Please wait
SEC Form 3
FORM 3 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
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person*
RTW Fund Group GP, LLC

(Last) (First) (Middle)
40 10TH AVENUE, FLOOR 7

(Street)
NEW YORK NY 10014

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2026
3. Issuer Name and Ticker or Trading Symbol
Yarrow Bioscience, Inc. [ YARW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 399,597(1)(2) I See footnote(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
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)
1. Name and Address of Reporting Person*
RTW Fund Group GP, LLC

(Last) (First) (Middle)
40 10TH AVENUE, FLOOR 7

(Street)
NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
WONG RODERICK

(Last) (First) (Middle)
40 10TH AVENUE, FLOOR 7

(Street)
NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
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.
/s/ Roderick Wong, for RTW Fund Group GP, LLC By: Roderick Wong, M.D., Managing Member 07/30/2026
/s/ Roderick Wong By: Roderick Wong, M.D. 07/30/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.