YIELD10 BIOSCIENCE,INC. (NASDAQ:YTEN) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement

On March14, 2019, Yield10 Bioscience,Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors named therein (the “Investors”), including Jack W. Schuler, an existing stockholder, and entities affiliated with him, to which the Company agreed to issue and sell, in a registered public offering by the Company directly to the Investors (the “Offering”), an aggregate of 2,421,662 shares (the “Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”), at an offering price of $1.2101 per share for gross proceeds of approximately $2.9 million before deducting the placement agent fee and related offering expenses. The offering price per share was equal to the closing price of the Common Stock on the Nasdaq Capital Market on March13, 2019. The Shares were offered by the Company to a registration statement on FormS-3 (File No.333-217051), which was filed with the Securities and Exchange Commission (the “Commission”) on March31, 2017 and was declared effective by the Commission on April12, 2017.

On March14, 2019, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Ladenburg Thalmann& Co. Inc. (“Ladenburg” or the “Placement Agent”) to which the Company engaged Ladenburg as the sole placement agent in connection with the Offering. The Placement Agent agreed to use its reasonable best efforts to arrange for the sale of the Shares. The Company agreed to pay the Placement Agent a placement agent fee in cash equal to 8% of the gross proceeds from the sale of the Shares, with the fee reduced to 3% for gross cash consideration paid by certain investors, including Mr.Schuler and entities affiliated with him. The Placement Agency Agreement also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.

The foregoing summaries of the Purchase Agreement and the Placement Agency Agreement do not purport to be complete and are subject to, and qualified in their entirety by, such documents attached as Exhibits10.1 and 1.1, respectively, to this Current Report on Form8-K, which are incorporated herein by reference.

This Current Report on Form8-K does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

On March15, 2019, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit99.1 to this Current Report on Form8-K. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and sale of the Shares is attached as Exhibit5.1 hereto.

Item 2.02. Results of Operations and Financial Condition

The Company ended its fiscal year ended December31, 2018 (“FY 2018”) with $5.7 million in cash, cash equivalents and short term investments.

The Company’s operating net cash usage for FY 2018 was $8.8 million. This compares to the guidance range of $9.0 to $9.5 million for net cash usage the Company provided in its third quarter earnings conference call. In the fourth quarter of 2018, the Company’s net cash usage was lower than initially expected due to some cost savings as well as from the timing of certain payments.

The Company expects to report its complete fourth quarter and FY 2018 financial results and hold an investor call later in March2019. There can be no assurance that our final results of operations for this period or cash position as of December31, 2018 will not differ from these estimates, including adjustments as a result of the customary year-end review process and any such changes could be material. The preliminary results of operations for the year ended December31, 2018 are not necessarily indicative of the results to be achieved for any future period.

The Company’s independent registered public accountants have not audited, reviewed or performed any procedures with respect to the preliminary financial data noted above and accordingly do not express an opinion or any other form of assurance with respect thereto. These results could change as a result of further review.