Yarrow Bioscience (YARW) completes VYNE merger and funds YB-101
Rhea-AI Filing Summary
Yarrow Bioscience, Inc. (formerly VYNE Therapeutics) completed its merger with privately held Yarrow Bioscience, making Yarrow a wholly owned subsidiary, changing its name and ticker to YARW, and effecting a 1-for-50 reverse stock split.
Based on valuations of $272.9 million for Pre-Merger Yarrow and $8.5 million for VYNE, each Yarrow share converted into 0.7171 shares of the public company. Immediately after closing, former Yarrow holders owned about 97% of the combined company and legacy VYNE holders about 3%, with roughly 2.8 million common shares outstanding, or 28.6 million on a fully diluted basis including pre-funded warrants.
Pre-Merger Yarrow raised $100 million in Series A preferred stock and $100 million in a PIPE that included 13,068,176 pre-funded warrants at a $0.0001 exercise price; the company expects this $200 million of financing to fund operations into 2028. Ahead of closing, VYNE paid a special cash dividend of $17.3 million, or $0.40242 per share. The combined company is led by a new Yarrow-dominated board and management team and is advancing lead antibody YB-101, which has FDA Fast Track for Graves’ disease, into an ongoing Phase 2a/2b trial.
Positive
- Closes reverse merger and secures private financings totaling $200 million, with cash expected to fund operations into 2028 while advancing lead program YB-101 through Phase 2 clinical development.
- Legacy VYNE stockholders and warrant holders received a special cash dividend of $17.3 million, or $0.40242 per share, paid on July 23, 2026 before completion of the merger.
Negative
- Post-transaction ownership is highly concentrated, with Pre-Merger Yarrow stockholders holding approximately 97% of the combined company and legacy VYNE holders about 3% immediately after closing.
Filing Explained
Yarrow’s completed merger leaves approximately 28.6 million shares before equity plans, while new plans add future issuance capacity.
The Form 8-K records the completed merger and the resulting equity structure: approximately
The filing also reports approximately
Under the supplied dilution definition, additional shares can reduce existing holders’ percentage ownership. The new stock incentive plan has an initial pool of
Beginning in 2027, the stock plan may increase annually by up to 5% of diluted stock and the employee plan by the lesser of 1% of diluted stock or
8-K Event Classification
Key Figures
Key Terms
Reverse Stock Split financial
pre-funded warrants financial
Fast Track Designation regulatory
Graves’ disease medical
thyroid eye disease medical
due bills financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction did VYNE (now Yarrow Bioscience) complete with Yarrow Bioscience, Inc.?
How is ownership split between former VYNE (VYNE) and Yarrow stockholders after the merger?
How much capital did Yarrow Bioscience raise in connection with the VYNE (VYNE) merger?
What special dividend did VYNE (VYNE) pay before closing the Yarrow merger?
What is Yarrow Bioscience’s lead drug YB-101 and what trials are underway?
What new equity plans did Yarrow Bioscience adopt after the VYNE (VYNE) merger?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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INTRODUCTORY NOTE
Agreement and Plan of Merger and Reorganization
On July 27, 2026 (the “Closing Date”), Yarrow Bioscience, Inc., a Delaware corporation (formerly known as VYNE Therapeutics Inc., a Delaware corporation) (prior to the Closing Date, unless context otherwise requires, “VYNE” and, after the Closing Date, the “Company”), consummated the previously announced acquisition (the “Closing”) of Yarrow Bioscience, Inc., a Delaware corporation (“Pre-Merger Yarrow”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated December 17, 2025 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto on January 30, 2026 (“Amendment No. 1” and, together with the Original Merger Agreement, the “Merger Agreement”), by and among the Company, Yellow Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Pre-Merger Yarrow. Pursuant to the Merger Agreement, Merger Sub merged with and into Pre-Merger Yarrow, with Pre-Merger Yarrow continuing as a wholly owned subsidiary of the Company 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.” The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and/or a transfer within the meaning of Section 351(a) of the Code.
Following the Reverse Stock Split (as defined below), which occurred prior to the Closing, at the effective time of the Merger (the “Effective Time”), (i) each then-outstanding share of Pre-Merger Yarrow capital stock (the “Yarrow Capital Stock”) (including shares of Yarrow Capital Stock issued pursuant to the Pre-Closing Financing (as defined below) and Pre-Merger Yarrow’s Series A preferred financing described below and excluding shares of Yarrow Capital Stock held as treasury stock immediately prior to the Effective Time and any dissenting shares) was converted into the right to receive a number of shares of VYNE common stock, par value $0.0001 (the “Company Common Stock”), calculated in accordance with the Merger Agreement (the “Exchange Ratio”), (ii) each option to purchase shares of Pre-Merger Yarrow common stock that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, ceased to represent a right to acquire shares of Pre-Merger Yarrow common stock and was converted into and became an option to purchase shares of Company Common Stock on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement, and (iii) each then-outstanding and unexercised warrant to purchase shares of Pre-Merger Yarrow common stock was converted into and became a warrant to purchase shares of Company Common Stock on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement. Under the terms of the Merger Agreement, prior to the Effective Time, the board of directors of VYNE (the “Board”) accelerated the vesting of all options to purchase VYNE common stock (the “Company Options”) and VYNE restricted stock units (the “Company Restricted Stock Units”). Each then-outstanding Company Option with an exercise price per share equal to or less than the volume weighted average closing trading price of a share of Company Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) for the five (5) consecutive trading days ending three (3) trading days prior to the Calculation Date (as defined in the Merger Agreement), as reported by Bloomberg L.P. (the “Company Closing Price” and such Company Options, “In-the-Money Company Options”), was cancelled at the Effective Time and such holder thereof received an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying the excess of the Company Closing Price over the exercise price per share of the Company Common Stock underlying such Company Option by the number of shares of the Company Common Stock underlying such Company Option. Each Company Option with an exercise price greater than the Company Closing Price was cancelled for no consideration. Immediately prior to the Effective Time, each holder of an accelerated Company Restricted Stock Unit was entitled to receive a number of shares of Company Common Stock equal to the number of vested and unsettled shares underlying such Company Restricted Stock Unit.
No fractional shares of Company Common Stock were issued in connection with the Merger, and no certificates or scrip for any such fractional shares were issued. Any fractional shares of Company Common Stock resulting from the conversion of shares of Yarrow Capital Stock (including shares of Pre-Merger Yarrow common stock issued in the Pre-Closing Financing) were treated as follows: (i) one share of Company Common Stock if the aggregate amount of fractional shares of Company Common Stock of any individual holder of Yarrow Capital Stock upon conversion equaled or exceeded 0.50 or (ii) no shares of Company Common Stock if the aggregate amount of fractional shares of Company Common Stock of any individual holder of Yarrow Capital Stock upon conversion was less than 0.50, with no cash paid for any fractional share eliminated by such rounding.
The Exchange Ratio was calculated using a formula intended to allocate Pre-Merger Yarrow stockholders and VYNE stockholders a percentage of the Company. Based on VYNE’s valuation of $8.5 million, Pre-Merger Yarrow’s valuation of $272.9 million (which included the amount of proceeds received by Pre-Merger Yarrow in the Pre-Closing Financing and fair market value of the Pre-Merger Yarrow’s Series A preferred financing) and fully diluted capitalization as of July 27, 2026, calculated using the treasury stock method (subject to certain adjustments), the Exchange Ratio was 0.7171 shares of Company Common Stock for each share of Pre-Merger Yarrow common stock.
After giving effect to the Pre-Closing Financing and Pre-Merger Yarrow’s Series A preferred financing, and immediately following the Closing, Pre-Merger Yarrow stockholders owned approximately 97% of the combined company and VYNE stockholders owned approximately 3% of the combined company. For purposes of calculating the Exchange Ratio, (i) shares of Company Common Stock underlying In-the-Money Company Options (other than such In-the-Money Company Options cashed out in accordance with the Merger Agreement which would have reduced the calculation of the Company’s net cash), warrants or other rights or commitments to receive shares of Company Common Stock, including the Company Restricted Stock Units, were deemed outstanding and (ii) all shares of Yarrow Capital Stock underlying outstanding options, warrants or other rights or commitments to receive shares of Yarrow Capital Stock were deemed outstanding, except as provided in the Merger Agreement.
In addition, on July 23, 2026 (the “Payment Date”), the Company distributed a cash dividend to holders of VYNE common stock and warrants of record as of July 22, 2026 in an aggregate amount of approximately $17.3 million and distributed approximately $0.40242 per share (the “VYNE Dividend”). Because the VYNE Dividend exceeded 25% of the closing price of VYNE common stock on July 10, 2026, the declaration date, it was subject to an ex-dividend date of one business day after the Payment Date pursuant to the rules of Nasdaq. Accordingly, Nasdaq set July 24, 2026 as the ex-dividend date for the VYNE Dividend. VYNE common stock traded with “due bills” during the due bill period beginning July 21, 2026 and through July 23, 2026 (the “Due Bill Period”). Therefore, investors who purchased VYNE common stock during the Due Bill Period were entitled to receive the VYNE Dividend, and investors who sold VYNE common stock during the Due Bill Period were not entitled to receive the VYNE Dividend. The due bill obligations were settled customarily between the brokers representing the buyers and sellers of VYNE common stock. VYNE had no obligations for either the amount of the due bill or the processing of the due bill.
In addition, prior to the consummation of the Merger, VYNE effected a 1-for-50 reverse stock split of VYNE common stock, which became legally effective on July 24, 2026 (the “Reverse Stock Split”). The Company Common Stock commenced trading on a post-Reverse Stock Split basis at the open of trading on July 27, 2026, and a post-Merger basis at the open of trading on July 28, 2026.
The material provisions of the Merger Agreement are described in the Company’s definitive proxy statement/prospectus filed on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”), most recently amended on June 3, 2026 and declared effective on June 15, 2026 (as amended, the “Proxy Statement/Prospectus”), in the section entitled “The Merger Agreement” beginning on page 166, and are incorporated herein by reference.
Pre-Merger Yarrow Series A Preferred Financing
In connection with the execution and delivery of the Merger Agreement, certain new and existing institutional and accredited investors of Pre-Merger Yarrow entered into a Series A stock purchase agreement with Pre-Merger Yarrow, pursuant to which such persons invested in a private placement of Pre-Merger Yarrow’s Series A preferred stock for an aggregate purchase price of approximately $100.0 million.
Pre-Closing Financing
Concurrently with the execution and delivery of the Merger Agreement, certain new and existing institutional and accredited investors of Pre-Merger Yarrow entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Pre-Merger Yarrow, pursuant to which such investors purchased, immediately prior to the Merger, 1,096,125 shares of Pre-Merger Yarrow common stock and 13,068,176 Pre-Merger Yarrow pre-funded warrants (the “PIPE Securities”), for gross proceeds of approximately $100.0 million (the “Pre-Closing Financing”). Under the Securities Purchase Agreement, the number of shares of Pre-Merger Yarrow common stock and Pre-Merger Yarrow pre-funded warrants were determined at a purchase price per share or pre-funded warrant equal to (i) a valuation for Pre-Merger Yarrow of approximately $172.9 million, (ii) divided by the number of fully diluted shares of Pre-Merger Yarrow common stock outstanding immediately prior to the Effective Time (including the securities issued under the Securities Purchase Agreement).
The Pre-Merger Yarrow pre-funded warrants have an exercise price per share equal to $0.0001 (as adjusted from time to time as provided in the form of pre-funded warrant) and may be exercised at any time and from time to time after the original issue date. The Pre-Merger Yarrow pre-funded warrants do not expire.
The shares of Pre-Merger Yarrow common stock and Pre-Merger Yarrow pre-funded warrants that were issued in the Pre-Closing Financing were or have the right to be, respectively, converted into shares of Company Common Stock in the Merger. The Securities Purchase Agreement contains customary representations and warranties of Pre-Merger Yarrow and also contains customary representations and warranties of the purchaser parties thereto.
The preceding descriptions of the Merger, Merger Agreement, Pre-Closing Financing, Securities Purchase Agreement and Pre-Funded Warrant do not purport to be complete and are qualified in their entirety by reference to the Original Merger Agreement, Amendment No. 1, the Securities Purchase Agreement and the Form of Pre-Funded Warrant, which are attached hereto as Exhibits 2.1, 2.2, 10.1 and 4.1 and which are incorporated herein by reference.
The information set forth under the headings “Support Agreements and Lock-Up Agreement” in Item 1.01 of the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2025 is incorporated herein by reference.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Indemnification Agreements
On July 27, 2026, the Company entered into indemnification agreements (collectively, the “Indemnification Agreements”) with each of its directors and executive officers (collectively, the “Indemnitees”), which replaced and superseded any previous indemnification agreements between the Company and each such individual. The Indemnification Agreements provide for certain indemnification and advancement of expenses by the Company in connection with actions or proceedings arising out of the Indemnitees’ service as directors or officers of the Company or service to other entities at the Company’s request, on the terms and subject to the conditions set forth therein.
The foregoing description of the Indemnification Agreements is not complete and is subject to and qualified in its entirety by reference to the complete text of the Indemnification Agreements, the form of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The disclosure set forth in the “Introductory Note” above, including with respect to the Merger, is incorporated into this Item 2.01 by reference.
All of the proposals included in the Proxy Statement/Prospectus were approved by VYNE stockholders at a special meeting of stockholders held on July 16, 2026 (the “Special Meeting”), other than the proposal to adjourn the Special Meeting, which was not presented to the stockholders.
In connection with the consummation of the Merger, on the Closing Date, all of the then-outstanding (i) 4,250,000 shares of Pre-Merger Yarrow common stock, (ii) 20,242,911 shares of Pre-Merger Yarrow Series A preferred stock, (iii) 2,792,194 shares of Pre-Merger Yarrow common stock issuable upon the exercise of outstanding options, (iv) 1,096,125 shares of Pre-Merger Yarrow common stock purchased in the Pre-Closing Financing and (v) 13,068,176 Pre-Merger Yarrow pre-funded warrants purchased in the Pre-Closing Financing were converted into the right to receive shares of Company Common Stock and/or Company pre-funded warrants, as applicable, equal to the Exchange Ratio.
Immediately following the application of the Exchange Ratio (which was adjusted to give effect to the Reverse Stock Split described below), and following the consummation of the transactions contemplated by the Merger Agreement, the Company had approximately 28,584,308 shares of Company Common Stock issued and outstanding (assuming the exercise in full of all Company pre-funded warrants and excluding outstanding employee and director option awards), which was comprised of:
| · | 2,803,078 shares of Company Common Stock (inclusive of issuances pursuant to the Merger Agreement and the Pre-Closing Financing); and |
| · | 25,781,230 shares of Company Common Stock issuable upon the exercise of Company pre-funded warrants, each exercisable for one share of Company Common Stock at a price of $0.0001 per share. |
Immediately prior to the consummation of the Merger, VYNE effected the 1-for-50 Reverse Stock Split of VYNE common stock, which became legally effective on July 24, 2026. The Company Common Stock commenced trading on a post-Reverse Stock Split basis at the open of trading on July 27, 2026, and on a post-Merger basis at the open of trading on July 28, 2026.
| Item 2.02 | Results of Operations and Financial Condition. |
Pre-Merger Yarrow’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of March 31, 2026 and for the period from October 3, 2025 (inception) to March 31, 2026 is included in the Proxy Statement/Prospectus beginning on page 307 and is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
To the extent required by this Item, the information included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. The PIPE Securities were offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof. Each of the investors represented that it was an “accredited investor,” as defined in Regulation D, and acquired the PIPE Securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy the PIPE Securities or any other securities of the Company or Pre-Merger Yarrow.
| Item 3.03 | Material Modification to Rights of Security Holders. |
To the extent required by this Item, the information included in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
VYNE held the Special Meeting on July 16, 2026 to present the proposals included in the Proxy Statement/Prospectus. At the Special Meeting, the VYNE stockholders approved, among other matters, amendments to the Amended and Restated Certificate of Incorporation of the Company to (i) increase the number of authorized shares of Company Common Stock from 150,000,000 shares to 300,000,000 shares (the “Authorized Share Increase”), (ii) effect the Reverse Stock Split and (iii) change its name from “VYNE Therapeutics Inc.” to “Yarrow Bioscience, Inc.” (the “Name Change”), in each case as described in the Proxy Statement/Prospectus. Following the Special Meeting, the Board approved the Reverse Stock Split at a ratio of 1-for-50. To effect the Reverse Stock Split, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Reverse Stock Split Certificate of Amendment”), with an effective time of 8:45 a.m., Eastern Daylight Time, on July 24, 2026 (“Reverse Stock Split Certificate of Amendment Effective Time”). To effect the Authorized Share Increase, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Authorized Share Increase Certificate of Amendment”), with an effective time of 12:01 a.m., Eastern Daylight Time, on July 27, 2026. To effect the Name Change, the Company filed a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Name Change Certificate of Amendment”), with an effective time of 12:03 a.m., Eastern Daylight Time, on July 27, 2026.
As of the Reverse Stock Split Certificate of Amendment Effective Time, every 50 shares of Company Common Stock issued and outstanding immediately prior to the Reverse Stock Split were automatically and without further action on the part of the Company or any holders of such Company Common Stock, combined into one share of Company Common Stock. Immediately following the Reverse Stock Split and Merger, there were approximately 2.8 million shares of Company Common Stock issued and outstanding.
No fractional shares of Company Common Stock were issued as a result of the Reverse Stock Split. Instead, any stockholder who would have otherwise been entitled to a fractional share of Company Common Stock as a result of the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would have otherwise been entitled) was, in lieu thereof, entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of Company Common Stock multiplied by the closing price per share as reported by Nasdaq on July 23, 2026. The Company Common Stock commenced trading on a post-Reverse Stock Split basis on July 27, 2026, and a post-Merger basis on July 28, 2026. The Company Common Stock is represented by a new CUSIP number (92941V407). The par value per share of the Company Common Stock remains unchanged.
The foregoing descriptions of the Authorized Share Increase Certificate of Amendment, Reverse Stock Split Certificate of Amendment and Name Change Certificate of Amendment do not purport to be complete and are subject to and qualified in their entirety by the full text of the Authorized Share Increase Certificate of Amendment, Reverse Stock Split Certificate of Amendment and Name Change Certificate of Amendment, copies of which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated herein by reference.
| Item 5.01 | Changes in Control of Registrant. |
To the extent required by this Item, the information included under the heading “Introductory Note” and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Directors and Certain Officers
In accordance with the Merger Agreement, at the Effective Time, all of the Company’s directors resigned from the Board and any respective committee of the Board of which they were members. The resignations were not the result of any disagreements with the Company relating to the Company’s operations, policies or practices. The size of the Board was increased to six directors.
In addition, each of David Domzalski, VYNE’s President and Chief Executive Officer, Iain Stuart, Ph.D., VYNE’s Chief Scientific Officer, and Mutya Harsch, VYNE’s Chief Legal Officer and General Counsel, resigned as executive officers at the Closing and their employment was terminated effective July 27, 2026, which terminations are considered to be without “cause” related to a change in control for purposes of their offer letters with VYNE. Subject to their execution and non-revocation of a release of claims, each of Mr. Domzalski, Mr. Stuart and Ms. Harsch will be eligible for the separation benefits set forth under their offer letters, as previously disclosed in the Proxy Statement/Prospectus.
Stock Incentive Plan
On April 23, 2026, the Board approved the Yarrow Bioscience, Inc. 2026 Stock Incentive Plan (the “2026 Stock Plan”), subject to stockholder approval and the consummation of the Merger. On July 16, 2026, the Company’s stockholders approved the 2026 Stock Plan at the Special Meeting and on July 27, 2026, the Board ratified the 2026 Stock Plan. The purpose of the 2026 Stock Plan is to promote and closely align the interests of employees, officers, non-employee directors and other individual service providers of the Company and its stockholders by providing stock-based compensation and other performance-based compensation. The initial share pool under the 2026 Stock Plan is 2,688,931. The shares that may be issued under the 2026 Stock Plan will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036, in an amount equal to 5% of the diluted stock (including Company Common Stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31, unless a lower (or no) increase is determined by the administrator. Only 100,000,000 shares of Company Common Stock may be issued under the 2026 Stock Plan as incentive stock options.
The foregoing description of the 2026 Stock Plan is not complete and is subject to and qualified in its entirety by reference to the complete text of the 2026 Stock Plan, a copy of which is attached hereto as Exhibit 10.5 and incorporated herein by reference.
Employee Stock Purchase Plan
On April 23, 2026, the Board approved the Yarrow Bioscience, Inc. 2026 Employee Stock Purchase Plan (the “2026 ESPP”), subject to stockholder approval and the consummation of the Merger. On July 16, 2026, the Company’s stockholders approved the 2026 ESPP at the Special Meeting and on July 27, 2026, the Board ratified the 2026 ESPP. The purpose of the 2026 ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase shares of the Company Common Stock through accumulated contributions. The 2026 ESPP, and the rights of participants to make purchases thereunder, is intended to qualify under Section 423 of the Code. The initial share pool under the 2026 ESPP is 336,116. The shares that may be issued under the 2026 ESPP will be automatically increased on January 1 of each year beginning in 2027 and ending with a final increase on January 1, 2036 in an amount equal to the lesser of 1% of the diluted stock (including Company Common Stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31 or 2,500,000, unless a lower (or no) increase is determined by the compensation committee of the Board.
The foregoing description of the 2026 ESPP is not complete and is subject to and qualified in its entirety by reference to the complete text of the 2026 ESPP, a copy of which is attached hereto as Exhibit 10.6 and incorporated herein by reference.
Appointment of Directors and Certain Officers
On July 27, 2026, the Board appointed Rebecca Frey, Pharm.D. as the Company’s Chief Executive Officer, Tyler Zeronda as the Company's Chief Financial Officer, Steven Ryder, M.D. as the Company's Chief Medical Officer, Lori Payton, Ph.D. as the Company's Chief Development Officer and Rachael Alford, Ph.D. as the Company's Chief Operating Officer, each to serve at the discretion of the Board.
On July 27, 2026, the Board set its size at six members and appointed the following six individuals to the Board: Rebecca Frey, Mona Ashiya, Steven Hoerter, Bill Lundberg, Peter Silverman and William White. In connection with his appointment to the Board, Bill Lundberg was also appointed as Chair of the Board.
Rebecca Frey and Steven Hoerter are Class I directors, whose terms will expire at the Company's 2028 annual meeting of stockholders. Bill Lundberg and William White are Class II directors, whose terms will expire at the Company's 2029 annual meeting of stockholders. Mona Ashiya and Peter Silverman are Class III directors, whose terms will expire at the Company's 2027 annual meeting of stockholders.
