Form 8-K/A

8-K/A — Yarrow Bioscience, Inc.

Accession: 0001104659-26-095925

Filed: 2026-08-13

Period: 2026-07-24

CIK: 0001566044

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2622598d1_8ka.htm (Primary)

EX-23.1 — EXHIBIT 23.1 (tm2622598d1_ex23-1.htm)

EX-99.3 — EXHIBIT 99.3 (tm2622598d1_ex99-3.htm)

EX-99.4 — EXHIBIT 99.4 (tm2622598d1_ex99-4.htm)

EX-99.5 — EXHIBIT 99.5 (tm2622598d1_ex99-5.htm)

EX-99.6 — EXHIBIT 99.6 (tm2622598d1_ex99-6.htm)

EX-99.7 — EXHIBIT 99.7 (tm2622598d1_ex99-7.htm)

EX-99.8 — EXHIBIT 99-8 (tm2622598d1_ex99-8.htm)

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8-K/A — FORM 8-K/A

8-K/A (Primary)

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2026-07-24

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 24, 2026

Yarrow Bioscience, Inc.

(Exact Name of Registrant as Specified in its

Charter)

Delaware

001-38356

45-3757789

(State

or Other Jurisdiction

of Incorporation)

(Commission

File

Number)

(IRS

Employer

Identification No.)

470

James Street, Suite 007, New Haven, CT

06513

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (203) 433-7577

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17

CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Common

Stock, $0.0001 par value

YARW

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

INTRODUCTORY NOTE

This Amendment No. 1 on Form 8-K/A (“Amendment

No. 1”) amends the Current Report on Form 8-K of Yarrow Bioscience, Inc., a Delaware corporation formerly known as VYNE Therapeutics

Inc. (the “Company” or “Yarrow”), filed on July 28, 2026 (the “Original Report”), in which the Company

reported, among other events, the closing of the Merger (as defined in the Original Report) with Yarrow Bioscience, Inc., a Delaware corporation

now known as Yarrow Bioscience Operating Company Corp. (“Pre-Merger Yarrow”), on July 27, 2026 (the “Closing Date”).

This Amendment No. 1 includes (i) the financial

statements of Pre-Merger Yarrow as of and for the three and six months ended June 30, 2026, (ii) the financial statements of Pre-Merger

Yarrow as of December 31, 2025 and October 3, 2025, and for the period from October 3, 2025 (inception) to December 31, 2025, which have

been recast to give retroactive effect to the exchange ratio of 0.7171 (the “Exchange Ratio”) applied in the Merger, (iii)

Pre-Merger Yarrow’s Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the

three and six months ended June 30, 2026, and (iv) the unaudited pro forma condensed combined balance sheet of the Company and Pre-Merger

Yarrow as of June 30, 2026 and the unaudited pro forma condensed combined statements of operations of the Company and Pre-Merger Yarrow

for the six months ended June 30, 2026 and the year ended December 31, 2025 and the related notes. In addition, a press release announcing

the Company’s financial results for the quarter ended June 30, 2026 and an updated corporate presentation for the Company are being

furnished with this Amendment No. 1.

This Amendment No. 1 does not amend any other

item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries, including

Pre-Merger Yarrow, subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original

Report is hereby incorporated by reference to this Amendment No. 1.

Item 2.02.

Results of Operations and Financial Condition.

This Amendment No. 1 includes (i) the financial

statements of Pre-Merger Yarrow as of and for the three and six months ended June 30, 2026, (ii) the financial statements of Pre-Merger

Yarrow as of December 31, 2025 and October 3, 2025, and for the period from October 3, 2025 (inception) to December 31, 2025, which have

been recast to give retroactive effect to the Exchange Ratio, (iii) Pre-Merger Yarrow’s Management’s Discussion and Analysis

of Financial Condition and Results of Operations as of and for the three and six months ended June 30, 2026, and (iv) the unaudited pro

forma condensed combined balance sheet of the Company and Pre-Merger Yarrow as of June 30, 2026 and the unaudited pro forma condensed

combined statements of operations of the Company and Pre-Merger Yarrow for the six months ended June 30, 2026 and the year ended December

31, 2025 and the related notes.

Pre-Merger Yarrow’s Management’s Discussion

and Analysis of Financial Condition and Results of Operations as of and for the three and six months ended June 30, 2026 is attached as

Exhibit 99.5 and is incorporated herein by reference.

The information set forth under Item 9.01 of this

Amendment No. 1 is incorporated herein by reference.

On August 13, 2026, the Company issued a press

release announcing the Company’s financial results for the quarter ended June 30, 2026. A copy of the press release is furnished

as Exhibit 99.7 to this Amendment No. 1.

The information set forth in this Item 2.02 with

respect to the press release, and Exhibit 99.7 to this Amendment No. 1, are being furnished to the U.S. Securities and Exchange Commission

(the “SEC”) and shall not be deemed to be “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 they be deemed incorporated

by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended (the “Securities Act”), regardless

of any general incorporation language in such filing.

Item 7.01.

Regulation FD Disclosure.

On August 13, 2026, the Company made available

an updated corporate presentation on the Company’s website.

A copy of the corporate presentation is furnished

as Exhibit 99.8 to this Amendment No. 1 and is incorporated herein by reference. This Item 7.01 and Exhibit 99.8 to this Amendment No.

1 are being furnished to the SEC and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise

subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Exchange Act or

the Securities Act, regardless of any general incorporation language in such filing.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements of Pre-Merger Yarrow

as of December 31, 2025 and October 3, 2025, and for the period from October 3, 2025 (inception) through December 31, 2025, and the related

notes thereto, which have been recast to give retroactive effect to the Exchange Ratio, are attached as Exhibit 99.3 and are incorporated

herein by reference.

The financial statements of Pre-Merger Yarrow

as of June 30, 2026 and for the three and six months ended June 30, 2026, and the related notes thereto, are attached as Exhibit 99.4

and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance

sheet of the Company and Pre-Merger Yarrow as of June 30, 2026 and the unaudited pro forma condensed combined statements of operations

of the Company and Pre-Merger Yarrow for the six months ended June 30, 2026 and the year ended December 31, 2025 and the related notes

are attached as Exhibit 99.6 and are incorporated herein by reference.

(d)

Exhibits.

EXHIBIT INDEX

Exhibit

Number

Description

23.1

Consent of Baker Tilly US, LLP, independent registered public accounting firm of Yarrow Bioscience Operating Company Corp. (f/k/a Yarrow Bioscience, Inc.).

99.3

Financial statements of Yarrow Bioscience Operating Company Corp. (f/k/a Yarrow Bioscience, Inc.) as of December 31, 2025 and October 3, 2025 and for the period from October 3, 2025 (inception) through December 31, 2025.

99.4

Financial statements of Yarrow Bioscience Operating Company Corp. (f/k/a Yarrow Bioscience, Inc.) as of June 30, 2026 and for the three and six months ended June 30, 2026.

99.5

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Yarrow Bioscience Operating Company Corp. (f/k/a Yarrow Bioscience, Inc.) as of and for the three and six months ended June 30, 2026.

