Yarrow Bioscience details OrbiMed warrant holdings
Yarrow Bioscience, Inc. describes the initial indirect holdings of OrbiMed-related reporting persons following the July 27, 2026 merger in which a wholly owned subsidiary of VYNE Therapeutics Inc. merged into Yarrow and VYNE adopted the Yarrow name.
Rhea-AI Filing Summary
Yarrow Bioscience, Inc. describes the initial indirect holdings of OrbiMed-related reporting persons following the July 27, 2026 merger in which a wholly owned subsidiary of VYNE Therapeutics Inc. merged into Yarrow and VYNE adopted the Yarrow name. The OrbiMed funds hold common stock and Pre-Funded Warrants for issuer common stock at an exercise price of $0.0001 per share, subject to a 9.99% beneficial ownership blocker. Each share of former Yarrow common stock converted into 0.7171 shares of issuer common stock, and the reporting persons disclaim beneficial ownership except for any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
ORBIMED ADVISORS LLC, OrbiMed Capital GP X LLC, OrbiMed Genesis GP LLC
Role
Director | Director | Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Pre-Funded Warrants (right to buy) F6, F3, F5 | -- | -- | -- |
| holding | Pre-Funded Warrants (right to buy) F6, F4, F5 | -- | -- | -- |
| holding | Common Stock F1, F2, F3, F5 | -- | -- | -- |
| holding | Common Stock F1, F2, F4, F5 | -- | -- | -- |
Holdings After Transaction:
Pre-Funded Warrants (right to buy) — 4,668,372 contracts (Indirect, See footnote);
Common Stock — 266,306 shares (Indirect, See footnote)
Footnotes (6)
- 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 Persons in the Merger in exchange for the shares of common stock of Yarrow ("Yarrow Common Stock") held by the Reporting Persons prior to the Merger. Each share of Yarrow Common Stock held at the Effective Time was exchanged for 0.7171 shares of Issuer Common Stock.
- F3. These securities are held of record by OrbiMed Private Investments X, LP ("OPI X"). OrbiMed Capital GP X, LP ("GP X LP") is the general partner of OPI X. OrbiMed Capital GP X LLC ("GP X LLC") is the general partner of GP X LP. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, as amended, is the managing member of GP X LLC. By virtue of such relationships, GP X, LP, GP X LLC and OrbiMed Advisors may be deemed to have voting and investment power with respect to the shares held by OPI X. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI X.
- F4. These securities are held of record by OrbiMed Genesis Master Fund, L.P. ("Genesis Master Fund"). OrbiMed Genesis GP LLC ("Genesis GP") is the general partner of Genesis Master Fund. OrbiMed Advisors is the managing member of Genesis GP. By virtue of such relationships, Genesis GP and OrbiMed Advisors may be deemed to have voting and investment power with respect to shares held by Genesis Master Fund. OrbiMed Advisors exercises investment and voting power through a management committee comprised of Carl L. Gordon, Sven H. Borho and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by Genesis Master Fund.
- F5. This report on Form 3 is jointly filed by OrbiMed Advisors, GP X LLC and Genesis GP. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a 1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. OrbiMed Advisors has designated a representative, Mona Ashiya ("Ashiya"), a member of OrbiMed Advisors, to serve on the Issuer's board of directors. This report shall not be deemed an admission that any of the Reporting Persons or Ashiya is a beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose.
- F6. The Pre-Funded Warrants are exercisable at any time after the date of issuance, subject to a 9.99% beneficial ownership blocker. The Pre-Funded Warrants will expire once exercised in full.
Key Figures
Effective Time of Merger: July 27, 2026
Exchange Ratio: 0.7171
Pre-Funded Warrant Exercise Price: 0.0001
+3 more
6 metrics
Effective Time of Merger
July 27, 2026
Date a wholly owned VYNE subsidiary merged with and into Yarrow
Exchange Ratio
0.7171
Each share of Yarrow common stock exchanged for issuer common stock
Pre-Funded Warrant Exercise Price
0.0001
Per-share exercise price for pre-funded warrants into common stock
Underlying Shares – OPI X Warrants
4084827.0000
Common shares underlying one block of pre-funded warrants held via OPI X
Underlying Shares – Genesis Warrants
583545.0000
Common shares underlying another block of warrants held via Genesis Master Fund
Beneficial Ownership Blocker
9.99%
Maximum ownership allowed upon exercise of pre-funded warrants
Key Terms
Pre-Funded Warrants, beneficial ownership blocker, pecuniary interest, wholly owned subsidiary
4 terms
Pre-Funded Warrants financial
"The Pre-Funded Warrants are exercisable at any time after the date of issuance"
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 blocker regulatory
"The Pre-Funded Warrants are exercisable ... subject to a 9.99% beneficial ownership blocker"
A beneficial ownership blocker is a legal or structural device that prevents a shareholder from being treated as the ultimate owner of enough shares to trigger control, reporting, or voting thresholds. Think of it like a speed bump that stops an investor from reaching a stake size that would force corporate disclosure or change control rights. Investors care because it affects who controls the company, how shares vote, regulatory filings, takeover risk and therefore potential value or liquidity of their holdings.
pecuniary interest financial
"Each of the Reporting Persons disclaims beneficial ownership ... except to the extent of its pecuniary interest"
wholly owned subsidiary financial
"a wholly owned subsidiary of VYNE Therapeutics Inc. merged with and into Yarrow Bioscience, Inc."
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.
How did the merger affect Yarrow Bioscience, Inc. (VYNE)?
A wholly owned subsidiary of VYNE Therapeutics Inc. merged into Yarrow Bioscience, Inc. on July 27, 2026, with Yarrow continuing as the surviving corporation and a wholly owned subsidiary of VYNE. After completion, VYNE changed its name to Yarrow Bioscience, Inc..
Which OrbiMed entities are reporting persons for Yarrow Bioscience, Inc. (VYNE)?
The report identifies OrbiMed Advisors LLC, OrbiMed Capital GP X LLC, and OrbiMed Genesis GP LLC as reporting persons. They are associated with OrbiMed Private Investments X, LP and OrbiMed Genesis Master Fund, L.P., which hold the securities referenced in the ownership disclosure.
What terms apply to OrbiMed’s pre-funded warrants in Yarrow Bioscience, Inc. (VYNE)?
The pre-funded warrants are exercisable at any time after issuance at an exercise price of $0.0001 per share of common stock. Exercises are subject to a 9.99% beneficial ownership blocker, and the warrants will expire once they have been exercised in full.
How is OrbiMed’s beneficial ownership in Yarrow Bioscience, Inc. (VYNE) characterized?
Securities are held of record by OrbiMed Private Investments X, LP and OrbiMed Genesis Master Fund, L.P., over which OrbiMed-related entities may have voting and investment power. Each reporting person disclaims beneficial ownership except to the extent of its pecuniary interest, if any.
Who represents OrbiMed on the Yarrow Bioscience, Inc. (VYNE) board?
OrbiMed Advisors LLC has designated Mona Ashiya, a member of OrbiMed Advisors, to serve on the issuer’s board of directors. The report notes that this designation does not, by itself, constitute an admission of beneficial ownership for Section 16 purposes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