Other than as disclosed in the section of the Proxy Statement/Prospectus entitled “Certain Relationships and Related Party Transactions of the Combined Company,” beginning on page 328 and incorporated herein by reference, none of the Company's newly appointed officers or directors has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Pursuant to a letter agreement dated April 15, 2026, by and among OrbiMed Advisors LLC (“OrbiMed”), Pre-Merger Yarrow and, following the Closing, the Company (the “Letter Agreement”), OrbiMed is entitled to designate (i) up to two directors to the Board so long as OrbiMed holds at least 15% of the outstanding shares of the Company Common Stock or a reference ownership percentage of at least 90% of its ownership immediately following the Closing, and (ii) one such director as long as OrbiMed holds at least 7.5% of the outstanding shares or a reference ownership percentage of at least 50% (the “OrbiMed Designee(s)”), in each case as calculated pursuant to the Letter Agreement. Mona Ashiya, a Member at OrbiMed, was appointed to the Pre-Merger Yarrow board of directors in December 2025 in connection with the Pre-Merger Yarrow Series A preferred financing and serves as an OrbiMed Designee. OrbiMed has the right to designate one additional director in the future after the Closing.
Other than the Merger Agreement and the Letter Agreement, there are no arrangements or understandings between the Company's officers or directors and any other person pursuant to which such officers or directors were selected as an officer or a director. There are no family relationships among any of the Company's directors and officers.
Each of the newly appointed principal officers’ and directors’ biographical information is set forth below.
Rebecca Frey. Ms. Frey, age 52, has served as Pre-Merger Yarrow’s Chief Executive Officer and President since October 2025 and as a member of the Pre-Merger Yarrow board of directors since December 2025. She was elected as an At-Large Director in accordance with the Pre-Merger Yarrow certificate of incorporation. Prior to joining Pre-Merger Yarrow, Ms. Frey served as a Venture Partner at RTW, a leading life sciences investment firm, from February 2025 to January 2026 and served as a Venture Partner at Elm Street Ventures from February 2021 to December 2025. Ms. Frey also served as the interim Chief Executive Officer of Prolium Bioscience, a biotechnology company, from February 2025 to July 2025. Prior to joining RTW, Ms. Frey served as Chief Executive Officer of Siduma Therapeutics, a biotechnology company, from April 2021 to May 2024, Chief Operating Officer at EvolveImmune Therapeutics, Inc., a biotechnology company, from February 2020 to December 2021, Chief Operating Officer at Cardurion Pharmaceuticals, Inc., a biotechnology company, from 2018 to 2020, and Executive Vice President of Operations at Prevail Therapeutics Inc. (formerly, Nasdaq: PRVL), a biotechnology company, from 2017 to 2018. Prior to joining Prevail, Ms. Frey held various operational leadership roles at Alexion Pharmaceuticals, Inc. (formerly, Nasdaq: ALXN), a biopharmaceutical company, from October 2006 to September 2017. Prior to her service at Alexion Pharmaceuticals, Ms. Frey worked in development and medical affairs at Novartis Pharmaceuticals and was an Assistant Professor at Northeastern University. Ms. Frey currently serves on the board of Octant Bio, a biotechnology company. Ms. Frey previously served as Executive Chair of Artelis Biopharma from August 2024 to December 2025 and served on the board of directors of Halda Therapeutics, a biopharmaceutical company, from 2019 until it was acquired by Johnson & Johnson in 2025. Ms. Frey served as a director of Latinos in Bio, a 501(c)(3) nonprofit organization, from August 2023 to February 2025. Ms. Frey holds a Doctor of Pharmacy degree from Northeastern University and completed a post-doctoral clinical research fellowship at Northeastern University and Tufts Medical Center. Ms. Frey also holds an Executive Certificate in Management and Leadership from the MIT Sloan School of Management. Ms. Frey is Directorship Certified by the National Association of Corporate Directors (NACD.DC).
The Company believes Ms. Frey is qualified to serve as a member of the Board because of her extensive experience as a senior executive at numerous biotechnology companies and her operational background and expertise as an investor in life sciences companies, as well as her scientific and medical background.
Tyler Zeronda. Mr. Zeronda, age 40, began serving as the Company’s Chief Financial Officer upon the Closing. Mr. Zeronda served as Chief Financial Officer and Treasurer of VYNE Therapeutics Inc. (Nasdaq: VYNE), a biopharmaceutical company, since March 2022 and previously served as VYNE’s Interim Chief Financial Officer and Treasurer from June 2021 to March 2022. Mr. Zeronda previously served as Vice President of Finance of VYNE from March 2020 to June 2021 and as Vice President of Finance of Foamix Pharmaceuticals Ltd. (formerly, Nasdaq: FOMX), a pharmaceutical company, from April 2019 until its merger with VYNE in March 2020, where he helped lead the buildout of the company’s finance department in the U.S. and was responsible for financial planning, commercial finance and supply chain. From April 2013 until April 2019, Mr. Zeronda held positions across corporate and operational finance at Aerie Pharmaceuticals Inc. (formerly, Nasdaq: AERI), a pharmaceutical company, where he helped the company scale and transition from a pre-IPO, clinical-stage company to a commercial-stage public company. Mr. Zeronda began his career at Ernst & Young, LLP where he focused on assurance services in the healthcare industry. Mr. Zeronda received his Master of Science in accounting from the University of Virginia, holds a Bachelor of Arts with a double major in economics and business and history from Lafayette College and is a licensed CPA.
Steven Ryder, M.D. Dr. Ryder, age 75, has served as Pre-Merger Yarrow’s Chief Medical Officer since April 2026. Prior to joining Pre-Merger Yarrow, Dr. Ryder served as Chief Medical Officer of Rallybio Corp. (Nasdaq: RLYB), a biotechnology company, from December 2018 to March 2026, where he was responsible for leading the company’s clinical development and medical strategy. Prior to Rallybio, Dr. Ryder served as Senior Vice President, Chief Development Officer at Alexion Pharmaceuticals, Inc. (formerly, Nasdaq: ALXN), a biopharmaceutical company, from July 2013 to December 2018, where he led the global development, registration, and approval of new drug candidates for rare diseases and contributed to the overall growth of the company. Previously, he was the founding President of Astellas Pharma Global Development and spent 21 years in development at Pfizer. Dr. Ryder currently serves on the board of directors of MBX Biosciences, Inc. and Gaylord Specialty Healthcare. He received his M.D. from the Icahn School of Medicine at Mount Sinai.
Lori Payton, Ph.D. Dr. Payton, age 60, has served as Pre-Merger Yarrow’s Chief Development Officer since January 2026. Prior to joining Pre-Merger Yarrow, Dr. Payton served as Principal Consultant and Chief Executive Officer at Harkness Consulting, LLC, a management consulting firm, from March 2024 to December 2025, where she was responsible for strategic planning and development consulting to several bioscience clients, and served as Senior Vice President, Development Strategy & Operations at AlloVir, Inc. (formerly, Nasdaq: ALVR), a biotechnology company, from February 2022 to January 2024, where she was responsible for Strategic Planning, Clinical Operations, Program Management, Biometrics and Vendor Management functions. In addition, Dr. Payton was a member of the executive leadership team and was accountable for achievement of critical development milestones. Dr. Payton also served as the Vice President of Strategy and Business Development at Vista Life Innovations, a nonprofit organization providing programs and services to individuals with disabilities, from July 2020 to August 2021, Senior Vice President, Corporate Strategy, Portfolio & Program Management at Sage Therapeutics (formerly, Nasdaq: SAGE) from April 2019 to June 2020 and Vice President, Global Development Team Leader at Alexion Pharmaceuticals, Inc. (formerly, Nasdaq: ALXN) from August 2014 to March 2019. Dr. Payton held several positions in Research and Development during her tenure at Pfizer from 1993 to 2013. Dr. Payton currently serves on the Long Term Planning Committee of the board of Vista Life Innovations. Dr. Payton received her B.A. in Biology from Wheaton College Massachusetts and her Ph.D. in Pharmacology & Experimental Therapeutics from Boston University School of Medicine.
Rachael Alford, Ph.D. Dr. Alford, age 53, has served as Pre-Merger Yarrow’s Chief Operating Officer since January 2026. Prior to joining Pre-Merger Yarrow, Dr. Alford served as Head of Chemistry, Manufacturing and Controls at Rallybio Corporation (Nasdaq: RLYB), a biotechnology company, from May 2020 to January 2026, where she was responsible for leading the strategy, development and oversight of manufacturing processes for the company’s drug candidates. Prior to joining Rallybio, Dr. Alford held various operational and developmental roles at Alexion Pharmaceuticals, Inc. (formerly, Nasdaq: ALXN), a biopharmaceutical company, from November 2004 to May 2020, including Senior Director, Biochemical Process Development, and Vice President of Global Process Development. Dr. Alford received her B.S. in Chemistry and Ph.D. in Biophysical Chemistry from Imperial College London and was a postdoctoral research associate at Yale University.
Mona Ashiya, Ph.D. Dr. Ashiya, age 57, has served as a member of the Pre-Merger Yarrow board of directors since December 2025. Dr. Ashiya is currently a General Partner at OrbiMed Advisors LLC, an investment firm, where she has served in various roles of increasing responsibility since 2010. She currently serves on the boards of directors of Shattuck Labs, Inc. (Nasdaq: STTK) and several private companies. Dr. Ashiya previously served on the boards of directors of Disc Medicine, Inc. (Nasdaq: IRON) from September 2021 to October 2025 and Sierra Oncology, Inc. (formerly, Nasdaq: SRRA) from November 2019 to July 2022. Dr. Ashiya received her B.A. from the University of California, Berkeley and her Ph.D. in Cellular, Molecular and Developmental Biology from the University of Pittsburgh.
The Company believes Dr. Ashiya is qualified to serve as a member of the Board because of her experience advising and serving as a director of biotechnology companies and her expertise as an investor in life sciences companies, as well as her finance background.
Steven L. Hoerter. Mr. Hoerter, age 55, has served as a member of Pre-Merger Yarrow’s board of directors since April 2026. Since July 2026, Mr. Hoerter has served as Chairman and Chief Executive Officer of MBX Biosciences, Inc. (Nasdaq: MBX), a biopharmaceutical company. Mr. Hoerter served as President and Chief Executive Officer of Deciphera Pharmaceuticals, Inc. (formerly, Nasdaq: DCPH), a biopharmaceutical company, from March 2019 to June 2024, when Deciphera was acquired by ONO Pharmaceutical. He also served as a member of the board of directors of Deciphera from May 2018 to June 2024. Prior to Deciphera, he served as Chief Commercial Officer of Agios Pharmaceuticals, Inc. (Nasdaq: AGIO), a biotechnology company, from February 2016 to March 2019. From August 2011 to March 2015, Mr. Hoerter served as Senior Vice President, Commercial at Clovis Oncology, Inc., a biotechnology company, and from March 2015 to February 2016, he served as Chief Commercial Officer. Prior to that, he held roles of increasing responsibility at F. Hoffmann-La Roche, AG, Genentech, Inc. (acquired by Roche), Chiron Corporation (acquired by Novartis AG) and Eli Lilly and Company. Mr. Hoerter has served as a member of the board of directors of ORIC Pharmaceuticals, Inc. (Nasdaq: ORIC) since August 2021, C4 Therapeutics, Inc. (Nasdaq: CCCC) since November 2024 and MBX Biosciences, Inc. (Nasdaq: MBX) since April 2025. Mr. Hoerter previously served on the board of directors of Constellation Pharmaceuticals, Inc. (formerly, Nasdaq: CNST) from September 2018 until it was acquired by MorphoSys AG in July 2021 and Ignyta, Inc. (formerly, Nasdaq: RXDX) from December 2016 until it was acquired by Roche in February 2018. Mr. Hoerter received his B.A. from Bucknell University, his M.B.A. from Tilburg University and his M.S. in management from Purdue University.