99.6

Unaudited pro forma condensed combined balance sheet of Yarrow Bioscience, Inc. and Yarrow Bioscience Operating Company Corp. (f/k/a Yarrow Bioscience, Inc.) as of June 30, 2026, and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025.

99.7

Press release issued by Yarrow Bioscience, Inc. on August 13, 2026 announcing financial results for the quarter ended June 30, 2026.

99.8

Corporate presentation of Yarrow Bioscience, Inc., dated August 2026.

104

Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

YARROW BIOSCIENCE, INC.

Date: August 13,

2026

By:

/s/ Rebecca Frey

Rebecca Frey

Chief Executive Officer

EX-23.1 — EXHIBIT 23.1

EX-23.1

Filename: tm2622598d1_ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent of Independent Registered Public Accounting

Firm

We consent to the incorporation by reference in the Registration Statements

on Form S-3 (No. 333-277609 and No. 333-275507) and Form S-8 (No. 333-277608, No. 333-283940, No. 333-276027, No. 333-263654, No.

333-253883, No. 333-237041, No. 333-229975, and No. 333-222758) of Vyne Therapeutics Inc. of our report dated March 31, 2026, except for

the effects of the exchange ratio discussed in Note 1, as to which the date is August 13, 2026, relating to the financial statements of

Yarrow Bioscience, Inc. appearing in this Current Report on Form 8-K/A dated August 13, 2026.

/s/ Baker Tilly US, LLP

Irvine, California

August 13, 2026

EX-99.3 — EXHIBIT 99.3

EX-99.3

Filename: tm2622598d1_ex99-3.htm · Sequence: 3

Exhibit 99.3

INDEX TO FINANCIAL STATEMENTS

In connection with the closing of the Merger (as

defined below in Note 1), Yarrow Bioscience, Inc. changed its name to Yarrow Bioscience Operating Company Corp. on July 27,

2026. For the purposes of these financial statements, references to Yarrow Bioscience, Inc. refer to the company prior to the Merger.

YARROW BIOSCIENCE, INC.

Audited Financial Statements:

Page

Report of Independent Registered Public Accounting Firm (Baker Tilly US, LLP, Irvine, CA, PCAOB ID 23)

F-49

Balance Sheets

F-50

Statement of Operations

F-51

Statement of Convertible Preferred Stock and Stockholders’ Deficit

F-52

Statement of Cash Flows

F-53

Notes to Financial Statements

F-54

Report of Independent Registered Public Accounting

Firm

To the Shareholders and the Board of Directors of Yarrow Bioscience, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Yarrow Bioscience, Inc. (the Company) as of December 31, 2025 and October 3, 2025, the related statements of operations,

changes in convertible preferred stock and stockholders’ deficit and cash flows for the period from October 3, 2025 (inception)

to December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025

and October 3, 2025, and the results of its operations and its cash flows for the period from October 3, 2025 (inception) to

December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our

audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments. We determined that there are no critical audit matters.

/s/ Baker Tilly US, LLP

Irvine, California

March 31, 2026, except for the effects of the exchange ratio discussed in Note 1, as to which the date is August 13, 2026

We have served as the Company’s auditor since 2026.

F-49

YARROW BIOSCIENCE, INC.

BALANCE SHEETS

(in thousands, except share and per share data)

December 31,

2025

October 3,

2025

Assets

Current assets:

Cash

$ 99,994

$ —

Prepaid and other current assets

—

Subscription receivable

—

Total current assets

100,000

Deferred transaction costs

407

—

Total assets

$ 100,407

$ 4

Liabilities, Convertible Preferred Stock and Stockholders’ Deficit

Current liabilities:

Accounts payable (related party of $610)

$ 1,534

$ —

Accrued expenses

70,013

—

Total current liabilities

71,547

—

Total liabilities

71,547

—

Commitments and contingencies (Note 4)

Series A convertible preferred stock, $0.0001 par value, 14,516,188 shares authorized, issued and outstanding at December 31, 2025; liquidation value of $100,000

99,850

—

Stockholders’ deficit:

Common stock, $0.0001 par value, 29,672,628 shares authorized, 3,047,675 issued and outstanding at December 31, 2025

—

Additional paid-in capital

Accumulated deficit

(70,994 )

—

Total stockholders’ deficit

(70,990 )

Total liabilities, convertible preferred stock and stockholders’ deficit

$ 100,407

$ 4

See accompanying

notes to financial statements.

F-50

YARROW BIOSCIENCE, INC.

STATEMENT OF OPERATIONS

(in thousands, except share and per share data)

October 3, 2025

(Inception) through

December 31, 2025

Operating expenses:

Research and development

$ 604

Acquired in-process research and development

70,000

General and administrative

390

Total operating expenses

70,994

Net loss

$ (70,994 )

Share information:

Net loss per share of common stock, basic and diluted

$ (23.29 )

Weighted-average shares of common stock outstanding, basic and diluted

3,047,675

See accompanying

notes to financial statements.

F-51

YARROW BIOSCIENCE, INC.

STATEMENT OF CONVERTIBLE PREFERRED STOCK AND

STOCKHOLDERS’ DEFICIT

(in thousands, except share and per share data)

Stockholders’ Deficit

Series A convertible

preferred stock

Common stock

Additional

paid-in

Accumulated

Amount

capital

deficit

Total

Balance, October 3, 2025 (Inception)

—

$ —

3,047,675

—

$ 4

$ —

$ 4

Issuance of Series A convertible preferred stock at $6.89 per share, net of issuance costs of $150

14,516,188

99,850

—

Net loss

—

(70,994 )

Balance, December 31, 2025

14,516,188

$ 99,850

3,047,675

—

$ 4

$ (70,994 )

$ (70,990 )

See

accompanying notes to financial statements.

F-52

YARROW BIOSCIENCE, INC.

STATEMENT OF CASH FLOWS

(in thousands)

October 3, 2025

(Inception)

through

December 31,

2025

Cash flows from operating activities:

Net loss

$ (70,994 )

Adjustment to reconcile net loss to net cash used in operating activities:

Changes in operating assets and liabilities:

Prepaid and other current assets

(6 )

Accounts payable

1,127

Accrued expenses

70,013

Net cash provided by operating activities

140

Cash flows from financing activities:

Proceeds from sale of Series A convertible preferred stock, net of issuance costs

99,850

Proceeds from the issuance of common stock

Net cash provided by financing activities

99,854

Net increase in cash and cash equivalents

99,994

Cash and cash equivalents at inception

—

Cash and cash equivalents at end of the year

$ 99,994

See accompanying

notes to financial statements.

F-53

YARROW BIOSCIENCE, INC.

NOTES TO FINANCIAL STATEMENTS

1. Organization and Description of Business

Yarrow Bioscience, Inc. (“Yarrow”

or the “Company”) is a clinical-stage biopharmaceutical company focused on developing novel biotherapeutics to treat autoimmune

diseases affecting the thyroid. Yarrow’s lead product candidate, YB-101 (also known as GenSci098), is a humanized, monoclonal antibody

targeting the thyroid stimulating hormone receptor (“TSHR”), which Yarrow plans to develop for the treatment of Graves’

disease (“GD”) and potentially thyroid eye disease (“TED”). Both GD and TED are serious and poorly treated autoimmune

diseases in which autoantibodies against TSHR attack and overstimulate the receptor, leading to a wide spectrum of thyroidal and extra-thyroidal

clinical sequelae.

