Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
9.99 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 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: |
| ||||||||
| 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
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| 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 No.:
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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. %
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| (c) | Number of shares as to which the person has:
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| (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. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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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
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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 |