What changed in this filing

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Item 9A. Controls and Procedures

2024-03-01 compared with 2023-03-14 · 408 added, 320 removed, 444 unchanged (62% of the section changed)

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Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s executive and financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and includes those policies and procedures that (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes and includes those policies and procedures that (a) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

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ITEM 9B - OTHER INFORMATION

On March 9, 2023, the compensation committee (the "Compensation Committee") of our board of directors approved cash retention payments for the ten employees remaining at the Company as of the date of this report.

In making its decision, the Compensation Committee 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 under our existing equity incentive plans following our 1-for-18 reverse stock split.

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

Each of our employees, including David Domzalski, our President and Chief Executive Officer, Tyler Zeronda, our Chief Financial Officer, Iain Stuart, our Chief Scientific Officer, and Mutya Harsch, our General Counsel and Chief Legal Officer, is eligible to receive 100% of their target annual bonus (the "Retention Payment") over a period of time to maintain the continuity of business operations.

Per the approved plan, one-third of the Retention Payment will be paid 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 will be paid if the employee has remained in our continuous service through December 31, 2023.

Notwithstanding the foregoing, any then-unpaid portion of the Retention Payment will be paid if an employee experiences a termination of employment in connection with a change of control.

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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Executive Officers and Directors

The following table sets forth information regarding our executive officers and members of our Board of Directors (the "Board") as of December 31, 2022:

The following table sets forth information regarding our executive officers and members of our Board of Directors (the "Board") as of the date of this Annual Report on Form 10-K.

Executive Officers and Employee Director

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Sharon Barbari

Christine Borowski, Ph.D.

Anthony Bruno

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68 Lead Independent Director

Elisabeth Sandoval

Elisabeth Sandoval Little

Executive Officers

David Domzalski has served as the Company’s President and Chief Executive Officer and as a director since March 9, 2020, the closing date of the merger between Menlo and Foamix (the "Closing Date").

From July 2017 until the Closing Date, Mr.

David Domzalski has served as our President and Chief Executive Officer and as a director since March 2020.

From July 2017 until the March 2020 closing of the Merger between Menlo and Foamix, Mr.

Domzalski served as the Chief Executive Officer of Foamix.

He also served as a director of Foamix beginning in January 2018.

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

Prior to that, Mr.

He also served as a director of Foamix from 2018 to the closing of the Merger.

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

From 2009 to 2013, 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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We believe Mr.

Domzalski is qualified to serve on our Board given his leadership position with the Company and Foamix, and his extensive experience in operating and leadership roles in the pharmaceutical industry.

Tyler Zeronda was appointed as the Company’s Chief Financial Officer and Treasurer in March 2022 and previously served as Interim Chief Financial Officer and Treasurer since June 2021.

Zeronda previously served as Vice President of Finance of the Company from the Closing Date until his appointment as Interim CFO.

Zeronda joined Foamix in April 2019 and has

been responsible for all finance activities related to the commercial operations, financial planning, treasury, risk management and supply chain matters of VYNE.

From April 2013 until April 2019, Mr.

Zeronda held positions of increasing responsibility in finance at Aerie Pharmaceuticals Inc.

(“Aerie”), a Nasdaq listed company, culminating in his role as Director of Finance.

While at Aerie, Mr.

Zeronda supported the company's IPO and helped lead his department’s growth and transition from that of a pre-IPO, development-stage entity to a fully integrated commercial finance organization supporting the launch of multiple drugs.

Prior to joining Aerie, Mr.

Zeronda was employed at Ernst & Young, LLP where he focused on assurance services in the healthcare industry.

Zeronda received his Master of Science in accounting from the University of Virginia, holds a Bachelor of Arts in economics and business from Lafayette College and is a licensed CPA.

Domzalski is qualified to serve on our Board given his leadership position with our company and Foamix, and his extensive experience in operating and leadership roles in the pharmaceutical industry.

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 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.

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.

He holds a B.A.

in economics and business from Lafayette College and is licensed as a Certified Public Accountant in the state of New York.

Iain Stuart, Ph.D.

has served as the Company's Chief Scientific Officer since the Closing Date.

From January 2019 until the Closing Date, Dr.

Stuart served as the Chief Scientific Officer of Foamix.

Stuart previously served as Foamix’s Senior Vice President of Research & Development from August 2017 to January 2019 and as Vice President of Clinical Development from October 2016 to 2017.

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.

Prior to joining Foamix, Dr.

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from Glasgow Caledonian University in Scotland.

Mutya Harsch has served as the Company’s Chief Legal Officer, General Counsel and Secretary since the Closing Date.

From January 2019 until the Closing Date, Ms.

Harsch served as the General Counsel and Chief Legal Officer of Foamix.

She previously served as Foamix’s General Counsel and Senior Vice President of Legal Affairs from January 2018 to January 2019.

In addition, Ms.

Harsch has served on the board of directors of Satsuma Pharmaceuticals Inc.

since October 2021.

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 received her J.D.

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Non-Employee Directors

Sharon Barbari has served on our Board since the Closing Date and previously served as a director of Foamix from January 2019 until the Closing Date.

Barbari previously served as Chief Financial Officer at Cytokinetics from 2004 to 2017 and as CFO at Gilead Sciences, where she served in senior financial roles from 1998 to 2002.

Barbari also served as CFO and Senior Vice President of Finance and Administration at InterMune, and Vice President of Strategic Planning at Foote, Cone & Belding Healthcare.

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

From 2004 to 2017, Ms.

Barbari served in various roles of increasing responsibility at Syntex Corporation/Roche Pharmaceuticals.

Barbari currently serves on the board of directors of Agile Therapeutics.

She previously served on the board of directors of Foamix from January 2019 until the Closing Date, Sonoma Pharmaceuticals, Phytogen Life Sciences and the Association of Bioscience Finance Officers.

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

Barbari was also employed as Vice President of Strategic Planning at Foote, Cone & Belding Healthcare.

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.

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

Barbari was a recipient of the YWCA Silicon Valley Tribute to Women Awards.

She received her BS in accounting from San Jose State University.

The Board believes that Ms.

Barbari’s long career as a senior financial executive and her leadership roles in various biotechnology and pharmaceutical companies provides broad experience and knowledge of the global pharmaceutical business and industry, as well as extensive accounting expertise, to the Board and to the Company .

Steven Basta served as our President and Chief Executive Officer from September 2015 until the Closing Date and has served as a member of our Board since September 2015.

She received her B.S.

in accounting from San Jose State University.

We believe Ms.

Barbari is qualified to serve on our Board because of her financial executive and leadership roles in various biotechnology and pharmaceutical companies.

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

since September 2023.

From December 2020 until October 2022, Mr.

Basta served as the Chief Executive Officer of Mahana Therapeutics, a privately held digital therapeutics company.

From October 2011 until August 2015, Mr.

From 2011 to 2015, Mr.

Basta served as Chief Executive Officer of AlterG, a privately held medical device company.

From November 2002 to February 2010, Mr.

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

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

Basta previously served as a board member of Viveve Medical from September 2018 until March 2023, including as Chairman of the Board from January 2019 until March 2023.