YB-101 was designed to selectively bind to TSHR

and block autoantibody-induced receptor activation, thereby directly inhibiting the pathogenic activity of thyroid-stimulating autoantibodies

that drive disease progression in GD and TED as well as the biological pathway responsible for hyperthyroidism and orbitopathy. Yarrow

believes that this novel and targeted approach represents a potential breakthrough for patients with GD and TED and has the potential

to address an important unmet need for therapies with differentiated risk-benefit profiles.

In December 2025, Yarrow in-licensed from

Changchun Genescience Pharmaceutical Company, Ltd. (“GenSci”) the exclusive rights to develop YB-101 for the treatment

of GD and TED outside of China. Yarrow’s development strategy is to advance YB-101 in GD and explore a clinical development plan

for TED with the goal of becoming the first company to commercialize an anti-TSHR antibody in the United States and other territories

outside of China. YB-101 is currently being evaluated by GenSci in an ongoing Phase 1 single ascending dose (“SAD”) and multiple

ascending dose (“MAD”) trial in patients with TED in China. Yarrow submitted the GenSci SAD clinical data to the U.S. Food

and Drug Administration (“FDA”) as part of a new IND to support the initiation of a GD trial by Yarrow in the United States,

which was cleared by the FDA in March 2026. In addition, third-party clinical data from two SAD trials of another anti-TSHR antibody,

K1-70, further support the therapeutic potential of targeting TSHR in patients with GD and TED. Yarrow expects to initiate a combined

Phase 2a/Phase 2b trial of YB-101 in patients with GD in the first half of 2026.

In December 2025 the Company entered into

an Agreement and Plan of Merger and Reorganization with VYNE Therapeutics Inc., a Delaware corporation (“VYNE”), which was

amended on January 30, 2026 (as amended, the “Merger Agreement”), pursuant to which, among other matters, Yellow Merger

Sub Corp., a direct, wholly owned subsidiary of VYNE, will merge with and into the Company, with the Company surviving as a wholly owned

subsidiary of VYNE and the surviving corporation of the merger (the “Merger”).

At the effective time of the Merger (the “Effective

Time”), (i) each then-outstanding share of the Company’s common stock and the Company’s Convertible Preferred Stock

(together the “Company’s Capital Stock”) (including any shares of the Company’s common stock issued in the Company’s

Pre-Closing Financing described below), excluding any shares of the Company’s Capital Stock held as treasury stock immediately prior

to the Effective Time and any dissenting shares, will be converted into the right to receive a number of shares of VYNE common stock,

par value $0.0001 per share (the “VYNE Common Stock”) and/or VYNE Pre-Funded Warrants (as defined below) equal to the exchange

ratio 35.8667, (ii) each then outstanding option to purchase shares of the Company’s common stock will be converted into and

become an option to purchase shares of VYNE Common Stock on the existing terms and conditions (including with respect to vesting and accelerated

vesting), subject to adjustment as set forth in the Merger Agreement, and (iii) each then-outstanding and unexercised pre-funded

warrant to purchase shares of the Company’s common stock (each, a “Company Pre-Funded Warrant”) will be converted into

a pre-funded warrant to purchase shares of VYNE Common Stock on the existing terms and conditions (each, a “VYNE Pre-Funded Warrant”),

subject to adjustment as set forth in the Merger Agreement and the form of pre-funded warrant. If any shares of the Company’s common

stock are unvested or subject to a repurchase option or risk of forfeiture at the Effective Time, then the shares of VYNE Common Stock

issued in exchange for such shares will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture.

Each share of VYNE Common Stock that is issued

and outstanding at the Effective Time will remain issued and outstanding and such shares, subject to a proposed reverse stock split, will

be unaffected by the Merger. Prior to the Effective Time, the VYNE board of directors will accelerate the vesting of all options to purchase

shares of VYNE Common Stock (“VYNE Options”) and all restricted stock units (“VYNE RSUs”). Each outstanding

VYNE Option with an exercise price per share equal to or less than the volume weighted average closing trading price of a share of VYNE

Common Stock on The Nasdaq Stock Market LLC for the five consecutive trading days ending three trading days prior to the calculation date

set forth in the Merger Agreement, as reported by Bloomberg L.P. (the “VYNE Closing Price”), will be cancelled at the Effective

Time and such holder thereof will receive an amount in cash, without interest, less any applicable tax withholding, equal to the product

obtained by multiplying the excess of the VYNE Closing Price over the exercise price per share of the VYNE Common Stock underlying such

VYNE Option by the number of shares of the VYNE Common Stock underlying such VYNE Option. Each VYNE Option with an exercise price greater

than the VYNE Closing Price will be cancelled for no consideration. Immediately prior to the Effective Time, each holder of an accelerated

VYNE RSU will be entitled to receive a number of shares of VYNE Common Stock equal to the number of vested and unsettled shares underlying

such VYNE RSU.

F-54

Based on the Company and VYNE’s capitalization

as of December 17, 2025 and taking into account VYNE’s current cash position, each share of the Company’s Capital Stock

is currently estimated to be entitled to receive approximately 35.8667 shares of VYNE Common Stock. This estimated exchange ratio does

not give effect to the proposed VYNE reverse stock split and is subject to adjustment based on VYNE’s estimated net cash calculated

in accordance with the Merger Agreement at the closing of the Merger.

Completed Merger and Exchange Ratio

On July 27, 2026 (the “Closing Date”),

VYNE issued an aggregate of 2,130,731 shares of its common stock to the Company’s stockholders (after giving effect to the 1-for-50

reverse stock split of VYNE common stock in connection with the Merger), based on the exchange ratio of 0.7171 shares of VYNE common stock

for each share of the Company’s common stock, including those shares of the Company’s common stock issued upon the conversion

of the Company’s preferred stock and those shares of the Company’s common stock issued in the Company Pre-Closing Financing.

In addition, the Company’s outstanding and unexercised pre-funded warrants to purchase shares of the Company’s common stock

and certain shares of the Company’s common stock (including shares issued upon the conversion of the Company’s preferred stock

and shares issued in the Company Pre-Closing Financing) were converted into 25,590,346 pre-funded warrants to purchase shares of VYNE

common stock on the existing terms and conditions and outstanding options to purchase shares of the Company’s common stock were

converted into 2,002,282 options to purchase shares of VYNE common stock on the existing terms and conditions (including with respect

to vesting and accelerated vesting).

The Merger has been accounted for as a reverse

recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Under this method of accounting, the Company is deemed to be the accounting acquirer for financial reporting purposes. This determination

is primarily based on the fact that, immediately following the Merger: (i) the Company’s stockholders owned a substantial majority

of the voting rights in the Combined Company; (ii) the Company’s largest stockholder retained the largest interest in the Combined

Company; (iii) the Company designated the initial members of the board of directors of the Combined Company; and (iv) the Company’s

executive management team and certain of VYNE’s current management team became the management team of the Combined Company. Historical

share and per share amounts of the Company have been retroactively restated to reflect the exchange ratio of 0.7171.