The Company believes Mr. Hoerter is qualified to serve as a member of the Board because of his extensive management and commercial expertise in the biotechnology industry and his experience serving as a director of public biotechnology companies.
Bill Lundberg, M.D. Dr. Lundberg, age 62, has served as Chair of Pre-Merger Yarrow’s board of directors since April 2026. Since August 2018, Dr. Lundberg has served as a Partner at Cold Spring Partners, LLC, an investment firm. Dr. Lundberg previously served as President and Chief Executive Officer of Merus N.V. (formerly, Nasdaq: MRUS), a biotechnology company, from December 2019 until Merus was acquired by Genmab A/S in December 2025, and as the Principal Financial Officer of Merus from December 2019 to June 2023. Dr. Lundberg also served as a member of the board of directors of Merus from June 2019 to December 2025. Prior to joining Merus, he served as Chief Scientific Officer of CRISPR Therapeutics AG (Nasdaq: CRSP), a biotechnology company, from January 2015 to February 2018. From February 2011 to January 2015, Dr. Lundberg served as Vice President and Head of Translational Medicine at Alexion Pharmaceuticals, Inc. (formerly, Nasdaq: ALXN), a biopharmaceutical company. Prior to that, he served as Director and Chief Medical Officer of Taligen Therapeutics, Inc., a biotechnology company acquired by Alexion in 2011. Prior to joining Taligen, Dr. Lundberg held roles of increasing responsibility in clinical drug development and medical affairs at Xanthus Pharmaceuticals, Inc. (acquired by Antisoma plc), Wyeth (acquired by Pfizer Inc.), and Genzyme Corporation (formerly, Nasdaq: GENZ). Dr. Lundberg has served as a member of the board of directors of Q32 Bio Inc. (Nasdaq: QTTB) since September 2017 and previously served on the board of directors of Vor Biopharma Inc. (Nasdaq: VOR) from July 2019 to July 2025. Dr. Lundberg received his M.D. from Stanford University and his M.B.A. from the University of Massachusetts. He completed post-doctoral training at the Whitehead Institute/MIT and clinical training in Medicine and Medical Oncology at Harvard Medical School and the Dana-Farber Cancer Institute.
The Company believes Dr. Lundberg is qualified to serve as a member of the Board because of his experience advising and serving as an executive director of biotechnology companies and his expertise in medicine and clinical drug development.
Peter B. Silverman, J.D. Mr. Silverman, age 48, has served as a member of Pre-Merger Yarrow’s board of directors since April 2026. Mr. Silverman previously served as Chief Operating Officer of Merus N.V. (formerly, Nasdaq: MRUS), a biotechnology company, from January 2023 until its acquisition by Genmab A/S in December 2025. Prior to serving as Chief Operating Officer, Mr. Silverman held several leadership roles at Merus, including Head of Utrecht from April 2020 to January 2023, General Counsel from February 2018 to December 2025, and Chief Intellectual Property Officer and Head of U.S. Legal from February 2017 to February 2018. Before joining Merus, Mr. Silverman was a Partner at Kirkland & Ellis LLP, an international law firm, where he represented numerous life sciences companies concerning an array of legal matters and technologies. Previously, Mr. Silverman was an associate at Kaye Scholer LLP (now Arnold & Porter Kaye Scholer LLP), and prior to that Mr. Silverman served as judicial law clerk to U.S. District Court Judge Anne E. Thompson of the District of New Jersey. He holds a J.D. from Fordham University School of Law and a B.A. in biology from the University of Rochester.
The Company believes Mr. Silverman is qualified to serve as a member of the Board because of his leadership, operational and business experience in the life sciences industry.
William White, J.D. Mr. White, age 53, has served as a member of Pre-Merger Yarrow’s board of directors since April 2026. Since June 2026, Mr. White has served as Chief Financial Officer & Head of Corporate Development of Avere Therapeutics, Inc., a privately-held biotechnology company. Mr. White served as the Executive Vice President, Chief Financial Officer and Head of Corporate Development and Treasurer at Akero Therapeutics, Inc. (Nasdaq: AKRO), a biotechnology company, from April 2019 until its acquisition by Novo Nordisk in December 2025. Before joining Akero, Mr. White served as a Managing Director and Head of US Life Sciences Investment Banking at Deutsche Bank AG, an investment banking company, from September 2017 until March 2019. Prior to that position, Mr. White was a Managing Director in Healthcare Investment Banking at Citigroup Inc., a multinational investment bank and financial services company, from May 2006 until September 2017. Previously, he served as an associate and later as a Vice President in Healthcare Investment Banking at Goldman, Sachs & Co., a global financial institution, from November 2000 to March 2006. Mr. White has served as a member of the board of directors of Disc Medicine, Inc. (Nasdaq: IRON) since December 2020 and previously served on the board of directors of Ventyx Biosciences, Inc. (formerly, Nasdaq: VTYX) from May 2021 until its acquisition by Eli Lilly and Company in March 2026. Mr. White received an A.B. from Princeton University, an M.P.P. from Harvard University and a J.D. from Columbia University.
The Company believes Mr. White is qualified to serve as a member of the Board because of his extensive financial leadership experience in the life sciences industry and in healthcare investment banking.
Board Committees
Audit Committee
In connection with the Closing, Mr. White (Chair), Mr. Hoerter and Dr. Lundberg were appointed to the audit committee of the Board.
Compensation Committee
In connection with the Closing, Mr. Hoerter (Chair), Dr. Ashiya and Mr. Silverman were appointed to the compensation committee of the Board.
Governance Committee
In connection with the Closing, Dr. Lundberg (Chair), Mr. White and Mr. Silverman were appointed to the nominating and corporate governance committee of the Board.
Non-Employee Director Compensation Program
Non-employee members of the Board are eligible to receive cash and equity compensation in accordance with our non-employee director compensation program. As of the Closing, this program provides for the following annual cash retainers:
| Annual Retainer | ||||
| Board Retainers | ||||
| Chair | $ | 70,000 | ||
| Non-Chair Member | $ | 40,000 | ||
| Audit Committee Retainers: | ||||
| Chair | $ | 15,000 | ||
| Non-Chair Member | $ | 7,500 | ||
| Compensation Committee Retainers: | ||||
| Chair | $ | 12,000 | ||
| Non-Chair Member | $ | 6,000 | ||
| Nominating Committee Retainers | ||||
| Chair | $ | 10,000 | ||
| Non-Chair Member | $ | 5,000 | ||
In connection with the Company’s annual meeting of stockholders, each non-employee member of the Board will receive an annual grant of options to purchase Company Common Stock equal to 0.054% of the Company, which will vest on the earlier of the next annual stockholder meeting or the first anniversary of the date of grant. In addition, in connection with a non-employee director’s initial appointment to the Board, they will receive an initial grant of options to purchase Company Common Stock equal to 0.108% of the Company, in connection with a director’s appointment to the Board, subject to vesting in equal monthly installments through the third anniversary of the date of grant.
Additionally, all members of the Board are reimbursed for reasonable and documented out-of-pocket travel and lodging expenses incurred in connection with attending meetings and activities of the Board and its committees.
Amended and Restated Offer Letters
On July 27, 2026, as approved by the Compensation Committee of the Board, the Company entered into amended and restated offer letters (the “A&R Offer Letters”) with each of Ms. Frey and Dr. Alford.
Under Ms. Frey’s A&R Offer Letter, she will receive an annual base salary of $660,000 and a target annual bonus of 55% of base salary. In the event of Ms. Frey’s termination without “cause” or resignation for “good reason,” she would be eligible for the following severance benefits under the A&R Offer Letter, subject to a release of claims: (i) if such termination is more than three months prior to more than 12 months after a change in control of the Company (the “CIC Protection Period”), 12 months of base salary continuation, 12 months of subsidized benefits continuation and a pro-rated annual bonus or (ii) if such termination is during the CIC Protection Period, (a) 1.5 times the sum of her base salary and target bonus, payable in installments over 18 months, (b) 18 months of subsidized benefits continuation, (c) a pro-rated annual bonus, and (d) full acceleration of all outstanding equity awards (with any performance criteria based on the greater of target or actual performance). Additionally, in the event of Ms. Frey’s death or disability, she would receive a pro-rated annual bonus.
Under Dr. Alford’s A&R Offer Letter, she will receive an annual base salary of $470,000 and a target annual bonus of 40% of base salary. In the event of Dr. Alford’s termination without “cause” or resignation for “good reason,” she would be eligible for the following severance benefits under the A&R Offer Letter, subject to a release of claims: (i) if such termination outside of the CIC Protection Period, nine months of base salary continuation and nine months of subsidized benefits continuation and a pro-rated annual bonus or (ii) if such termination is during the CIC Protection Period, (a) the sum of her base salary and target bonus, payable in installments over 12 months, (b) 12 months of subsidized benefits continuation, and (c) full acceleration of all outstanding equity awards (with any performance criteria based on the greater of target or actual performance).
The foregoing description of the A&R Offer Letters does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the A&R Offer Letters, copies of which are attached hereto as Exhibits 10.7 and 10.8.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendments to Certificate of Incorporation
The information set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Amended and Restated Bylaws
In connection with the Closing, on July 27, 2026, the Board adopted the Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), which amended and restated the Company’s bylaws as in effect immediately prior to the Closing in their entirety. The Amended and Restated Bylaws, among other things:
| · | update various provisions regarding the order and conduct of meetings of stockholders and directors; |
| · | update the voting standard for most matters presented to stockholders other than the election of directors to the Delaware default of a majority of the voting power of the shares present and entitled to vote on the matter; |
| · | increase the quorum requirement for stockholder meetings from one-third to a majority of the voting power of the stock outstanding and entitled to vote at the meeting; |
| · | update the procedural and disclosure requirements for director nominations and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)); |
| · | opt out of General Corporation Law of the State of Delaware (the “DGCL”) Section 116 regarding electronic delivery of documents or information; |
| · | clarify certain procedures and standards with respect to the rights to indemnification and advancement of expenses, including for persons serving as directors and officers of subsidiaries of the Company; |
| · | designate the Delaware Court of Chancery, the federal district courts of the State of Delaware and federal district courts generally as the sole forum for certain types of disputes, as allowed by law; |
| · | add new emergency bylaws provisions contemplated by Section 110 of the DGCL; |
| · | update provisions to align with the Company’s governance structure and the DGCL and remove provisions otherwise duplicative with other Company documents or the DGCL; and |
| · | make various other updates, including clarifying, ministerial and conforming changes. |
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.5 and is incorporated herein by reference.
| Item 5.05 | Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On July 27, 2026, in connection with the Closing, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “Code of Conduct”), effective as of such date. The Code of Conduct supersedes the existing Code of Business Conduct and Ethics, as previously adopted by VYNE’s board of directors (the “Existing Code of Conduct”). The Code of Conduct applies to all directors, officers and employees of the Company and is intended to enhance understanding of the Company’s standards of ethical business practices and promote awareness of ethical issues that may be encountered in carrying out a director’s, officer’s or employee’s responsibilities. Among other things, the Code of Conduct:
| · | establishes the Company’s policies and standards with respect to (i) conflicts of interest, gifts and corporate opportunities, (ii) fair dealing, confidential information, privacy and use of Company assets and systems, (iii) legal and regulatory compliance, insider trading and anti-corruption standards, including pursuant to the Foreign Corrupt Practices Act, (iv) the Company’s disclosure obligations and recordkeeping procedures and (v) anti-discrimination, equal employment opportunity and health and safety; |
| · | establishes the Company’s whistleblower hotline and procedures for reporting potential violations; and |
| · | establishes the Company’s policies and procedures with respect to an amendment or waiver of the Code of Conduct. |
The adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of the Existing Code of Conduct. The foregoing description of the Code of Conduct does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Code of Conduct, a copy of which is attached hereto as Exhibit 14.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On July 27, 2026, the Company issued a press release announcing the Closing, and made available the Company’s investor presentation to be used in general corporate communications and investor communications. Copies of the press release and presentation are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired
The audited financial statements of Pre-Merger Yarrow as of December 31, 2025 and October 3, 2025 and for the period from October 3, 2025 (inception) to December 31, 2025, and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page F-46 and are incorporated herein by reference.