Basta also previously served on the board of Carbylan Therapeutics from September 2009 to November 2016 when it was acquired by KalVista Pharmaceuticals.

Basta served on the board of RF Surgical (acquired by Medtronic) from December 2013 to August 2015.

From 2002 to 2010, Mr.

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.

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.

Basta received a B.A.

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Basta is qualified to serve on our Board because of his extensive experience in leadership and management roles at various life sciences companies.

Anthony Bruno has served on our Board since the Closing Date and previously served as a director of Foamix from November 2018 until the Closing Date.

Bruno is currently retired.

He previously served as a strategic consultant to Foamix from 2014 until August 2018, and to various healthcare-focused investment funds from 2011 to January 2018.

Christine Borowski, Ph.D.

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.

Prior to that, Dr.

Borowski worked on therapeutics company creation at Apple Tree Partners from 2017 to May 2019.

Before joining Apple Tree Partners, Dr.

Borowski worked as an editor at several scientific journals, most recently as Chief Editor of Nature Medicine from 2014 to 2017.

She earned a B.S.

in Biology from the University of Kentucky, a Ph.D.

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.

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.

Prior to his retirement in 2018, Mr.

Bruno served as a strategic consultant to Foamix from 2014 to 2018 and to a number of healthcare-focused investment funds between 2011 and 2018.

He was employed at Warner Chilcott from 2000 to 2011, most recently as Executive Vice President, with responsibility for all business development activities including product acquisitions and divestitures as well as licensing agreements.

Bruno also spent 16 years at Warner Lambert, holding several positions of increasing strategic responsibility.

Bruno began his legal career as an

associate with Shearman & Sterling.

Bruno began his career as an associate with the law firm of Shearman & Sterling.

Bruno holds a B.A.

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We believe Mr.

Bruno is qualified to serve on our Board given his experience as an accomplished pharmaceutical executive with broad expertise in the legal, business development, and corporate development functions within the industry, as well as significant experience in product licensing and M&A transactions.

Patrick LePore has served on our Board since September 2020 and was appointed as the lead independent director in February 2021.

LePore previously served as Chairman, Chief Executive Officer and President of Par Pharmaceutical Companies, Inc.

from September 2006 until its sale to affiliates of TPG Capital in 2012.

He remained as chairman of Par Pharmaceutical through its sale to Endo International in 2015.

Bruno is qualified to serve on our Board given his experience as an accomplished pharmaceutical executive with broad expertise in the legal, business development, and corporate development functions, as well as his significant experience in product licensing and M&A transactions.

Patrick LePore has served on our Board since September 2020 and was appointed as our lead independent director in February 2021.

LePore served as Chairman, Chief Executive Officer and President of the publicly held company Par Pharmaceutical Companies, Inc.

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.

LePore 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.

LePore is currently Chairman of the Board of Lannett Co.

He previously served on the boards of Matinas BioPharma, PharMerica and Innoviva, and previously served as a trustee of Villanova University.

LePore earned a bachelor’s degree from Villanova University and a Master of Business Administration from Farleigh Dickinson University.

He later founded Boron, LePore & Associates, a medical communications company, which he took public in 1997 and which was eventually sold to Cardinal Health.

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.

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

He holds a Master of Business Administration from Farleigh Dickinson University.

We believe Mr.

LePore is qualified to serve on our Board given his extensive experience as a senior level executive and board member for several companies in the pharmaceutical sector.

Elisabeth Sandoval has served as a member of our Board since March 2019.

Sandoval currently serves as a consultant to the pharmaceutical industry.

Previously, from 2016 to 2019, she served as the Chief Commercial Officer and Executive Vice President of Corporate Strategy for Alder Biopharmaceuticals, a clinical stage company focused on developing novel therapeutic antibodies for the treatment of migraine.

Prior to this, Ms.

Sandoval was Chief Commercial Officer for KYTHERA Biopharmaceuticals until KYTHERA’s acquisition by Allergan.

Before KYTHERA, Ms.

Sandoval served as Vice President of Marketing for Bausch and Lomb Surgical and Vice President of Global Marketing at Allergan with responsibility for the Medical Aesthetics division.

She spent 23 years at Allergan in sales and marketing leadership roles in the specialties of dermatology, neurology, and aesthetics.

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

Sandoval serves on the board of directors for Satsuma Pharmaceuticals and Procept BioRobotics.

She holds an MBA from Pepperdine University and a B.S.

Elisabeth Sandoval Little has served on our Board since March 2019.

Sandoval Little currently serves as a consultant to the pharmaceutical industry.

From 2016 to 2019, she served as the Chief Commercial Officer and Executive Vice President of Corporate Strategy for Alder Biopharmaceuticals, a publicly held biopharmaceutical company.

From 2012 to 2015, Ms.

Sandoval Little was Chief Commercial Officer for KYTHERA Biopharmaceuticals until KYTHERA’s acquisition by Allergan.

Sandoval Little previously served as Vice President of Marketing for Bausch and Lomb Surgical and Vice President of Global Marketing at Allergan with responsibility for the Medical Aesthetics division.

She spent over 20 years at Allergan in sales and marketing leadership roles in the specialties of dermatology, neurology, and aesthetics.

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.

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

She holds an M.B.A.

from Pepperdine University and a B.S.

in biology from the University of California, Irvine.

We believe that Ms.

Sandoval is qualified to serve on our Board because of her extensive background working in the dermatology industry and her experience in strategic planning, business transactions, sales operations and executive leadership.

Sandoval Little is qualified to serve on our Board because of her extensive background working in the dermatology industry and her experience in strategic planning, business transactions, sales operations and executive leadership.

Corporate Governance Guidelines

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The corporate governance guidelines set forth certain practices the Board will follow with respect to Board composition, Board committees, Board nomination, director qualifications and evaluation of the Board and committees.

The corporate governance guidelines and the charter for each committee of the Board may be viewed at http://https://vynetherapeutics.com/investors-media/corporate-goverance/.

The corporate governance guidelines and the charter for each committee of the Board described below may be viewed on the "Corporate Governance" section of our "Investors & Media" page on our corporate website located at vynetherapeutics.com.

Leadership Structure of the Board

Our amended and restated bylaws and corporate governance guidelines provide our Board with flexibility to designate the position of Chairman of the Board, and if so, to combine or separate the positions of Chairman of the Board and Chief Executive Officer, or to appoint a lead director in accordance with its determination that utilizing a particular structure would be in the best interests of the Company.

Our Nominating and Corporate Governance Committee evaluated our leadership structure in 2021 and subsequently recommended that the Board appoint a lead independent director.

Following such recommendation and a discussion by the full Board, our Board appointed Patrick LePore as lead independent director in February 2021.

The Board determined that the appointment of a lead independent director is in the best interests of the Company and its stockholders as it strengthens the Board's independence and commitment to strong governance practices.

Upon the recommendation of our Nominating and Corporate Governance Committee, our Board has appointed Patrick LePore to serve as our lead independent director.

The Board determined that the appointment of a lead independent director was in our best interests and those of our stockholders as it strengthens the Board's independence and commitment to strong governance practices.

