{"filing":{"accession_number":"0001104659-26-087601","cik":"0001566044","ticker":"VYNE","company_name":"Yarrow Bioscience, Inc.","form":"8-K","filing_date":"2026-07-28","report_date":"2026-07-24","primary_document":"tm2620687d3_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1566044/000110465926087601/tm2620687d3_8k.htm"},"events":[{"id":21220,"run_id":19129,"accession_number":"0001104659-26-087601","anchor_item_number":"2.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"Yarrow Bioscience completed its merger with VYNE Therapeutics on July 27–28, 2026, with the combined company operating as Yarrow Bioscience and trading on Nasdaq under ticker 'YARW.' The transaction included a 0.7171 share conversion ratio, a 1-for-50 reverse stock split of VYNE common stock, an increase in authorized shares from 150M to 300M, and concurrent $200 million private placement financing.","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28","form":"8-K","submitted_at":null,"items":[{"id":20802,"accession_number":"0001104659-26-087601","item_number":"1.01","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"The Item 1.01 disclosure concerns entry into indemnification agreements with directors and executive officers on July 27, 2026, which replaced prior agreements. While indemnification agreements are governance-related and constitute material definitive agreements under Item 1.01, they are routine administrative arrangements that do not affect a reasonable investor's assessment of the registrant's financial condition, operations, or strategic position. The supplemental exhibits reveal the material event is actually the merger completion and financing (disclosed separately), not the indemnification agreements themselves.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20803,"accession_number":"0001104659-26-087601","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 2.01 discloses the completion of a merger between Yarrow Bioscience and VYNE Therapeutics on July 28, 2026 (the \"Closing Date\"). The filing details the conversion of all outstanding VYNE and Yarrow securities into shares of the combined company at a specified exchange ratio, the consummation of a $200 million pre-closing financing, and a 1-for-50 reverse stock split of VYNE common stock. This is a material acquisition/change of control event that directly affects the registrant's capital structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20804,"accession_number":"0001104659-26-087601","item_number":"2.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, with the combined company operating as Yarrow Bioscience and trading on Nasdaq under ticker \"YARW.\" The press release (EX-99.1) explicitly states \"Yarrow Bioscience, Inc. announces Closing of Merger with VYNE Therapeutics\" and describes the merger consideration (0.7171 share conversion ratio) and related financing of approximately $200 million. This is a material acquisition/change of control event requiring Item 2.02 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20805,"accession_number":"0001104659-26-087601","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities (PIPE Securities) in reliance on Section 4(a)(2) of the Securities Act. The press release confirms approximately $200 million in private placements completed pre-closing, with investors representing themselves as accredited investors acquiring securities for investment only. This is a classic dilutive private placement financing typical of clinical-stage biotech companies raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20806,"accession_number":"0001104659-26-087601","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modifications to security holder rights resulting from the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, including a 1-for-50 reverse stock split, increase in authorized shares from 150M to 300M, and a name change. The Item 2.01 reference and the press release (EX-99.1) confirm the merger closed on July 27, 2026, with the combined company trading under ticker \"YARW\" on Nasdaq. This is a material acquisition/change of control event affecting all security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20807,"accession_number":"0001104659-26-087601","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, with the combined company operating as Yarrow Bioscience and trading on Nasdaq under ticker \"YARW.\" The press release (EX-99.1) explicitly states \"Yarrow Bioscience, Inc. announces Closing of Merger with VYNE Therapeutics\" and describes the merger consideration (0.7171 share conversion ratio), reverse stock split, and concurrent $200 million private financing. This is a material change of control transaction affecting the registrant's capital structure and public trading status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20808,"accession_number":"0001104659-26-087601","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 section discloses multiple executive departures and appointments, but the dominant event is the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, effective July 27, 2026. The filing states \"at the Effective Time, all of the Company's directors resigned from the Board\" and three named executive officers (CEO, Chief Scientific Officer, Chief Legal Officer) \"resigned as executive officers at the Closing and their employment was terminated.