Liquidity and Capital Resources

The Company has incurred losses since inception

and has an accumulated deficit of $71.0 million as of December 31, 2025. The Company anticipates incurring additional losses

until such time, if ever, that it can generate significant sales from its product candidates currently in development. Management believes

that cash of $100.0 million as of December 31, 2025 ($30.0 million after the payment of the upfront license fee of $70.0 million

(see Note 4)) is sufficient to sustain planned operations through at least twelve months from the issuance date of these financial

statements.

In connection with the execution and delivery

of the Merger Agreement, certain investors entered into a securities purchase agreement, pursuant to which such persons have agreed to

purchase shares of the Company’s common stock or Company pre-funded warrants for an aggregate purchase price of approximately $100 million

(the “Company Pre-Closing Financing”). However, the completion of the closing of the Company Pre-Closing Financing is subject

to the satisfaction of customary closing conditions, and there are no assurances that such conditions will be achieved nor that such financing

or other strategic transactions will be available on acceptable terms, or at all.

F-55

The Company is subject to those risks associated

with any specialty biotechnology company that has substantial expenditures for research and development. There can be no assurance that

the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval,

or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change

and is largely dependent on the services of its employees and consultants.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been

prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Any references in these notes to applicable

guidance are meant to refer to GAAP as found in Accounting Standards Codifications and Accounting Standards Updates (“ASU”)

of the Financial Accounting Standards Board (“FASB”).

Use of Estimates

The preparation of financial statements in conformity

with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

period. Significant estimates and assumptions made in the accompanying financial statements include the fair value of the Company’s

common stock and valuation allowance relating to the Company’s deferred tax assets. Due to the uncertainty of factors surrounding

the estimates or judgments used in the preparation of the financial statements, actual results may vary from these estimates. Estimates

and assumptions are periodically reviewed, and the effects of revisions are reflected in the financial statements in the period they are

determined to be necessary.

Segment Information

The Company operates and manages its business

as a single segment for the purposes of assessing performance and making operating decisions. The Company’s chief executive officer,

who is the chief operating decision maker (“CODM”), reviews the Company’s financial information for purposes of evaluating

financial performance and allocating resources.

Fair Value of Financial Instruments

Management believes that the carrying amounts

of financial instruments, which include accounts payable and accrued expenses, approximate fair value due to the short-term nature of

those instruments.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to significant concentrations of credit risk consist primarily of cash, which is held in checking account deposits in federally

insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and

believes it is not exposed to significant risk on its cash.

Deferred Transaction Costs

Specific incremental legal, accounting and other

fees and costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross

proceeds of such an offering. In the event the Company’s planned Merger does not occur or is significantly delayed, all of the costs

will be expensed. As of December 31, 2025, there were $0.4 million of transaction costs, primarily consisting of legal fees,

that were capitalized in assets on the balance sheet.

F-56

Classification of Convertible Preferred Stock

The Company has classified the Series A Convertible

Preferred Stock (the “Convertible Preferred Stock”) outside of stockholders’ deficit on the Company’s balance

sheet because the holders of such stock have certain liquidation rights in the event of a Deemed Liquidation Event that, in certain situations,

is not solely within the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock.

The Convertible Preferred Stock is not redeemable,

except in the event of deemed liquidation (see Note 5). Because the occurrence of a Deemed Liquidation Event is not currently probable,

the carrying values of the Convertible Preferred Stock are not being accreted to their redemption values. Subsequent adjustments to the

carrying values of the Convertible Preferred Stock would be made only when a Deemed Liquidation Event becomes probable.

Research and Development Costs

Research and development costs are expensed as

incurred and principally consist of personnel costs as well as amounts paid to third parties for the provision of services for product

candidate discovery and development and related supply costs. Upfront and milestone payments made to third parties in connection with

agreements with third parties to license their technologies are generally expensed as incurred as acquired in-process research and development,

up to the point of regulatory approval.

Stock-Based Compensation Expense

The Company measures stock-based awards, including

stock options, at their grant-date fair value and records compensation expense over the requisite service period, which is the vesting

period of the awards. The Company accounts for forfeitures as they occur.

Estimating the fair value of stock options requires

the use of subjective assumptions, including the fair value of the Company’s common stock, the expected term of the option and expected

stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards. The assumptions used

in calculating the fair value of stock options represent management’s best estimates and involve inherent uncertainties and the

application of management’s judgment. As a result, if factors change and management uses different assumptions, stock-based compensation

expense could be materially different for future awards.

The fair value of the Company’s common stock

is estimated by the Company’s board of directors, with input from management considering the most recently available third-party

valuation of the Company’s common stock. The expected term of stock options for employees is estimated using the “simplified

method,” as the Company has limited historical information to develop reasonable expectations about future exercise patterns and

post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting date

and the contractual term of the option. The contractual term is used as the expected term for stock options granted to non-employees.

For stock price volatility, the Company uses comparable public companies as a basis for the expected volatility to calculate the fair

value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option.

The expected dividend yield is zero given the Company does not expect to pay dividends for the foreseeable future.

On December 17, 2025, the Company adopted

the 2025 Equity Incentive Plan (the “Plan”). Awards may be made under the Plan covering up to 1,951,541 shares of common stock

of the Company.

Net Loss per Share

Basic net loss per share of common stock is computed

by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share

of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as convertible preferred stock,

which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number

of shares of common stock is the same as for basic net loss per share since when a net loss exists, potentially dilutive securities are

not included in the calculation as their impact is anti-dilutive. The Company’s Convertible Preferred Stock entitles the holder

to participate in dividends and earnings of the Company, and, if the Company were to recognize net income, it would have to use the two-class

method to calculate earnings per share. The two-class method is not applicable during periods with a net loss, as the holders of the Convertible

Preferred Stock have no obligation to fund losses.

F-57

As of December 31, 2025, 14,516,188 of Convertible

Preferred Stock, on an as converted basis, have been excluded from the computation of diluted weighted-average shares of common stock

outstanding, as they would be anti-dilutive.

Income Taxes

Income taxes are accounted for under the asset

and liability method. The Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting

basis and the tax basis of the Company’s assets and liabilities and the expected benefits of net operating loss carryforwards. The

impact of changes in tax rates and laws on deferred taxes, if any, applied during the period in which temporary differences are expected

to be settled, is reflected in the Company’s financial statements in the period of enactment. The measurement of deferred tax assets

is reduced, if necessary, based on weight of the evidence, it is more likely than not that some, or all, of the deferred tax assets will

not be realized. As of December 31, 2025, the Company has concluded that a full valuation allowance was necessary for all of its

deferred tax assets. The Company’s policy is to include interest and penalties related to unrecognized income tax benefits as a

component of income tax expense. The Company has no accruals for interest or penalties in the balance sheets as of December 31, 2025,

and has not recognized interest or penalties in the statements of operations for the year ended December 31, 2025.

Accounting Pronouncements Recently Adopted

In December 2023, the FASB issued ASU No. 2023-09,

“Income Taxes (Topic 740) — Improvements to Income Tax Disclosures”, which is intended to enhance

the transparency and decision usefulness of income tax disclosures. Public business entities are required to adopt this standard for annual

fiscal periods beginning after December 31, 2024 and early adoption is permitted. The Company adopted the standard as of December 31,

2025.

