# Yarrow Bioscience, Inc. (VYNE) — merger/scheme_of_arrangement [completed]
Source: SEC API (secapi.ai) · situation sit_af5fcecb535670819fe3 · retrieved 2026-08-11T15:52:20.155Z

## Overview
Yarrow Bioscience, Inc. (formerly VYNE Therapeutics Inc.) is a biopharmaceutical company that develops pharmaceutical products and therapies.

On July 27, 2026, VYNE Therapeutics Inc. (now Yarrow Bioscience, Inc.) completed its acquisition of Pre-Merger Yarrow Bioscience, Inc. pursuant to an Agreement and Plan of Merger and Reorganization dated December 17, 2025 and amended January 30, 2026. Pre-Merger Yarrow was valued at $272.9 million (including proceeds from a $100.0 million Pre-Closing Financing and a $100.0 million Series A preferred financing), while VYNE was valued at $8.5 million. The Exchange Ratio was 0.7171 shares of VYNE common stock for each share of Pre-Merger Yarrow common stock. Following the closing and a 1-for-50 reverse stock split of VYNE common stock, Pre-Merger Yarrow stockholders owned approximately 97% of the combined company and VYNE stockholders owned approximately 3%. VYNE changed its name to Yarrow Bioscience, Inc. in connection with the closing.

## Terms
- Counterparty: Pre-Merger Yarrow Bioscience, Inc. · Deal value: $272.9M · Consideration: stock · Stake: 97% · Price/share: $0.7171

## Key dates
- Announced 2026-01-30 · Record 2026-07-22 · Vote 2026-07-16 · Expected close 2026-07-24 · Completed 2026-07-27

## Timeline
- 2026-01-30 · 425 (0001104659-26-008646): 425 - VYNE Therapeutics Inc. — *VYNE Therapeutics Inc. is a pharmaceutical company developing dermatological treatments; it is merging with Yarrow Bioscience, Inc.* On January 30, 2026, VYNE Therapeutics Inc., Yarrow Merger Sub Corp. (a VYNE subsidiary), and Yarrow Bioscience, Inc. amended their Agreement and Plan of Merger and Reorganization dated December 17, 2025. The amendment permits VYNE to issue pre-funded warrants to Yarrow shareholders whose merger consideration would otherwise cause them to exceed a beneficial ownership limitation (set at 9.99% by default, or 0% to 19.99% at each holder's election). The pre-funded warrants allow holders to purchase VYNE common stock at $0.0001 per share equal to their "Remaining Entitlement" (shares in excess of the beneficial ownership limit). The amendment also clarifies that the Parent Pre-Closing Dividend may be awarded to holders of VYNE common stock outstanding and shares underlying VYNE warrants, each as of the record date.
  https://www.sec.gov/Archives/edgar/data/1566044/0001104659-26-008646.txt
- 2026-07-10 · 8-K (0001104659-26-082433): 8-K - VYNE Therapeutics Inc. — *VYNE Therapeutics Inc. is a clinical-stage biopharmaceutical company focused on developing differentiated therapies to treat inflammatory and immune-mediated conditions using its proprietary BET inhibitors and InhiBET platform.* On July 10, 2026, VYNE Therapeutics Inc.'s board declared a special cash dividend in connection with its previously announced merger with Yarrow Bioscience, Inc. The dividend is estimated at $16.5 million in aggregate, or $0.38 per share, based on 42,989,506 shares of common stock and common stock equivalents outstanding as of July 9, 2026. The dividend will be paid to stockholders and warrant holders of record as of July 22, 2026, with payment to the transfer agent scheduled for July 23, 2026. The merger closing is expected on or about July 24, 2026, subject to stockholder approval at a special meeting scheduled for July 16, 2026.
  https://www.sec.gov/Archives/edgar/data/1566044/0001104659-26-082433.txt
- 2026-07-28 · 8-K (0001104659-26-087601): 8-K - Yarrow Bioscience, Inc. — *Yarrow Bioscience, Inc. (formerly VYNE Therapeutics Inc.) is a biopharmaceutical company that develops pharmaceutical products and therapies.* On July 27, 2026, VYNE Therapeutics Inc. (now Yarrow Bioscience, Inc.) completed its acquisition of Pre-Merger Yarrow Bioscience, Inc. pursuant to an Agreement and Plan of Merger and Reorganization dated December 17, 2025 and amended January 30, 2026. Pre-Merger Yarrow was valued at $272.9 million (including proceeds from a $100.0 million Pre-Closing Financing and a $100.0 million Series A preferred financing), while VYNE was valued at $8.5 million. The Exchange Ratio was 0.7171 shares of VYNE common stock for each share of Pre-Merger Yarrow common stock. Following the closing and a 1-for-50 reverse stock split of VYNE common stock, Pre-Merger Yarrow stockholders owned approximately 97% of the combined company and VYNE stockholders owned approximately 3%. VYNE changed its name to Yarrow Bioscience, Inc. in connection with the closing.
  https://www.sec.gov/Archives/edgar/data/1566044/0001104659-26-087601.txt

## Citations
- 0001104659-26-008646 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008646
- 0001104659-26-082433 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926082433
- 0001104659-26-087601 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926087601