Sec Form 3 Filing - RTW Fund Group GP, LLC @ Yarrow Bioscience, Inc. - 2026-07-27

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
RTW Fund Group GP, LLC
2. Issuer Name and Ticker or Trading Symbol
Yarrow Bioscience, Inc. [ YARW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
40 10TH AVENUE, FLOOR 7
3. Date of Earliest Transaction (MM/DD/YY)
07/27/2026
(Street)
NEW YORK, NY10014
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 399,597 ( 1 ) ( 2 ) I See footnote ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Pre-Funded Warrants (Right to Buy) $ 0.0001 ( 4 ) ( 4 ) Common Stock 8,816,429 ( 5 ) I See footnote ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RTW Fund Group GP, LLC
40 10TH AVENUE, FLOOR 7
NEW YORK, NY10014
X
WONG RODERICK
40 10TH AVENUE, FLOOR 7
NEW YORK, NY10014
X
Signatures
/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
Explanation of Responses:
( 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.

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