vyne-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ___ TO ___.

Commission file number 001-38356

VYNE THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)


Delaware						45-3757789
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

685 Route 202/206 N, Suite 301

Bridgewater, New Jersey 08807

(Address of principal executive offices including zip code)

(800) 775-7936

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Common Stock, par value $0.0001

VYNE

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of May 1, 2025, there were 16,664,892 shares of the registrant’s Common Stock, par value $0.0001 per share, outstanding.


		Page
Part I	Financial Information	5
Item 1.	Unaudited Financial Statements	5
	Unaudited Condensed Consolidated Balance Sheets	5
	Unaudited Condensed Consolidated Statements Of Operations and Comprehensive Loss	6

	Unaudited Condensed Consolidated Statements Of Changes In Stockholders' Equity	7
	Unaudited Condensed Consolidated Statements Of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31

Part II	Other Information	32
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	34
Item 6.	Exhibits	35
SIGNATURES		37


	March 31,		December 31,
	2025		2024
Assets
Current Assets:
Cash and cash equivalents	$	28,209	$	19,926


Investment in marketable securities	22,063		41,590




Prepaid and other current assets	4,641		2,921


Total Current Assets	54,913		64,437
Non-current Assets:
Property and equipment, net	107		113
Operating lease right-of-use assets	62		93
Non-current prepaid expenses and other assets	1,341		2,262

Total Non-current Assets	1,510		2,468
Total Assets	$	56,423	$	66,905

Liabilities and Stockholders’ Equity
Current Liabilities:
Trade payables	$	3,534	$	2,707
Accrued expenses	6,858		9,272

Employee related obligations	523		1,428
Operating lease liabilities	63		99
Other current liabilities	1,313		1,313


Total Current Liabilities	12,291		14,819





Total Liabilities	$	12,291	$	14,819

Commitments and Contingencies




Stockholders' Equity:
Preferred stock: $0.0001 par value; 20,000,000 shares authorized at March 31, 2025 and December 31, 2024; no shares issued and outstanding at March 31, 2025 and December 31, 2024	—		—
Common stock: $0.0001 par value; 150,000,000 shares authorized at March 31, 2025 and December 31, 2024; 15,959,488 and 14,830,013 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively	2		1
Additional paid-in capital	783,911		783,235
Accumulated other comprehensive income	—		20
Accumulated deficit	(739,781)		(731,170)
Total Stockholders' Equity	44,132		52,086
Total Liabilities and Stockholders’ Equity	$	56,423	$	66,905


	Three Months Ended March 31,
		2025		2024
Revenues


Royalty revenues		$	202	$	98
Total revenues		202		98



Operating expenses:
Research and development		6,124		3,708
General and administrative		3,275		3,770


Total operating expenses		9,399		7,478
Operating loss		(9,197)		(7,380)

Other income, net		594		1,139
Loss from continuing operations before income taxes		(8,603)		(6,241)
Income tax expense		—		—
Loss from continuing operations		(8,603)		(6,241)
Loss from discontinued operations, net of income taxes		(8)		(8)
Net loss		$	(8,611)	$	(6,249)

Loss per share from continuing operations, basic and diluted		$	(0.20)	$	(0.15)
Loss per share from discontinued operations, basic and diluted		$	—	$	—
Loss per share, basic and diluted		$	(0.20)	$	(0.15)

Weighted average shares outstanding - basic and diluted		42,673		42,581

Other comprehensive loss:
Unrealized losses on marketable securities, net of tax of $0		(20)		(96)
Total other comprehensive loss		(20)		(96)
Comprehensive loss		$	(8,631)	$	(6,345)


	Common stock		Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit				Total Stockholders' Equity
		Number of Shares	Amount		Amount
BALANCE AT JANUARY 1, 2024		14,098,888	$	1	$	780,044	$	26	$	(691,336)		$	88,735
CHANGES DURING THE PERIOD:
Net loss		—	—		—		—		(6,249)			(6,249)
Vesting of restricted stock units, net of withholding for tax, and shares issued under employee stock purchase plan		2,809	—		(5)		—		—			(5)
Stock-based compensation		—	—		985		—		—			985
Cashless exercise of pre-funded warrants		199,991	—		—		—		—			—
Unrealized losses from marketable securities		—	—		—		(96)		—			(96)





BALANCE AT MARCH 31, 2024		14,301,688	$	1	$	781,024	$	(70)	$	(697,585)		$	83,370

BALANCE AT JANUARY 1, 2025		14,830,013	$	1	$	783,235	$	20	$	(731,170)		$	52,086
CHANGES DURING THE PERIOD:
Net loss		—	—		—		—		(8,611)			(8,611)
Vesting of restricted stock units, net of withholding for tax, and shares issued under employee stock purchase plan		81,184	—		(87)		—		—			(87)
Stock-based compensation		—	—		763		—		—			763


Cashless exercise of pre-funded warrants		1,048,291	1		—		—		—			1
Unrealized losses from marketable securities		—	—		—		(20)		—			(20)


BALANCE AT MARCH 31, 2025		15,959,488	$	2	$	783,911	$	—	$	(739,781)		$	44,132


	Three Months Ended March 31,
(in numbers of shares)	2025	2024
Outstanding stock options and RSUs	3,763,069	2,210,974
Warrants	27,509	27,509


	March 31, 2025
(in thousands)	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	27,209	$	1,000	$	—	$	28,209
Marketable securities	—		22,063		—		22,063
Total assets	$	27,209	$	23,063	$	—	$	50,272


	December 31, 2024
(in thousands)	Level 1		Level 2		Level 3		Total
Cash and cash equivalents	$	19,926	$	—	$	—	$	19,926
Marketable securities	—		41,590		—		41,590
Total assets	$	19,926	$	41,590	$	—	$	61,516


	March 31, 2025
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value

U.S. Treasury bills	$	22,063	—		—		$	22,063
Total	$	22,063	$	—	$	—	$	22,063


	Three Months Ended March 31,
	2025
Exercise price	$2.35 - $2.77
Dividend yield	—	%
Expected volatility	104.08% - 104.79%
Risk-free interest rate	4.57% - 4.58%
Expected term	6 years


	Three Months Ended March 31,				Increase/(Decrease)		Increase/(Decrease)
(in thousands, except %)	2025		2024		$		%
Revenues
Royalty revenues	$	202	$	98	$	104	106.1	%
Total revenues	202		98		104		106.1	%

Operating expenses:
Research and development	6,124		3,708		2,416		65.2	%
General and administrative	3,275		3,770		(495)		(13.1)	%
Total operating expenses	9,399		7,478		1,921		25.7	%
Operating loss	(9,197)		(7,380)		1,817		24.6	%

Other income, net	594		1,139		(545)		(47.8)	%
Loss from continuing operations before income taxes	(8,603)		(6,241)		2,362		37.8	%
Income tax expense	—		—		—		—	%
Loss from continuing operations	(8,603)		(6,241)		2,362		37.8	%
Loss from discontinued operations, net of income taxes	(8)		(8)		—		—	%
Net loss	$	(8,611)	$	(6,249)	$	2,362	37.8	%


			Estimated Useful Life


Office equipment			5 years



			VYNE Therapeutics Inc.

			By:			/s/ David Domzalski
						David Domzalski Chief Executive Officer
						(On Behalf of the Registrant and as Principal Executive Officer)

			By:			/s/ Tyler Zeronda
						Tyler Zeronda Chief Financial Officer
						(Principal Financial Officer and Principal Accounting Officer)

SEC Form 10-Q filed by VYNE Therapeutics Inc.