Role of Board in Risk Oversight Process

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Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us.

Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management

presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Throughout the year, senior management reviews these risks with the Board at regular Board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Committees of the Board of Directors

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Sharon Barbari

Christine Borowski, Ph.D.

Anthony Bruno

Patrick LePore

Elisabeth Sandoval

Elisabeth Sandoval Little

* Committee Chairperson

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The current members of our Audit Committee are Mses.

Barbari and Sandoval and Mr.

LePore, with Ms.

Barbari and Sandoval Little and Mr.

Basta, with Ms.

Barbari serving as chairperson of the committee.

All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and Nasdaq.

Our Board has determined that Ms.

Barbari is an audit committee financial expert as defined under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq.

Our Board has determined that each of Ms.

Barbari and Mr.

Basta qualifies as an audit committee financial expert under the applicable rules of the SEC and has the requisite financial sophistication as defined under the applicable rules and regulations of Nasdaq.

Under the rules of the SEC, members of the Audit Committee must also meet heightened independence standards.

Our Board has determined that Mses.

Barbari and Sandoval and Mr.

LePore are independent under the applicable rules of the SEC and Nasdaq.

The Audit Committee operates under a written charter that satisfies the applicable standards of the rules of the SEC and Nasdaq.

A copy of the Audit Committee charter is available to security holders on our website at https://vynetherapeutics.com/investors-media/corporate-goverance/.

Barbari and Sandoval Little and Mr.

Basta are independent under the applicable rules of the SEC and Nasdaq.

The Audit Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the rules of the SEC and Nasdaq.

Compensation Committee

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The Compensation Committee will periodically review and evaluate the performance of the Compensation Committee and its members, including compliance by the Compensation Committee with its charter.

The current members of our Compensation Committee are Mr.

Bruno and Mses.

Barbari and Sandoval, with Ms.

Sandoval serving as the chairperson of the committee.

Our Board has determined that each of Mr.

Bruno and Mses.

Barbari and Sandoval is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

The current members of our Compensation Committee are Mses.

Barbari and Sandoval Little and Mr.

Bruno, with Ms.

Sandoval Little serving as the chairperson of the committee.

Our Board has determined that each of Mses.

Barbari and Sandoval and Mr.

Bruno is independent under the applicable rules and regulations of Nasdaq and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

Our executive officers submit proposals to the Board and the Compensation Committee regarding our executive compensation.

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The Compensation Committee considers those recommendations in determining base salaries, adjustments to base salaries, annual cash bonus program targets and awards and equity awards, if any, for the executive officers and other members of senior management.

The Compensation Committee has evaluated the independence of its outside advisors, including outside compensation advisor and legal counsel, considering the independence factors specified in the listing requirements of Nasdaq and concluded their work for the Compensation Committee does not raise any conflicts of interest.

The Compensation Committee operates under a written charter that satisfies the applicable standards of the rules of the SEC and Nasdaq.

A copy of the Compensation Committee charter is available to security holders on our website at https://vynetherapeutics.com/investors-media/corporate-goverance/.

The Compensation Committee has evaluated the independence of its compensation consultant, considering the independence factors specified in the listing requirements of Nasdaq and concluded that their work for the Compensation Committee does not raise any conflicts of interest.

The Compensation Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the rules of the SEC and Nasdaq.

Nominating and Corporate Governance Committee

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.

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

Bruno and LePore and Ms.

Barbari, with Mr.

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.

Borowski and Messrs.

Bruno and LePore, with Mr.

Bruno serving as the chairperson of the committee.

Our Board has determined that each of Messrs.

Bruno and LePore and Ms.

Barbari is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence.

The Nominating and Corporate Governance Committee operates under a written charter that satisfies the applicable standards of the SEC and Nasdaq.

A copy of the Nominating and Corporate Governance Committee charter is available to security holders on our website at https://vynetherapeutics.com/investors-media/corporate-goverance/.

Our Board has determined that each of Dr.

Borowski and Messrs.

Bruno and LePore is an independent director under the applicable rules and regulations of Nasdaq relating to nominating and corporate governance committee independence.

The Nominating and Corporate Governance Committee operates under a written charter, available on our corporate website, that satisfies the applicable standards of the SEC and Nasdaq.

Our Nominating and Corporate Governance Committee is responsible for reviewing with the Board, on an annual basis, the appropriate characteristics, skills and experience required for the Board as a whole and its individual members.

In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating and Corporate Governance Committee, in recommending candidates for election, and the Board, in approving (and, in the case of vacancies, appointing) such candidates, may take into account many factors, including but not limited to the following:

• the candidate’s experience in corporate management, such as serving as an officer or former officer of a publicly held company;

• the candidate’s experience as a board member of another publicly held company;

• the candidate’s professional and academic experience relevant to the Company’s industry;

• the candidate’s professional and academic experience relevant to our industry;

• the strength of the candidate’s leadership skills;

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We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

Our code of business conduct and ethics is available on our website at https://vynetherapeutics.com/investors-media/corporate-goverance/.

Our code of business conduct and ethics is available on the "Corporate Governance" section of our "Investors & Media" page on our corporate website located at vynetherapeutics.com.

Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

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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.

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.

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The following is a discussion of compensation arrangements of our named executive officers ("NEOs").

As an “emerging growth company” as defined in the JOBS Act, we have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

As a “smaller reporting company” as defined under SEC rules, we have elected to comply with the scaled disclosure requirements applicable to such companies.

Our NEOs for the year ended December 31, 2023 were:

• David Domzalski, President and Chief Executive Officer;

• Mutya Harsch, Chief Legal Officer, General Counsel and Secretary;

• Iain Stuart, Chief Scientific Officer;

• Mutya Harsch, Chief Legal Officer, General Counsel and Secretary.

Summary Compensation Table

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Name and Principal Position

Bonus ($) (1)

Non-equity Incentive Compensation ($)(2)

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2023 421,811 168,724 253,086 168,750 139,375 13,200 1,164,946

11,600 4,852,925

2022 422,172 143,538 45,750 30,750 12,200 654,410

Chief Legal Officer, General Counsel and Secretary

2021 405,936 142,007 345,587 (4)

Chief Scientific Officer

2022 421,811 — 143,415 45,750 30,750 12,200 653,926

2023 382,594 (5)

Chief Scientific Officer

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

Chief Legal Officer, General Counsel and Secretary

2022 422,172 — 143,538 45,750 30,750 12,200 654,410

The amounts reported in this column reflect cash bonuses awarded pursuant to the achievement of our 2022 and 2021 corporate objectives.

Represents the grant date fair value of the restricted stock units and stock options granted by the Company to our named executive officers during 2022 and 2021as computed in accordance with ASC 718.

The assumptions used in calculating the grant date fair value are set forth in Note 12 to the financial statements included in this report.

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

For stock and option awards granted in 2021, see "—Retention Compensation" for additional discussion regarding retention awards issued in September 2021.

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.

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

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.

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

We periodically review compensation for our executive officers.

In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to our company.

We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.

Our Compensation Committee typically reviews and discusses management’s proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer.

Based on those discussions and its discretion, the Compensation Committee then recommends the compensation for each executive officer.

