Perceptive Advisors (VYNE) discloses 9.99% Yarrow stake with pre-funded warrants

Rhea-AI Filing Summary

Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. report passive beneficial ownership of Yarrow Bioscience, Inc. common stock. They collectively report beneficial ownership of 266,756 shares of common stock, representing 9.99% of the outstanding class based on 2,669,788 shares outstanding.

The Master Fund directly holds 266,309 shares of common stock and 967,360 pre-funded warrants with an exercise price of $0.0001 per share, subject to a 9.99% Beneficial Ownership Limitation. As of this filing, that limitation permits exercise of pre-funded warrants for only 447 additional shares. Voting and dispositive power over 266,756 shares is reported as shared among the three reporting persons.

Key Figures

Beneficially owned shares: 266,756 shares Ownership percentage: 9.99% Shares outstanding: 2,669,788 shares +4 more

7 metrics

Beneficially owned shares 266,756 shares Common stock beneficially owned by each reporting person

Ownership percentage 9.99% Percentage of Yarrow Bioscience common stock held by each reporting person

Shares outstanding 2,669,788 shares Common stock outstanding used to calculate ownership percentages

Common shares held by Master Fund 266,309 shares Common stock directly held by Perceptive Life Sciences Master Fund, Ltd.

Pre-funded warrants held 967,360 warrants Pre-funded warrants immediately exercisable for common stock, subject to limitation

Warrant exercise price $0.0001 per share Exercise price of the pre-funded warrants for Yarrow common stock

Currently exercisable under cap 447 shares Maximum additional shares issuable on warrant exercise under Beneficial Ownership Limitation

Key Terms

pre-funded warrants, Beneficial Ownership Limitation, beneficially own, dispositive power, +1 more

5 terms

pre-funded warrants financial

"The Master Fund directly holds 266,309 shares of Common Stock and 967,360 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 financial

"subject to the Beneficial Ownership Limitation (as defined below)"

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.

beneficially own financial

"Reporting Persons would beneficially own, as determined in accordance with Section 13(d)"

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.

dispositive power financial

"Shared Dispositive Power 266,756.00"

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 13G regulatory

"The information required by this item with respect to each Reporting Person"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

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

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Available on EDGAR 08/03/2026 - 04:00 PM Accepted by SEC EDGAR 08/03/2026 - 04:00 PM Learn about SEC filing dates

FAQ

Who are the reporting persons in the Yarrow Bioscience (VYNE) Schedule 13G?

The reporting persons are Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd.. Perceptive Advisors manages the Master Fund, and Joseph Edelman is the managing member of Perceptive Advisors.

How many Yarrow Bioscience (VYNE) shares are beneficially owned by the reporting group?

The reporting group reports beneficial ownership of 266,756 shares of common stock. This figure includes common shares plus only the number of pre-funded warrants currently exercisable under the Beneficial Ownership Limitation.

What percentage of Yarrow Bioscience (VYNE) does Perceptive report owning?

Each reporting person—Perceptive Advisors, Joseph Edelman, and the Master Fund—reports owning 9.99% of the common stock. This percentage is calculated using 2,669,788 shares of common stock outstanding as the reference base.

What securities does the Perceptive Master Fund hold in Yarrow Bioscience (VYNE)?

The Master Fund holds 266,309 shares of common stock and 967,360 pre-funded warrants. The pre-funded warrants are immediately exercisable at $0.0001 per share, but their exercise is restricted by the Beneficial Ownership Limitation.

What is the Beneficial Ownership Limitation described for Yarrow Bioscience (VYNE)?

The Beneficial Ownership Limitation caps ownership at 9.99% of outstanding common stock. The pre-funded warrants cannot be exercised if doing so would push the reporting persons’ beneficial ownership above this 9.99% threshold.

How many Yarrow Bioscience (VYNE) pre-funded warrants can currently be exercised by the reporting group?

As of the report date, the Beneficial Ownership Limitation permits exercise of pre-funded warrants for 447 shares of common stock. The remaining pre-funded warrants are treated as non-exercisable for beneficial ownership reporting purposes.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Yarrow Bioscience, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

92941V407

(CUSIP Number)

07/27/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 92941V407

1

Names of Reporting Persons

Perceptive Advisors LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 266,756.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 266,756.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

266,756.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP Number(s): 92941V407

1

Names of Reporting Persons

Joseph Edelman

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 266,756.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 266,756.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

266,756.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP Number(s): 92941V407

1

Names of Reporting Persons

Perceptive Life Sciences Master Fund, Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 266,756.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 266,756.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

266,756.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

9.99 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Yarrow Bioscience, Inc.
(b)	Address of issuer's principal executive offices: 470 James Street, Suite 007, New Haven, Connecticut, 06513
Item 2.
(a)	Name of person filing: The names of the persons filing this report (collectively, the "Reporting Persons") with respect to the Common Stock, $0.0001 par value (the "Common Stock") of Yarrow Bioscience, Inc. (the "Issuer") are: (i) Perceptive Advisors LLC ("Perceptive Advisors") (ii) Joseph Edelman ("Mr. Edelman") (iii) Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of the Reporting Persons is: 51 Astor Place, 10th Floor, New York, NY 10003
(c)	Citizenship: Perceptive Advisors is a Delaware limited liability company. Mr. Edelman is a United States citizen. The Master Fund is a Cayman Islands corporation.
(d)	Title of class of securities: Common Stock, $0.0001 par value
(e)	CUSIP Number(s): 92941V407
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 2,669,788 shares of Common Stock outstanding, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2026. The Master Fund directly holds 266,309 shares of Common Stock and 967,360 pre-funded warrants (the "Pre-Funded Warrants") immediately exercisable for shares of Common Stock at an exercise price of $0.0001 per share, subject to the Beneficial Ownership Limitation (as defined below). The terms of the Pre-Funded Warrants provide that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding after giving effect to such exercise. As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise Pre-Funded Warrants for an aggregate of not more than 447 shares of Common Stock. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining Pre-Funded Warrants held by the Reporting Persons are not exercisable due to the Beneficial Ownership Limitation. Perceptive Advisors serves as the investment manager to the Master Fund and may be deemed to beneficially own such shares. Mr. Edelman is the managing member of Perceptive Advisors and may be deemed to beneficially own such shares.
(b)	Percent of class: Perceptive Advisors: 9.99% Mr. Edelman: 9.99% Master Fund: 9.99%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0
	(ii) Shared power to vote or to direct the vote: Perceptive Advisors: 266,756 Mr. Edelman: 266,756 Master Fund: 266,756
	(iii) Sole power to dispose or to direct the disposition of: Perceptive Advisors: 0 Mr. Edelman: 0 Master Fund: 0
	(iv) Shared power to dispose or to direct the disposition of: Perceptive Advisors: 266,756 Mr. Edelman: 266,756 Master Fund: 266,756
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Perceptive Advisors LLC

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/03/2026

Joseph Edelman

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman
Date:	08/03/2026

Perceptive Life Sciences Master Fund, Ltd.

Signature:	/s/ Joseph Edelman
Name/Title:	Joseph Edelman, Managing Member
Date:	08/03/2026

Exhibit Information

Exhibit 99.1 - Joint Filing Agreement