SEC Form 3 · accession 0001104659-26-088369
Yarrow Bioscience, Inc. · YARW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ORBIMED ADVISORS LLC
Director
OrbiMed Genesis GP LLC
Director
OrbiMed Capital GP X LLC
Director
Period of report
Jul 27, 2026
Accepted (ET)
Jul 29, 2026 · 9:26 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001566044
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F5 | holding | — | — | — | 233,019 | I | See footnote | |
| Common StockF1,F2,F4,F5 | holding | — | — | — | 33,287 | I | See footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pre-Funded Warrants (right to buy)F3,F5,F6 | $0.0001 | holding | — | — | — | Jul 27, 2026 | — | Common Stock | 4,084,827 | — | I |
| Pre-Funded Warrants (right to buy)F4,F5,F6 | $0.0001 | holding | — | — | — | Jul 27, 2026 | — | Common Stock | 583,545 | — | I |
Explanation of responses
- F1Effective as of July 27, 2026 (the "Effective Time"), a wholly owned subsidiary of VYNE Therapeutics Inc. ("VYNE") merged with and into Yarrow Bioscience, Inc. ("Yarrow") with Yarrow continuing as a wholly owned subsidiary of VYNE and the surviving corporation of the merger (the "Merger") under the name "Yarrow Bioscience Operating Company Corp." In connection with the completion of the Merger, VYNE changed its name to "Yarrow Bioscience, Inc." (hereinafter, the "Issuer").
- F2Represents the number of shares of common stock, par value $0.0001, of the Issuer ("Issuer Common Stock") received by the Reporting Persons in the Merger in exchange for the shares of common stock of Yarrow ("Yarrow Common Stock") held by the Reporting Persons prior to the Merger. Each share of Yarrow Common Stock held at the Effective Time was exchanged for 0.7171 shares of Issuer Common Stock.
- F3These securities are held of record by OrbiMed Private Investments X, LP ("OPI X"). OrbiMed Capital GP X, LP ("GP X LP") is the general partner of OPI X. OrbiMed Capital GP X LLC ("GP X LLC") is the general partner of GP X LP. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP X LLC. By virtue of such relationships, GP X, LP, GP X LLC and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI X. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI X.
- F4These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to shares held by Genesis Master Fund. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund.
- F5This report on Form 3 is jointly filed by OrbiMed Advisors, GP X LLC and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a 1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, Mona Ashiya ("Ashiya"), a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Ashiya is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
- F6The Pre-Funded Warrants are exercisable at any time after the date of issuance, subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants will expire once exercised in full.