VYNE and Yarrow agreed a merger to form Yarrow Bioscience and advance YB-101, a TSH receptor antibody for Graves’ and thyroid eye disease.
The all-stock deal will see the combined company operate as Yarrow Bioscience and list on Nasdaq under YARW, subject to approvals. Closing is targeted for the second quarter of 2026.
Pre-closing financings of about US$200m are expected to fund operations into 2028. VYNE plans a pre-closing cash dividend of around US$14.5m to US$16.5m to its stockholders.
The programme focus is YB-101 (GS-098), a potentially first-in-class antibody that targets the thyroid-stimulating hormone receptor (TSHR). TSHR controls thyroid hormone output; blocking it aims to curb autoimmune hyperthyroidism and eye inflammation.
Yarrow plans a US-based Phase 1b/2b trial in Graves’ disease in the first half of 2026, with Phase 1b data expected in the second half of 2027. A separate Phase 1 trial in thyroid eye disease is under way in China via partner GenSci.
On completion, the company will be led by Rebecca Frey as chief executive, with Lori Payton joining as chief development officer. Yarrow is the seventh biotech founded by RTW Investments.
Ownership at close is expected to be about 97 per cent for pre-merger Yarrow holders and about 3 per cent for pre-merger VYNE holders.
“We are excited about this merger, which establishes Yarrow on a strong foundation to advance YB-101 for patients living with Graves’ disease and thyroid eye disease,” said Rebecca Frey. “Autoimmune thyroid disorders represent areas of significant unmet need, and we believe YB-101 has the potential to deliver meaningful clinical benefit through its highly targeted TSHR-directed mechanism of action. Together with an exceptional leadership team and the support of a premier group of life sciences investors, Yarrow is well positioned to deliver on our mission to transform treatment options in this field.”
“Over the last several months, VYNE has evaluated a wide range of options to maximise stockholder value,” said David Domzalski, VYNE’s chief executive. “We believe this merger provides our stockholders a compelling opportunity to realise both short- and long-term value creation through a cash dividend and the continued advancement of Yarrow’s potential breakthrough therapies for the treatment of thyroid autoimmune diseases.”
Investors supporting the transaction include RTW Investments, OrbiMed, Janus Henderson Investors, venBio Partners, Logos Capital, LifeSci Venture Partners and Perceptive Advisors.
