Domzalski's annual base salary for 2024 remains $637,560.

Non-Equity Incentive Plan Compensation

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Each of our NEOs has a maximum bonus opportunity equal to 200% of their target bonus.

For the 2023 bonuses, the corporate performance objectives included the advancement of our biotech strategy and the achievement of certain research and development, business development and financial objectives.

In February 2024, our Compensation Committee assessed the level of achievement of corporate and individual performance objectives and considered, among other things, the achievement of proof-of-concept data in the Phase 1b trial of VYN201 for vitiligo and the successful recapitalization of our organization as a result of the Private Placement.

In addition, the Compensation Committee determined that Dr.

For the 2024 bonuses, the corporate performance objectives included the advancement of our biotech strategy through organic development of existing products and opportunistic transactions and partnerships.

The corporate objectives also included the achievement of certain research and development and financial objectives.

In February 2025, our Compensation Committee assessed the level of achievement of corporate and individual performance objectives and considered, among other things, the increase in our share price and the improved strength of our management team and board through the hiring of additional research and development colleagues and the addition of Ms.

Borowski to our Board of Directors.

In addition, the Compensation Committee considered the level of achievement of certain milestones related to repibresib gel including the initiation of the Phase 2b trial and the completion of enrollment of subjects with NSV in the trial.

The Compensation Committee also considered the advancement of VYN202 including the clearance of our IND and successful completion of the Phase 1a SAD/MAD trial in healthy volunteers.

The Compensation Committee also determined that Dr.

Stuart and Ms.

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Harsch 94.5% of their respective target bonus.

The actual bonus amounts paid are reflected in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table above.

The actual bonus amounts paid for 2024 are reflected in the “Non-Equity Incentive Compensation” column of the Summary Compensation Table above.

We maintain a tax‑qualified retirement plan that provides eligible U.S.

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We do not provide our NEOs with perquisites or other personal benefits, other than the retirement, health and welfare benefits that apply uniformly to all of our employees.

2023 Retention Payments

On March 9, 2023, the Compensation Committee approved cash retention payments for all of our employees, including the NEOs.

In making its decision, the Compensation Committee, in consultation with F.W.

Cook, considered (i) the limited number of employees remaining at the Company and the increase in each employee's responsibilities;

(ii) the impact of the loss of any employee, especially members of management, on our ability to execute corporate objectives for 2023;

and (iii) the limited number of shares available for grant under the 2018 Plan and 2019 Plan at such time.

After considering the foregoing, the Compensation Committee approved a cash retention plan with the goal of encouraging the retention of employees through expected milestone events in 2023.

Each of our employees, including each of our NEOs, was eligible to receive a cash payment equal to 100% of their target annual bonus (the "Retention Payment") over a period of time in order to maintain the continuity of business operations.

One-third of the applicable Retention Payment was payable only upon the achievement of each of the following milestones, subject to the individual's remaining in our continuous service through each payment date:

(i) the receipt of positive results from our Phase 1b clinical trial for VYN201 and (ii) the achievement of certain financing objectives.

The remaining one-third of the Retention Payment was payable if the employee remained in our continuous service through December 31, 2023.

All milestones were achieved in 2023, and each NEO remained employed by us on December 31, 2023.

As a result, the full Retention Payment was earned and is set forth in the "Bonus" column of the Summary Compensation Table above.

Equity-Based Awards

Since December 2023, equity-based awards to our NEOs have been made under our 2023 Plan.

The equity-based incentive awards granted to our NEOs are designed to align the interests of our NEOs with those of our stockholders.

Generally, the vesting of equity awards is tied to each officer’s continuous service with us and serves as an additional retention measure.

Our executives generally are awarded an initial new hire grant upon commencement of employment.

Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.

On December 11, 2023, the Compensation Committee approved the grant of restricted stock units and options to our employees under our 2023 Plan, including members of management, for both 2023 and 2024.

The Compensation Committee determined that such grants were appropriate to provide long-term incentives that align the interests of the Company’s employees with the interests of stockholders.

