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BCS

Current Report · Items 7.01, 8.01, 9.01 · 8-K

Yarrow Bioscience, Inc.

Regulation FD Disclosure · Other Events

Item 7.01 Regulation FD Disclosure. On July 21, 2026, VYNE issued a press release titled “VYNE Therapeutics Announces 1-for-50 Reverse Stock Split and Provides Update Regarding Special Dividend in Connection with the Proposed Merger with Yarrow Bioscience.” A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.…

Filed Jul 21, 2026Accepted Jul 21, 2026, 8:14 AM EDTCIK 1566044Accession 0001104659-26-085235
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Company context

Yarrow Bioscience, Inc. is a clinical-stage biotechnology company focused on developing transformative therapies for autoimmune thyroid diseases. The Company is developing YB-101, a potentially first-in-class anti-thyroid stimulating hormone receptor (“TSHR”) monoclonal antibody designed to directly and rapidly disrupt the central mechanism of both GD and TED. For more information, visit www.yarrowbioscience.com.

Current securities

Historical securities (1)

Recent company filings

  1. Entry into a Material Definitive AgreementSep 14, 2026
  2. 424B5 filingSep 11, 2026
  3. 424B5 filingSep 11, 2026
  4. Other EventsSep 10, 2026
  5. EFFECT filingAug 19, 2026

Registered securities in this filing

VYNE Therapeutics Inc. · 8-K · Filed 2026-07-21

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $0.0001 par value

Symbol
VYNE
Exchange
NASDAQ
Classification
COMMON
Status
Historical · closed Jul 27, 2026
Filing context

Context: AsOf2026-07-21

Dimensions: Not supplied

Accession 000110465926085235 · 1 registered-security cover member

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Disclosure sections

Items 7.01, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On July 21, 2026, VYNE issued a press release titled “VYNE Therapeutics Announces 1-for-50 Reverse Stock Split and Provides Update Regarding Special Dividend in Connection with the Proposed Merger with Yarrow Bioscience.” A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information under Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events. At the special meeting in lieu of the annual meeting of VYNE stockholders on July 16, 2026 (the “Special Meeting”), VYNE’s stockholders approved a proposal to amend the amended and restated certificate of incorporation of VYNE (the “VYNE Charter”) to effect a reverse stock split of issued and outstanding common stock of VYNE, par value $0.0001 per share (the “VYNE Common Stock”), at a ratio determined by the VYNE board of directors and agreed to by Yarrow, of one new share of VYNE Common Stock for every 10 to 70 shares (or any number in between) of outstanding VYNE Common Stock, in the form attached as Annex C to the Company’s definitive proxy statement/prospectus filed on Form S-4 with the Securities and Exchange Commission (the “SEC”), most recently amended on June 3, 2026 and declared effective on June 15, 2026 (as amended, the “Proxy Statement”) and first mailed to the Company’s stockholders on June 15, 2026. Following this approval, the VYNE board of directors approved the reverse stock split (the “Reverse Stock Split”) of issued and outstanding VYNE Common Stock at a final ratio, agreed to by Yarrow, of 1-for-50 shares of VYNE Common Stock (the “Split Ratio”). Prior to the closing of the Merger, VYNE will file a certificate of amendment to the VYNE Charter with the Secretary of State of the State of Delaware to effect the Reverse Stock Split. Upon the effectiveness of such amendment (the “Reverse Stock Split Effective Time”), every 50 shares of VYNE Common Stock outstanding immediately prior to the Reverse Stock Split Effective Time will be combined and reclassified, automatically and without any action on the part of VYNE or its stockholders, into one share of VYNE Common Stock, in accordance with the Split Ratio. The Reverse Stock Split will be realized simultaneously for all shares of VYNE Common Stock and options to purchase shares of VYNE Common Stock outstanding immediately prior to the Reverse Stock Split Effective Time. The Reverse Stock Split will affect all holders of shares of VYNE Common Stock uniformly and each such stockholder will hold the same percentage of VYNE Common Stock outstanding immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock Split, except for immaterial adjustments that may result from the treatment of fractional shares. No fractional shares of VYNE Common Stock will be issued as a result of the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled to a cash payment (without interest) in lieu thereof at a price equal to the fraction of a share to which the stockholder would otherwise be entitled multiplied by the closing trading price of VYNE Common Stock on Nasdaq on the last trading day immediately prior to the date of the Reverse Stock Split Effective Time. As of the record date for the Special Meeting, 150,000,000 shares of VYNE Common Stock were authorized and 33,385,055 shares of VYNE Common Stock were outstanding. The Reverse Stock Split is expected to reduce the number of VYNE’s outstanding shares of VYNE Common Stock from approximately 33.4 million shares to approximately 0.7 million shares. The Reverse Stock Split will not change the par value of VYNE Common Stock or preferred stock and will not reduce the number of authorized shares of VYNE Common Stock or preferred stock. At the Special Meeting, VYNE’s stockholders separately approved Proposal No. 3 to increase the number of shares of VYNE Common Stock that VYNE is authorized to issue from 150,000,000 to 300,000,000 shares in connection with the closing of the Merger. In addition, effective as of the Reverse Stock Split Effective Time and as a result of the Reverse Stock Split, proportionate adjustments will be made to the per share exercise price and the number of shares issuable upon the exercise, vesting or settlement of all outstanding options to purchase shares of VYNE Common Stock, and the number of shares reserved for issuance pursuant to VYNE’s existing equity incentive and employee stock purchase plans will be reduced proportionately based on the Split Ratio. VYNE Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and nonassessable. The Reverse Stock Split will not affect VYNE continuing to be subject to the periodic reporting requirements of the Exchange Act. Following the Reverse Stock Split Effective Time and consummation of the Merger, the combined company’s common stock is expected to commence trading on a split-adjusted, post-Merger basis on Nasdaq under the name “Yarrow Bioscience, Inc.” and ticker symbol “YARW” at the open of trading on July 27, 2026, at which time the common stock will be represented by a new CUSIP Number (92941V407) and ISIN Number (US92941V4077). Following the Reverse Stock Split and the closing of the Merger, the combined company’s total issued and outstanding common stock is expected to be approximately 2.7 million shares, or approximately 33.6 million shares on a fully-diluted basis, or approximately 28.6 million shares excluding shares underlying equity plans and awards.
Filed exhibits (1)
EX-99.1 (by filename) tm2620874d1_ex99-1.htm

EX-99.1 2 tm2620874d1_ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 VYNE Therapeutics Announces 1-for-50 Reverse Stock Split and Provides Update Regarding Special Dividend in Connection with the Proposed Merger with Yarrow Bioscience Aggregate cash dividend of $17.3 million, or approximately $0.40242 per share NEW YORK, N.Y., July 21, 2026-- VYNE Therapeutics Inc. (Nasdaq: VYNE) (“VYNE” or the “Company”) today announced that its Board of Directors has approved a reverse stock split of VYNE’s common stock at a ratio of 1-for-50 in connection with the anticipated closing of the proposed merger (the “Merger”) with Yarrow Bioscience, Inc. (“Yarrow”). The reverse stock split was previously approved by VYNE’s stockholders at VYNE’s special meeting in lieu of the annual meeting of stockholders held on July 16, 2026 (the “Special Meeting”). Following the Merger, the combined company’s common stock is expected to begin trading on a post-reverse stock split basis on The Nasdaq Capital Market (“Nasdaq”) on July 27, 2026, under the new name “Yarrow Bioscience, Inc.”, ticker symbol “YARW”, CUSIP Number 92941V407 and ISIN Number US92941V4077. The reverse stock split is expected to reduce the numb…

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