The unaudited financial statements of Pre-Merger Yarrow for the three months ended March 31, 2026, and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page F-61 and are incorporated herein by reference.
(b) Pro Forma Financial Information
The unaudited pro forma condensed combined financial information of VYNE and Pre-Merger Yarrow as of and for the quarter ended March 31, 2026 and the year ended December 31, 2025 and the related notes thereto are included in the Proxy Statement/Prospectus beginning on page 332 and are incorporated herein by reference.
(d) Exhibits.
|
Exhibit Number |
Description | |
| 2.1* | Agreement and Plan of Merger and Reorganization, dated as of December 17, 2025, by and among VYNE Therapeutics Inc., Yarrow Bioscience, Inc., and Yellow Merger Sub Corp. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2025). | |
| 2.2 | Amendment No. 1 to Agreement and Plan of Merger and Reorganization, dated as of January 30, 2026, by and among VYNE Therapeutics Inc., Yarrow Bioscience, Inc., and Yellow Merger Sub Corp. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 30, 2026). | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of VYNE Therapeutics Inc., effective July 27, 2026 (Authorized Share Increase). | |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of VYNE Therapeutics Inc., effective July 24, 2026 (Reverse Stock Split). | |
| 3.3 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of VYNE Therapeutics Inc., effective July 27, 2026 (Name Change). | |
| 3.4 | Amended and Restated Certificate of Incorporation of Yarrow Bioscience, Inc. |
| 3.5 | Amended and Restated Bylaws of Yarrow Bioscience, Inc. | |
| 4.1 | Form of Pre-Funded Warrant. | |
| 10.1 | Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2025). | |
| 10.2 | Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2025). | |
| 10.3 | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on December 17, 2025). | |
| 10.4 | Form of Indemnification Agreement between Yarrow Bioscience, Inc. and its directors and executive officers (incorporated by reference to Exhibit 10.7 to VYNE Therapeutics Inc.’s Registration Statement on Form S-4 (File No. 333-294804) filed with the SEC on March 31, 2026). | |
| 10.5 | Yarrow Bioscience, Inc. 2026 Stock Incentive Plan. | |
| 10.6 | Yarrow Bioscience, Inc. 2026 Employee Stock Purchase Plan. | |
| 10.7 | Amended and Restated Offer Letter, dated as of July 27, 2026, by and between Yarrow Bioscience, Inc. and Rebecca Frey. | |
| 10.8 | Amended and Restated Offer Letter, dated as of July 27, 2026, by and between Yarrow Bioscience, Inc. and Rachael Alford. | |
| 14.1 | Code of Business Conduct and Ethics of Yarrow Bioscience, Inc. | |
| 99.1 | Press Release, issued on July 27, 2026. | |
| 99.2 | Investor Presentation, dated July 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| * | Schedules and exhibits to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission upon request. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YARROW BIOSCIENCE, INC. | ||
| Date: July 28, 2026 | By: | /s/ Rebecca Frey |
| Rebecca Frey Chief Executive Officer | ||
Exhibit 99.1
Yarrow Bioscience Announces Closing of Merger with VYNE Therapeutics and Initiation of Dosing in Phase 2a/2b Trial of YB-101, a Potential First-in-Class Treatment for Graves’ Disease and Thyroid Eye Disease
Yarrow is advancing YB-101—a potential first-in-class anti-TSHR antibody, designed to directly disrupt the central mechanism driving both Graves’ disease (“GD”) and thyroid eye disease (“TED”)
Dosing commenced in Phase 2a/2b GD trial following FDA Fast Track Designation, with Phase 2a data expected in 2H 2027
Data from ongoing Phase 1 multiple ascending dose (“MAD”) trial in patients with TED, conducted by partner, GenSci, in China expected in 2H 2027
Previously announced private financings totaling $200 million expected to fund operations into 2028
Shares of combined company common stock to trade on Nasdaq under ticker symbol “YARW”
New Haven, CT—July 27, 2026—Yarrow Bioscience, Inc. (“Yarrow” or the “Company”) (Nasdaq: YARW), a clinical-stage biotechnology company focused on developing transformative therapies for autoimmune thyroid diseases, today announced the completion of its merger with VYNE Therapeutics Inc. (“VYNE”), and the previously announced private financings totaling approximately $200 million. The combined company will operate as Yarrow Bioscience, Inc., with its shares expected to begin trading on the Nasdaq Capital Market on Tuesday, July 28, 2026, under the ticker symbol “YARW.”
Yarrow’s lead product candidate, YB-101, is a potential first-in-class anti-thyroid stimulating hormone receptor (“TSHR”) monoclonal antibody designed to directly disrupt the central mechanism of both GD and TED, offering a single targeted treatment to address both diseases. By blocking TSHR, the common target of autoantibodies in both the thyroid and the eye, YB-101 has the potential to rapidly arrest the disease process and provide improved efficacy and safety versus the current standard of care and other mechanisms in development. YB-101 is designed for convenient subcutaneous administration, with the potential for infrequent dosing and future autoinjector presentation. The Company has initiated dosing in a Phase 2a/2b trial evaluating YB-101 in patients with GD, with or without concurrent TED, and the molecule has received Fast Track Designation from the U.S. Food and Drug Administration (“FDA”). Data from the Phase 2a portion of the trial are expected in the second half of 2027.
The Company’s licensing partner, Changchun GeneScience Pharmaceutical Co., Ltd. (“GenSci”), is currently developing YB-101, also known as GenSci-098, for the treatment of GD and TED in China. YB-101 is currently being evaluated by GenSci in an ongoing Phase 1 single ascending dose (“SAD”) and MAD trial in patients with TED and a Phase 1 SAD trial in patients with GD in China. In the SAD portion of the TED trial, YB-101 demonstrated a rapid, dose-dependent proof-of-mechanism and showed evidence of clinical responses in TED with a favorable safety profile. There were no clinically meaningful safety differences versus placebo in the SAD. These safety data supported the initiation of the MAD portion of the trial in China, as well as the initiation of the Company’s Phase 2a/2b trial in patients with GD. Data from the MAD portion of GenSci’s Phase 1 TED trial are anticipated in the second half of 2027 and will inform future development plans for YB-101 in TED globally.
“Yarrow is emerging with multiple value drivers anchored by YB-101, our potentially first-in-class anti-TSHR antibody, and the opportunity to address two significant market opportunities in GD and TED with a single product candidate,” said Rebecca V. Frey, PharmD, President and Chief Executive Officer of Yarrow. “Current treatments for GD and TED are limited, and many carry serious toxicities or fail to directly address disease-driving TSHR signaling. YB-101 offers an entirely new treatment approach through TSHR blockade, which we believe is the most direct way to disrupt the underlying disease process and has the potential to meaningfully improve outcomes for patients living with GD and TED.”
“With multiple clinical catalysts and cash runway into 2028, we believe Yarrow is well positioned to advance YB-101 and establish itself as a leader in thyroid autoimmune disease,” Dr. Frey continued. “We look forward to executing across our development program and advancing our mission to bring transformative therapies to patients.”
Leadership Team
Yarrow's leadership team and Board combine extensive experience developing innovative medicines, leading biotechnology companies and guiding disciplined capital allocation. Together, they are focused on advancing YB-101 and creating long-term value for patients and stockholders.
Executive Leadership
Rebecca V. Frey, PharmD, President and Chief Executive Officer
Rachael Alford, PhD, Chief Operating Officer
Lori Payton, PhD, Chief Development Officer
Steve Ryder, MD, Chief Medical Officer
Tyler Zeronda, Chief Financial Officer
Board of Directors
Bill Lundberg, MD, Board Chair, Former CEO at Merus
Rebecca V. Frey, PharmD, President and CEO, Yarrow
Mona Ashiya, PhD, General Partner at OrbiMed
Steve Hoerter, Chairman and Chief Executive Officer at MBX Biosciences
Peter Silverman, JD, Former Chief Operating Officer and General Counsel at Merus
Bill White, Chief Financial Officer & Head of Corporate Development at Avere
Transaction Financial Information
As previously announced, Yarrow successfully completed pre-closing private placements that resulted in total gross proceeds of approximately $200 million. The financings were led by founding investor RTW Investments, with participation from OrbiMed, Janus Henderson Investors, venBio Partners, Logos Capital, LifeSci Venture Partners, and Perceptive Advisors. Yarrow’s cash balance is expected to support the Company’s operations into 2028.
Pursuant to the terms of the previously disclosed merger agreement, each outstanding share of Yarrow common stock was converted into 0.7171 shares of common stock of the combined company, as adjusted for the reverse stock split of VYNE common stock at a ratio of 1-for-50 shares, effected on July 24, 2026. In the reverse stock split, every 50 shares of VYNE common stock outstanding were combined and reclassified into 1 share of VYNE common stock. The new CUSIP number for the combined company following the reverse stock split and merger is 92941V407.
In addition, on July 23, 2026 VYNE distributed its previously announced special cash dividend in an aggregate amount of $17.3 million, or an estimated $0.40242 per share to VYNE’s stockholders and warrant holders of record as of July 22, 2026, based on their holdings as of that date, subject to the Nasdaq due bill procedures as previously disclosed. The previously announced special cash dividend was not affected by the reverse stock split. The per share dividend is based on 42,989,506 shares of VYNE common stock and common stock equivalents outstanding as of July 22, 2026.
Following the completion of the reverse stock split and merger, the combined company’s total issued and outstanding common stock is approximately 2.8 million shares, or approximately 33.6 million shares on a fully-diluted basis, or approximately 28.6 million shares excluding shares underlying equity plans and awards.
About the Phase 2a/2b Clinical Trial of YB-101 in Patients with GD, with or without TED
The Phase 2a/2b clinical trial (NCT07682896) is a randomized, blinded, placebo-controlled two-part trial evaluating YB-101 in patients with GD, with or without concurrent TED. The Phase 2a (Part 1) is a proof-of-concept trial of YB-101 versus placebo aiming to enroll 32 patients across four cohorts. The trial will evaluate safety, pharmacokinetics (“PK”), pharmacodynamics (“PD”), and efficacy endpoints through 24 weeks, including the percentage of patients that are euthyroid and off of anti-thyroid drugs, as well as relevant measures of orbitopathy in patients with concurrent TED. Data from the Phase 2a portion are expected in 2H 2027.
