Yarrow Bioscience insider reports warrant holdings
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Form Type
3
Rhea-AI Filing Summary
RTW Fund Group GP, LLC and Roderick Wong, M.D., reported as ten percent owners of Yarrow Bioscience, Inc., disclose indirect holdings received in a July 27, 2026 merger: 399,597 shares of common stock and pre-funded warrants exercisable at $0.0001 for 8,816,429 shares, subject to a 9.99% beneficial ownership cap. The securities are held by an affiliated entity managed by RTW Fund Group, and the reporting persons disclaim beneficial ownership except to the extent of their pecuniary interest.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
RTW Fund Group GP, LLC, WONG RODERICK
Role
10% Owner | 10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Pre-Funded Warrants (Right to Buy) F4, F5, F3 | -- | -- | -- |
| Holding | Common Stock F1, F2, F3 | -- | -- | -- |
Holdings:
Pre-Funded Warrants (Right to Buy) — 8,816,429 contracts (Indirect, See footnote);
Common Stock — 399,597 shares (Indirect, See footnote)
Footnotes (5)
- F1. Effective as of July 27, 2026 (the "Effective Time"), a wholly owned subsidiary of VYNE Therapeutics Inc. ("VYNE") merged with and into Yarrow Bioscience, Inc. ("Yarrow") with Yarrow continuing as a wholly owned subsidiary of VYNE and the surviving corporation of the merger (the "Merger") under the name "Yarrow Bioscience Operating Company Corp." In connection with the completion of the Merger, VYNE changed its name to "Yarrow Bioscience, Inc." (hereinafter, the "Issuer").
- F2. Represents the number of shares of common stock, par value $0.0001, of the Issuer ("Issuer Common Stock") received by the Reporting Person in the Merger in exchange for the shares of common stock of Yarrow ("Yarrow Common Stock") held by the Reporting Person prior to the Merger. Each share of Yarrow Common Stock held at the Effective Time was exchanged for 0.7171 shares of Issuer Common Stock.
- F3. Held by a certain affiliated entity managed by RTW Fund Group GP, LLC ("RTW Fund Group"). Roderick Wong, M.D. serves as the Managing Member of RTW Fund Group. The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein.
- F4. The pre-funded warrants to purchase shares of Issuer Common Stock (the "Issuer Pre-Funded Warrants") have no expiration date and are exercisable at any time after the date of issuance. A holder of Issuer Pre-Funded Warrants may not exercise the Issuer Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise.
- F5. Represents the number of Issuer Pre-Funded Warrants received by the Reporting Person in the Merger in exchange for pre-funded warrants to purchase shares of Yarrow Common Stock (the "Yarrow Pre-Funded Warrants") held by the Reporting Person prior to the Merger. Each Yarrow Pre-Funded Warrant held at the Effective Time was exchanged for 0.7171 Issuer Pre-Funded Warrants.
Key Figures
Common Stock Held: 399,597 shares
Pre-Funded Warrants Underlying Shares: 8,816,429 shares
Pre-Funded Warrant Exercise Price: $0.0001 per share
+4 more
7 metrics
Common Stock Held
399,597 shares
Indirect holdings of Issuer Common Stock following the merger effective July 27, 2026
Pre-Funded Warrants Underlying Shares
8,816,429 shares
Indirectly held Issuer Pre-Funded Warrants, each exercisable into one share of Common Stock
Pre-Funded Warrant Exercise Price
$0.0001 per share
Exercise price of Issuer Pre-Funded Warrants
Exchange Ratio – Common Stock
0.7171
Each share of Yarrow Common Stock exchanged for 0.7171 share of Issuer Common Stock in the merger
Exchange Ratio – Pre-Funded Warrants
0.7171
Each Yarrow Pre-Funded Warrant exchanged for 0.7171 Issuer Pre-Funded Warrant
Beneficial Ownership Limitation
9.99%
Maximum beneficial ownership permitted upon exercise of Issuer Pre-Funded Warrants
Effective Time of Merger
July 27, 2026
Date when a VYNE subsidiary merged with Yarrow and VYNE was renamed Yarrow Bioscience, Inc.
Key Terms
Pre-Funded Warrants, Effective Time, beneficially own, pecuniary interest, +1 more
5 terms
Pre-Funded Warrants financial
"The pre-funded warrants to purchase shares of Issuer Common Stock"
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.
Effective Time regulatory
"Effective as of July 27, 2026 (the Effective Time), a wholly owned subsidiary"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
beneficially own regulatory
"would beneficially own more than 9.99% of the number of shares"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
pecuniary interest regulatory
"except to the extent of their pecuniary interest therein"
wholly owned subsidiary financial
"a wholly owned subsidiary of VYNE Therapeutics Inc. merged with and into Yarrow"
A wholly owned subsidiary is a company whose entire ownership is held by another company (the parent), so the parent controls decisions, operations, and finances. Think of it as a fully controlled branch that runs as its own legal entity but whose results flow straight into the parent’s financial statements; investors watch these structures because they affect consolidated revenue, risk exposure, and how profits, liabilities, and cash flow are allocated across the corporate group.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What holdings are reported for VYNE (Yarrow Bioscience) by RTW Fund Group and Roderick Wong?
They report indirect stakes in Yarrow Bioscience consisting of 399,597 common shares and pre-funded warrants exercisable into 8,816,429 common shares. These positions reflect securities received in a merger completed on July 27, 2026.
How many pre-funded warrants linked to VYNE (Yarrow Bioscience) are disclosed?
The insiders disclose pre-funded warrants exercisable for 8,816,429 shares of Yarrow Bioscience common stock. These warrants carry a $0.0001 exercise price per share and are subject to a 9.99% beneficial ownership limitation on exercise.
What common stock position in Yarrow Bioscience (VYNE) is shown in this insider report?
The report shows an indirect position of 399,597 shares of Yarrow Bioscience common stock. These shares were received in exchange for Yarrow Bioscience, Inc. common shares in a merger using a 0.7171-for-1 exchange ratio.
How did the VYNE and Yarrow Bioscience merger affect these insider holdings?
At the July 27, 2026 Effective Time, Yarrow merged into a VYNE subsidiary, and VYNE was renamed Yarrow Bioscience, Inc. Each Yarrow common share and pre-funded warrant converted into Issuer securities at a 0.7171 exchange ratio, creating the reported positions.
Do RTW Fund Group and Roderick Wong claim full beneficial ownership of the Yarrow Bioscience securities?
No. The securities are held by an affiliated entity managed by RTW Fund Group, and the reporting persons disclaim beneficial ownership for Section 16 purposes except to the extent of their pecuniary interest in those securities.
AI-generated analysis. How Rhea-AI works. Not financial advice.
