Item 1.01. Entry into a Material Definitive Agreement.

On January 26, 2021, VYNE Therapeutics Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with certain institutional and accredited investors (the "Purchasers") for the sale of an aggregate of 21,097,046 shares of common stock (the "Shares") of the Company, par value $0.0001 per share, at a purchase price of $2.37 per share in a registered direct offering. The Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary indemnification rights and obligations of the parties. Closing for the sale of the Shares occurred on January 28, 2021.

H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering.

The Company estimates that the net proceeds to the Company for the offering are approximately $46.7 million after deduction of the placement agent fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The Shares are being sold pursuant to a prospectus supplement, dated January 26, 2021, and related prospectus, dated February 12, 2019, each filed with the U.S. Securities and Exchange Commission, relating to the Company's registration statement on Form S-3 (File No. 333-229482).

In connection with the filing of the Purchase Agreement, the Company is filing the opinion of its counsel, Skadden, Arps, Slate, Meagher & Flom LLP, as Exhibit 5.1 hereto. A copy of the form of the Purchase Agreement is filed as Exhibit 10.1 hereto. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

The following exhibits are filed herewith:





Exhibit No.   Description

  5.1           Opinion of Skadden, Arps, Slate, Meagher & Flom LLP

  10.1          Form of Securities Purchase Agreement, dated January 26, 2021,
              among VYNE Therapeutics Inc. and the purchasers identified therein

  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).

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