Part 2 is expected to be conducted as a Phase 2b dose-finding trial and enroll approximately 200 patients. The selection of doses and dosing intervals for Part 2 is expected to be informed by the safety, efficacy, PK, and PD data generated in Part 1 (Phase 2a). The Phase 2b is anticipated to commence in 1H 2028.
About Yarrow Bioscience
Yarrow Bioscience, Inc. is a clinical-stage biotechnology company focused on developing transformative therapies for autoimmune thyroid diseases. The Company is developing YB-101, a potentially first-in-class anti-thyroid stimulating hormone receptor (“TSHR”) monoclonal antibody designed to directly and rapidly disrupt the central mechanism of both GD and TED. For more information, visit www.yarrowbioscience.com.
Forward-looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act) concerning the Company. These forward-looking statements include express or implied statements relating to: the anticipated benefits of the Merger and the previously announced private financings, including with respect to the combined company’s future financial and operating results; the expected listing and trading of the combined company’s common stock on the Nasdaq Capital Market under the ticker symbol “YARW”; the therapeutic potential of YB-101 to address both GD and TED with a single product candidate; the design, initiation, enrollment, progress, timing and results of clinical trials of YB-101 conducted by the Company and by GenSci, including the expected timing of data from the Phase 2a portion of the Company’s Phase 2a/2b trial, data from the MAD portion of GenSci’s Phase 1 TED trial, and the anticipated commencement of the Phase 2b portion of the trial; the Company’s regulatory strategy and its ability to obtain and maintain regulatory approvals, including the implications of YB-101’s Fast Track Designation; the sufficiency of the combined company’s capital resources and its expectation that its cash balance will fund operations into 2028; the Company’s licensing partnership with GenSci and future development plans for YB-101 in TED globally; the market opportunity for YB-101 in GD and TED; and the Company’s strategy, plans, objectives and expectations for future operations. The words “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those that have been anticipated.
The forward-looking statements contained in this communication are based on current expectations and beliefs concerning future developments and their potential effects and therefore are subject to other risks and uncertainties. These risks and uncertainties include, but are not limited to, risks associated with the possible failure to realize certain anticipated benefits of the Merger, including with respect to future financial and operating results; the effect of the completion of the Merger on the combined company’s business relationships, operating results and business generally; risks associated with the combined company’s ability to manage expenses and unanticipated spending and costs that could reduce the combined company’s cash resources; risks related to the combined company’s ability to correctly estimate its operating expenses and other events; changes in capital resource requirements; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance its product candidates or its preclinical programs; the outcome of any legal proceedings that may be instituted against the combined company or any of its directors or officers related to the Merger Agreement or the transactions contemplated thereby; the ability of the combined company to obtain, maintain and protect its intellectual property rights, in particular those related to its product candidates; the combined company’s ability to advance the development of its product candidates or preclinical activities under the timelines it anticipates in planned and future clinical trials; the combined company’s ability to replicate in later clinical trials positive results found in preclinical studies and early-stage clinical trials of its product candidates; the combined company’s ability to realize the anticipated benefits of its research and development programs, strategic partnerships, licensing programs or other collaborations; regulatory requirements or developments and the combined company’s ability to obtain necessary approvals from the FDA or other regulatory authorities; changes to clinical trial designs and regulatory pathways; competitive responses to the Merger and changes in expected or existing competition; unexpected costs, charges or expenses resulting from the Merger; potential adverse reactions or changes to business relationships resulting from the completion of the Merger; legislative, regulatory, political and economic developments; and those risks and uncertainties and other factors more fully described in filings with the Securities and Exchange Commission (the “SEC”), including reports filed on Form 10-K, 10-Q and 8-K and in other filings made by the Company with the SEC from time to time and available at www.sec.gov. These forward-looking statements are based on current expectations, management’s beliefs and certain assumptions made by the Company, all of which are subject to change. Such forward-looking statements are made as of the date of this communication, and the parties undertake no obligation to update such statements to reflect subsequent events or circumstances, except as otherwise required by securities and other applicable law.
For More Information
Investor Contact
Joyce Allaire
LifeSci Advisors
Jallaire@lifesciadvisors.com
Media Contact
Michael Galfetti
Ten Bridge Communications
tbcyarrow@tenbridgecommunications.com
Exhibit 99.2
1 Bringing life into balance July 2026
2 Disclaimers The information contained in this presentation has been prepared by Yarrow Bioscience, Inc. and its affiliates (“Yarrow” or t he “Company”) and contains information pertaining to the business and operations of the Company. The information contained in this presentation: (a) is provided as of the date hereof, is subject to change without notice, a nd is based on publicly available information, internally developed data as well as third - party information from other sources; (b) does not purport to contain all the information that may be necessary or desirable to fully and accur ate ly evaluate an investment in the Company; (c) is not to be considered as a recommendation by the Company that any person make an investment in the Company; and (d) is for information purposes only and shall not constitute an offer to buy, sell, issue or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. Whe re any opinion or belief is expressed in this presentation, it is based on certain assumptions and limitations and is an expression of present opinion or belief only. The information contained herein does not constitute inve stm ent, legal, accounting, regulatory, taxation or other advice, and the information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. Inv est ors must conduct their own investigation of the investment opportunity and evaluate the risks of acquiring securities of the Company based solely upon such investor’s independent examination and judgment as to the prospect s o f the Company as determined from information in the possession of such investor or obtained by such investor from the Company, including the merits and risks involved. Statements in this presentation are made as of the date hereof unless stated otherwise herein, and neither the delivery of this presentation at any time, nor any sale of securities, shall under any circumstances create an implication that the information contained h ere in is correct as of any time subsequent to such date. The Company is under no obligation to update or keep current the information contained in this document. No representation or warranty, express or implied, is made as to, an d no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein, and any reliance you place on them will be at your sole risk. The Company, its affi lia tes and advisors do not accept any liability whatsoever for any loss howsoever arising, directly or indirectly, from the use of this document or its contents. Forward - Looking Statements Certain information set forth in this presentation contains “forward - looking statements” within the meaning of applicable United States securities legislation, including for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995, concerning Yarrow. Except for statements of historical fact, certain inform ati on contained herein constitutes forward - looking statements which include but are not limited to statements regarding: our business strategy, including the development and commercialization of YB - 101 for Graves’ Disease and t hyroid eye disease; the efficacy, safety profile, dosing regime, convenience, and tolerability of YB - 101; Yarrow’s ongoing and future clinical development activities, including the expected timing of clinical trials and data r eadouts; the expected effects, perceived benefits or opportunities of the merger with VYNE Therapeutics Inc. (“VYNE”); expectations regarding the ownership structure of the combined company; estimated market sizes, p ote ntial growth opportunities, and potential value creation; the achievement of development, regulatory, manufacturing and sales - based milestones under the GenSci license agreement and any associated milestone payments a nd the length of time that the Company believes its existing cash resources will fund its operations. Forward - looking statements can often be identified by the use of words such as “may,” “will,” “could,” “would,” “ant icipate,” “believe,” “expect,” “intend,” “potential,” “estimate,” “plan,” “goal” and similar expressions or the negatives thereof. Forward - looking statements are neither historical facts nor assurances of future performan ce. Forward - looking statements are based on a number of factors and assumptions made by management and considered reasonable at the time such information is provided, and involve known and unknown risks, uncertain tie s and other factors that may cause the actual results, performance or achievements to be materially different from those expressed or implied by the forward - looking statements, including: risks related to the ability to correctly estimate operating expenses; the ability to obtain, maintain and protect intellectual property rights; the ability to advance product candidates under anticipated timelines; regulatory requirements or developmen ts; competitive responses; the implementation of changes in law or government policy; the expected or potential impact of macroeconomic conditions; and those uncertainties and factors described under the heading “Ri sk Factors” in VYNE’s most recent Annual Report on Form 10 - K, the Registration Statement on Form S - 4 filed with the SEC most recently on June 3, 2026 and subsequent SEC filings. All forward - looking statements are qualifi ed by these cautionary statements. The Company undertakes no obligation to update forward - looking statements if circumstances or management’s estimates or opinions should change except as required by applicable secu rit ies laws. The reader is cautioned not to place undue reliance on forward - looking statements. Market and Industry Data Certain information contained in this presentation relates to or is based on studies, publications and other data obtained fr om third - party sources as well as our own internal estimates and research. While we believe these third - party sources to be reliable as of the date of this presentation, we have not independently verified, and make no represen tation as to the adequacy, fairness, accuracy or completeness of, any information obtained from third - party sources. Forecasts and other forward - looking information obtained from these sources are subject to the same qualifi cations and uncertainties as the other forward - looking statements in this presentation. Statements as to our market and competitive position are based on market data currently available to us, as well as managemen t’s internal analyses and assumptions, which involve certain estimates. These internal analyses have not been verified by any independent sources and there can be no assurance that the assumptions or estimates are accurat e. While we are not aware of any misstatements regarding our industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors. This presentation concerns dru g candidates that are under clinical investigation and which have not yet been approved by the U.S. Food and Drug Administration. No representation is made as to their safety or effectiveness for the purposes for which t hey are being investigated.
