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OrbiMed discloses sub-10% Yarrow Bioscience, Inc. (Ticker: VYNE) stake and large warrants

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D

Rhea-AI Filing Summary

OrbiMed-affiliated funds report a new Schedule 13D stake in Yarrow Bioscience, Inc. common stock following the merger of a wholly owned subsidiary of VYNE Therapeutics Inc. with Yarrow. OrbiMed Advisors LLC and related entities beneficially own 266,306 Shares, representing 9.97% of the 2,669,788 Shares outstanding as disclosed in a recent company report.

In the merger, OrbiMed Private Investments X, LP received 233,019 Shares and pre-funded warrants to purchase 4,084,827 Shares, while OrbiMed Genesis Master Fund, L.P. received 33,287 Shares and warrants to purchase 583,545 Shares. The warrants carry a 9.99% Beneficial Ownership Limitation and an exercise price of $0.0001 per Share, so they are currently not exercisable due to this blocker.

OrbiMed states the position was acquired for investment purposes and that it may increase or decrease its holdings over time. OrbiMed Advisors and its general-partner entities share voting and dispositive power over the funds’ Shares. OrbiMed Advisors member Mona Ashiya, who serves on Yarrow’s board, is party to a 180-trading-day lock-up agreement restricting sales and certain other transactions in her Shares following the merger.

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OrbiMed beneficial ownership 266,306 Shares Shares of Yarrow Bioscience common stock beneficially owned by OrbiMed-affiliated reporting persons
Ownership percentage 9.97% Percent of 2,669,788 outstanding Shares represented by 266,306 Shares
Shares held by OPI X 233,019 Shares Yarrow Shares held by OrbiMed Private Investments X, LP, approximately 8.73% of class
Shares held by Genesis 33,287 Shares Yarrow Shares held by OrbiMed Genesis Master Fund, L.P., approximately 1.25% of class
Shares outstanding 2,669,788 Shares Total Yarrow Bioscience Shares outstanding referenced from a Form 8-K as of July 30, 2026
OPI X pre-funded warrants 4,084,827 Shares Number of Shares underlying pre-funded warrants held by OPI X, subject to 9.99% blocker
Genesis pre-funded warrants 583,545 Shares Number of Shares underlying pre-funded warrants held by Genesis, subject to 9.99% blocker
Warrant exercise price $0.0001 per Share Exercise price for pre-funded warrants issued to OPI X and Genesis
pre-funded warrants financial
"received 233,019 Shares and pre-funded warrants ("Warrants") to purchase 4,084,827 Shares"
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
"the Warrants contain an exercise limitation... (the "Blocker")"
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.
dispositive power financial
"share power to direct the vote and disposition of the Shares held by OPI X"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Schedule 13D regulatory
"This Statement on relates to the acquisition of Shares by the Reporting Persons"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.
lock-up agreement financial
"Ashiya entered into a lock-up agreement (the "Lock-Up Agreement") pursuant to which"
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
Rule 144 regulatory
"subject to any applicable limitations under Rule 144 under the Securities Act"
Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

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

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FAQ

What percentage of Yarrow Bioscience (VYNE) does OrbiMed now beneficially own?

OrbiMed-affiliated entities beneficially own 266,306 Shares of Yarrow Bioscience, representing 9.97% of the 2,669,788 Shares outstanding. This stake reflects common stock only and excludes large pre-funded warrant positions that are currently not exercisable due to a 9.99% ownership blocker.

What warrants in Yarrow Bioscience (VYNE) did OrbiMed receive in the merger?

OrbiMed Private Investments X, LP received pre-funded warrants to purchase 4,084,827 Shares, and OrbiMed Genesis Master Fund, L.P. received warrants to purchase 583,545 Shares. These warrants have a nominal exercise price of $0.0001 per Share but are currently restricted by a 9.99% Beneficial Ownership Limitation.

How did OrbiMed’s stake in Yarrow Bioscience (VYNE) arise?

The stake arose from a merger in which a wholly owned subsidiary of VYNE Therapeutics Inc. merged with Yarrow, leaving Yarrow as a wholly owned VYNE subsidiary. In that transaction, OrbiMed-related funds received Shares and pre-funded warrants of Yarrow as merger consideration.

What is the 9.99% Beneficial Ownership Limitation affecting OrbiMed’s Yarrow (VYNE) warrants?

The warrants include a 9.99% Beneficial Ownership Limitation, or “Blocker,” preventing exercise if it would cause the holder to own over 9.99% of outstanding Shares after exercise. As a result, the large warrant positions held by OrbiMed funds are presently not exercisable.

What lock-up restrictions apply to OrbiMed representative Mona Ashiya regarding Yarrow (VYNE) Shares?

Board member Mona Ashiya agreed to a 180 trading-day lock-up starting at the merger closing. During this period, she is restricted from selling, pledging, or otherwise transferring Yarrow Shares and related derivatives, or entering hedging or registration-demand arrangements, subject to specified exceptions.

How many Yarrow Bioscience (VYNE) Shares are outstanding for calculating OrbiMed’s ownership?

The disclosed ownership percentages are based on 2,669,788 Shares of Yarrow Bioscience outstanding, as set forth in a Current Report on Form 8-K filed on July 30, 2026. OrbiMed’s reported 9.97% beneficial ownership is calculated using this share count as the denominator.





92941V407

(CUSIP Number)
OrbiMed Advisors LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
212 739-6400


OrbiMed Capital GP X LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
212 739-6400


OrbiMed Capital GP X, LP
601 Lexington Avenue, 54th Floor
New York, NY, 10022
212 739-6400


OrbiMed Genesis GP LLC
601 Lexington Avenue, 54th Floor
New York, NY, 10022
212 739-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
07/27/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




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SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


ORBIMED ADVISORS LLC
Signature:/s/ Carl L. Gordon
Name/Title:Carl L. Gordon/Member
Date:08/05/2026
OrbiMed Capital GP X LLC
Signature:/s/ Carl L. Gordon
Name/Title:Carl L. Gordon/Member of OrbiMed Advisors LLC
Date:08/05/2026
OrbiMed Capital GP X, LP
Signature:/s/ Carl L. Gordon
Name/Title:Carl L. Gordon/Member of OrbiMed Advisors LLC
Date:08/05/2026
OrbiMed Genesis GP LLC
Signature:/s/ Carl L. Gordon
Name/Title:Carl L. Gordon/Member of OrbiMed Advisors LLC
Date:08/05/2026