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income

Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional expense breakdowns in the

footnotes for items such as inventory purchases, employee compensation, depreciation, and intangible asset amortization. Public companies

must also provide a qualitative description of remaining expense amounts not separately disclosed, as well as the definition and total

amount of selling expenses. ASU 2024-03 is effective for the Company’s fiscal year beginning after December 15, 2026, and for

interim periods within the Company’s fiscal year beginning after December 15, 2027. The amendments are to be applied either

prospectively to financial statements issued for reporting periods after the effective date of the update, or retrospectively to all prior

periods presented in the financial statements. The Company is currently evaluating the effects the adoption of ASU 2024-03 will have on

its financial statements and related disclosures.

There were no other new accounting pronouncements

that were issued or became effective during the year ended December 31, 2025 that had, or are expected to have, a material impact

on the Company’s financial position, results of operations, cash flows or financial statement disclosures.

3. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

December 31,

2025

Accrued research and development licensing fee

$ 70,000

Professional fees

$ 70,013

F-58

4. Commitments and Contingencies

GenSci Agreement

On December 15, 2025, GenSci and Yarrow entered

into an exclusive license agreement (the “GenSci License Agreement”), pursuant to which Yarrow obtained from GenSci an exclusive,

royalty-bearing license to develop, manufacture, and commercialize YB-101 (also known as GS-098), an antibody targeting the TSHR, outside

Greater China for all fields of use, including the treatment of GD and TED. GenSci retained rights to exploit these assets in Greater

China. Under the GenSci License Agreement, and subject to limited exceptions in which GenSci will perform certain development activities

outside Greater China, Yarrow is responsible for all development and commercialization activities for YB-101 outside Greater China. GenSci

is obligated to provide Yarrow with clinical data relating to YB-101 that exists as of the effective date in connection with the initial

know-how transfer. Additionally, each party is obligated to provide the other party with certain clinical data generated by that party

during the development of YB-101 as part of the ongoing know-how transfer.

More specifically, clinical data generated by

GenSci will be shared with Yarrow for inclusion in global safety reports and regulatory submissions by Yarrow to global health authorities

including the FDA. Yarrow will become the manager of the YB-101 global safety database; as a result, data sharing between Yarrow and GenSci

will continue during the term of the GenSci License Agreement. Yarrow does not currently anticipate outsourcing preclinical or clinical

research to GenSci, but could consider doing so in the future. Manufacturing data generated by GenSci related to the manufacturing and

testing of YB-101 will be shared with Yarrow on an ongoing basis to support global regulatory filings related to manufacturing.

Subject to customary exceptions, during the term

of the GenSci License Agreement, neither Yarrow (with respect to activities outside Greater China) nor GenSci (with respect to activities

in Greater China), nor their respective affiliates, may directly or indirectly clinically develop or commercialize specified categories

of antibodies directed to TSHR.

Upon execution of the GenSci License Agreement,

the Company was required to pay GenSci a non-refundable upfront cash payment of $70 million. The upfront payment was recorded as

acquired in-process research and development in the Company’s statement of operations since further development and regulatory approval

of the licensed product candidates is necessary and there is no alternative use that the Company could benefit from.

GenSci is also eligible to receive up to approximately

$1.295 billion in additional contingent payments based on GenSci’s completion of the manufacturing technology transfer, GenSci’s

achievement of a development milestone, as well as Yarrow’s achievement of development, regulatory approval, and commercial sales-based

milestones. Specifically, GenSci is eligible to receive up to approximately $100 million in contingent payments based on the achievement

of specified clinical development milestones by Yarrow or GenSci, as applicable, and up to $150 million in contingent payments based

on Yarrow’s achievement of specified regulatory approval milestones. In addition, GenSci is eligible to receive tiered royalties

ranging from the low teens to the low-mid teens on annual net product sales outside Greater China during the applicable royalty term.

The royalty term for a licensed product in a given country commences upon the first commercial sale of the licensed product in that country

and continues until the latest of: (a) the expiration of the last royalty-bearing valid claim of the licensed patents covering the

licensed product in that country; (b) the tenth anniversary of the first commercial sale of the licensed product in that country;

and (c) the expiration of all regulatory exclusivity for the licensed product in that country. The expected expiry of the last-to-expire

royalty payment obligation is January 20, 2046.

The GenSci License Agreement will remain in effect

until the expiration of all royalty terms. Either party may terminate the GenSci License Agreement for an uncured material breach or insolvency

of the other party. GenSci may terminate the GenSci License Agreement in the event of a specified patent challenge by Yarrow or its affiliates

or if Yarrow ceases all development activities outside Greater China for a substantial period of time prior to achieving a specified regulatory

approval milestone. Following a specified near-term triggering event, Yarrow may terminate the GenSci License Agreement for convenience

upon providing the required notice.

Purchase Commitments

The Company enters into contracts in the normal

course of business with contract research organizations, contract manufacturing organizations, universities, and other third parties for

preclinical research studies, clinical trials and testing and manufacturing services. These contracts generally do not contain minimum

purchase commitments and are cancellable by the Company upon prior written notice although, purchase orders for clinical materials are

generally non-cancellable. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including

non-cancellable obligations of the Company’s service providers, up to the date of cancellation or upon completion of a manufacturing

run.

F-59

Contingencies

Liabilities for loss contingencies, arising from

claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred

and the amount of the assessment and/or remediation can be reasonably estimated.

5. Convertible Preferred Stock and Common Stock

Convertible Preferred Stock

In December 2025, the Company sold 14,516,188

shares of Convertible Preferred Stock at an original issuance price of $6.89 per share.

The following is a summary of the rights, preferences, and

terms of the Convertible Preferred Stock:

Dividends

The holders of the Convertible Preferred Stock

are entitled to receive dividends payable when, as and if declared by the board of directors of the Company, with the holders of common

stock, paid out of any assets or on the common stock of the Company, on an as-converted to common stock basis. The Company may not declare

or pay dividends on common stock or other junior securities unless the holders of Convertible Preferred Stock receive, on a pro rata,

as-converted basis, dividends at least equal to those payable on the common stock. No dividends on common stock were declared or paid

from inception through December 31, 2025.

Voting

The holders of Convertible Preferred Stock are

entitled to vote on any matter presented to the stockholders of the Company. Each holder of outstanding shares of Convertible Preferred

Stock is entitled to the number of votes equal to the number of shares of common stock into which the shares of Convertible Preferred

Stock are convertible. For as long as at least 3,629,048 shares of Convertible Preferred Stock remain outstanding, holders of Convertible

Preferred Stock are entitled to elect two directors. The holders of common stock and Convertible Preferred Stock, together as a single

class, are entitled to elect the balance of the total directors of the corporation and on an as-converted basis. As of December 31,

2025, the Company had three directors and two vacancies.

Liquidation Preference

In the event of any voluntary or involuntary liquidation,

dissolution or winding up of the Company, including a Deemed Liquidation Event (as described below), the holders of Convertible Preferred

Stock shall be entitled to be paid out of the consideration payable to stockholders before any payment shall be made to the holders of

common stock, an amount equal to the greater of (i) the original issue price, plus any dividends declared but unpaid, or (ii) such

amount per share as would have been payable had all shares of Convertible Preferred Stock been converted into common stock immediately

prior to liquidation, dissolution or winding up. As of December 31, 2025, the liquidation amount is $6.89 per share for Convertible

Preferred Stock.