3 Yarrow Bioscience is seeking to bring life into balance for patients suffering with Graves’ Disease and TED
4 Yarrow is advancing YB - 101, a potential first - in - class anti - TSHR antibody, to redefine the treatment of Graves’ Disease and TED Yarrow in - licensed exclusive rights to YB - 101 for the treatment of GD and TED outside of greater China from Changchun GeneScience Pharmaceutical Company, Ltd. ( GenSci ) in December 2025 Sources: VYNE’s SEC filings for additional information, including the Registration Statement on Form S - 4 that VYNE filed in conn ection with the transaction; Furmaniak 2022 TSHR = thyrotropin receptor; TED= thyroid eye disease; GD= Graves’ disease; MOA=mechanism of action; SOC=standard of care; SC =su bcutaneous; SAD=single ascending dose Yarrow : Aspiring to be a new leader in thyroid autoimmune disease • Founded in 2025 with the singular focus of developing novel therapies to treat thyroid autoimmune diseases • Closed reverse merger with VYNE Therapeutics in July 2026; NASDAQ: YARW • Launching as clinical - stage company with ongoing Phase 2 trial in Graves' disease YB - 101 has the potential to win in multiple ways across large GD and TED market opportunities • MOA : Potential first - in - class anti - TSHR antibody designed to directly and rapidly disrupt the central mechanism of GD and TED, offering one solution for both diseases • Clinical impact : Rapid and specific TSHR blockade with potential for improved clinical activity and safety vs. current SOC • Convenience : SC formulation targeting Q8W dosing, a meaningfully lower treatment burden vs. emerging biologics Yarrow is advancing the first anti - TSHR therapy into Phase 2 in GD; supported by industry leading healthcare investors • Pharmacodynamic activity consistent with anti - TSHR mechanism observed in GenSci’s Phase 1 SAD in TED • Combined Phase 2a/2b GD trial initiated in Q2 ’26 with Phase 2a readout anticipated in 2H ’27 • Fast Track Designation received from FDA for GD program • Partner, GenSci , conducting ongoing Phase 1 studies with YB - 101 in both GD and TED in China • $200M raised to date from premier syndicate of investors; Cash runway expected to fund operations into 2028
5 TSHR: the site of action in GD and TED Sources: Furmaniak 2022 GD=Graves’ disease; TED=thyroid eye disease; TSHR= thyrotropin receptor; RAI= radioactive iodine; ATD=anti - thyroid drug Directly disrupts the disease process x TSHR is the site of antibody attack in the thyroid and orbital tissue x Blocking TSHR can be effective against polyclonal autoantibodies x Potential for improved safety/tolerability with no serious on - target toxicities Protects thyroid tissue x Preserves thyroid tissue and function x Potential to provide the speed and predictability of surgery/RAI with the reversibility of ATD x May permit natural recovery of the thyroid gland by stopping autoantibody attack x Pathophysiology of both diseases converges at TSHR x TSHR blockade designed to address both thyroidal and extra - thyroidal clinical manifestations of GD Ideal target for both diseases
6 Our opportunity with YB - 101 is to generate clinical data across both indications, leveraging collaboration with GenSci Yarrow in - licensed exclusive rights to YB - 101 for the treatment of GD and TED outside of greater China from Changchun GeneScienc e Pharmaceutical Company, Ltd. (GenSci) in December 2025 GD=Graves’ disease; TED=thyroid eye disease; POC=proof of concept; SAD=single ascending dose; MAD=multiple ascending dose Graves’ Disease 2026 2027 2028 GD Ph 2a/2b initiated Q2 2026 GD SAD i nitiated (China) Ph 1 TED MAD (China) ongoing GD Ph 2a POC data H2 2027 GD SAD data (China) TED MAD topline data (China) H2 2027 Potential to initiate TED Ph 2 Initiate Ph 2b portion of GD trial H1 2028 Initiate TED Ph 2/3 (China) GenSci Yarrow Thyroid Eye Disease YB - 101 Anticipated Milestones • Accelerating to Phase 2 in GD in the US based on China Phase 1 data • Leveraging ongoing GenSci TED development to enable future global TED development after TED POC in China • Capital efficient approach maximizes the value creation opportunities in front of us
7 Experienced leadership team and board with strong track record of value creation Rebecca V. Frey, PharmD | President and CEO Lori Payton, PhD | Chief Development Officer Tyler Zeronda | Chief Financial Officer Rachael Alford, PhD | Chief Operating Officer Steve Ryder, MD | Chief Medical Officer Board of Directors • Bill Lundberg, MD, Board Chair | Former CEO, Merus • Mona Ashiya, PhD | General Partner, OrbiMed Advisors • Bill White | CFO, Avere; Former CFO, Akero • Steve Hoerter | CEO, MBX; Former CEO, Deciphera • Peter Silverman, JD | Former COO and GC, Merus • Rebecca V. Frey, PharmD | President and CEO, Yarrow
Significant unmet needs exist in current management of Graves’ Disease and TED
9 GD and TED are poorly treated diseases with significant morbidity and mortality risk Sources: 1. Grixti 2023; 2. Chin 2020; 3. Boutzios 2014; 4. Kostopoulos 2024; 5. Okosieme 2019 CV=cardiovascular; GD=Graves’ disease; TED=thyroid eye disease; TSH=thyroid stimulating hormone; AF=atrial fibrillation; FT4= fre e thyroxine; FT3=free triiodothyronine • Lifetime risk of ~3% in women and ~0.5% in men 1 • Diagnosis confirmed by suppressed TSH, high/normal FT4/FT3, autoantibody positivity • Long - term morbidity driven by sustained hyperthyroidism and autoimmune sequelae o 40% develop thyroid eye disease (TED) 2 o Elevated risk of thyroid cancer 3 o 10% - 15% develop atrial fibrillation 4 o Twice the risk of having a major CV event 5 o 23% increase in all - cause mortality 5 Graves’ Disease : TSHR - stimulating autoantibodies drive hyperthyroidism Goiter thyroid storm, thyroid cancer Bulging, swollen eyes, orbital pain, visual disturbances (TED) Fast, irregular heartbeats, atrial fibrillation (AF), congestive heart failure, pulmonary hypertension Tremor, muscle weakness Sleep disturbance, anxiety, mood alterations Weight loss, diarrhea Irregular menstruation, pregnancy complications, fetal thyroid disease Heat intolerance
10 Radioactive iodine Risk of cancer and tissue damage. Exacerbates TED. Radiation exposure Current GD and TED treatments remain inadequate Sources: Yarrow market research, Lupo 2025; Sjolin 2019; Davies 2020; Methimazole Tablets, USP, Prescribing Information; Prop ylt hiouracil Tablets, USP, Prescribing Information; TEPEZZA® (teprotumumab - trbw ) Prescribing Information. GD=Graves’ disease; TED=thyroid eye disease; IGF1R=insulin - like growth factor 1 receptor; IV=intravenous Methimazole, Propylthiouracil Risk of skin rash, nausea/vomiting, hepatitis, agranulocytosis, vasculitis, aplastic anemia, thrombocytopenia Side effects negatively impact compliance 25% of patients not controlled after one year Thyroidectomy Vocal cord damage. Parathyroid dysfunction. Surgical risk No drugs available for second line IGF - 1R antibody (IV) Tepezza ® Hearing impairment (12% in Phase 3, up to 82% real - world), infusion reactions, hyperglycemia (10%) >40% relapse after treatment Need for safer drugs for second line Anti - thyroid drugs FIRST - LINE SECOND - LINE Graves’ Disease Thyroid Eye Disease Immunosuppression, liver abnormalities, infections, hypertension FIRST - LINE SECOND - LINE Need safer and more effective drugs for first line Need safer and more effective drugs for first line Ablative treatments Corticosteroids Biologic treatment
11 Emerging regulatory focus on ATD withdrawal endpoints creates a clear opportunity for anti - TSHR as a new standard of care with improved risk/benefit ATDs are suboptimal as first - line treatment for GD, and are not effective for TED Sources: Ross 2016; Otsuka 2012, Yarrow market research. ATD=anti - thyroid drug; GD=Graves’ disease; TED=thyroid eye disease; TSHR= thyrotropin receptor Efficacy limitations Safety / tolerability risks Noncompliance 50% 50% Remission rate after 12 — 18 months Relapse after discontinuation 23% Proportion of newly diagnosed cases that progress to radioactive iodine therapy or surgery Safety/ tolerability concerns require monitoring and drive treatment discontinuation Up to 24% incidence of cutaneous reactions Adherence challenges limit ATD treatment effectiveness – potentially driven by: Suboptimal efficacy Side effects Chronicity Frequent blood tests Rare but serious related adverse events: Agranulocytosis Hepatotoxicity Vasculitis
Yarrow’s potential first - in - class anti - TSHR offers a highly differentiated approach to treat GD and TED
13 YB - 101 is a potent anti - TSHR antibody poised to redefine the treatment of GD and TED Multiple ways to win in both indications IgG4 Composition - of - matter coverage through 2043; method - of - treatment patents through 2045; formulation patents through 2046 Phase 2 clinical asset with first - in - class potential Directly disrupts central mechanism of both GD and TED Potential for rapid onset and improved efficacy & safety/tolerability vs. current treatments Convenient SC delivery with lower treatment burden vs. other emerging biologics YB - 101 POTENTIAL KEY VALUE DRIVERS Intellectual property in - licensed from GenSci TSHR=thyrotropin receptor; GD=Graves’ disease; TED=thyroid eye disease; SC=subcutaneous
14 Pathophysiology of GD and TED converges at TSHR Thyroid cell Orbital fibroblast Stimulating autoantibodies (TRAb/TSI) TSHR Thyroid hormone over - production and TSH suppression P roduction of cytokines & hyaluronic acid Differentiation into adipocytes and myofibroblasts Intracellular Extracellular IGF1 - R TSHR • Autoantibodies attack and overstimulate TSHR • Autoantibodies are diverse but all bind to the same TSHR • Autoantibody attack on TSHR leads to : • Increase in thyroid hormones (FT3, FT4) • Suppression of TSH • In TED – increased production of cytokines and hyaluronic acid, other inflammatory changes that drive TED GD and TED are polyclonal autoantibody - driven diseases Sources: Davies 2020 TRAb/TSI=thyroid receptor antibody/thyroid stimulating immunoglobulin; FT3=free triiodothyronine; FT4=free thyroxine; TSH=thy roi d stimulating hormone; IGF - 1R=insulin - like growth factor 1 receptor; GD=Graves' disease; TED=thyroid eye disease
15 YB - 101 directly disrupts the central mechanism of GD & TED by blocking autoantibody attack on TSHR TRAb/TSI=thyroid receptor antibody/thyroid stimulating immunoglobulin; FT3=free triiodothyronine; FT4=free thyroxine; TSH=th yro id stimulating hormone; IGF - 1R=insulin - like growth factor 1 receptor; TSHR= thyrotropin receptor; GD=Graves' disease; TED=thyroid eye disease Thyroid cell Orbital fibroblast Stimulating autoantibodies (TRAb/TSI) TSHR Inhibits thyroid hormone over - production and restores TSH Inhibits production of cytokines & hyaluronic acid Inhibits d ifferentiation into adipocytes and myofibroblasts Intracellular Extracellular IGF1 - R TSHR YB - 101 Blocks autoantibody attack and over - stimulation Thyroid hormone normalization Improvement in TED pathophysiology • Blocks autoantibody - induced TSHR activation to directly disrupt GD/TED disease process • Rapidly reverses hyperthyroidism as measured by FT3, FT4 and TSH • No known immunosuppression or tissue destruction • Reversible blockade YB - 101 directly disrupts the autoantibody attack
16 GenSci Phase 1 SAD in TED: Study design and patient population Sources: GenSci data on file TED=thyroid eye disease; SC=subcutaneous; SRC=safety review committee; SAD= single ascending dose; MAD=multiple ascending dos e; CAS=clinical activity score • SAD evaluated safety and efficacy of five dose levels of YB - 101 vs. placebo in TED • Key inclusion criteria: active TED (CAS >=3) • SC administration • Majority euthyroid at baseline • Patients were followed for 24 weeks after a single dose of YB - 101 Screening Dosing Follow - up D - 28 – D - 2 D - 1 W1 W25 N=8 (6:2) 15 mg 45 mg 90 mg 180 mg 270 mg N=8 (6:2) N=8 (6:2) N=8 (6:2) N=8 (6:2) 180 mg SRC meeting SRC approved advancement to 270 mg and initiation of MAD