Our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers.

In 2023 the Compensation Committee retained F.W.

Cook"), a compensation consulting firm, to evaluate and make recommendations with respect to our executive compensation program and retention incentives.

Cook's engagement included assisting the Compensation Committee with developing retention incentives for our employees, the selection of a peer group of companies for benchmarking purposes, an analysis of our existing executive compensation, including our equity incentive plan and equity award granting practices, and an analysis of our director compensation policy.

In 2023, F.W.

Cook presented the Compensation Committee with data about the compensation paid by our peer group of companies and other employers, who we believe compete with us for executives, updated the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and advised the Compensation Committee regarding all of its responsibilities.

Cook served at the pleasure of the Compensation Committee rather than us, and the consultant’s fees were approved by the Compensation Committee.

Annual Base Salary

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

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.

Stuart's and Ms.

Harsch's annual base salaries for 2024 are $455,555 and $443,280, respectively.

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

Non-Equity Incentive Plan Compensation

Domzalski's eligibility to receive his target bonus is based 100% on the achievement of corporate performance objectives.

Seventy-five percent of Ms.

Domzalski's eligibility to receive his target annual bonus, which is currently 60% of his base salary, is based solely on the achievement of corporate performance objectives.

Harsch's and Dr.

Stuart's target bonus is based on the achievement of corporate performance objectives and the remaining 25% is based on the achievement of individual performance objectives.

For the 2022 bonuses, these corporate performance objectives included:

(i) the advancement of our biotech strategy and the development of our pipeline;

(ii) the achievement of certain research and development objectives, including receiving successful results in the Phase 2a trial for FMX114, and the advancement of our BET inhibitor programs;

(iii) the execution of certain business development initiatives;

(iv) and the achievement of certain financial objectives (the "2022 Corporate Assessment").

Based on the 2022 Corporate Assessment, Mr.

Domzalski, Ms.

Harsch and Dr.

Stuart were awarded the bonuses reflected in the table above, which represents 85% of each individual's 2022 target bonus.

Stuart's target bonus, which is currently 40% of their respective base salaries, the bonus amounts earned are based 75% on the achievement of corporate performance objectives and 25% on the achievement of individual performance objectives.

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.

Stuart and Ms.

Harsch had fully achieved all individual objectives.

After applying such levels of achievement to the applicable weightings, the Compensation Committee, in consultation with F.W.

Cook, awarded each of Mr.

Domzalski, Dr.

Stuart and Ms.

Harsch 150% 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.

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

employees, including our NEOs, with an opportunity to save for retirement on a tax-advantaged basis.

Eligible employees are able to defer eligible compensation subject to applicable annual Internal Revenue Code (the “Code”) limits.

Currently, we match each eligible employee’s contributions up to 4% of total eligible compensation.

Employees’ pre‑tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.

Employees are immediately and fully vested in their contributions.

The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code.

As a tax‑qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Employee Benefits and Perquisites

All of our full‑time employees, including our NEOs, are eligible to participate in our health and welfare plans, including medical, dental and vision benefits, medical and dependent care flexible spending accounts, short‑term and long‑term disability insurance and life insurance.

In addition, all of our employees are eligible to participate in our Employee Share Purchase Plan, which allows them to purchase shares of our common stock at a 15% discount to prevailing market prices, subject to certain terms and conditions.

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.

Outstanding Equity Awards at Fiscal Year End

The following table sets forth all outstanding equity awards held by each of the named executive officers as of December 31, 2022.

The number of shares and, where applicable, exercise price per share, in the table and narrative that follow reflect the reverse stock split the became effective on February 10, 2023.

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

Option Awards

Vesting Commencement Date (1)

Grant Date (1)

Number of Securities Underlying Unexercised Options Exercisable

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3/17/2022 7,594 9,755 10.98 3/17/2032 9,757 22,734

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

12/13/2023 — 225,000 2.70 12/13/2033 225,000 524,250

Iain Stuart 11/15/2016 1,000 — 342.00 11/15/2026 — —

8/8/2017 325 — 216.00 8/8/2027 — —

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5/06/2020 1,367 194 140.40 5/6/2030 194 452

Iain Stuart 11/15/2016 1,000 — 342.00 11/15/2026 — —

2/22/2021 2,605 1,180 149.94 2/22/2031 505 1,177

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12/13/2023 — 62,500 2.70 12/13/2033 62,500 145,625

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

1/1/2019 1,758 — 151.20 1/1/2029 — —

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2/22/2021 2,605 1,180 149.94 2/22/2031 505 1,177

Except as set forth in footnote 3 below, 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% every quarter thereafter.

9/2/2021 3,380 — 30.24 9/2/2031 — —

3/17/2022 1,825 2,340 10.98 3/17/2032 2,341 5,455

12/13/2023 — 62,500 2.70 12/13/2033 62,500 145,625

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.

The market value is based on the closing price of our common stock on December 31, 2023.

Awards granted pursuant to the Company's retention initiatives in September 2021.

See "—Retention Compensation" for additional details, including vesting terms.

Retention Compensation

September 2021 Retention Awards

In August 2021, the Company announced that it would be divesting its commercial business and transitioning to a biotech strategy focused on drug development.

In connection with such decision, on September 2, 2021, the Compensation Committee approved the grant of an aggregate of 66,939 shares subject to restricted stock unit and stock option awards to all continuing employees of the Company, including members of management.

The awards were issued in accordance with the terms and conditions of the Company’s 2019 Equity Incentive Plan and the 2018 Omnibus Incentive Plan and the underlying award agreements.

The Compensation Committee determined such grants were appropriate to address the need to adequately retain the Company’s employees through this period of strategic change and incentivize employees to effectively execute the Company’s new strategic operating plan and closely align the interests of employees with the Company’s stockholders over the long term.

Domzalski was awarded 17,795 restricted stock unit awards and employee stock options to purchase 17,795 shares.

Stuart and Ms.

Harsch were each awarded 3,381 restricted stock unit awards and employee stock options to purchase 3,381 shares.

All of the shares subject to restricted stock unit awards will vest on September 30, 2023, and 50% of the shares subject to stock option awards vested on September 30, 2022, with the remaining 50% of the shares vesting thereafter in equal, quarterly installments through September 30, 2023, in each case, subject to the recipient’s continued service to the Company through the vesting date.

The exercise price for each stock option granted is $30.24 per share, which represents the closing price for the Company’s common stock on the date of grant.

2023 Retention Payments

On March 9, 2023, the Compensation Committee approved cash retention payments for the ten employees remaining at the Company as of the date of this report.

In making its decision, the Compensation Committee 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 under our existing equity incentive plans following our 1-for-18 reverse stock split.

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

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

(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 will be paid if the employee has remained in our continuous service through December 31, 2023.

Notwithstanding the foregoing, any then-unpaid portion of the Retention Payment will be paid if an employee experiences a termination of employment in connection with a change of control.

Compensation Arrangements with Named Executive Officers

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

Under his Offer Letter, Mr.

Domzalski’s annualized base salary for 2020 was $616,000, which was increased to $637,560 in February 2021 by the Compensation Committee.

