Yarrow Bioscience (VYNE): venBio funds disclose 9.99% beneficial ownership stake

Rhea-AI Filing Summary

venBio Global Strategic Fund V, L.P. and its general partner, venBio Global Strategic GP V, LLC, report their beneficial ownership in Yarrow Bioscience, Inc. common stock. As of July 27, 2026, they may have been deemed to beneficially own 294,139 shares, consisting of 152,881 shares held directly and 141,258 shares issuable within 60 days upon exercise of pre-funded warrants, subject to a blocker. As of the more recent reporting date, they may be deemed to beneficially own 279,340 shares, composed of the same 152,881 shares plus 126,459 shares issuable upon warrant exercise, also subject to the blocker.

These positions represent approximately 9.99% of Yarrow’s outstanding common stock at both reference dates, based on issuer-reported outstanding share counts adjusted for the exercisable warrants. The reporting persons share voting and dispositive power over 279,340 shares and have no sole voting or dispositive power.

Key Figures

Beneficially owned shares (latest): 279,340 shares Beneficial ownership percentage: 9.99% Shares held directly: 152,881 shares +5 more

8 metrics

Beneficially owned shares (latest) 279,340 shares Shares of Yarrow Bioscience common stock deemed beneficially owned as of the date hereof

Beneficial ownership percentage 9.99% Approximate percentage of Yarrow Bioscience common stock at both July 27, 2026 and the later date

Shares held directly 152,881 shares Common shares of Yarrow Bioscience directly held by Fund V

Shares from warrants (July 27, 2026) 141,258 shares Shares issuable within 60 days upon exercise of Pre-Funded Warrants, subject to the Blocker

Shares from warrants (latest) 126,459 shares Shares issuable within 60 days upon exercise of Pre-Funded Warrants, subject to the Blocker

Pre-Funded Warrants held 1,971,764 warrants Total number of Pre-Funded Warrants directly held by Fund V

Shares outstanding July 27, 2026 2,803,078 shares Yarrow Bioscience common stock outstanding as of July 27, 2026, used in ownership calculation

Shares outstanding August 10, 2026 2,669,746 shares Yarrow Bioscience common stock outstanding as of August 10, 2026, used in ownership calculation

Key Terms

Pre-Funded Warrants, Blocker, beneficial ownership, Rule 13d-3(d)(1)(i), +1 more

5 terms

Pre-Funded Warrants financial

"Fund V directly holds 1,971,764 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.

Blocker financial

"exercise of pre-funded warrants... subject to the Blocker (as defined herein)."

beneficial ownership financial

"may be deemed to beneficially own approximately 9.99% of the shares of Common Stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Rule 13d-3(d)(1)(i) regulatory

"calculating the Reporting Persons' beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i)"

Schedule 13G regulatory

"This is being filed by the following persons (each a "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.

FAQ

What percentage of Yarrow Bioscience (VYNE) does venBio Global Strategic Fund V report owning?

venBio Global Strategic Fund V reports beneficial ownership of approximately 9.99% of Yarrow Bioscience’s common stock. This percentage is based on issuer-reported outstanding shares plus the shares underlying exercisable Pre-Funded Warrants included in the calculation.

How many Yarrow Bioscience (VYNE) shares are beneficially owned by venBio as of the latest date?

As of the latest reporting date, venBio’s entities may be deemed to beneficially own 279,340 shares of Yarrow Bioscience common stock. This includes 152,881 shares held directly and 126,459 shares issuable within 60 days upon exercise of Pre-Funded Warrants.

What are the Pre-Funded Warrants held by venBio in Yarrow Bioscience (VYNE)?

Fund V directly holds 1,971,764 Pre-Funded Warrants of Yarrow Bioscience. For beneficial ownership purposes, only 141,258 or 126,459 shares underlying these warrants are counted, limited by a Blocker that caps post-exercise ownership.

How is venBio’s 9.99% ownership in Yarrow Bioscience (VYNE) calculated?

The 9.99% is calculated using issuer data: 2,803,078 shares outstanding as of July 27, 2026, plus 141,258 warrant shares, and later 2,669,746 shares outstanding plus 126,459 warrant shares, following Rule 13d-3(d)(1)(i) under the Exchange Act.

What voting and dispositive powers does venBio report over Yarrow Bioscience (VYNE) shares?

The reporting persons state they have shared voting power over 279,340 shares and shared dispositive power over 279,340 shares of Yarrow Bioscience common stock, with no sole voting or dispositive power reported.

Who are the individuals associated with venBio’s Yarrow Bioscience (VYNE) Schedule 13G filing?

The filing lists Dr. Aaron Royston, Dr. Corey Goodman, and Dr. Richard Gaster as members of the general partner. They rely on the “rule of three” and disclaim beneficial ownership of the reported shares.

