Yarrow Bioscience, Inc. has a significant shareholder group led by RTW Fund Group GP, LLC and its managing member, Roderick Wong, M.D. They report beneficial ownership of 266,307 shares of common stock, representing 9.99% of the class, based on 2,669,788 shares outstanding as of July 29, 2026.
The RTW-related entity holds all of these shares, with RTW Fund Group and Dr. Wong having shared voting and shared dispositive power over 266,307 shares and no sole voting or dispositive power. Their ownership is structured to stay at or below a 9.99% beneficial ownership limitation, because additional shares are issuable upon exercise of pre-funded warrants but are expressly excluded from the reported position to comply with that cap. Dividends or sale proceeds on the reported shares are directed to the RTW entity that directly holds the stock.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:266,307 sharesOwnership percentage:9.99%Shares outstanding:2,669,788 shares+1 more
4 metrics
Shares beneficially owned266,307 sharesCommon stock of Yarrow Bioscience held through an RTW entity
Ownership percentage9.99%Beneficial ownership of the class by each reporting person
Shares outstanding2,669,788 sharesCommon stock outstanding as of July 29, 2026
Beneficial ownership cap9.99%Limitation affecting exercise of pre-funded warrants
"Excludes shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation of 9.99%"
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.
shared voting powerregulatory
"Shared Voting Power 266,307.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 266,307.00"
beneficial ownerregulatory
"the beneficial owner of the Shares reported herein"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Schedule 13Gregulatory
"for the purposes of Section 13 of the Securities Exchange Act of 1934"
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.
What percentage of Yarrow Bioscience (VYNE) does RTW Fund Group report owning?
RTW Fund Group GP, LLC and Roderick Wong report beneficial ownership of 9.99% of Yarrow Bioscience’s common stock, based on 2,669,788 shares outstanding as of July 29, 2026, with 266,307 shares attributed to them.
How many Yarrow Bioscience (VYNE) shares are beneficially owned by the RTW reporting group?
The RTW reporting group discloses beneficial ownership of 266,307 shares of Yarrow Bioscience common stock, with shared voting and dispositive power over all of those shares through an RTW-managed entity.
What is the beneficial ownership limitation mentioned for Yarrow Bioscience (VYNE)?
The reporting group is subject to a 9.99% beneficial ownership limitation. Shares of Yarrow Bioscience common stock issuable upon exercise of pre-funded warrants above this 9.99% cap are excluded from the reported ownership.
Who are the reporting persons for the Yarrow Bioscience (VYNE) Schedule 13G?
The reporting persons are RTW Fund Group GP, LLC, a Delaware limited liability company managing an RTW entity that holds the shares, and Roderick Wong, M.D., its Managing Member, each reporting the same 266,307 shares and 9.99% stake.
How many Yarrow Bioscience (VYNE) shares were outstanding for the ownership calculation?
The reported ownership percentages are calculated using 2,669,788 shares of Yarrow Bioscience common stock outstanding as of July 29, 2026, as referenced in a company Form 8-K report.
Who receives dividends and sale proceeds from the Yarrow Bioscience (VYNE) shares held by RTW?
An RTW-managed entity, referred to as RTW Entity, has the right to receive or direct the receipt of dividends and sale proceeds from the 266,307 Yarrow Bioscience shares reported.
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, par value $0.0001
(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
RTW Fund Group GP, 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
266,307.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
266,307.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
266,307.00
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, HC
Comment for Type of Reporting Person: Excludes shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation of 9.99%.
SCHEDULE 13G
CUSIP Number(s):
92941V407
1
Names of Reporting Persons
Roderick Wong
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
266,307.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
266,307.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
266,307.00
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)
HC, IN
Comment for Type of Reporting Person: Excludes shares of Common Stock issuable upon the exercise of pre-funded warrants held by the Reporting Persons in excess of a beneficial ownership limitation of 9.99%.
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, CT 06513
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) RTW Fund Group GP, LLC ("RTW Fund Group"), a Delaware limited liability company and the manager of a certain entity ("RTW Entity"), with respect to shares of Common Stock, par value $0.0001 per share (the "Shares") of Yarrow Bioscience, Inc. (the "Company") directly held by RTW Entity; and
(ii) Roderick Wong, M.D. ("Dr. Wong"), the Managing Member of RTW Fund Group, with respect to the Shares directly held by RTW Entity.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any of the foregoing persons or any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the Shares reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 40 10th Avenue, Floor 7, New York, New York 10014.
(c)
Citizenship:
RTW Fund Group is a Delaware limited liability company. Dr. Wong is a citizen of the United States.
(d)
Title of class of securities:
Common stock, par value $0.0001
(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 Item 4(a) is set forth in Rows 5 - 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentages set forth in Row 11 of the cover pages are calculated based upon 2,669,788 Shares outstanding as of July 29, 2026, as reported in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2026.
(b)
Percent of class:
RTW Fund Group: 9.99%
Dr. Wong: 9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
RTW Fund Group: 0
Dr. Wong: 0
(ii) Shared power to vote or to direct the vote:
RTW Fund Group: 266,307
Dr. Wong: 266,307
(iii) Sole power to dispose or to direct the disposition of:
RTW Fund Group: 0
Dr. Wong: 0
(iv) Shared power to dispose or to direct the disposition of:
RTW Fund Group: 266,307
Dr. Wong: 266,307
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 2. RTW Entity has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported herein.
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 acquired and are held in the ordinary course of business and 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.