Domzalski's salary remained unchanged for 2022 and will remain unchanged in 2023.

Domzalski’s annual base salary is currently $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.

Domzalski’s Offer Letter provides that if Mr.

Domzalski’s employment is terminated by the Company without Cause or he resigns for Good Reason (each as defined below), then, subject to his execution and non-revocation of a release of claims, Mr.

Domzalski’s employment is terminated by us without Cause or he resigns for Good Reason (each as defined below), then, subject to his execution and non-revocation of a release of claims, Mr.

Domzalski will be entitled to receive (i) a severance payment equal to 100% of his annual base salary then in effect, (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 12 months following the date of termination and (iii) full accelerated vesting of all of outstanding and unvested stock options and restricted stock units on the date of termination, with such stock options remaining exercisable for 90 days following the date of termination.

Domzalski’s employment is terminated by the Company without Cause or he resigns for Good Reason, in each case, within 12 months following a Change in Control (as defined in the 2019 Equity Incentive Plan), then, subject to his execution and non-revocation of a release of claims, Mr.

Domzalski’s employment is terminated by us without Cause or he resigns for Good Reason, in each case, within 12 months following a Change in Control (as defined in the 2019 Plan), then, subject to his execution and non-revocation of a release of claims, Mr.

Domzalski will be entitled to receive (i) a severance payment equal to 1.5 times the sum of his base salary and target bonus for the year of termination, (ii) a prorated target annual bonus payment for the year of termination, (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for 18 months following the date of termination and (iv) full accelerated vesting of all of outstanding and unvested stock options and restricted stock units on the date of termination, with such stock options remaining exercisable for 90 days following the date of termination.

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Domzalski’s Offer Letter:

"Cause" means (1) the executive’s commission of an act of fraud or dishonesty in the course of his employment hereunder;

(2) the executive’s indictment, conviction or entering of a plea of nolo contendere for a crime constituting a felony;

(3) the executive’s gross negligence or willful misconduct in connection with his employment;

(4) the executive’s willful and

continued failure to substantially perform his duties;

(5) the executive’s breach of any of the restrictive covenants;

or (6) a material breach of this agreement or any other agreement, plan or arrangement by and between the executive and the Company or any of its subsidiaries and affiliates or any policy of the Company or any of its subsidiaries and affiliates by the executive.

"Good Reason" means (i) a material diminution in the executive’s 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 the executive’s position, responsibilities, duties or authorities from those in effect as of the effective date;

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

(iv) any material breach by the Company of its obligations under this agreement;

or (v) a change in the executive’s primary work location that increases the executive’s commute by more than 50 miles, in each case subject to certain notice and cure periods.

The Company must provide Mr.

Domzalski with 30 days’ notice prior to a termination without Cause, and he must provide the Company 30 days’ notice prior to any resignation.

Mutya Harsch, Chief Legal Officer, General Counsel and Secretary

The terms of Ms.

Harsch’s employment are governed by her Offer Letter, dated as of April 7, 2021.

Harsch’s base salary for 2022 was $422,172 and will be unchanged for 2023.

Harsch is also eligible to receive an annual target bonus of 40% of her annual base salary.

Her eligibility for such annual target bonus, and the amount of such annual target bonus, is subject to the achievement of corporate performance goals and her achievement of performance targets and milestone criteria, as determined by the Chief Executive Officer, in accordance with our current general bonus plan.

The Offer Letter provides that, in the event of a termination of her employment without Cause (as defined in the 2019 Equity Incentive Plan), subject to Ms.

Harsch’s execution of a release of claims, Ms.

Harsch will receive (i) a lump sum severance payment equal to 75% of her base salary then in effect and (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for nine (9) months following the date of termination, provided that the Company’s obligation under clause (ii) 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.

In addition, if Ms.

Harsch's employment is terminated by the Company 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 Equity Incentive Plan), she will be entitled to receive a change of control payment equal to (i) one times (1.0x) 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 twelve (12) months following the date of termination, provided that the Company’s 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.

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

Harsch’s unvested stock options and restricted stock units will become fully vested.

For purposes of Ms.

Harsch’s Offer Letter, “Good Reason” means:

(i) a material reduction in base salary;

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

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

or (iv) an adverse change in position, including title, reporting relationship(s), authority, duties or responsibilities;

all of the above without consent., in each case subject to certain notice and cure periods.

The Company must provide Ms.

Harsch with 30 days’ notice prior to a termination without Cause, and she must provide the Company 30 days’ notice prior to any resignation.

Harsch’s Offer Letter also contains customary confidentiality, non-competition and non-solicitation covenants.

“Cause” means (1) the executive’s commission of an act of fraud or dishonesty in the course of his employment;

(2) his indictment, conviction or entering of a plea of nolo contendere for a crime constituting a felony;

(3) his gross negligence or willful misconduct in connection with his employment;

(4) his willful and continued failure to substantially perform his duties;

(5) his breach of any of the restrictive covenants;

or (6) a material breach of this agreement or any other agreement, plan or arrangement by and between Mr.

Domzalski and us or any of our subsidiaries and affiliates or any of our policies or those of our subsidiaries and affiliates by Mr.

“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

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

(iv) any material breach by us of our obligations under the Offer Letter;

or (v) a change in his primary work location that increases his commute by more than 50 miles, in each case subject to certain notice and cure periods.

We must provide Mr.

Domzalski with 30 days’ notice prior to a termination without Cause, and he must provide us with 30 days’ notice prior to any resignation for Good Reason.

Iain Stuart, Chief Scientific Officer

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Stuart’s employment are governed by his Offer Letter, dated as of March 7, 2022.

Stuart's base salary for 2022 was $421,811 and will be unchanged for 2023.

Stuart is also eligible to receive an annual target bonus of 40% of his annual base salary.

His eligibility for such annual target bonus, and the amount of such annual target bonus, is subject to his achievement of performance targets and milestone criteria, as determined by the Chief Executive Officer, in accordance with our current general bonus plan.

In the event of a termination of his employment without Cause (as defined in the 2019 Equity Incentive Plan) or if he resigns for Good Reason, subject to Dr.

Stuart’s annual base salary is currently $455,555.

Stuart is also eligible to receive an annual target bonus of 40% of his annual 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).

His eligibility for such annual target bonus, and the amount of such annual target bonus, is subject to the achievement of corporate performance goals and his achievement of individual performance targets and milestone criteria, as determined by the Chief Executive Officer, in accordance with our bonus plan.

In the event of a termination of his employment without Cause (as defined in the 2019 Plan) or if he resigns for Good Reason, subject to Dr.

Stuart’s execution of a release of claims, Dr.

Stuart will receive (i) a lump sum severance payment equal to 75% of his base salary then in effect and (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for nine (9) months following the date of termination, provided that the Company’s obligation under clause (ii) shall terminate on the earlier of (x) the date on which he enrolls in a group health plan offered by another employer and (y) the date on which he is no longer eligible for continuation coverage under COBRA.

Stuart will receive (i) a lump sum severance payment equal to 75% of his base salary then in effect and (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for nine months following the date of termination, provided that our obligation under clause (ii) shall terminate on the earlier of (x) the date on which he enrolls in a group health plan offered by another employer and (y) the date on which he is no longer eligible for continuation coverage under COBRA.

