Yarrow Bioscience, Inc. SEC Filings

VYNE Therapeutics Inc. reported that Chief Scientific Officer Stuart Iain had 15,405 shares of common stock withheld on 2026-07-23 to satisfy tax withholding tied to vesting restricted stock units. The shares were valued at $0.8976 each, and he now holds 95,944 shares directly.

VYNE Therapeutics Inc.’s chief legal officer Mutya Harsch reported a tax-withholding share disposition. The issuer withheld 22,516 shares of common stock on July 23, 2026 at $0.8976 per share to satisfy tax obligations on vested restricted stock units. Harsch now directly holds 95,918 shares.

VYNE Therapeutics Inc. reports that President and CEO David Domzalski had 79,391 shares of Common Stock withheld by the issuer at $0.8976 per share to satisfy tax obligations related to the vesting of restricted stock units. After this tax-withholding disposition, he directly holds 347,174 shares.

VYNE Therapeutics Inc. approved a 1-for-50 reverse stock split of its common stock in connection with its proposed merger with Yarrow Bioscience. Stockholders had previously authorized a split range of 1-for-10 to 1-for-70, and the board, with Yarrow’s agreement, chose the 1-for-50 ratio.

Upon effectiveness, every 50 shares of VYNE common stock will be combined into one share, reducing outstanding shares from about 33.4 million to about 0.7 million. No fractional shares will be issued; instead, holders will receive cash based on the Nasdaq closing price for any fractional share entitlement. Authorized common stock will ultimately increase from 150,000,000 to 300,000,000 shares in connection with the merger.

VYNE also updated its previously announced special cash dividend, setting an aggregate $17.3 million payout, or approximately $0.40242 per share, based on 42,989,506 shares and equivalents outstanding as of July 20, 2026. The dividend will be payable in cash to stockholders and warrant holders of record on July 22, 2026, with due bill procedures so buyers during the July 21–23 period receive the dividend. After the reverse split and closing of the merger, the combined company is expected to have about 2.7 million shares outstanding (about 33.6 million on a fully diluted basis) and to trade on Nasdaq as “Yarrow Bioscience, Inc.” under the ticker “YARW” beginning July 27, 2026.

VYNE Therapeutics Inc. reported that stockholders approved key proposals related to its planned merger with Yarrow Bioscience, Inc. at a July 16, 2026 special meeting. There were 33,385,055 VYNE common shares outstanding as of the June 5, 2026 record date, and 25,949,357 shares were represented, constituting a quorum.

Stockholders approved issuing VYNE common shares (including pre-funded warrant shares) to Yarrow stockholders under the Merger Agreement, which will represent more than 20% of shares outstanding immediately prior to the merger and result in a change of control under Nasdaq rules. They also approved a reverse stock split at a ratio between 1-for-10 and 1-for-70, an increase in authorized common shares from 150,000,000 to 300,000,000, new Yarrow equity and employee stock purchase plans, and merger-related and general executive compensation on an advisory basis.

Sharon Barbari was elected as a Class II director, and Baker Tilly US, LLP was ratified as independent auditor for 2026. An adjournment proposal was not needed because sufficient votes were obtained for the primary merger-related items.

VYNE Therapeutics Inc. has a large shareholder, Zhang Xiaofan, who reports beneficial ownership of 5,511,558 shares of VYNE common stock, par value $0.0001 per share. This represents 16.5% of the outstanding common stock.

Zhang Xiaofan, a citizen of Hong Kong with an address in Shanghai, reports sole voting power and sole dispositive power over all 5,511,558 shares and no shared voting or dispositive power.

Zhang Xiaofan is reported as a significant shareholder of VYNE Therapeutics Inc., beneficially owning 4595118 shares of common stock, par value $0.0001 per share. This holding represents 13.8% of the class, with sole voting and sole dispositive power over all reported shares.

VYNE Therapeutics Inc. reports that Yarrow Bioscience, Inc. has published an investor presentation for use in investor relations and other communications. VYNE has made this presentation, dated July 14, 2026, available on its investor website and has furnished it as Exhibit 99.1.

The communication is described as not constituting an offer or solicitation for any securities. It directs investors to a previously filed registration statement on Form S-4, which includes a proxy statement/prospectus about the proposed transaction between VYNE and Yarrow and is available free of charge on the SEC and VYNE investor websites.

VYNE Therapeutics Inc. describes a proposed reverse merger in which Yarrow Bioscience, founded in 2025 to develop therapies for Graves’ disease and thyroid eye disease, is expected to close with VYNE around July 24, 2026, with the combined company trading on Nasdaq as YARW. Yarrow’s lead asset, YB‑101, a potential first‑in‑class anti‑TSHR antibody, is entering a Phase 2a/2b trial in Graves’ disease after Phase 1 data in thyroid eye disease from partner GenSci, with a Phase 2a proof‑of‑concept readout anticipated in H2 2027 and Fast Track Designation from the FDA.

Yarrow has raised $200M to date, including an expected $100M pre‑closing financing, and projects a cash runway into 2028. Estimated post‑closing capitalization (on a pre‑reverse‑stock‑split basis) is about 1,428,782,221 shares of common stock, with holders associated with Yarrow and its pre‑closing financing owning approximately 97% of the combined company and current VYNE equity holders about 3%. VYNE has declared an aggregate cash dividend estimated at $16.5 million, or $0.38 per share, conditioned upon completion of the merger.