\" Simultaneously, five new officers and six new directors were appointed. While the Item nominally covers departures and appointments, the underlying transaction is a material acquisition/merger that triggered these personnel changes. The press release (EX-99.1) confirms \"completion of its merger with VYNE Therapeutics Inc.\" and the combined company's listing on Nasdaq under ticker \"YARW.\" The merger is the material event; the executive changes are consequences of it.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""},{"id":20811,"accession_number":"0001104659-26-087601","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing announces the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, with the combined company operating as Yarrow Bioscience and trading on Nasdaq under ticker \"YARW.\" The press release explicitly states \"the completion of its merger with VYNE Therapeutics Inc.\" and describes the transaction structure, including the stock conversion ratio and reverse stock split. This is a material acquisition/change of control event requiring disclosure under Item 1.01 or 2.01, though disclosed here under Item 7.01 (Regulation FD Disclosure) as a press release.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":21221,"run_id":19129,"accession_number":"0001104659-26-087601","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"Yarrow Bioscience adopted Amended and Restated Bylaws on July 27, 2026, updating procedural governance matters including stockholder meeting conduct, voting standards, quorum requirements, director nomination procedures, indemnification standards, and forum selection.","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28","form":"8-K","submitted_at":null,"items":[{"id":20809,"accession_number":"0001104659-26-087601","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.03 discloses adoption of Amended and Restated Bylaws on July 27, 2026, in connection with the merger closing. The bylaws update procedural governance matters including stockholder meeting conduct, voting standards, quorum requirements, director nomination procedures, indemnification standards, and forum selection—all routine administrative governance changes. While the merger itself (disclosed in Item 3.03 and the press release) is material, the bylaw amendments themselves are standard post-merger governance housekeeping and do not rise to materiality for a reasonable investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":21222,"run_id":19129,"accession_number":"0001104659-26-087601","anchor_item_number":"5.05","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"Yarrow Bioscience adopted a new Code of Business Conduct and Ethics effective July 27, 2026, superseding the existing code with standard governance policies on conflicts of interest, compliance, and whistleblower procedures, with no material waivers of prior provisions.","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28","form":"8-K","submitted_at":null,"items":[{"id":20810,"accession_number":"0001104659-26-087601","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.05 discloses adoption of a new Code of Business Conduct and Ethics effective July 27, 2026, superseding the existing code. The disclosure describes standard governance policies (conflicts of interest, compliance, whistleblower procedures, etc.) but explicitly states \"The adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of the Existing Code of Conduct.\" This is a routine governance amendment without material waivers or substantive changes that would affect investor assessment of the company's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":20802,"accession_number":"0001104659-26-087601","item_number":"1.01","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"The Item 1.01 disclosure concerns entry into indemnification agreements with directors and executive officers on July 27, 2026, which replaced prior agreements. While indemnification agreements are governance-related and constitute material definitive agreements under Item 1.01, they are routine administrative arrangements that do not affect a reasonable investor's assessment of the registrant's financial condition, operations, or strategic position. The supplemental exhibits reveal the material event is actually the merger completion and financing (disclosed separately), not the indemnification agreements themselves.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20803,"accession_number":"0001104659-26-087601","item_number":"2.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 2.01 discloses the completion of a merger between Yarrow Bioscience and VYNE Therapeutics on July 28, 2026 (the \"Closing Date\"). The filing details the conversion of all outstanding VYNE and Yarrow securities into shares of the combined company at a specified exchange ratio, the consummation of a $200 million pre-closing financing, and a 1-for-50 reverse stock split of VYNE common stock. This is a material acquisition/change of control event that directly affects the registrant's capital structure and ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20804,"accession_number":"0001104659-26-087601","item_number":"2.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing discloses the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, with the combined company operating as Yarrow Bioscience and trading on Nasdaq under ticker \"YARW.