In addition, if Dr.

Stuart's employment is terminated by the Company without Cause or if he terminates his employment with Good Reason within the twelve month period after a Change of Control, he will be entitled to receive a change of control payment equal to (i) one times (1.0x) the sum of his then current base salary plus his target bonus, (ii) his pro rata target bonus for the year of termination, and (iii) payment of COBRA premiums for healthcare plan continuation at active employee rates for twelve (12) months following the date of termination, provided that the Company’s obligation under clause (iii) shall terminate on the earlier of (x) the date on which he enrolls in a group health plan offered by another employer and (y) the date on which he is no longer eligible for continuation coverage under COBRA.

Stuart’s employment is terminated by us without Cause or if he terminates his employment with Good Reason within the twelve month period after a Change of Control, he will be entitled to receive a change of control payment equal to (i) one times the sum of his then current base salary plus his target bonus, (ii) his 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 he enrolls in a group health plan offered by another employer and (y) the date on which he is no longer eligible for continuation coverage under COBRA.

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

2 unchanged sentences

Stuart’s Offer Letter, “Good Reason” means:

(i) a material reduction in base salary;

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

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

or (iv) an adverse change in position, including title, reporting relationship(s), authority, duties or responsibilities;

all of the above without consent, in each case subject to certain notice and cure periods.

The Company must provide Dr.

Stuart with 30 days’ notice prior to a termination without Cause, and he must provide the Company 30 days’ notice prior to any resignation.

(i) a material reduction in his base salary;

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

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

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

We must provide Dr.

Stuart with 30 days’ notice prior to a termination without Cause, and he must provide us with 30 days’ notice prior to any resignation for Good Reason.

Stuart’s Offer Letter also contains customary confidentiality, non-competition and non-solicitation covenants.

Terms and Conditions of 401(k) Plan

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

employees, including our NEOs, with an opportunity to save for retirement on a tax advantaged basis.

Eligible employees are able to defer eligible compensation subject to applicable annual Internal Revenue Code (the “Code”) limits.

Currently, we match each eligible employee’s contributions up to 4% of total eligible compensation.

Employees’ pre‑tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions.

Employees are immediately and fully vested in their contributions.

The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k) plan’s related trust intended to be tax exempt under Section 501(a) of the Code.

As a tax‑qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Employee Benefits and Perquisites

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.

Mutya Harsch, Chief Legal Officer, General Counsel and Secretary

The terms of Ms.

Harsch’s employment are governed by her Offer Letter, dated as of April 7, 2021.

Harsch’s annual base salary is currently $443,280.

Harsch is also eligible to receive an annual target bonus of 40% of her annual 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).

Her eligibility for such annual target bonus, and the amount of such annual target bonus, is subject to the achievement of corporate performance goals and her achievement of individual performance targets and milestone criteria, as determined by the Chief Executive Officer, in accordance with our bonus plan.

The Offer Letter provides that, in the event of a termination of her employment without Cause (as defined in the 2019 Plan), subject to Ms.

Harsch’s execution of a release of claims, Ms.

Harsch will receive (i) a lump sum severance payment equal to 75% of her base salary then in effect and (ii) payment of COBRA premiums for healthcare plan continuation at active employee rates for nine months following the date of termination, provided that our obligation under clause (ii) 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.

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.

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

Harsch’s unvested stock options and restricted stock units will become fully vested.

For purposes of Ms.

Harsch’s Offer Letter, “Good Reason” means:

(i) a material reduction in her base salary;

(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;

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.

We must provide Ms.

Harsch with 30 days’ notice prior to a termination without Cause, and she must provide us with 30 days’ notice prior to any resignation for Good Reason.

Harsch’s Offer Letter also contains customary confidentiality, non-competition and non-solicitation covenants.

Clawback Policies

In May 2021, the Board adopted a compensation clawback policy with respect to compensation paid to our executive officers.

Under the terms of the policy, compensation can be recovered for a financial restatement or materially inaccurate performance calculation.

In this case, we may seek recoupment of short and long-term cash or equity incentive compensation (including time- and performance-based awards) awarded after the effective date of the policy.

In addition, compensation may be recovered for willful misconduct or gross negligence that results in material adverse reputational or economic impact on us.

In this case, we may seek recoupment of 100% of incentive compensation for “Cause” and if no “Cause,” recoupment is based on the impact of the triggering event, if quantifiable at the Compensation Committee’s discretion.

In addition, in November 2023 we adopted an additional clawback policy as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and related stock exchange listing standards.

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

Director Compensation

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Initial Equity Grants.

Each non-employee director who joins the Board will receive, upon appointment, options to purchase 2,278 shares of our common stock, representing two times (2x) the annual grant described below.

The options will vest and become exercisable as to 1/3rd of the shares on each anniversary of the date of grant, subject to the director's continued service through each applicable vesting date.

Annual Retainers.

Each of our non-employee directors receives an annual cash retainer of $40,000, payable quarterly.

Each non-executive director who has served as a director on our Board for at least six months will be granted options to purchase

1,138 shares of our common stock on the date of our annual meeting of stockholders.

The options vest over a 12 month period in equal, monthly installments.

In addition to the annual cash retainer set forth above, each of our non-employee directors receives fees for their service as a member or chair of a committee of our Board as set forth in the table below:

Each non-employee director who joins the Board will receive, upon appointment, options to purchase shares of our common stock representing two times the annual grant described below.

The options will vest and become exercisable as to one-third of the shares on each of the first three anniversaries of the date of grant, subject to the director's continued service through each applicable vesting date.

Annual Grant.

Each non-executive director who has served as a director on our Board for at least six months will be granted options to purchase an amount of shares of our common stock representing 0.046% of the shares outstanding (inclusive of pre-funded warrants) on the date of our annual meeting of stockholders.

The options vest on the one-year anniversary of the date of grant.

The exercise price per share of each option granted as described above will be equal to the per share fair market value of our stock on the date of grant.

Each such option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s service with us.

In the event of a change of control transaction, any unvested portion of an equity award granted under this policy will fully vest and become exercisable immediately prior to the effective date of such transaction, subject to the non-employee director’s continuous service with us on the effective date of such transaction.

Annual Cash Retainers .

Each of our non-employee directors receives an annual cash retainer of $40,000, payable quarterly in arrears, prorated based on the days served in the applicable fiscal quarter.

In addition to the annual cash retainer, each of our non-employee directors receives fees for their service as a member or chair of a committee of our Board as set forth in the table below:

Additional annual retainer fees for service as a member or chair of the following committees (with chair fees inclusive of fees for service as a member)

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$ 5,000 $ 10,000

In addition, if a non-employee director is appointed to serve in a leadership position on the Board, such non-employee director will be entitled to receive additional annual cash compensation of $40,000 for a non-employee chair or $25,000 for a lead independent director.

The exercise price per share of each option granted under this policy will be equal to the per share fair market value of our stock on the date of grant.

Each such option will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the non-employee director’s service with us.