17 ✓ No dose interruptions or study withdrawals due to AEs No deaths, no treatment - related SAEs All AEs mild or moderate in severity No severe adverse events reported across all cohorts No hearing - related or clinically meaningful hyperglycemia adverse events Hearing impairment and hyperglycemia are known risks associated with drugs targeting IGF - 1R for TED No clinically meaningful differences vs. placebo Vitals, physical exam, ophthalmologic safety assessments Based on interim, unblinded data from a limited Phase 1 SAD; conclusions are preliminary Sources: GenSci Phase 1 TED SAD interim unblinded data, as reported in VYNE/Yarrow S - 4 Registration Statement (2026) SAD=single ascending dose; GD=Graves' disease; MOA=mechanism of action; AE=adverse event; IGF - 1R=insulin - like growth factor 1 re ceptor; TED=thyroid eye disease; SAE=serious adverse event; IND=Investigational New Drug GenSci Phase 1 SAD: Favorable safety profile of YB - 101 in patients with active TED ✓ ✓ ✓ Safety data from the TED SAD supported initiation of the TED MAD and filing of the GD IND with Yarrow’s Phase 2a/2b protocol
18 GenSci Phase 1 SAD: A single dose of YB - 101 produced rapid, dose - dependent proof of mechanism and meaningful clinical responses in TED Sources: GenSci data on file, TEPEZZA® (teprotumumab - trbw) Prescribing Information. No head - to - head trials have been conducted. Cross - program comparisons are limited by differences in trial design, patient popula tions, endpoints and dosing. ORR=overall response (a reduction ≥2 points in CAS + a reduction in proptosis ≥2 mm); SAD=single ascending dose; TED=thyroid eye disease; FT3= free triiodothyronine; FT4= free thyroxine; TSH= thyroid stimulating hormone; CAS=clinical activity score; PD=pharmacodynamic; PBO=placebo 66.7% 20% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% YB-101 PBO Maximum improvement in proptosis 66.7% 10% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% YB-101 PBO Maximum improvement in ORR FT3 and FT4 changes occurred rapidly: FT3/FT4 declines Starting on day 2 - 3 Nadir on day 11 - 15 TSH rises Starting on day 3 - 5 Peak on day 15 - 22 • Rapid changes observed in FT3/FT4 and TSH • PD effects appeared dose - dependent • Potentially meaningful improvements in TED clinical endpoints • Single - dose responses with YB - 101 approached or exceeded multiple doses of TEPEZZA Rapidity of changes in FT3/FT4 represent potential new treatment paradigm as compared to ATDs and emerging biologics Improvements in proptosis and ORR observed after a single dose:
19 YB - 101 is expected to be highly differentiated from emerging biologics for GD and TED 1 Single case report from Biohaven, Ltd. Press Release, January 12, 2026; broader controlled data are not available. Attributes sh own for YB - 101 reflect (i) clinical observations from the GenSci Phase 1 SAD in TED (interim, unblinded data, small N), (ii) preclinical data, and (iii) properties expected based on the anti - TSHR mechanism of action. Attr ibutes characterized as “expected” or based on mechanism have not been demonstrated in adequately powered clinical studies. No head - to - head trials have been conducted. Cross - program comparisons are limited by differ ences in trial design, patient populations, endpoints and dosing. GD=Graves’ disease; TED=thyroid eye disease; IGF - 1R=insulin - like growth factor 1 receptor; SC=subcutaneous One potential solution for both diseases with a compelling product profile YB - 101 (Anti - TSHR) Anti - IGF - 1R IgG degraders Anti - FcRn Specific against TSHR TBD Addresses GD and TED TBD 1 Rapid reversal of hyperthyroidism Infrequent SC dosing No immunosuppression No hearing impairment No hyperglycemia
20 YB - 101 offers the lowest dosing burden for patients with GD among emerging biologics in development Sources: VYVGART® Hytrulo (efgartigimod alfa and hyaluronidase - qvfc) Prescribing Information, Clinicaltrials.gov NCT07018323, NC T06727604, NCT06980649. 1 Q 8W regimen is target only; subject to Phase 2 PK/PD and efficacy data GD=Graves’ disease; TSHR=thyrotropin receptor; SC=subcutaneous Convenient SC formulation with feasibility for pre - filled syringe and autoinjector IMVT - 1402 Anti - FcRn BHV - 1300 IgG degrader SC weekly SC weekly Phase 2b GD studies in progress Phase 1b GD study in progress Vyvgart Hytrulo ® Anti - FcRn Phase 3 GD study planned SC weekly Targeting SC administration every 8 weeks 1 Initiating Phase 2a/2b GD study PRODUCT STAGE NUMBER OF DOSES FOR PRIMARY ENDPOINT (6 MONTHS)
Yarrow is positioned for a unique value creation opportunity Pursuing rapid advancement of YB - 101 in GD with additional future upside in TED
22 The shift to targeted biologics in GD and TED is expected to create a substantial new market — with Yarrow well - positioned to lead Sources: Gerischer 2025, Argenx Q4 and Full year Financial results dated February 26, 2026 and Company estimate; Amgen Q4 and Full Year 2025 Financial Result s dated February 3, 2026. GD=Graves’ disease; TED=thyroid eye disease; TSHR=thyrotropin receptor Anti - TSHR mechanism offers highly differentiated biologic approach Yarrow has a first - mover opportunity Nonspecific symptom management Targeted biologic treatments New category representing a $2b+ US market RECENT ANALOG: Myasthenia Gravis Anti - thyroid drugs Targeted biologic treatments Substantially larger market as compared to TED Steroids symptom management More targeted biologic treatments New category representing a $2b+ US market Room for substantial growth to be captured by a safer biologic
23 Potential to build substantial new biologic market opportunity for GD Large addressable population for YB - 101 across GD and TED Sources: Davies 2020, Villagelin 2024, Lupo 2025, Chin 2020, Gillespie 2012; Amgen Q4 and Full Year 2025 Financial Results dated February 3, 2026. GD=Graves’ disease; TED=thyroid eye disease; ATD=anti - thyroid drug Strong market potential for incident patients plus ~1M prevalent patients with GD on ATDs New GD cases 20 - 40 per 100K persons per year 84% of GD patients are prescribed ATDs 75% remain on ATDs after 3 months ~34K - 68K eligible GD patients annually 40% of patients w/GD develop TED 20 - 30% develop moderate to severe TED ~11K - 22K eligible TED patients annually Current TEPEZZA market >$2B annually Large Opportunity Across GD And TED
24 Yarrow is advancing the first anti - TSHR therapy into Phase 2 in GD Sources: Yarrow data on file DMC=data monitoring committee; PBO=placebo; TSHR= thyrotropin receptor; ULN=upper limit of normal; ATD=anti - thyroid drug; GD=Gra ves’ disease; TED=thyroid eye disease; PK=pharmacokinetics; TFT= thyroid function test; CAS=clinical activity score YB - 101 Phase 2a/2b study design: Part 1, US and Australia 24 YB - 101 or PBO 180 mg Q8W YB - 101 or PBO 270 mg Q8W YB - 101 or PBO 400 mg Q8W YB - 101 or PBO 200 mg Q4W R 3:1 R 3:1 Parallel cohorts 1 & 2 n=8 per cohort Parallel cohorts 3 & 4 n=8 per cohort Initiate Part 2 24 weeks 24 weeks Key inclusion criteria : • Confirmed GD, w/ or w/o TED • FT3+FT4 normal; TSH <ULN; thyroid autoantibodies >ULN • Stable on ATD for >=3 months Endpoints: • Primary: safety and efficacy (percent euthyroid and off ATD) • Additional, PK, TFT, ATD reduction/withdrawal • Proptosis and CAS in patients with concurrent TED Fast Track Designation received from FDA Top - line results from Phase 2a (Part 1) expected 2H 2027
25 Yarrow GD Phase 2b expected to begin in H1 2028 Sources: Yarrow data on file. GD=Graves’ disease; TED=thyroid eye disease; FT3= free triiodothyronine; FT4=free thyroxine; TSH=thyroid stimulating hormone; UL N=upper limit of normal; ATD=anti - thyroid drug; PK=pharmacokinetic; TFT=thyroid function test; CAS=clinical activity score Part 2/Phase 2b design and endpoints aligned with FDA YB - 101 Dose 1 n=50 YB - 101 Dose 2 n=50 R Placebo n=50 YB - 101 Dose 3 n=50 24 weeks Long - term Extension Key inclusion criteria : • Confirmed GD, w/ or w/o TED • FT3+FT4 normal; TSH <ULN; thyroid autoantibodies >ULN • Stable on ATD for >=3 mon Primary Objective: • Statistically powered efficacy readout at 24 weeks, N=200 Endpoints • Primary efficacy: Percent euthyroid and off ATD • Additional: Safety, PK, TFT, ATD reduction/withdrawal • Proptosis and CAS in patients with concurrent TED Doses for Part 2 and extension to be informed by data generated in Part 1
26 Yarrow is positioned to capture additional upside potential in TED Sources: GenSci data on file, TEPEZZA® (teprotumumab - trbw) Prescribing Information. TED=thyroid eye disease; MAD=multi ascending dose; CAS=clinical activity score; SC=subcutaneous; TSHR= thyrotropin receptor; IGF 1R= insulin - like growth factor 1 receptor Leveraging collaboration with GenSci for maximum efficiency 90 mg x 3 180 mg x 3 270 mg x 3 N=12 (5:1) per cohort YB - 101 TED MAD (China) Study Design YB - 101 or placebo dosing Follow - up W1 W41 W9 W17 R • GenSci is conducting a randomized, double - blinded, placebo - controlled MAD in China • Study is evaluating safety and efficacy of three dose levels of YB - 101 vs. placebo in TED – Key inclusion criteria: active TED (CAS >=3) – SC administration Q8 weeks x 3 doses • TED development options to be informed by GenSci MAD data expected when study completes in 2H 2027 • GenSci plans to pursue future TED registration in China YB - 101’s distinct anti - TSHR mechanism may enable meaningful differentiation from IGF - 1R, which has been biologically linked to hearing loss and hyperglycemia
27 $ 200M raised enables multiple potential clinical catalysts and cash runway into 2028 $200M raised includes expected $100M from Yarrow Pre - Closing Financing. Sources: VYNE’s SEC filings including VYNE/Yarrow S - 4 Registration Statement (2026) GD=Graves’ disease; TED=thyroid eye disease; MAD=multiple ascending dose; SAD=single ascending dose Leveraging GenSci collaboration for efficient value creation across indications Founding investor Graves’ Disease 2026 2027 2028 GD Ph 2a/2b initiated Q2 2026 GD SAD initiated (China) Ph 1 TED MAD (China) ongoing GD Ph 2a POC data H2 2027 GD SAD data (China) TED MAD topline data (China) H2 2027 Potential to initiate TED Ph 2 Initiate Ph 2b portion of GD trial H1 2028 Initiate TED Ph 2/3 (China) GenSci Yarrow Thyroid Eye Disease YB - 101 Anticipated Milestones
28 Note: The cash balance figure represents Yarrow pre - merger close balance as of June 30, 2026 and is preliminary, unaudited and is subject to change. Number of shares are on an as - converted basis and following the 1 - for - 50 reverse stock split effected in connection with the merger. The post - split fully - diluted share count including equity inc entives such as employee stock options is approximately 33.6 million shares. Refer to VYNE and YARW SEC filings for additional information. Common stock Common stock equivalents Common stock & common stock equivalents Number of Shares Shares outstanding 2,803,078 Pre - funded warrants 25,781,230 Total outstanding 28,584,308 Capitalization following closing of merger with VYNE $18.7M Cash as of June 30, 2026 +$100.0M net proceeds from pre - closing financing on July 27, 2026
29 Yarrow in - licensed exclusive rights to YB - 101 for the treatment of GD and TED outside of greater China from Changchun GeneScience Pharmaceutical Company, Ltd. ( GenSci ) in December 2025. Refer to VYNE and YARW SEC filings for additional information. GD=Graves’ disease; TED=thyroid eye disease Yarrow Territory / rights Upfront Milestones Worldwide, excluding Greater China for all fields of use, including the treatment of GD and TED GenSci received $70M YB - 101 license: financial terms summary Royalties Development, regulatory, manufacturing and sales - based milestones payable up to $1.295B Inclusive of: Development: up to $100M (including $50M near - term) Regulatory: up to $150M Tiered low teens to low - mid teen royalties
30 yarrowbioscience.com Thank you
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