In making its decision, the Compensation Committee considered:

(i) that our employees were not previously awarded equity compensation in the first quarter of 2023, consistent with past practice;

(ii) that the ownership percentage in the Company for our Chief Executive Officer, the Chief Financial Officer and other NEOs based on total shares outstanding (inclusive of shares underlying pre-funded warrants) was significantly lower than ownership percentages for such officers at peer companies;

(iii) given the small size of our workforce, the impact of the loss of any employee, especially members of management, on our ability to execute our corporate objectives for 2024 and beyond;

and (iv) our recent financing activities and the increased total number of shares outstanding, inclusive of shares underlying the pre-funded warrants that were issued to shareholders in the private placement.

Domzalski, the Compensation Committee approved the grant of 225,000 restricted stock units and options to purchase 225,000 shares with a grant date of December 13, 2023, and a grant of 225,000 restricted stock units and options to purchase

225,000 shares with a grant date of January 1, 2024.

For each of Ms.

Harsch and Dr.

Stuart, the Compensation Committee approved the grant of 62,500 restricted stock units and options to purchase 62,500 shares with a grant date of December 13, 2023, and a grant of 62,500 restricted stock units and options to purchase 62,500 shares with a grant date of January 1, 2024.

These equity awards vest over a four-year period, with 25% vesting on the first anniversary of the last day of the quarter in which the grant was made, and 6.25% vesting every quarter thereafter, in each case, subject to the executive’s continued service to the Company through the vesting date.

The exercise price for each option is the closing price of our common stock on the applicable grant date.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth all outstanding equity awards held by each of the NEOs as of December 31, 2023.

The following table sets forth all outstanding equity awards held by each of our NEOs as of December 31, 2024.

Option Awards

Grant Date (1)

Number of Securities Underlying Unexercised Options Exercisable

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12/13/2023 15,625 46,875 (3) 2.70 12/13/2033 46,875 (3) 157,031

1/1/2024 — 62,500 (4) 2.33 1/1/2034 62,500 (4) 209,375

Mutya Harsch 2/27/2018 1,250 — 254.16 2/27/2028 — —

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12/13/2023 15,625 46,875 (3) 2.70 12/13/2033 46,875 (3) 157,031

Equity awards vest over a four year period, with 25% vesting on the first anniversary of the last day of the quarter in which the grant was made, and 6.25% every quarter thereafter.

1/1/2024 — 62,500 (4) 2.33 1/1/2034 62,500 (4) 209,375

(1) This award vested 25% on March 31, 2022, with 6.25% vesting every quarter thereafter through March 31, 2025, subject to the executive’s continuous service through each applicable vesting date.

(2) This award vested 25% on March 31, 2023, with 6.25% vesting every quarter thereafter through March 31, 2026, subject to the executive’s continuous service through each applicable vesting date.

(3) This award vested 25% on December 31, 2024, with 6.25% vesting every quarter thereafter through December 31, 2027, subject to the executive’s continuous service through each applicable vesting date.

(4) This award vests 25% on March 31, 2025, with 6.25% vesting every quarter thereafter through March 31, 2028, subject to the executive’s continuous service through each applicable vesting date.

(5) The market value is based on the closing price of our common stock on December 31, 2024.

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Domzalski’s employment are governed by his Offer Letter, dated as of March 25, 2020.

Domzalski’s annual base salary is currently $637,560.

Domzalski’s annual base salary is currentl y $637,560.

Domzalski is also eligible to receive an annual cash target bonus of 60% of his base salary, up to the maximum bonus opportunity allowable under the applicable annual bonus plan or program in effect from time to time (such maximum bonus opportunity currently being 200% of the target bonus), subject to the achievement of Company performance criteria determined by the Board or the Compensation Committee.