Cash retainers will be paid on a quarterly basis in arrears, pro-rated based on the days served in the applicable fiscal quarter.

In addition, none of our non-employee directors shall in any event be permitted to receive cash and equity-based compensation (calculated based on grant date fair value) exceeding, in the aggregate, $500,000 in any calendar year.

We also reimburse all of our non-employee directors for all reasonable and customary business expenses in accordance with company policy.

In addition, if a non-employee director is appointed to serve in a leadership position on the Board, such non-employee director will be entitled to receive additional annual cash compensation of $40,000 for service as non-employee chair of the Board or $25,000 for service as lead independent director.

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.

Director Compensation Table

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80,000 43,600 123,600

Elisabeth Sandoval

Elisabeth Sandoval Little

65,000 43,600 108,600

(1) Represent the grant date fair value of the stock options granted by the Company to our directors during 2022 as computed in accordance with ASC 718.

The assumptions used in calculating the grant date fair value are set forth in Note 12 to the financial statements included in this report.

(2) Each of our non-employee directors was granted an option to purchase 1,138 shares of our common stock on August 10, 2022 at an exercise price of $5.62.

(1) Represent the grant date fair value of stock options granted as computed in accordance with ASC 718.

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

(2) Each of our non-employee directors was granted an option to purchase 20,000 shares of our common stock on December 13, 2023 at an exercise price of $2.70.

As of December 31, 2023, our non-employee directors held the following equity awards:

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Patrick LePore

Elisabeth Sandoval

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

Elisabeth Sandoval Little

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information relating to the beneficial ownership of our common stock as of February 14, 2024, by:

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5% and Greater Stockholders:

AI Biotechnology LLC (1)

1,408,478 9.99 %

Cormorant Global Healthcare Master Fund, LP (2)

1,408,478 9.99 %

Eventide Healthcare Innovation Fund I LP (3)

1,408,478 9.99 %

Citadel CEMF Investments Ltd.

1,181,088 8.38 %

Named Executive Officers and Directors:

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Patrick LePore (11)

Elisabeth Sandoval(8) 3,459 *

Elisabeth Sandoval Little (12)

Christine Borowski — *

All current directors and executive officers as a group (10 persons) (13)

255,972 1.9 %

* Indicates beneficial ownership of less than 1% of the total outstanding common stock.

(1) This information has been obtained from a Schedule 13D filed on November 13, 2023 by AI Biotechnology LLC, Access Industries Holdings LLC ("AIH"), Access Industries Management, LLC ("AIM") and Mr.

Len Blavatnik.

Consists of (i) 1,116,585 shares of common stock and (ii) 291,893 shares of common stock issuable upon exercise of Pre-Funded Warrants.

Such amount does not include 7,500,555 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 AI Biotechnology LLC beneficially owning more than 9.99% of our common stock then issued and outstanding after giving effect to such exercise.

AIH directly controls all of the outstanding voting interest in AI Biotechnology LLC.

AIM controls AIH.

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.

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.

Such amount does not include 3,046,001 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.

Cormorant GP serves as the General Partner of Cormorant LP.

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").

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.

The business address of each of Bihua Chen and the Cormorant Entities is 200 Clarendon St., 52nd Floor, Boston, Massachusetts 02116.

(3) This information has been obtained from a Schedule 13G filed on November 13, 2023 by Eventide Asset Management, LLC ("EAM"), Finny Kuruvilla and Robin John.

Consists of 1,394,336 shares of common stock held by Eventide Healthcare Innovation Fund I LP ("Eventide LP") and 14,142 shares of common stock issuable upon exercise of Pre-Funded Warrants.

Such amount does not include 5,273,271 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.

EAM is the Managing Member of Eventide GP.

Robin John is the chief executive officer of EAM.

Finny Kuruvilla and Kyle Rasbach are members of Eventide LP’s investment committee.

By virtue of the foregoing, each of Mr.

John, EAM and Eventide GP may be deemed to have, and Mr.

Kuruvilla and Mr.

Rasbach may be deemed to share, voting and investment power over the Shares held by Eventide LP.

The business address of each of Eventide LP, Eventide GP, EAM, Mr.

Kuruvilla and Mr.

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.

Kenneth Griffin.

Consists of 1,181,088 shares of common stock held by Citadel CEMF Investments Ltd.

("CCIL") and Citadel Securities.

Citadel Advisors is the portfolio manager of CCIL.

CAH is the sole member of Citadel Advisors.

CGP is the General Partner of CAH.

Kenneth Griffin owns a controlling interest in CGP.

Griffin, as the owner of a controlling interest in CGP, may be deemed to have shared power to vote and/or shared power to dispose of the securities held by CCIL.

This disclosure shall not be construed as an admission that Mr.

Griffin or any of the Citadel related entities listed above is the beneficial owner of any securities of the Company other than the securities actually owned by such person (if any).

The business address of CCIL is c/o Citadel Enterprise Americas LLC, Southeast Financial Center, 200 S.

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.

11 unchanged sentences

The following table contains information about our equity compensation plans as of December 31, 2023.

Equity Compensation Plan Information

Plan Category Number of

1 unchanged sentence

options, warrants

and rights and vesting of RSUs Weighted-average

and rights and vesting of RSUs (1)

Weighted-average

exercise price of

8 unchanged sentences

Total 1,205,516 $ 27.02 1,231,058

(1) Includes the 2018 Omnibus Incentive Plan, the 2019 Equity Incentive Plan and the 2019 Employee Share Purchase Plan (the “2019 ESPP”).

(2) The 2018 Omnibus Incentive Plan contains an “evergreen” provision pursuant to which the number of shares of common stock reserved for issuance or transfer pursuant to awards under the plan shall be increased on January 1st of each year by a number equal to the least of (x) 41,666 shares, (y) four percent of the number of shares outstanding as of the last day of the immediately preceding calendar year, or (z) a lesser number of shares determined by the plan administrator.

(3) Includes 8,197 shares under the 2018 Omnibus Incentive Plan, 54,433 shares under the 2019 Equity Incentive Plan and 124,012 shares available under the 2019 ESPP.

As of January 1, 2023, 41,666 shares have been added to the 2018 Omnibus Inventive Plan pursuant to the terms thereof.

(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.

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

2011 Stock Incentive Plan or the Foamix Pharmaceuticals Ltd.

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.

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

4 unchanged sentences

Certain Related Party Transactions

The following is a description of transactions during our last fiscal year and the year preceding our last fiscal year 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.

Credit Agreement

The Company was a party to the Amended and Restated Credit Agreement and Guaranty (the “Credit Agreement”), dated as of March 9, 2020, by and among the Company and its subsidiaries, the lenders party thereto and Perceptive Credit Holdings II, LP (“Perceptive”), as administrative agent for the lenders.

As of August 11, 2021, the date of the prepayment of the total amount outstanding under the Credit Agreement, affiliates of Perceptive were holders of more than 5% of the Company's outstanding common stock.

In connection with the prepayment of the Company's indebtedness, Perceptive received $18.3 million, representing their portion of the principal amount, interest and prepayment premium.

Perceptive received an additional $1.1 million in interest payments from January 1, 2021 through July 2021.

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.

Director and Executive Officer Compensation

14 unchanged sentences

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors or any other board committee:

directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries;

(1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the listed company or any of its subsidiaries;

or (2) be an affiliated person of the listed company or any of its subsidiaries.

2 unchanged sentences

Our Board has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

As a result of this review, our Board determined that each of our directors, except for Messrs.

Basta and Domzalski, are an “independent director” as defined under the applicable rules and regulations of the SEC, and the listing requirements and rules of Nasdaq.

In addition, the Board determined that Mr.

Bright, who served as a director until his death on January 11, 2022, was independent.

As a result of this review, our Board determined that each of our directors, except for Mr.

Domzalski as our chief executive officer, is an independent director as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

PricewaterhouseCoopers LLP ("PwC") served as our principal independent registered public accounting firm for the year ended December 31, 2021.

Baker Tilly US, LLP was appointed as our independent registered public accounting firm for the year ended December 31, 2022 in April 2022.

The following table provides information regarding fees paid by us to PwC and Baker Tilly for the years ended December 31, 2022 and 2021:

Fiscal year ended December 31,

(in thousands of U.S.

Baker Tilly US, LLP served as our principal independent registered public accounting firm for the years ended December 31, 2023 and 2022.

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:

Year ended December 31,

dollars in thousands)

Audit fees (1)

$ 409 $ 1,050

All other fees — 4

Total Fees $ 395 $ 370

______________________________

(1) Includes professional services rendered in connection with the audit of our annual financial statements, the review of our interim financial statements and fees for registration statements and comfort letters.

Our audit committee’s specific responsibilities in carrying out its oversight of the quality and integrity of the accounting, auditing and reporting practices of the Company include the approval of audit and non-audit services to be provided by the external auditor.

The audit committee pre-approves all non-audit services provided to the Company during year.

(2) Includes professional services rendered for tax compliance services.

Our audit committee’s specific responsibilities in carrying out its oversight of the quality and integrity of our accounting, auditing and reporting practices include the approval of audit and non-audit services to be provided by the external auditor.

The audit committee pre-approves all non-audit services provided to us by our independent registered public accounting firm.

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Financial statements .

See Index to Financial Statements under Item 8 of Part II of this Annual Report, which is incorporated herein by reference.

See Index to Financial Statements under Item 8 of Part II of this Annual Report on Form 10-K, which is incorporated herein by reference.

Financial statement schedules .

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8-K 001-38356 3.1 January 17, 2023

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

8-K 001-38356 3.1 February 10, 2023

3.2 Amended and Restated Bylaws .

1 unchanged sentence

4.1 Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934.

10-K 001-38356 4.1 March 14, 2023

4.2 Second Amended and Restated Warrant, by and among VYNE Therapeutics Inc.

4 unchanged sentences

10-Q 001-38356 4.2 May 11, 2020

4.4 Form of Pre-Funded Warrant to Purchase Common Stock.

8-K 001-38356 4.1 October 30, 2023

10.1†* License Agreement (Topical), dated as of August 9, 2021, by and between In4Derm Limited and VYNE Therapeutics Inc.

10-Q 001-38356 10.1 November, 10, 2021

10.2†* Evaluation and Option Agreement, dated as of April 30, 2021, by and between In4Derm Limited and VYNE Therapeutics Inc.

10-Q 001-38356 10.2 November, 10, 2021

10.2(a)* Letter Agreement, dated as of June 15, 2022, by and between Tay Therapeutics and VYNE Therapeutics Inc.

10.2†* License Agreement (Oral), dated as of April 28, 2023, by and between Tay Therapeutics and VYNE Therapeutics Inc.

10-Q 001-38356 10.1 August 14, 2023

10.3 Controlled Equity Offering Sales Agreement SM , dated August 12, 2021, by and between VYNE Therapeutics Inc.

and Cantor Fitzgerald & Co.

8-K 001-38356 1.1 August 12, 2021

10.3 Sales Agreement, dated as of March 1 , 2024, by and between VYNE Therapeutics Inc.

and Cowen and Company, LLC.

10.4# 2009 Israeli Share Option Plan.

38 unchanged sentences

10-K 001-38356 10.13 March 17, 2022

10.14 Purchase Agreement, dated as of March 15, 2022, by and between VYNE Therapeutics Inc.

and Lincoln Park Capital Fund, LLC.

8-K 001-38356 10.1 March 15, 2022

10.15 Registration Rights Agreement, dated as of March 15, 2022, by and between VYNE Therapeutics Inc.

and Lincoln Park Capital Funds, LLC.

8-K 001-38356 10.2 March 15, 2022

16.1 Letter from PricewaterhouseCoopers LLP, dated April 6, 2022.

8-K 001-38356 16.1 April 7, 2022

10.14 Form of Securities Purchase Agreement, dated as of October 27, 2023, by and among VYNE Therapeutics Inc.

and the Purchasers.

8-K 001-38356 10.1 October 30, 2023

10.15 Form of Registration Rights Agreement, dated as of October 27, 2023, by and among VYNE Therapeutics Inc.

and the Purchasers.

8-K 001-38356 10.2 October 30, 2023

10.16(a)# VYNE Therapeutics Inc.

2023 Equity Incentive Plan.

8-K 001-38356 10.1 December 13, 2023

10.16(b)# Form of Director Option Grant Notice and Option Agreement under the 2023 Equity Incentive Plan

8-K 001-38356 10.2 December 13, 2023

10.16(c)# Form of Employee Option Grant Notice and Option Agreement under the 2023 Equity Incentive Plan.

8-K 001-38356 10.3 December 13, 2023

10.16(d)# Form of Employee Restricted Share Unit Grant Notice and Restricted Share Unit Award Agreement under the 2023 Equity Incentive Plan.

8-K 001-38356 10.4 December 13, 2023

10.17# Non-Employee Director Compensation Policy.

21.1 List of Subsidiaries of VYNE Therapeutics Inc.

23.1 Consent of independent registered public accounting firm.

23.2 Consent of former independent registered public accounting firm.

24.1 Power of Attorney (included on signature page).

31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

2 unchanged sentences

32.2** Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1# VYNE Therapeutics Inc.

Incentive Compensation Recoupment Policy, dated November 8, 2023.

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.

6 unchanged sentences

* Exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.

† Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.

† Portions of this exhibit have been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K because the identified confidential portions are not material and are of the type that the registrant treats as private or confidential.

# Indicates management contract or compensatory plan.

1 unchanged sentence

The agreements and other documents filed as exhibits to this Annual Report on Form 10-K are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.

In particular, any representations and warranties made by us in these agreements or

other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

ITEM 16 - FORM 10-K SUMMARY

18 unchanged sentences

/s/ Steven Basta Director March 1, 2024

/s/ Christine Borowski Director March 1, 2024

Christine Borowski

/s/ Anthony Bruno Director March 1, 2024

2 unchanged sentences

Patrick LePore

/s/ Elisabeth Sandoval Director March 14, 2023

Elisabeth Sandoval

/s/ Elisabeth Sandoval Little Director March 1, 2024

Elisabeth Sandoval Little

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