Yarrow Bioscience to Merge with VYNE Therapeutics in $200M-Backed Reverse Takeover, Advancing TSHR Antibody YB-101 for Graves’ Disease and Thyroid Eye Disease

December 17,New York, VYNE Therapeutics (Nasdaq:VYNE) and Yarrow Bioscience ("Yarrow") announced that they have entered into a definitive merger agreement under which the two companies will combine in an all-stock transaction. Upon closing of the merger, the combined company is expected to operate under the name Yarrow Bioscience and trade on Nasdaq under the ticker symbol "YARW". After the completion of the merger, the combined company plans to focus on advancing YB-101 (also known as GS-098), a clinical-stage potential first-in-class TSH for the treatment of GD and TED.R antibody. ($1.365 Billion! Changchun GeneScience Pharmaceutical Co., Ltd.'s TSHR Antibody Licensed Overseas）

To support this merger, a consortium of industry-leading healthcare investors led by RTW Investments, with the participation of OrbiMed, Janus Henderson Investors, venBio Partners, Logos Capital, LifeSci Venture Partners, and Perceptive Advisors, has committed to a pre-closing financing in Yarrow, totaling approximately $200 million in cash proceeds.

The combined company is expected to have a cash balance at closing that will fund operations into 2028, including advancing the combined company’s lead program, YB-101, into a Phase 1b/2b trial in GD patients, which is expected to be conducted in the United States and other regions. Phase 1b data is expected to be announced in the second half of 2027. Meanwhile, a Phase 1 trial being conducted by licensing partner GenSci is evaluating the safety and efficacy of YB-101 in Chinese TED patients.

Prior to the closing, VYNE expects to declare a cash dividend to pre-merger VYNE shareholders to distribute excess net cash, which is estimated to be approximately $14.5 million to $16.5 million.

Rebecca Frey, President and CEO of Yarrow, stated:"We are excited about this merger, which lays a solid foundation for Yarrow to advance YB-101 for patients with Graves' disease and thyroid eye disease. Autoimmune thyroid diseases represent an area of significant unmet need, and we believe YB-101 has the potential to provide meaningful clinical benefits through its highly targeted TSHR-guided mechanism of action. With the support of an outstanding leadership team and life science investors, Yarrow is well-positioned to fulfill our mission of transforming treatment options in this field."

David Domzalski, President and CEO of VYNE Therapeutics, stated:"Over the past few months, VYNE has evaluated a wide range of options to maximize shareholder value, including assessments of our internal pipeline, financing opportunities, and strategic alternatives. We believe this merger provides a compelling opportunity for our shareholders to realize both short-term and long-term value creation through a cash dividend and the continued development of Yarrow’s potentially breakthrough therapies for thyroid autoimmune diseases."

According to the terms of the merger agreement, pre-merger VYNE shareholders are expected to own approximately 3% of the shares in the combined company, while pre-merger Yarrow shareholders (including investors participating in the aforementioned financing) are expected to own approximately 97% of the shares in the combined company, subject to adjustment based on the final merger agreement.

The merger has received unanimous approval from the boards of directors of both companies and is expected to be completed in the second quarter of 2026, subject to certain closing conditions, including approval by each company’s shareholders, the effectiveness of a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission (“SEC”) for the registration of securities related to the merger, as well as the satisfaction of other customary closing conditions.