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“Good Reason” means (i) a material diminution in his base salary or target bonus (provided that failure to earn a bonus equal to or in excess of the target bonus by reason of failure to achieve applicable performance goals shall not be deemed Good Reason);

(ii) a material diminution of his position, responsibilities, duties or authorities from those in effect as of the effective

(ii) a material diminution of his position, responsibilities, duties or authorities from those in effect as of the effective date;

(iii) any change in reporting structure such that he is required to report to someone other than the Board;

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In addition, if Ms.

Harsch’s employment is terminated by us without Cause or she terminates her employment with Good Reason within the twelve month period after a Change of Control (as defined in the 2019 Plan), she will be entitled to receive a change of control payment equal to (i) one times the sum of her then current base salary plus her target bonus, (ii) her pro rata target bonus for the year of termination, and (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination, provided that our obligation under clause (iii) shall terminate on the earlier of (x) the date on which she enrolls in a group health plan offered by another employer and (y) the date on which she is no longer eligible for continuation coverage under COBRA.

on the earlier of (x) the date on which she enrolls in a group health plan offered by another employer and (y) the date on which she is no longer eligible for continuation coverage under COBRA.

In addition, in the event of such a termination, all of Ms.

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(ii) a material reduction in her target annual bonus opportunity;

(iii) a relocation of her principal place of employment by more than twenty-five (25) miles provided that such relocation increases her daily commute;

(iii) a relocation of her principal place of employment by more than 25 miles provided that such relocation increases her daily commute;

or (iv) an adverse change in her position, including title, reporting relationship(s), authority, duties or responsibilities, in each case subject to certain notice and cure periods.

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The policy adopted in November 2023 is filed as an exhibit to this Annual Report on Form 10-K.

Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

From time to time, we grant equity awards, including stock options, to our employees, including our named executive officers.

Historically,we have typically granted new-hire option awards on, or within the calendar quarter of, a new hire's employment start date and annual refresh employee option grants in the first quarter of each fiscal year, which refresh grants are typically approved at a regularly scheduled meeting of the Compensation Committee occurring in such quarter.

Also, non-employee directors receive automatic grants of initial and annual stock option awards, at the time of a director’s initial appointment or election to the board and at the time of each annual meeting of our stockholders, respectively, pursuant to our non-employee director compensation policy, as further described under the heading, “Director Compensation—Non-Employee Director Compensation Policy” below.

We do not otherwise maintain any written policies on the timing of awards of stock options, stock appreciation rights, or similar instruments with option-like features.

The Compensation Committee considers whether there is any material nonpublic information (“MNPI”) about our company when determining the timing of stock option grants and does not seek to time the award of stock options in relation to our public disclosure of MNPI.

We have not timed the release of MNPI for the purpose of affecting the value of executive compensation.

The following table is being provided pursuant to Item 402(x)(2) of Regulation S-K.

Number of securities underlying the award

Exercise price of the award ($/Sh)

Grant date fair value of the award

Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information

David Domzalski

January 1, 2024 225,000 $ 2.33 $ 436,500 1.3 %

January 1, 2024 62,500 $ 2.33 $ 121,500 1.3 %

(1) The option grants reported in this table were made two business days before the Company filed a Form 8-K under Item 5.02 reporting the previously disclosed appointment of Dr.

Christine Borowski as a non-employee director of the Company.

Director Compensation

Set forth below is a summary of the compensation paid to the non-executive members of the Board during 2023.

Non-Employee Director Compensation Policy

Our Board adopted a non-employee director compensation policy effective as of December 11, 2023.

Set forth below is a summary of the compensation paid to the non-executive members of the Board during 2024 pursuant to the policy.

Initial Equity Grants.

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We also reimburse all of our non-employee directors for their reasonable and customary business expenses incurred in connection with their service as a director.

None of our non-employee directors may receive cash and equity-based compensation (calculated based on grant date fair value) exceeding, in the aggregate, $750,000 in any calendar year.

None of our non-employee directors may receive cash and equity-based compensation (calculated based on grant date fair value) exceeding, in the aggregate, $750,000 in any calendar year or $1,000,000 in the calendar year a director is first appointed or elected to the Board.

One-Time Option Grant

On January 1, 2024, our Compensation Committee granted each non-executive director (except for Ms.