A Deemed Liquidation Event shall include a merger

or consolidation in which the Company is a constituent party (other than one in which the current stockholders of the Company own a majority

of the voting power of the outstanding shares of the surviving company) or the sale, lease, transfer, exclusive license or other disposition

of all or substantially all of the business or assets of the Company.

Conversion

Each share of Convertible Preferred Stock is convertible

into a number of shares of common stock equal to the original issue price divided by the conversion price, subject to adjustment for stock

splits, stock dividends, combinations and similar recapitalizations, as well as certain anti-dilution adjustments in the event of issuances

of equity securities at a price below the then-effective conversion price, as set forth in the Company’s Amended and Restated Certificate

of Incorporation. The Conversion Price is $6.89 per share for Convertible Preferred Stock. As a result, as of December 31, 2025,

each outstanding share of Convertible Preferred Stock is convertible into one share of common stock. The Convertible Preferred Stock automatically

converts to common stock upon (1) an initial public offering resulting in a pre-money valuation of the Company of at least $125 million

and at least $50 million in gross proceeds to the Company; or (2) upon a closing of a business combination between the Company

and a public company pursuant to the public company acquiring 100% of the Company’s outstanding equity (including a reverse merger).

F-60

Redemption

The Convertible Preferred Stock does not have

redemption rights, except for the contingent redemption upon the occurrence of a Deemed Liquidation Event.

Common Stock

The holders of the common stock are entitled to

one vote for each share of common stock held at all meetings of stockholders. Unless required by law, there shall be no cumulative voting.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, after the payment of all preferential

amounts required to be paid to the holders of shares of Convertible Preferred Stock, the remaining funds and assets available for distribution

to the stockholders of the Company will be distributed among the holders of shares of common stock, pro rata based on the number

of shares of common stock held by each such holder.

6. Related-Party Transactions

In December 2025, the Company’s sole

common stockholder participated in the Convertible Preferred Stock financing for $25 million. Additionally, the Company owes the

investor $0.6 million for reimbursement of expenses incurred prior to the Company’s financing.

7. Income Taxes

The Company has incurred losses, all in domestic

jurisdictions, since inception and has not recorded current or deferred income taxes.

The following is a reconciliation of the difference

between the effective income tax rate and the federal statutory tax rate (in thousands):

October 3, 2025

(Inception) through

December 31, 2025

Federal income tax provision at statutory rate

(14,909 )

21 %

Change in valuation allowances

14,909

(21 )%

Effective tax rate

—

— %

A reconciliation of income tax benefit at the

U.S. federal statutory rate to the provision for income taxes as reflected in the financial statements is as follows:

October 3, 2025

(Inception) through

December 31, 2025

Tax at U.S. federal rate

21 %

Valuation allowance

(21 )%

Total provision

— %

Deferred tax assets and liabilities are determined

based on the differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates

in effect for years in which differences are expected to reverse.

F-61

Significant components of the Company’s

deferred tax assets and liabilities for federal income taxes consisted of the following (in thousands):

December 31,

2025

Deferred tax assets

Net operating losses

$ 268

Intangible asset

18,743

Other

105

Gross deferred tax assets

19,115

Valuation allowance

(19,115 )

Total deferred tax assets

$ —

The Company records a valuation allowance against

its deferred tax assets when it is more likely than not that realization will not occur. The realization of deferred tax assets depends

upon the Company’s ability to generate future taxable income or other tax planning strategies available in the relevant taxing jurisdiction.

In evaluating the realizability of its deferred tax assets, management must determine whether there will be sufficient taxable income

to allow for the realization of deferred tax assets. Based upon the historical and anticipated future losses, management has determined

that the deferred tax assets do not meet the more-likely-than-not threshold for realizability. As a result, the Company recorded a valuation

allowance against its deferred tax assets as of December 31, 2025. The valuation allowance increased by $19.1 million during

the period October 3, 2025 (inception) through December 31, 2025.

As of December 31, 2025, the Company had

federal net operating loss (“NOL”) carryforwards of $1.0 million, which will be carried forward indefinitely to offset

future taxable income, subject to an 80% limitation of taxable income annually. In addition, the Company had state NOL’s of $1.0 million,

which also carry forward indefinitely.

As of December 31, 2025, the Company had

no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s financial

statements. The Company is generally subject to three-year statute of limitations for federal and state jurisdictions.

8. Segment Reporting

The Company has one reportable segment relating

to the research and development of its research programs, GD and TED.

The Company’s CODM, its Chief Executive

Officer, manages the Company’s operations on a total basis and uses net loss for the allocation of resources and the assessment

of performance. Although the Company’s financial reporting package that is reviewed and approved by the CODM disaggregates significant

expenses, such as program-level expenses, decisions made by the CODM are based upon reviewing operating metrics and performance indications

at the Company-wide level and net loss. The CODM uses net loss to evaluate loss generated from the Company’s business activities

in deciding how to allocate company resources and in monitoring budget versus actual results.

The table below is a summary of significant expenses

categories regularly provided to the CODM (in thousands):

October 3, 2025

(Inception) through

December 31, 2025

Operating Expenses

Research and development:

GD external research and development costs

$ 604

Acquired in-process research and development

70,000

General and administrative costs

390

Total operating expenses

$ 70,994

F-62

9. Subsequent Events

The Company has evaluated subsequent events from

the balance sheet date through March 31, 2026, the issuance date of these financial statements and has not identified any events

requiring disclosure except as noted below.

In January 2026, the Company issued 1,299,727 options to purchase

the Company’s common stock at $6.19 per share to its executives and employees. The options vest over a 4-year period.

F-63

EX-99.4 — EXHIBIT 99.4

EX-99.4

Filename: tm2622598d1_ex99-4.htm · Sequence: 4

Exhibit 99.4

YARROW BIOSCIENCE, INC.

connection with the closing of the Merger (as defined below in Note 1), Yarrow Bioscience, Inc. changed its name to Yarrow Bioscience

Operating Company Corp. on July 27, 2026. For the purposes of these financial statements, references to Yarrow Bioscience, Inc.

refer to the company prior to the Merger.

INDEX TO FINANCIAL STATEMENTS

Page

Unaudited Interim Financial Statements

Balance Sheets

F-2

Statements of Operations

F-3

Statement of Convertible Preferred Stock and Stockholders’ Deficit

F-4

Statement of Cash Flows

F-5

Notes to Financial Statements

F-6

F-1

YARROW BIOSCIENCE, INC.

