Yarrow Bioscience (YARW) swaps stock for new pre-funded warrants
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"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.