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Delaware
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04-3158289
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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19 Presidential Way
Woburn, MA
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01801
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
x
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Emerging growth company
o
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Page
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Item
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Item
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June 30,
2017 |
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December 31,
2016 |
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||||
Assets
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||||
Current Assets:
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||||
Cash and cash equivalents
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$
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3,011
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$
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7,309
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Accounts receivable
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213
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66
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Due from related party
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—
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1
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|
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Unbilled receivables
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95
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121
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|
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Prepaid expenses and other current assets
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443
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363
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Deferred equity financing costs
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146
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—
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Total current assets
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3,908
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7,860
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Restricted cash
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432
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432
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Property and equipment, net
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1,633
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1,739
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Deferred equity financing costs
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—
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622
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|
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Other assets
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95
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95
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Total assets
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$
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6,068
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$
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10,748
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||||
Liabilities and Stockholders’ Equity
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||||
Current Liabilities:
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||||
Accounts payable
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$
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70
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$
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56
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Accrued expenses
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2,689
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2,702
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Total current liabilities
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2,759
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2,758
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Lease incentive obligation, net of current portion
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1,068
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1,132
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Contract termination obligation, net of current portion
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—
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489
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Total liabilities
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3,827
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4,379
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Commitments and contingencies (Note 8)
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||||
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Stockholders’ Equity:
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||||
Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding
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—
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—
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Common stock ($0.01 par value per share); 250,000,000 shares authorized at June 30, 2017 and December 31, 2016; 2,879,550 and 2,834,244 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively
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29
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28
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Additional paid-in capital
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340,472
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339,782
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Accumulated other comprehensive loss
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(84
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)
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(84
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)
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Accumulated deficit
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(338,176
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)
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(333,357
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)
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Total stockholders’ equity
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2,241
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6,369
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Total liabilities and stockholders’ equity
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$
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6,068
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$
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10,748
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2017
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2016
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2017
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2016
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||||||||
Revenue:
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||||||||
Grant revenue
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$
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293
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$
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188
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$
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617
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$
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345
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Total revenue
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293
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188
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617
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345
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Expenses:
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Research and development
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1,138
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1,547
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2,247
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2,975
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General and administrative
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1,866
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1,149
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3,142
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3,421
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Total expenses
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3,004
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2,696
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5,389
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6,396
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Loss from continuing operations
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(2,711
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)
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(2,508
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)
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(4,772
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)
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(6,051
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)
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Other (expense) income, net
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(16
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)
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1
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(47
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)
