UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2021, VYNE Therapeutics Inc. (the “Company”) entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) as sales agent. Under the terms of the Sales Agreement, the Company may offer, issue and sell through Cantor, from time to time, shares of common stock, par value $0.0001 per share, of the Company (“Common Stock”) having an aggregate offering price of up to $50 million (the “Shares”).
Under the Sales Agreement, Cantor may sell Shares by any method permitted by law and deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the Nasdaq Global Select Market, or on any other existing trading market for the Common Stock. The Company may instruct Cantor not to sell Shares if the sales cannot be effected at or above the price designated by the Company from time to time.
The Company is not obligated to make any sales of Shares under the Sales Agreement, and if it elects to make any sales, the Company can set a minimum sales price for the Shares. The offering of Shares pursuant to the Sales Agreement will terminate upon the termination of the Sales Agreement by Cantor or the Company, as permitted therein.
The Company will pay Cantor a fixed commission rate of 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide Cantor with customary indemnification and contribution rights, including for liabilities under the Securities Act.
The Sales Agreement also contains customary representations, warranties and covenants by the Company, other obligations of the parties and other termination-related provisions. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
The foregoing description of the terms and conditions of the Sales Agreement is not complete and is qualified in its entirety by the full text of the Sales Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
The Shares to be issued and sold under the Sales Agreement will be offered pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-255841) (the “Registration Statement”), which was filed with the Securities and Exchange Commission on May 6, 2021 and was declared effective on May 14, 2021, and the related base prospectus included in the Registration Statement, as supplemented by the prospectus supplement dated August 12, 2021. The Sales Agreement is hereby incorporated by reference as an exhibit to the Registration Statement.
The legal opinion and consent of Skadden, Arps, Slate, Meagher & Flom LLP addressing the validity of the Shares to be issued pursuant to the Sales Agreement, are filed as Exhibits 5.1 and 23.1, respectively, to this report, and are incorporated by reference as exhibits to the Registration Statement.
This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares 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.
The information contained in this Item 1.01 is hereby incorporated by reference into the Registration Statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is being furnished herewith.
| Exhibit No. | Description |
| 1.1 | Controlled Equity Offering Sales AgreementSM, dated August 12, 2021, by and between VYNE Therapeutics Inc. and Cantor Fitzgerald & Co. |
| 5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to validity of shares to be offered. |
| 23.1 | Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VYNE THERAPEUTICS INC. | ||
| Date: August 12, 2021 | By: | /s/ Mutya Harsch |
|
Mutya Harsch Chief Legal Officer and General Counsel | ||