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Available on EDGAR 08/14/2026 - 04:39 PM Accepted by SEC EDGAR 08/14/2026 - 04:34 PM Learn about SEC filing dates

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

venBio Global Strategic Fund V, L.P.

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 279,340.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 279,340.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

279,340.00

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)

PN

SCHEDULE 13G

CUSIP Number(s): 92941V407

1

Names of Reporting Persons

venBio Global Strategic GP V, 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 279,340.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 279,340.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

279,340.00

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, OO

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 Schedule 13G is being filed by the following persons (each a "Reporting Person" and together the "Reporting Persons"): i. venBio Global Strategic Fund V, L.P. ("Fund V"); and ii. venBio Global Strategic GP V, LLC ("General Partner V"). Each of Aaron Royston ("Dr. Royston"), Corey Goodman ("Dr. Goodman"), and Richard Gaster ("Dr. Gaster") is a member of General Partner V but, in reliance on the "rule of three," disclaims beneficial ownership over the shares of Common Stock reported herein as beneficially owned by the Reporting Persons.
(b)	Address or principal business office or, if none, residence: The principal business address of each Reporting Person is 1700 Owens Street, Suite 595, San Francisco, CA 94158.
(c)	Citizenship: i. Fund V is a Delaware partnership; and ii. General Partner V is a Delaware limited liability company.
(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: As of July 27, 2026, each of the Reporting Persons may have been deemed to beneficially own 294,139 shares of Common Stock. This amount consists of (i) 152,881 shares of Common Stock directly held by Fund V and (ii) 141,258 shares of Common Stock that Fund V had the right to acquire within 60 days of July 27, 2026, upon the exercise of pre-funded warrants (the "Pre-Funded Warrants"), subject to the Blocker (as defined herein). As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 279,340 shares of Common Stock. This amount consists of (i) 152,881 shares of Common Stock directly held by Fund V and (ii) 126,459 shares of Common Stock that Fund V has the right to acquire within 60 days upon the exercise of Pre-Funded Warrants, subject to the Blocker. Fund V directly holds 1,971,764 Pre-Funded Warrants. However, pursuant to the terms of the Pre-Funded Warrants, Fund V shall not have the right to exercise any portion of the Pre-Funded Warrants to the extent that any such exercise would result in the Reporting Persons and their affiliates, if acting as a group and required to aggregate their beneficial ownership of Common Stock pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), owning more than 9.99% of the issued and outstanding shares of Common Stock immediately after giving effect to such exercise, subject to a potential increase up to a 19.99% cap provided that any increase will not be effective until the 61st day after written notice of such increase is delivered to the Issuer (the "Blocker").
(b)	Percent of class: As of July 27, 2026, and the date hereof, each of the Reporting Persons may be deemed to beneficially own approximately 9.99% of the shares of Common Stock outstanding. The amount and percent of class beneficially owned as of July 27, 2026, is based on the sum of (i) 2,803,078 shares of Common Stock outstanding as of July 27, 2026, as reported in the Issuer's current report on Form 8-K filed with the Securities and Exchange Commission on July 28, 2026, and (ii) 141,258 shares of Common Stock that Fund V had the right to acquire within 60 days of July 27, 2026, upon the exercise of Pre-Funded Warrants, subject to the Blocker, which shares are added to the total shares of Common Stock outstanding for purposes of calculating the Reporting Persons' beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act. The amount and percent of class beneficially owned as of the date hereof is based on the sum of (i) 2,669,746 shares of Common Stock outstanding as of August 10, 2026, as reported in the Issuer's quarterly report on Form 10-Q filed with the Securities and Exchange Commission on August 13, 2026, and (ii) 126,459 shares of Common Stock that Fund V has the right to acquire within 60 days upon the exercise of Pre-Funded Warrants, subject to the Blocker, which shares are added to the total shares of Common Stock outstanding for purposes of calculating the Reporting Persons' beneficial ownership percentage in accordance with Rule 13d-3(d)(1)(i) under the Exchange Act.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 279,340
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 279,340
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See disclosure in Item 2 hereof.
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.

venBio Global Strategic Fund V, L.P.

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact for Aaron Royston, Corey Goodman, and Richard Gaster, Members of the General Partner
Date:	08/14/2026

venBio Global Strategic GP V, LLC

Signature:	/s/ David Pezeshki
Name/Title:	David Pezeshki, as attorney-in-fact for Aaron Royston, Corey Goodman, and Richard Gaster, Members
Date:	08/14/2026

Comments accompanying signature: This Schedule 13G was executed by David Pezeshki on behalf of the individuals listed above pursuant to a Power of Attorney, copies of which are attached as Exhibit 2 and Exhibit 3 to the Schedule 13G.

Exhibit Information

Exhibit 1: Joint Filing Agreement Exhibit 2: Power of Attorney regarding filings under the Exchange Act Exhibit 3: Power of Attorney regarding filings under the Exchange Act