Balance

SheetS

(in thousands, except share and per share data)

June 30, 2026

December 31, 2025

(Unaudited)

Assets

Current assets:

Cash and cash equivalents

$ 18,670

$ 99,994

Restricted cash

105

—

Prepaid and other current assets

4,509

Total current assets

23,284

100,000

Deferred transaction costs

2,282

407

Total assets

$ 25,566

$ 100,407

Liabilities, Convertible Preferred Stock and Stockholders’ Deficit

Current liabilities:

Accounts payable (related party of $610 at December 31, 2025)

$ 2,206

$ 1,534

Accrued expenses

2,944

70,013

Total current liabilities

5,150

71,547

Total liabilities

5,150

71,547

Commitments and contingencies (Note 4)

Series A convertible preferred stock, $0.0001 par value, 14,516,188 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025; liquidation value of $100,000

99,850

Stockholders’ deficit:

Common stock, $0.0001 par value, 29,672,628 shares authorized, 3,047,675 issued and outstanding at June 30, 2026 and December 31, 2025

—

Additional paid-in capital

817

Accumulated deficit

(80,251 )

(70,994 )

Total stockholders’ deficit

(79,434 )

(70,990 )

Total liabilities, convertible preferred stock and stockholders’ deficit

$ 25,566

$ 100,407

See accompanying

notes to the unaudited interim financial statements.

F-2

YARROW BIOSCIENCE, INC.

StatementS

of Operations

(in thousands, except share and per share data)

(Unaudited)

For the Three

Months Ended

June 30, 2026

For the Six

Months Ended

June 30, 2026

Operating expenses:

Research and development

$ 4,939

$ 6,185

General and administrative

1,757

3,373

Total operating expenses

6,696

9,558

Net loss from operations

(6,696 )

(9,558 )

Other income

Interest income

184

301

Net loss

$ (6,512 )

$ (9,257 )

Share information:

Net loss per share of common stock, basic and diluted

$ (2.14 )

$ (3.04 )

Weighted-average shares of common stock outstanding, basic and diluted

3,047,675

See

accompanying notes to the unaudited interim financial statements.

F-3

YARROW BIOSCIENCE, INC.

Statement

of CONVERTIBLE PREFERRED STOCK AND Stockholders’ Deficit

(in thousands, except share and per share data)

(Unaudited)

Stockholders’ Deficit

Series A convertible

Additional

preferred stock

Common stock

paid-in

Accumulated

Amount

capital

deficit

Total

Balance, December 31, 2025

14,516,188

$ 99,850

3,047,675

$ —

$ 4

$ (70,994 )

$ (70,990 )

Stock-based compensation

—

308

—

308

Net loss

—

(2,745 )

Balance, March 31, 2026

14,516,188

$ 99,850

3,047,675

$ —

$ 312

$ (73,739 )

$ (73,427 )

Stock-based compensation

—

505

—

505

Net loss

—

(6,512 )

Balance, June 30, 2026

14,516,188

$ 99,850

3,047,675

$ —

$ 817

$ (80,251 )

$ (79,434 )

See

accompanying notes to the unaudited interim financial statements.

F-4

YARROW BIOSCIENCE, INC.

Statement

of Cash Flows

(in thousands)

(Unaudited)

For the Six Months

Ended June 30,

2026

Cash flows from operating activities:

Net loss

$ (9,257 )

Adjustments to reconcile net loss to net cash used in operating activities:

Stock-based compensation

813

Changes in operating assets and liabilities:

Prepaid and other current assets

(4,503 )

Deferred transaction costs

(1,713 )

Accounts payable

510

Accrued expenses

(67,069 )

Net cash used in operating activities

(81,219 )

Net decrease in cash, cash equivalents and restricted cash

(81,219 )

Cash, cash equivalents and restricted cash at beginning of the period

99,994

Cash, cash equivalents and restricted cash at end of the period

$ 18,775

Supplemental disclosure of non-cash financing activities:

Deferred transaction costs in accrued expenses and other current liabilities

$ 162

See accompanying

notes to the unaudited interim financial statements.

F-5

YARROW

BIOSCIENCE, INC.

NOTES

TO THE UNAUDITED FINANCIAL STATEMENTS

1. Organization and Description of Business

Yarrow Bioscience, Inc. (“Yarrow”

or the “Company”), incorporated on October 3, 2025, is a clinical-stage biotechnology company focused on developing transformative

therapies for autoimmune thyroid diseases. Yarrow’s lead product candidate, YB-101 (also known as GenSci098), is a humanized, monoclonal

antibody targeting the thyroid stimulating hormone receptor (“TSHR”). Yarrow intends to develop YB-101 for the treatment of

Graves’ disease (“GD”) and thyroid eye disease (“TED”). Both GD and TED are serious and poorly treated autoimmune

diseases in which autoantibodies against TSHR attack and overstimulate the receptor, leading to a wide spectrum of thyroidal and extra-thyroidal

clinical sequelae.

YB-101 was designed to selectively bind to TSHR

and block autoantibody-induced receptor activation, thereby directly inhibiting the pathogenic activity of thyroid-stimulating autoantibodies

that drive disease progression in GD and TED as well as the biological pathway responsible for hyperthyroidism and orbitopathy. Yarrow

believes that this novel and targeted approach represents a potential breakthrough for patients with GD and TED and has the potential

to address an important unmet need for therapies with differentiated risk-benefit profiles.

In December 2025, Yarrow in-licensed from

Changchun Genescience Pharmaceutical Company, Ltd. (“GenSci”) the exclusive rights to develop YB-101 for the treatment

of GD and TED outside of China. Yarrow’s development strategy is to advance YB-101 in GD and explore a clinical development plan

for TED with the goal of becoming the first company to commercialize an anti-TSHR antibody in the United States and other territories

outside of China. YB-101 is currently being evaluated by GenSci in an ongoing Phase 1 single ascending dose (“SAD”) and multiple

ascending dose trial in patients with TED in China. Yarrow submitted the GenSci SAD clinical data to the U.S. Food and Drug Administration

(“FDA”) as part of the new investigational new drug application to support the initiation of a GD trial by Yarrow in the United

States, which was cleared by the FDA in March 2026. In addition, third-party clinical data from two SAD trials of another anti-TSHR

antibody, K1-70, further support the therapeutic potential of targeting TSHR in patients with GD and TED. In June 2026, Yarrow initiated

a combined Phase 2a/Phase 2b trial of YB-101 in patients with GD. Data from the Phase 2a portion of the trial are expected in the second

half of 2027.

In December 2025, the Company entered into

an Agreement and Plan of Merger and Reorganization with VYNE Therapeutics Inc., a Delaware corporation (“VYNE”), which was

amended on January 30, 2026 (as amended, the “Merger Agreement”), pursuant to which, among other matters, Yellow Merger

Sub Corp., a direct, wholly owned subsidiary of VYNE, merged with and into the Company, with the Company surviving as a wholly owned subsidiary

of VYNE and the surviving corporation of the merger (the “Merger”). Concurrently with the execution of the Merger Agreement,

and in order to provide the Company with additional capital for its development programs prior to the closing of the Merger, certain existing

investors entered into a Securities Purchase Agreement with the Company, pursuant to which such investors purchased, immediately prior

to the Merger, shares of the Company’s common stock or, in lieu thereof, the Company’s pre-funded warrants to purchase the

Company’s common stock, for gross proceeds of approximately $100.0 million (the “Company Pre-Closing Financing”).

On July 27, 2026 (the “Closing Date”),

VYNE and the Company completed the Merger in accordance with the terms of the Merger Agreement. In connection with the completion of the

Merger, the Company changed its name from “Yarrow Bioscience, Inc.” to “Yarrow Bioscience Operating Company Corp.,”

VYNE changed its name to “Yarrow Bioscience, Inc.” and the current business of the Company became the primary business

of the Combined Company. VYNE following the Merger is referred to herein as the “Combined Company.”

