Amendment: SEC Form SCHEDULE 13G/A filed by VYNE Therapeutics Inc.
$VYNE
Biotechnology: Pharmaceutical Preparations
Health Care
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)
|
VYNE Therapeutics Inc. (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
92941V308 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 92941V308 |
| 1 | Names of Reporting Persons
Eventide Asset Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,849,597.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
|
| CUSIP No. | 92941V308 |
| 1 | Names of Reporting Persons
Finny Kuruvilla, M.D. Ph. D. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,849,597.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
|
| CUSIP No. | 92941V308 |
| 1 | Names of Reporting Persons
Robin C. John | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,849,597.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
VYNE Therapeutics Inc. | |
| (b) | Address of issuer's principal executive offices:
685 Route 202/206 N., Suite 301, Bridgewater, NJ 08807 | |
| Item 2. | ||
| (a) | Name of person filing:
(i) Eventide Asset Management, LLC ("Eventide")
(ii) Finny Kuruvilla, M.D., Ph.D. ("Kuruvilla")
(iii) Robin C. John ("John") | |
| (b) | Address or principal business office or, if none, residence:
Eventide, Kuruvilla and John:
One International Place, Suite 4210
Boston, Massachusetts 02110 | |
| (c) | Citizenship:
Eventide: Delaware
Kuruvilla: United States
John: United States | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 | |
| (e) | CUSIP No.:
92941V308 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) Eventide: 1,849,597
(ii) Kuruvilla: 1,849,597
(iii) John: 1,849,597 | |
| (b) | Percent of class:
(i) Eventide: 9.99%
(ii) Kuruvilla: 9.99%
(iii) John: 9.99% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(1) Eventide: 1,849,597
(2) Kuruvilla: 0
(3) John: 0 | ||
| (ii) Shared power to vote or to direct the vote:
(1) Eventide: 0
(2) Kuruvilla: 1,849,597
(3) John: 1,849,597 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(1) Eventide: 1,849,597
(2) Kuruvilla: 0
(3) John: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(1) Eventide: 0
(2) Kuruvilla: 1,849,597
(3) John: 1,849,597 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
This Schedule 13G amendment is being filed to disclose a change in the mix of security types owned. As of June 30, 2025, Eventide is the beneficial owner of common stock of the Issuer ("Common Stock") issuable upon the exercise of pre-funded warrants (the "Warrants") as the investment adviser to Eventide Healthcare Innovation Fund I LP, a private fund (the "Fund"); provided that the Warrants may not be exercised if such exercise would cause the holder to beneficially own in excess of 9.99% of the number of shares of the Issuer's Common Stock then outstanding.
Eventide Asset Management, LLC is the Managing Member of Eventide Healthcare Innovation Fund I GP LLC which is the general partner of the Fund. The Warrants would be exercisable for up to 5,287,413 shares of Common Stock, subject to the limitation on exercise. If not for such limitation on exercise, the Reporting Persons would beneficially own in excess of 9.99% of the Issuer's Common Stock. The percentages reported herein regarding the Reporting Persons' holdings are calculated based upon information in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2025, as filed with the Securities and Exchange Commission on May 8, 2025, citing 16,664,892 outstanding shares of Common Stock of the Issuer as of May 1, 2025. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
In accordance with Rule 13d-4 of the Securities Exchange Act of 1934, each of the persons filing this statement expressly disclaim the beneficial ownership of the securities covered by this statement and the filing of this report shall not be construed as an admission by such persons that they are the beneficial owners of such securities. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
Exhibit Information
|
EXHIBIT 1
WHEREAS, in accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934 (the "Act"), only one joint Statement and any amendments thereto need to be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
Eventide Asset Management, LLC, Finny Kuruvilla, M.D., Ph. D. and Robin C. John do hereby agree, in accordance with Rule 13d-1(k)(1) under the Act, to file a Statement on Schedule 13G relating to their ownership of the Common Stock of the Issuer, and do hereby further agree that said Statement on Schedule 13G shall be filed on behalf of each of them.
Eventide Asset Management, LLC
Date: August 14, 2025
By: /s/ Peter J. Luiso
Name: Peter J. Luiso
Title General Counsel
Finny Kuruvilla, M.D., Ph. D.
Date: August 14, 2025
By: /s/ Finny Kuruvilla, M.D., Ph. D.
Name: Finny Kuruvilla, M.D., Ph. D.
Robin C. John
Date: August 14, 2025
By: /s/ Robin C. John
Name: Robin C. John |