Yarrow Bioscience, Inc.

Item 8.01 Other Events. On July 29, 2026, Yarrow Bioscience, Inc. (the “Company”) entered into an exchange agreement with a certain existing stockholder (the “Stockholder”), pursuant to which the Stockholder agreed to exchange an aggregate of 133,290 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 133,290 shares of Common Stock at an exercise price of $0.0001 per share (the “Exchange”). Each Pre-Funded Warrant will be immediately exercisable and will expire when exercised in full. The holder (together with its affiliates and other attribution parties) will not have the right to exercise any portion of its Pre-Funded Warrants if such holder, together with its affiliates and other attribution parties, would beneficially own in excess of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Beneficial Ownership Limitation”); provided, however, that the holder may increase or decrease its Beneficial Ownership Limitation up to, and no higher than, 19.99%, by giving 61 days’ notice to the Company. The Pre-Funded Warrants will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration contained in Section 3(a)(9) of the Securities Act. The Exchange closed on July 29, 2026. Following the Exchange, the Company will have 2,669,788 shares of Common Stock outstanding and Pre-Funded Warrants to purchase 25,914,530 shares of Common Stock outstanding.