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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 10, 2026
Yarrow Bioscience, Inc.
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
001-38356 |
|
45-3757789 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification No.) |
| 470
James Street, Suite 007, New Haven, CT |
|
06513 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (203) 433-7577
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Common
Stock, $0.0001 par value |
|
YARW |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On September 10, 2026, Yarrow Bioscience, Inc. (the “Company”)
entered into an underwriting agreement (“Underwriting Agreement”) with Jefferies LLC, TD Securities (USA) LLC and Guggenheim
Securities, LLC, as the representatives of the underwriters named therein (the “Underwriters”), to issue and sell 5,769,231
shares of the Company’s common stock at a public offering price of $26.00 per share (the “Offering”). In addition, the
Company has granted the Underwriters an option (the “Option”) for a period of 30 days to purchase up to an additional 865,384
shares of its common stock at the public offering price, less the underwriting discounts and commissions, which the Underwriters exercised
in full on September 11, 2026.
The net proceeds from the Offering, including proceeds from the exercise
in full of the Option by the Underwriters, are expected to be approximately $161.8 million, after deducting the Underwriters’ discounts
and commissions and estimated offering expenses payable by the Company.
The securities described above were offered pursuant to the Company’s
shelf registration statement on Form S-3 (File No. 333-277609), as amended by Post-Effective Amendment No. 1 thereto, which was declared
effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 19, 2026. A final prospectus supplement dated
September 10, 2026 relating to and describing the terms of the Offering was filed with the SEC on September 11, 2026. The Offering is
expected to close on September 14, 2026.
The Underwriting Agreement contains customary representations, warranties
and agreements by the Company, customary conditions to closing and other obligations of the parties. In addition, the Company’s
directors and executive officers have entered into lock-up agreements pursuant to which they have agreed, subject to certain exceptions,
not to sell or otherwise dispose of shares of the Company’s common stock for a period of 60 days after the date of the final prospectus
supplement without the prior written consent of Jefferies LLC and TD Securities (USA) LLC. In the Underwriting Agreement, the Company
agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended,
or to contribute to payments that the Underwriters may be required to make because of such liabilities.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 and is
incorporated herein by reference. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified
in its entirety by reference to such exhibit.
A copy of the opinion of Gibson, Dunn & Crutcher
LLP relating to the validity of the issuance and sale of the shares of the common stock in the Offering is filed herewith as Exhibit
5.1.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT INDEX
Exhibit
No. |
|
Description |
| |
|
| 1.1 |
|
Underwriting
Agreement, dated as of September 10, 2026, by and among Yarrow Bioscience, Inc., Jefferies LLC, TD Securities (USA) LLC and Guggenheim
Securities, LLC, as representatives of the several underwriters named therein |
| 5.1 |
|
Opinion
of Gibson, Dunn & Crutcher LLP |
| 23.1 |
|
Consent
of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1) |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
YARROW BIOSCIENCE, INC. |
| |
|
|
| Date: September 14, 2026 |
By: |
/s/ Rebecca Frey |
| |
|
Rebecca Frey |
| |
|
Chief Executive Officer |
