YIELD10 BIOSCIENCE, INC. (NASDAQ:YTEN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

ME Staff 8-k

8 years ago

YIELD10 BIOSCIENCE, INC. (NASDAQ:YTEN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 – Articles of Incorporation or Bylaws; Change in Fiscal
Year

Item 5.07 – Submission of Matters to a Vote of Security
Holders

Item 9.01 – Financial Statements and Exhibits

INDEX TO EXHIBITS

EXHIBIT 99.1

EXHIBIT 3.1

Item 5.03 Articles of Incorporation or Bylaws; Change in Fiscal
Year.

On May 25, 2017, Yield10 Bioscience, Inc. (the Company) filed a
Certificate of Amendment to its Restated Certificate of
Incorporation, a copy of which is attached hereto as Exhibit 3.1
and incorporated herein by reference, with the Secretary of State
of the State of Delaware. The Certificate of Amendment, effective
as of May 26, 2017, effects a reverse stock split of the Companys
common stock at a ratio of 1-to-10.

As described below, our stockholders approved an amendment to our
Restated Certificate of Incorporation to effect a reverse stock
split of our common stock, at a ratio in the range of 1-for-2 to
1-for-10. On May 24, 2017, the Companys Board of Directors
selected the 1-for-10 reverse stock split ratio and authorized
the implementation of the reverse stock split.

As a result of the reverse stock split, every 10 shares of our
pre-reverse split common stock will be combined and reclassified
into one share of our common stock. No fractional shares will be
issued in connection with the reverse stock split. Stockholders
who otherwise would be entitled to receive a fractional share in
connection with the reverse stock split will receive a cash
payment in lieu thereof.

Our transfer agent, American Stock Transfer Trust Company, is
acting as exchange agent for the reverse stock split and will
send instructions to stockholders of record regarding the
exchange of certificates for common stock.

On May 26, 2017, we issued a press release with respect to the
reverse stock split described above, a copy of which is being
filed as Exhibit 99.1 to this Form 8-K and is incorporated herein
by reference.

Item 5.07>- Submission of Matters to a Vote of Security
Holders.

On May 24, 2017, the Company held its 2017 annual meeting of its
stockholders (the Annual Meeting). As of March 27, 2017, the
record date for the Annual Meeting, there were 28,402,471 shares
of the Companys common stock outstanding and entitled to vote. At
the Annual Meeting, the holders of 23,027,210 shares of the
Companys common stock were present in person or represented by
proxy, which represented 81.07 % of the total shares entitled to
vote at the Annual Meeting.

A summary of the matters voted upon by the stockholders at the
Annual Meeting, each of which are described in the Companys
definitive proxy statement filed with the Securities and Exchange
Commission on April 12, 2017 (the Proxy Statement), and the final
voting results for each matter are set forth below.

Proposal 1 – Election of Directors:

Stockholders reelected the nominees identified below as Class II
directors of the Company to hold office until the annual meeting
of stockholders in 2020 and until their respective successors are
elected and qualified, subject to their earlier death,
resignation or removal. The voting results for each nominee were
as follows:



Name of Class II Director Nominees	Votes For	Votes Withheld	Broker Non-Votes
Oliver P. Peoples, Ph.D.	18,236,913	182,830	4,607,467
Joseph Shaulson	18,190,964	228,779	4,607,467

Proposal 2 – Authorization of Reverse Stock Split:

Stockholders authorized the Board of Directors to amend the
Restated Certificate of Incorporation to effect a reverse stock
split at a ratio in the range from 1-for-2 to 1-for-10, such
ratio within that range to be determined by the Board of
Directors in its sole discretion, and with the Board of Directors
effecting the split, if at all, no later than November 24, 2017.
The voting results for the proposal were as follows:



Votes For	Votes Against	Votes Abstain
22,773,791	190,964	62,455

Proposal 3 – Ratification of the Appointment of the Companys
Independent Registered Public Accounting Firm:

The selection of RSM US LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December 31, 2017, was ratified, based on the following votes:



Votes For	Votes Against	Votes Abstain
22,927,706	59,129	40,375

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit
No.		Description
3.1		Certificate of Amendment of Restated Certificate of Incorporation of Yield10 Bioscience, Inc.
99.1		Press Release dated May 26, 2017.

About YIELD10 BIOSCIENCE, INC. (NASDAQ:YTEN)
Yield10 Bioscience, Inc., formerly Metabolix, Inc., is an agricultural bioscience company. The Company is focused on developing disruptive technologies for step-change improvements in crop yield for food and feed crops to enhance global food security. By working on new approaches to improve fundamental elements of plant photosynthetic efficiency and optimizing carbon metabolism to direct more carbon to seed production, the Company is advancing several yield traits it has developed in crops, such as Camelina, canola, soybean and corn. The Company concentrates on technologies that enables it to improve carbon dioxide fixation efficiency in photosynthesis and its direction to and conversion into plant matter. The Company has an additional agricultural science facility with greenhouses in Saskatoon, Saskatchewan, Canada. YIELD10 BIOSCIENCE, INC. (NASDAQ:YTEN) Recent Trading Information
YIELD10 BIOSCIENCE, INC. (NASDAQ:YTEN) closed its last trading session 00.000 at 0.420 with 29,414 shares trading hands.