07/30/2026 | Press release | Distributed by Public on 07/30/2026 14:01
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Pre-Funded Warrants (Right to Buy) | (4) | (4) | Common Stock | 8,816,429(5) | $0.0001 | I | See footnote(3) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RTW Fund Group GP, LLC 40 10TH AVENUE, FLOOR 7 NEW YORK, NY 10014 |
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WONG RODERICK 40 10TH AVENUE, FLOOR 7 NEW YORK, NY 10014 |
X | |||
| /s/ Roderick Wong, for RTW Fund Group GP, LLC By: Roderick Wong, M.D., Managing Member | 07/30/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Roderick Wong By: Roderick Wong, M.D. | 07/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Effective as of July 27, 2026 (the "Effective Time"), a wholly owned subsidiary of VYNE Therapeutics Inc. ("VYNE") merged with and into Yarrow Bioscience, Inc. ("Yarrow") with Yarrow continuing as a wholly owned subsidiary of VYNE and the surviving corporation of the merger (the "Merger") under the name "Yarrow Bioscience Operating Company Corp." In connection with the completion of the Merger, VYNE changed its name to "Yarrow Bioscience, Inc." (hereinafter, the "Issuer"). |
| (2) | Represents the number of shares of common stock, par value $0.0001, of the Issuer ("Issuer Common Stock") received by the Reporting Person in the Merger in exchange for the shares of common stock of Yarrow ("Yarrow Common Stock") held by the Reporting Person prior to the Merger. Each share of Yarrow Common Stock held at the Effective Time was exchanged for 0.7171 shares of Issuer Common Stock. |
| (3) | Held by a certain affiliated entity managed by RTW Fund Group GP, LLC ("RTW Fund Group"). Roderick Wong, M.D. serves as the Managing Member of RTW Fund Group. The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein. |
| (4) | The pre-funded warrants to purchase shares of Issuer Common Stock (the "Issuer Pre-Funded Warrants") have no expiration date and are exercisable at any time after the date of issuance. A holder of Issuer Pre-Funded Warrants may not exercise the Issuer Pre-Funded Warrant if the holder, together with its affiliates, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise. |
| (5) | Represents the number of Issuer Pre-Funded Warrants received by the Reporting Person in the Merger in exchange for pre-funded warrants to purchase shares of Yarrow Common Stock (the "Yarrow Pre-Funded Warrants") held by the Reporting Person prior to the Merger. Each Yarrow Pre-Funded Warrant held at the Effective Time was exchanged for 0.7171 Issuer Pre-Funded Warrants. |