\" The press release (EX-99.1) explicitly states \"Yarrow Bioscience, Inc. announces Closing of Merger with VYNE Therapeutics\" and describes the merger consideration (0.7171 share conversion ratio) and related financing of approximately $200 million. This is a material acquisition/change of control event requiring Item 2.02 disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20805,"accession_number":"0001104659-26-087601","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities (PIPE Securities) in reliance on Section 4(a)(2) of the Securities Act. The press release confirms approximately $200 million in private placements completed pre-closing, with investors representing themselves as accredited investors acquiring securities for investment only. This is a classic dilutive private placement financing typical of clinical-stage biotech companies raising capital.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20806,"accession_number":"0001104659-26-087601","item_number":"3.03","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.03 discloses material modifications to security holder rights resulting from the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, including a 1-for-50 reverse stock split, increase in authorized shares from 150M to 300M, and a name change. The Item 2.01 reference and the press release (EX-99.1) confirm the merger closed on July 27, 2026, with the combined company trading under ticker \"YARW\" on Nasdaq. This is a material acquisition/change of control event affecting all security holders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20807,"accession_number":"0001104659-26-087601","item_number":"5.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"Item 5.01 discloses the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, with the combined company operating as Yarrow Bioscience and trading on Nasdaq under ticker \"YARW.\" The press release (EX-99.1) explicitly states \"Yarrow Bioscience, Inc. announces Closing of Merger with VYNE Therapeutics\" and describes the merger consideration (0.7171 share conversion ratio), reverse stock split, and concurrent $200 million private financing. This is a material change of control transaction affecting the registrant's capital structure and public trading status.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20808,"accession_number":"0001104659-26-087601","item_number":"5.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The Item 5.02 section discloses multiple executive departures and appointments, but the dominant event is the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, effective July 27, 2026. The filing states \"at the Effective Time, all of the Company's directors resigned from the Board\" and three named executive officers (CEO, Chief Scientific Officer, Chief Legal Officer) \"resigned as executive officers at the Closing and their employment was terminated.\" Simultaneously, five new officers and six new directors were appointed. While the Item nominally covers departures and appointments, the underlying transaction is a material acquisition/merger that triggered these personnel changes. The press release (EX-99.1) confirms \"completion of its merger with VYNE Therapeutics Inc.\" and the combined company's listing on Nasdaq under ticker \"YARW.\" The merger is the material event; the executive changes are consequences of it.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20809,"accession_number":"0001104659-26-087601","item_number":"5.03","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.03 discloses adoption of Amended and Restated Bylaws on July 27, 2026, in connection with the merger closing. The bylaws update procedural governance matters including stockholder meeting conduct, voting standards, quorum requirements, director nomination procedures, indemnification standards, and forum selection—all routine administrative governance changes. While the merger itself (disclosed in Item 3.03 and the press release) is material, the bylaw amendments themselves are standard post-merger governance housekeeping and do not rise to materiality for a reasonable investor.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20810,"accession_number":"0001104659-26-087601","item_number":"5.05","item_title":null,"event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.05 discloses adoption of a new Code of Business Conduct and Ethics effective July 27, 2026, superseding the existing code. The disclosure describes standard governance policies (conflicts of interest, compliance, whistleblower procedures, etc.) but explicitly states \"The adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of the Existing Code of Conduct.\" This is a routine governance amendment without material waivers or substantive changes that would affect investor assessment of the company's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"},{"id":20811,"accession_number":"0001104659-26-087601","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"The filing announces the completion of a merger between Yarrow Bioscience and VYNE Therapeutics, with the combined company operating as Yarrow Bioscience and trading on Nasdaq under ticker \"YARW.\" The press release explicitly states \"the completion of its merger with VYNE Therapeutics Inc.\" and describes the transaction structure, including the stock conversion ratio and reverse stock split. This is a material acquisition/change of control event requiring disclosure under Item 1.01 or 2.01, though disclosed here under Item 7.01 (Regulation FD Disclosure) as a press release.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-29T00:05:24.947753+00:00","company_name":"Yarrow Bioscience, Inc.","ticker":"VYNE","filing_date":"2026-07-28"}]}