Yarrow Bioscience, Inc. 8-K

What Happened
Yarrow Bioscience, Inc. announced it entered into an exchange agreement with an existing stockholder and, on July 29, 2026, closed an exchange of 133,290 shares of common stock for pre‑funded warrants to purchase 133,290 shares at an exercise price of $0.0001 per share. Each pre‑funded warrant is immediately exercisable and expires when exercised in full. The issuance relied on the exemption from registration under Section 3(a)(9) of the Securities Act.

Key Details

• Exchange closed: July 29, 2026.
• Shares exchanged: 133,290 common shares for pre‑funded warrants to purchase 133,290 shares; exercise price $0.0001 per share; immediately exercisable.
• Beneficial ownership limitation: holder cannot exercise to own more than 9.99% of outstanding common stock after exercise (can be adjusted up to 19.99% with 61 days’ notice).
• Post‑exchange capitalization reported: 2,669,788 shares of common stock outstanding and pre‑funded warrants to purchase 25,914,530 shares outstanding.

Why It Matters
The transaction converts outstanding common shares into pre‑funded warrants that are immediately exercisable at a nominal price, which creates potential for future dilution if and when those warrants are exercised. The beneficial ownership cap limits immediate concentration from exercise (default 9.99%, adjustable to 19.99% with notice). Investors should note the large number of pre‑funded warrants outstanding relative to current common shares, and monitor future filings for exercises, exercises limits changes, or further capital activity.