Borowski) a one-time option grant for 20,000 shares of our common stock, which will vest on January 1, 2025, subject to each director’s continuous service through such date.

The Compensation Committee granted these one-time awards following consultation with the Company’s independent compensation consultant, taking into consideration that all equity awards for directors were

significantly underwater and that in light of the Company’s recent financing (among other things), director stock ownership levels, based on the total shares outstanding inclusive of shares underlying pre-funded warrants, were well below the target levels for the Company’s peer companies.

Director Compensation Table

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49,425 76,200 125,625

Christine Borowski (3)

44,712 115,400 160,112

Anthony Bruno

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(2) Each of our non-employee directors was granted an option to purchase 20,000 shares of our common stock on December 12, 2024 at an exercise price of $2.40.

Borowski was appointed as a director, effective January 1, 2024.

The amount reported in the Option Awards column includes the grant date fair value of the initial grant made to Dr.

Borowski when she joined the Board.

As of December 31, 2024, our non-employee directors held the following equity awards:

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Sharon Barbari

Christine Borowski

Anthony Bruno

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The number of shares beneficially owned by each entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose.

Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days after February 14, 2024 through the exercise of any stock option, warrants or other rights.

exercise of any stock option, warrants or other rights.

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by that person.

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David Domzalski (5)

370,498 2.39 %

Mutya Harsch (6)

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Len Blavatnik controls AIM and holds a majority of the outstanding voting interests in AIH.

By virtue of the foregoing, each of Len Blavatnik, AIM and AIH may be deemed to have voting and

investment power over the Shares held by AI Biotechnology LLC.

By virtue of the foregoing, each of Len Blavatnik, AIM and AIH may be deemed to have voting and investment power over the Shares held by AI Biotechnology LLC.

The business address of each of AI Biotechnology LLC, AIM, AIH and Len Blavatnik is c/o Access Industries, Inc.

40 West 57th Street, 28th Floor, New York, NY 10019.

(2) This information has been obtained from a Schedule 13G filed on November 13, 2023 by Cormorant Global Healthcare Master Fund, LP ("Cormorant LP"), Cormorant Global Healthcare GP, LLC ("Cormorant GP"), Cormorant Asset Management, LP ("Cormorant AM LP") and Bihua Chen.

Consists of 1,394,336 shares of common stock held by Cormorant LP and 14,142 shares of common stock issuable upon exercise of Pre-Funded Warrants.

(2) This information has been obtained from a Schedule 13G filed on November 13, 2023 b y Cormorant Global Healthcare Master Fund, LP ("Cormorant LP"), Cormorant Global Healthcare GP, LLC ("Cormorant GP"), Cormorant Asset Management, LP ("Cormorant AM LP") and Bihua Chen.

Consists o f 1,394,336 shares of common stock held by Cormorant LP and 125,129 shares of common stock issuable upon exercise of Pre-Funded Warrants.

Such amount does not include 2,935,014 shares of common stock issuable upon exercise of Pre-Funded Warrants because they are subject to limitations on exercisability if such exercise would result in entities affiliated with Cormorant LP beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise.

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Cormorant AM LP serves as the investment manager to Cormorant LP.

Bihua Chen serves as the Managing Member of Cormorant GP and the General Partner of Cormorant AM LP (together with Cormorant LP, the "Cormorant Entities").

Bihua Chen serves as the Managing Member of Cormorant GP and the General Partner of

Cormorant AM LP (together with Cormorant LP, the "Cormorant Entities").

By virtue of the foregoing, each of Bihua Chen and the Cormorant Entities may be deemed to have voting and investment power over the shares held by Cormorant LP.

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Such amount does not include 5,162,284 shares of common stock issuable upon exercise of Pre-Funded Warrants because they are subject to limitations on exercisability if such exercise would result in entities affiliated with Eventide LP beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise.

Eventide Healthcare Innovation GP LLC ("Eventide GP") is the General Partner of Eventide LP.

