Yarrow Bioscience exchanges shares for pre-funded warrants

Yarrow Bioscience, Inc. entered into an exchange agreement with an existing stockholder on July 29, 2026.

Rhea-AI Filing Summary

Yarrow Bioscience, Inc. entered into an exchange agreement with an existing stockholder on July 29, 2026. The stockholder exchanged 133,290 shares of common stock for pre-funded warrants to purchase the same number of shares at an exercise price of $0.0001 per share. The pre-funded warrants are immediately exercisable and remain outstanding until fully exercised.

A Beneficial Ownership Limitation restricts exercises that would push the holder above 9.99% of outstanding common stock, adjustable up to 19.99% with 61 days’ notice. After the exchange, Yarrow Bioscience has 2,669,788 shares of common stock outstanding and pre-funded warrants to purchase 25,914,530 shares outstanding.

Positive

• None.

Negative

• The company has pre-funded warrants for 25,914,530 shares outstanding versus 2,669,788 shares currently outstanding, representing significant potential future share issuance.

Filing Explained

The exchange closed on July 29, 2026; the immediately exercisable pre-funded warrants were issued without Securities Act registration under Section 3(a)(9), rather than registered for resale.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares Exchanged: 133,290 shares Warrant Exercise Price: $0.0001 per share Beneficial Ownership Cap: 9.99% +4 more

7 metrics

Shares Exchanged 133,290 shares Common stock exchanged for pre-funded warrants on July 29, 2026

Warrant Exercise Price $0.0001 per share Exercise price of the pre-funded warrants issued in the exchange

Beneficial Ownership Cap 9.99% Initial Beneficial Ownership Limitation on warrant exercises

Maximum Ownership Cap 19.99% Maximum Beneficial Ownership Limitation with 61 days’ notice

Notice Period 61 days Notice required to change the Beneficial Ownership Limitation

Shares Outstanding After Exchange 2,669,788 shares Common stock outstanding following completion of the exchange

Pre-Funded Warrants Outstanding 25,914,530 shares Shares of common stock issuable upon exercise of all outstanding pre-funded warrants

Key Terms

Pre-Funded Warrants, Beneficial Ownership Limitation, Section 3(a)(9) of the Securities Act, attribution parties

4 terms

Pre-Funded Warrants financial

"exchange an aggregate of 133,290 shares of the Company’s common stock ... for pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Beneficial Ownership Limitation regulatory

"would beneficially own in excess of 9.99% ... (the “Beneficial Ownership Limitation”)"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Section 3(a)(9) of the Securities Act regulatory

"in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act"

attribution parties financial

"the holder (together with its affiliates and other attribution parties) will not have the right to exercise"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transaction did Yarrow Bioscience (YARW) complete on July 29, 2026?

Yarrow Bioscience completed an exchange of 133,290 common shares for pre-funded warrants to purchase the same number of shares at $0.0001 per share. The warrants are immediately exercisable and expire only when fully exercised.

How many Yarrow Bioscience (YARW) shares are outstanding after the exchange?

After the exchange, Yarrow Bioscience has 2,669,788 shares of common stock outstanding. In addition, there are pre-funded warrants outstanding to purchase 25,914,530 shares of common stock, which could be exercised over time subject to ownership limits.

What is the exercise price of the new pre-funded warrants for Yarrow Bioscience (YARW)?

The pre-funded warrants issued have an exercise price of $0.0001 per share. They are immediately exercisable and remain outstanding until fully exercised, effectively functioning like stock with only a minimal additional payment required upon exercise.

What is the Beneficial Ownership Limitation on Yarrow Bioscience (YARW) pre-funded warrants?

The Beneficial Ownership Limitation initially caps exercises so the holder cannot exceed 9.99% ownership. The holder may adjust this limit up or down, up to 19.99%, by giving 61 days’ prior notice to the company.

Were the Yarrow Bioscience (YARW) pre-funded warrants registered under the Securities Act?

The pre-funded warrants were not registered under the Securities Act of 1933. They were issued relying on the exemption provided by Section 3(a)(9) of the Securities Act, which applies to certain exchanges with existing security holders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

Yarrow Bioscience, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38356		45-3757789
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

470 James Street, Suite 007, New Haven, CT		06513
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (203) 433-7577

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		YARW		The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On July 29, 2026, Yarrow Bioscience, Inc. (the “Company”) entered into an exchange agreement with a certain existing stockholder (the “Stockholder”), pursuant to which the Stockholder agreed to exchange an aggregate of 133,290 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 133,290 shares of Common Stock at an exercise price of $0.0001 per share (the “Exchange”). Each Pre-Funded Warrant will be immediately exercisable and will expire when exercised in full. The holder (together with its affiliates and other attribution parties) will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates and other attribution parties, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease its Beneficial Ownership Limitation up to, and no higher than, 19.99%, by giving 61 days’ notice to the Company.

The Pre-Funded Warrants will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act.

The Exchange closed on July 29, 2026. Following the Exchange, the Company will have 2,669,788 shares of Common Stock outstanding and Pre-Funded Warrants to purchase 25,914,530 shares of Common Stock outstanding.

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 30, 2026	By:	/s/ Rebecca Frey
		Rebecca Frey
		Chief Executive Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB