VYNE Therapeutics to Merge with Yarrow Bioscience in All‑Stock Deal, VYNE Shareholders to Receive Cash Dividend

VYNE
December 17, 2025

VYNE Therapeutics Inc. (NASDAQ: VYNE) and Yarrow Bioscience, Inc. (NASDAQ: YARW) have entered into a definitive all‑stock merger agreement that will combine the two companies under the Yarrow name and ticker symbol YARW. Under the terms, each VYNE share will be exchanged for a fixed number of Yarrow shares, giving VYNE shareholders a 3% stake in the combined entity while Yarrow shareholders retain a 97% ownership position.

VYNE shareholders will also receive a cash dividend of approximately $14.5 million to $16.5 million before the transaction closes, providing immediate value for the VYNE investor base. The merger is structured to focus the new company on advancing Yarrow’s lead candidate, YB‑101, a humanized monoclonal antibody that targets the thyroid‑stimulating hormone receptor for Graves’ disease and thyroid eye disease.

A pre‑closing financing commitment of roughly $200 million in cash has been secured from a syndicate led by RTW Investments, with participation from OrbiMed, Janus Henderson, venBio Partners, Logos Capital, LifeSci Venture Partners and Perceptive Advisors. The infusion is intended to fund operations through 2028 and support the planned Phase 1b/2b development of YB‑101.

The deal represents a strategic pivot for VYNE, which had previously focused on BET‑inhibitor programs for inflammatory and immune‑mediated conditions. By aligning with Yarrow’s focused pipeline, VYNE’s management signals a shift toward a single, high‑potential asset that addresses a sizable unmet need in the autoimmune thyroid disease market, which is projected to grow from $4.4 billion in 2023 to over $7.5 billion by 2030.

CEO David Domzalski said the merger “provides our shareholders a compelling opportunity to realize both short‑ and long‑term value through a cash dividend and the continued advancement of Yarrow’s potential breakthrough therapies.” Yarrow CEO Rebecca Frey added that the partnership “will accelerate the development of YB‑101 toward meaningful clinical milestones in both Graves’ disease and thyroid eye disease.” Market analysts noted that the combination of a robust financing package, a clear clinical focus, and an immediate dividend has generated a positive reaction among investors.

The transaction is expected to close in the second quarter of 2026, subject to customary regulatory and shareholder approvals. The combined company will operate under the Yarrow name and ticker YARW, with a unified leadership team headed by Yarrow CEO Rebecca Frey.

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