Eventide Healthcare Innovatio n GP LLC ("Eventide GP") is the General Partner of Eventide LP.

EAM is the Managing Member of Eventide GP.

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Rasbach is Eventide Healthcare Innovation Fund I LP c/o Eventide Asset Management, LLC, 1 International Place, Suite 4210, Boston, MA 02110.

(4) This information has been obtained from a Schedule 13G/A filed on February 14, 2024 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP, Citadel Securities GP LLC and Mr.

(4) This information has been obtained from a Schedule 13G/A filed o n February 14, 2024 by Citadel Advisors LLC (“Citadel Advisors”), Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), Citadel Securities LLC (“Citadel Securities”), Citadel Securities Group LP, Citadel Securities GP LLC and Mr.

Kenneth Griffin.

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Biscayne Blvd., Suite 3300, Miami, FL 33131.

(5) Includes 37,137 shares of common stock and 85,572 shares of common stock underlying options and restricted stock units that have vested or will vest within 60 days of February 14, 2024.

(6) Includes 21,265 shares of common stock and 16,232 shares of common stock underlying options and restricted stock units that have vested or will vest within 60 days of February 14, 2024.

(7) Includes 7,150 shares of common stock and 16,678 shares of common stock underlying options and restricted stock units that have vested or will vest within 60 days of February 14, 2024.

(8) Consists of (i) 2,585 shares of common stock, (ii) 3,601 shares of common stock held by The Shelter Trust under the Basta Revocable Trust (the “Shelter Trust”), (iii) 1,264 shares of common stock held by the Basta Revocable Trust dated August 4, 2017 (the “Basta Trust”), and (iv) 14,285 shares of common stock underlying options that have vested or will vest within 60 days of February 14, 2024.

(5) Includes 82,370 shares of common stock, 216,199 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 71,929 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025 .

(6) Includes 33,553 shares of common stock, 52,945 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 20,010 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025.

(7) Includes 19,217 shares of common stock, 53,392 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025, and 19,892 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025 .

(8) Consists of (i) 2,842 shares of common stock, (ii) 3,601 shares of common stock held by The Shelter Trust under the Basta Revocable Trust (the “Shelter Trust”), (iii) 1,007 shares of common stock held by the Basta Revocable Trust dated August 4, 2017 (the “Basta Trust”), and (iv) 54,285 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

As the trustee of each of the Shelter Trust and the Basta Trust, Mr.

Basta has voting and investment power over the shares of common stock held by each of the Shelter Trust and the Basta Trust.

(9) Includes 1,041 shares of common stock and 3,407 shares of common stock underlying options that have vested or will vest within 60 days of February 14, 2024.

(10) Includes 1,875 shares of common stock and 3,213 shares of common stock underlying options that have vested or will vest within 60 days of February 14, 2024.

(11) Includes 36,472 shares of common stock and 2,901 shares of common stock underlying options that have vested or will vest within 60 days of February 14, 2024.

(12) Includes 3,837 shares of common stock underlying options that have vested or will vest within 60 days of February 14, 2024.

(13) Includes 151,183 shares of common stock underlying options or restricted stock units that have vested or will vest within 60 days of February 14, 2024 .

(9) Includes 1,041 shares of common stock and 43,407 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(10) Includes 1,875 shares of common stock and 43,213 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(11) Includes 51,472 shares of common stock and 42,901 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(12) Includes 43,837 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(13) Includes 13,334 shares of common stock underlying options that are exercisable within 60 days of February 14, 2025 .

(14) Includes 607,734 shar es of common stock underlying options that are exercisable within 60 days of February 14, 2025 and 111,831 shares of common stock underlying restricted stock units that are scheduled to vest within 60 days of February 14, 2025.

Securities Authorized for Issuance Under Equity Compensation Plans

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outstanding options,

warrants and rights and weighted-average grant date price of RSUs Number of securities

warrants and rights

Number of securities

remaining available

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holders 2,205,019 (1)

$ 12.96 1,661,679 (3)

Equity compensation plans not approved by

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Total 2,335,019 $ 14.92 1,661,680

(1) Includes all amounts outstanding under the 2023 Equity Incentive Plan (the "2023 Plan"), the 2019 Equity Incentive Plan, the 2018 Omnibus Incentive Plan, the Foamix Pharmaceuticals Ltd.