F-6

YARROW

BIOSCIENCE, INC.

NOTES

TO THE UNAUDITED FINANCIAL STATEMENTS

On the Closing Date, VYNE issued an aggregate

of 2,130,731 shares of its common stock to the Company’s stockholders (after giving effect to the 1-for-50 reverse stock split of

VYNE common stock in connection with the Merger), based on the exchange ratio of 0.7171 shares of VYNE common stock for each share of

the Company’s common stock, including those shares of the Company’s common stock issued upon the conversion of the Company’s

preferred stock and those shares of the Company’s common stock issued in the Company Pre-Closing Financing. In addition, the Company’s

outstanding and unexercised pre-funded warrants to purchase shares of the Company’s common stock and certain shares of the Company’s

common stock (including shares issued upon the conversion of the Company’s preferred stock and shares issued in the Company’s

Pre-Closing Financing) were converted into 25,590,346 pre-funded warrants to purchase shares of VYNE common stock on the existing terms

and conditions and outstanding options to purchase shares of the Company’s common stock were converted into 2,002,282 options to

purchase shares of VYNE common stock on the existing terms and conditions (including with respect to vesting and accelerated vesting).

The Merger has been accounted for as a reverse

recapitalization in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Under this method of accounting, the Company is deemed to be the accounting acquirer for financial reporting purposes. This determination

is primarily based on the fact that, immediately following the Merger: (i) the Company’s stockholders owned a substantial majority

of the voting rights in the Combined Company; (ii) the Company’s largest stockholder retained the largest interest in the Combined

Company; (iii) the Company designated the initial members of the board of directors of the Combined Company; and (iv) the Company’s

executive management team and certain of VYNE’s current management team became the management team of the Combined Company. Historical

share and per share amounts of the Company have been retroactively restated to reflect the exchange ratio of 0.7171.

Liquidity and Capital Resources

The Company has incurred losses since inception

and has an accumulated deficit of $80.3 million as of June 30, 2026. The Company anticipates incurring additional losses until

such time, if ever, that it can generate significant sales from its product candidates currently in development. The Company believes

its existing cash of $18.7 million as of June 30, 2026, and the proceeds from the Company Pre-Closing Financing of $100.0 million,

are sufficient to sustain planned operations through at least twelve months from the issuance date of these financial statements.

The Company is subject to those risks associated

with any specialty biotechnology company that has substantial expenditures for research and development. There can be no assurance that

the Company’s research and development projects will be successful, that products developed will obtain necessary regulatory approval,

or that any approved product will be commercially viable. In addition, the Company operates in an environment of rapid technological change

and is largely dependent on the services of its employees and consultants.

2. Summary of Significant Accounting Policies

The summary of significant accounting policies

included in the Company’s annual financial statements for the year ended December 31, 2025, has not materially changed, except

as set forth below.

Interim Financial Statements

For the three and six months ended June 30,

2026, the Company had no components of other comprehensive income or loss from non-owner sources. Accordingly, a separate Statement of

Comprehensive Income (Loss) has not been presented, and net loss equals total comprehensive loss for all periods presented. The accompanying

unaudited interim financial statements have been prepared in accordance with U.S. GAAP. Any references in these notes to applicable guidance

are meant to refer to U.S. GAAP as found in Accounting Standards Codifications and Accounting Standards Updates of the Financial Accounting

Standards Board.

F-7

YARROW

BIOSCIENCE, INC.

NOTES

TO THE UNAUDITED FINANCIAL STATEMENTS

In the opinion of management, the accompanying

interim financial statements include all the normal and recurring adjustments, which consist primarily of accruals, estimates, and assumptions

that impact financial statements, considered necessary to present fairly the Company’s financial position as of June 30, 2026

and its results of operations for the three and six months ended June 30, 2026. Certain information and disclosures normally included

in the annual financial statements prepared in accordance with U.S. GAAP, but that are not required for interim reporting purposes, have

been condensed or omitted.

These interim financial statements should be read

in conjunction with the Company’s audited financial statements and related notes as of and for the year ended December 31,

2025 included in the Combined Company’s Current Report on Form 8-K filed with the SEC on August 13, 2026.

The results of operations for the interim period

are not necessarily indicative of the results to be expected for the full year, any other interim periods or any future year or period.

Use of Estimates

The preparation of financial statements in conformity

with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting

period. Significant estimates and assumptions made in the accompanying financial statements include the fair value of the Company’s

common stock, stock-based compensation expense assumptions and accrued research and development expenses. Due to the uncertainty of factors

surrounding the estimates or judgments used in the preparation of the financial statements, actual results may vary from these estimates.

Estimates and assumptions are periodically reviewed, and the effects of revisions are reflected in the financial statements in the period

they are determined to be necessary.

Restricted Cash

Restricted cash relates to the amount required

as collateral to secure the Company’s operating lease for its corporate offices. As of June 30, 2026, the balance was in a

commercial money market account.

Statements of Cash Flows

The table below reconciles the cash, cash equivalents

and restricted cash balances from the Company’s balance sheets to the amounts reported on the statement of cash flows (in thousands):

June 30, 2026

December 31, 2025

Cash and cash equivalents

$ 18,670

$ 99,994

Restricted cash

105

—

Total cash, cash equivalents and restricted cash shown in the statements of cash flows

$ 18,775

$ 99,994

Deferred Transaction Costs

Specific incremental legal, accounting and other

fees and costs directly attributable to a proposed or actual offering of securities may properly be deferred and charged against the gross

proceeds of such an offering. As of June 30, 2026, there were $2.3 million of transaction costs, primarily consisting of legal and

accounting fees for services directly attributable to the planned securities issuance, including comfort letters and consents, that were

capitalized in assets on the balance sheet.

F-8

YARROW

BIOSCIENCE, INC.

NOTES

TO THE UNAUDITED FINANCIAL STATEMENTS

Classification of Convertible

Preferred Stock

The Company has classified the Company’s

Series A Convertible Preferred Stock (the “Convertible Preferred Stock”) outside of stockholders’ deficit on the

Company’s balance sheet because the holders of such stock have certain liquidation rights in the event of a Deemed Liquidation Event

(as defined in the Company’s Amended and Restated Certificate of Incorporation) that, in certain situations, is not solely within

the control of the Company and would require the redemption of the then-outstanding Convertible Preferred Stock.

The Convertible Preferred Stock is not redeemable,

except in the event of a Deemed Liquidation Event (see Note 5). Because the occurrence of a Deemed Liquidation Event is not currently

probable, the carrying values of the Convertible Preferred Stock are not being accreted to their redemption values. Subsequent adjustments

to the carrying values of the Convertible Preferred Stock would be made only when a Deemed Liquidation Event becomes probable.

Research and Development Costs

Research and development costs are expensed as

incurred and principally consist of personnel costs as well as amounts paid to third parties for the provision of services for product

candidate development and related supply costs. Upfront and milestone payments made to third parties in connection with agreements with

third parties to license their technologies are generally expensed as incurred as acquired in-process research and development, up to

the point of regulatory approval.