Yarrow Bioscience, Inc.

false --12-31 0001566044 0001566044 2026-07-24 2026-07-24 0001566044 dei:FormerAddressMember 2026-07-24 2026-07-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares 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): July 24, 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 VYNE Therapeutics Inc. P.O. Box 125 Stewartsville , NJ 08886 (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. ¨ INTRODUCTORY NOTE Agreement and Plan of Merger and Reorganization On July 27, 2026 (the “Closing Date”), Yarrow Bioscience, Inc., a Delaware corporation (formerly known as VYNE Therapeutics Inc., a Delaware corporation) (prior to the Closing Date, unless context otherwise requires, “VYNE” and, after the Closing Date, the “Company”), consummated the previously announced acquisition (the “Closing”) of Yarrow Bioscience, Inc., a Delaware corporation (“Pre-Merger Yarrow”), in accordance with the terms of the Agreement and Plan of Merger and Reorganization, dated December 17, 2025 (the “Original Merger Agreement”), as amended by Amendment No. 1 thereto on January 30, 2026 (“Amendment No. 1” and, together with the Original Merger Agreement, the “Merger Agreement”), by and among the Company, Yellow Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Pre-Merger Yarrow. Pursuant to the Merger Agreement, Merger Sub merged with and into Pre-Merger Yarrow, with Pre-Merger Yarrow continuing as a wholly owned subsidiary of the Company 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.” The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and/or a transfer within the meaning of Section 351(a) of the Code. Following the Reverse Stock Split (as defined below), which occurred prior to the Closing, at the effective time of the Merger (the “Effective Time”), (i) each then-outstanding share of Pre-Merger Yarrow capital stock (the “Yarrow Capital Stock”) (including shares of Yarrow Capital Stock issued pursuant to the Pre-Closing Financing (as defined below) and Pre-Merger Yarrow’s Series A preferred financing described below and excluding shares of Yarrow Capital Stock held as treasury stock immediately prior to the Effective Time and any dissenting shares) was converted into the right to receive a number of shares of VYNE common stock, par value $0.0001 (the “Company Common Stock”), calculated in accordance with the Merger Agreement (the “Exchange Ratio”), (ii) each option to purchase shares of Pre-Merger Yarrow common stock that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, ceased to represent a right to acquire shares of Pre-Merger Yarrow common stock and was converted into and became an option to purchase shares of Company Common Stock on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement, and (iii) each then-outstanding and unexercised warrant to purchase shares of Pre-Merger Yarrow common stock was converted into and became a warrant to purchase shares of Company Common Stock on the existing terms and conditions (including with respect to vesting and accelerated vesting), subject to adjustment as set forth in the Merger Agreement. Under the terms of the Merger Agreement, prior to the Effective Time, the board of directors of VYNE (the “Board”) accelerated the vesting of all options to purchase VYNE common stock (the “Company Options”) and VYNE restricted stock units (the “Company Restricted Stock Units”). Each then-outstanding Company Option with an exercise price per share equal to or less than the volume weighted average closing trading price of a share of Company Common Stock on The Nasdaq Stock Market LLC (“Nasdaq”) for the five (5) consecutive trading days ending three (3) trading days prior to the Calculation Date (as defined in the Merger Agreement), as reported by Bloomberg L.P. (the “Company Closing Price” and such Company Options, “In-the-Money Company Options”), was cancelled at the Effective Time and such holder thereof received an amount in cash, without interest, less any applicable tax withholding, equal to the product obtained by multiplying the excess of the Company Closing Price over the exercise price per share of the Company Common Stock underlying such Company Option by the number of shares of the Company Common Stock underlying such Company Option. Each Company Option with an exercise price greater than the Company Closing Price was cancelled for no consideration. Immediately prior to the Effective Time, each holder of an accelerated Company Restricted Stock Unit was entitled to receive a number of shares of Company Common Stock equal to the number of vested and unsettled shares underlying such Company Restricted Stock Unit. No fractional shares of Company Common Stock were issued in connection with the Merger, and no certificates or scrip for any such fractional shares were issued. Any fractional shares of Company Common Stock resulting from the conversion of shares of Yarrow Capital Stock (including shares of Pre-Merger Yarrow common stock issued in the Pre-Closing Financing) were treated as follows: (i) one share of Company Common Stock if the aggregate amount of fractional shares of Company Common Stock of any individual holder of Yarrow Capital Stock upon conversion equaled or exceeded 0.50 or (ii) no shares of Company Common Stock if the aggregate amount of fractional shares of Company Common Stock of any individual holder of Yarrow Capital Stock upon conversion was less than 0.50, with no cash paid for any fractional share eliminated by such rounding. The Exchange Ratio was calculated using a formula intended to allocate Pre-Merger Yarrow stockholders and VYNE stockholders a percentage of the Company. Based on VYNE’s valuation of $8.5 million, Pre-Merger Yarrow’s valuation of $272