(1) Includes all awards outstanding under the 2023 Plan, the 2019 Plan, the 2018 Plan, the Foamix Pharmaceuticals Ltd.

2015 Israeli Share Incentive Plan, the Tigercat Pharma, Inc.

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2009 Israeli Share Option Plan (collectively, the "Prior Plans").

As of December 13, 2023, we may only issue equity awards pursuant to the 2023 Plan, and may no longer issue awards pursuant to any of the Prior Plans.

(2) Includes 1,129,856 shares available for future issuance under the 2023 Plan and 101,202 shares available for future purchase under the 2019 Employee Share Purchase Plan.

We may no longer issue awards pursuant to any of the Prior Plans.

Weighted average exercise price gives effect to outstanding restricted stock units, which have no exercise price.

Excluding the restricted stock units, the weighted average exercise price would be $19.65 per share.

For a description of the material terms of our equity plan, see “Item 8—Notes to Consolidated Financial Statements—Note 13—Share-Based Compensation.”

(2) Includes stock options outstanding under our Inducement Plan.

For a description of the material terms of our equity plans, see “Item 8—Notes to Consolidated Financial Statements—Note 13—Share-Based Compensation.”

(3) Includes 1,574,557 shares available for future issuance under the 2023 Plan and 87,122 shares available for future purchase under the ESPP, and one share available for future grant under the Inducement Plan.

(4) Includes 1 share available for future issuance under our Inducement Plan.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

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Certain Related Party Transactions

The following is a description of transactions during our last two fiscal years to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

The following is a description of transactions since January 1, 2023 to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our voting securities, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Director and Executive Officer Compensation

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Baker Tilly US, LLP served as our principal independent registered public accounting firm for the years ended December 31, 2024 and 2023.

The following table provides information regarding fees paid by us to Baker Tilly US, LLP and BTI network firms (Baker Tilly Israel) for the years ended December 31, 2023 and 2022:

The following table provides information regarding fees paid by us to Baker Tilly US, LLP for the years ended December 31, 2024 and 2023:

Year ended December 31,

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10-K 001-38356 3.1 March 17, 2022

3.1(b) Certificate of Designation of Preferences, Rights, and Limitations of Series A Convertible Preferred Stock.

10-Q 001-38356 3.1(b) November 14, 2022

3.1(c) Certificate of Elimination of Series A Convertible Preferred Stock.

8-K 001-38356 3.1 January 17, 2023

3.1(d) Certificate of Amendment to the Amended and Restated Certificate of Incorporation.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation.

8-K 001-38356 3.1 February 10, 2023

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and Cowen and Company, LLC.

10-K 001-38356

March 1, 2024

10.4# 2009 Israeli Share Option Plan.

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10.17# Non-Employee Director Compensation Policy.

10-K 001-38356

March 1, 2024

F irst amendment to VYNE Therapeutics Inc.

2023 Equity Incentive Plan

8-K 001-38356

December 12, 2024

Amendment to License Agreement (Topical) dated as February 12, 2025, by and between Tay Therapeutics Inc.

and VYNE Therapeutics Inc.

I nsider Trading Policy.

21.1 List of Subsidiaries of VYNE Therapeutics Inc.

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Incentive Compensation Recoupment Policy, dated November 8, 2023.

10-K 001-38356

March 1, 2024

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Chief Executive Officer

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Domzalski and Tyler Zeronda, and each of them, his or her attorney-in-fact and agent, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.

KNOW ALL MEN AND WOMEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Domzalski, Tyler Zeronda and Mutya Harsch, and each of them, his or her attorney-in-fact and agent, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S.

Securities and Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact, or his or her or their substitute or substitutes, may do or cause to be done by virtue thereof.

19 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures