MNLO Menlo Therapeutics Inc

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 10, 2023, VYNE Therapeutics Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to effect a one-for-eighteen (1:18) reverse stock split of its outstanding common stock, effective as of February 10, 2023 (the “Reverse Stock Split”). At a special meeting of stockholders held on January 12, 2023, the Company’s stockholders approved a reverse stock split of the Company’s common stock through an amendment to its Amended and Restated Certificate of Incorporation at a ratio of not less than 1-for-10 and not more than 1-for-25, with such ratio to be determined by the Board of Directors. The final one-for-eighteen ratio was approved by the Company’s Board of Directors on February 8, 2023. The Reverse Stock Split will reduce the number of shares of the Company's common stock outstanding from 58,533,691 shares to approximately 3,251,871 shares, subject to adjustment to give effect to the treatment of any fractional shares that stockholders would have received in the Reverse Stock Split.

The Amendment provides that at the effective time of the Reverse Stock Split, every 18 shares of the Company’s issued and outstanding common stock will be automatically converted into one issued and outstanding share of common stock, without any change in par value per share. The Reverse Stock Split will affect all shares of the Company’s common stock outstanding immediately prior to the effective time of the Reverse Stock Split, as well as the number of shares of common stock available for issuance under the Company’s equity incentive plans and employee stock purchase plan. In addition, the Reverse Stock Split will effect a reduction in the number of shares of common stock issuable upon the exercise of stock options and warrants outstanding immediately prior to the effectiveness of the Reverse Stock Split with a corresponding increase in exercise price per share. No fractional shares will be issued from the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share will receive a cash payment in lieu thereof. Stockholders who hold their shares in book-entry form or in “street name” (through a broker, bank or other holder of record) will not be required to take any action.

The Company’s common stock is scheduled to begin trading on the Nasdaq Capital Market on a split-adjusted basis when the market opens on February 13, 2023. The new CUSIP number for the common stock following the Reverse Stock Split is 92941V 308.

The foregoing description is qualified in its entirety by the Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.