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4
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Net loss from continuing operations
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(2,727
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)
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(2,507
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)
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(4,819
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)
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(6,047
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)
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Discontinued operations:
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Loss from discontinued operations
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—
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(691
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)
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—
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(3,649
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)
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||||
Total loss from discontinued operations
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—
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(691
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)
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—
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(3,649
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)
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||||
Net loss
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$
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(2,727
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)
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$
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(3,198
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)
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$
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(4,819
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)
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$
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(9,696
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)
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Basic and diluted net loss per share:
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||||||||
Net loss from continuing operations
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$
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(0.96
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)
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$
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(0.90
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)
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$
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(1.69
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)
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$
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(2.20
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)
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Net loss from discontinued operations
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—
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(0.25
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)
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—
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(1.32
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)
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Net loss per share
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$
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(0.96
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)
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$
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(1.15
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)
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$
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(1.69
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)
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$
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(3.52
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)
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||||||||
Number of shares used in per share calculations:
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Basic & Diluted
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2,849,069
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2,771,736
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2,844,492
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2,754,232
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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2017
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|
2016
|
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2017
|
|
2016
|
||||||||
Net loss:
|
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$
|
(2,727
|
)
|
|
$
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(3,198
|
)
|
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$
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(4,819
|
)
|
|
$
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(9,696
|
)
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Other comprehensive loss
|
|
|
|
|
|
|
|
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||||||||
Change in foreign currency translation adjustment
|
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2
|
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(2
|
)
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—
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(6
|
)
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||||
Total other comprehensive loss
|
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2
|
|
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(2
|
)
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—
|
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(6
|
)
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||||
Comprehensive loss
|
|
$
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(2,725
|
)
|
|
$
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(3,200
|
)
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(4,819
|
)
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$
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(9,702
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)
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Six Months Ended
June 30, |
||||||
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2017
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|
2016
|
||||
Cash flows from operating activities
|
|
|
|
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||||
Net loss
|
|
$
|
(4,819
|
)
|
|
$
|
(9,696
|
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
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||||
Depreciation
|
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106
|
|
|
272
|
|
||
Charge for 401(k) company common stock match
|
|
46
|
|
|
232
|
|
||
Stock-based compensation
|
|
663
|
|
|
901
|
|
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Gain on sale of discontinued operation and property and equipment
|
|
—
|
|
|
(31
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivables
|
|
(147
|
)
|
|
(72
|
)
|
||
Due from related party
|
|
1
|
|
|
118
|
|
||
Unbilled receivables
|
|
26
|
|
|
47
|
|
||
Inventory
|
|
—
|
|
|
(17
|
)
|
||
Prepaid expenses and other assets
|
|
542
|
|
|
1,043
|
|
||
Accounts payable
|
|
14
|
|
|
1,273
|
|
||
Accrued expenses
|
|
(165
|
)
|
|
(2,141
|
)
|
||
Contract termination obligation and other long-term liabilities
|
|
(553
|
)
|
|
(150
|
)
|
||
Deferred revenue
|
|
—
|
|
|
605
|
|
||
Net cash used for operating activities
|
|
(4,286
|
)
|
|
(7,616
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
||||
Purchase of property and equipment
|
|
—
|
|
|
(389
|
)
|
||
Proceeds from sale of discontinued operation and property and equipment
|
|
—
|
|
|
31
|
|
||
Change in restricted cash
|
|
—
|
|
|
(307
|
)
|
||
Net cash used for investing activities
|
|
—
|
|
|
(665
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
||||
Taxes paid related to net share settlement upon vesting of stock awards
|
|
(12
|
)
|
|
(274
|
)
|
||
Net cash used for financing activities
|
|
(12
|
)
|
|
(274
|
)
|
||
|
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
|
—
|
|
|
(6
|
)
|
||
|
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
|
(4,298
|
)
|
|
(8,561
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
7,309
|
|
|
12,269
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
3,011
|
|
|
$
|
3,708
|
|
Supplemental disclosure of non-cash information:
|
|
|
|
|
||||
Purchase of property and equipment included in accounts payable and accrued expenses
|
|
$
|
—
|
|
|
$
|
301
|
|
Lease incentive paid by lessor
|
|
$
|
—
|
|
|
$
|
1,332
|
|
Offering costs remaining in accrued expenses
|
|
$
|
146
|
|
|
$
|
—
|
|
Reversal of deferred financing costs related to Aspire stock purchase agreement
|
|
$
|
450
|
|
|
$
|
—
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Options
|
|
544,276
|
|
|
94,484
|
|
|
617,741
|
|
|
93,442
|
|
Restricted stock units
|
|
14,382
|
|
|
71,855
|
|
|
17,992
|
|
|
94,869
|
|
Warrants
|
|
393,300
|
|
|
393,300
|
|
|
393,300
|
|
|
393,300
|
|
Total
|
|
951,958
|
|
|
559,639
|
|
|
1,029,033
|
|
|
581,611
|
|
|
|
June 30,
2017 |
|
December 31,
2016 |
||||
Employee compensation and benefits
|
|
$
|
387
|
|
|
$
|
713
|
|
Contract termination obligation
|
|
1,194
|
|
|
939
|
|
||
Professional services
|
|
329
|
|
|
459
|
|
||
Other
|
|
779
|
|
|
591
|
|
||
Total accrued expenses
|
|
$
|
2,689
|
|
|
$
|
2,702
|
|
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
|
|||
Outstanding at December 31, 2016
|
|
605,077
|
|
|
$
|
34.49
|
|
Granted
|
|
47,150
|
|
|
3.94
|
|
|
Exercised
|
|
—
|
|
|
—
|
|
|
Forfeited
|
|
(2,534
|
)
|
|
5.55
|
|
|
Expired
|
|
(23,352
|
)
|
|
417.84
|
|
|
Outstanding at June 30, 2017
|
|
626,341
|
|
|
$
|
18.01
|
|
|
|
|
|
|
|||
Options vested and expected to vest at June 30, 2017
|
|
626,341
|
|
|
$
|
18.01
|
|
Options exercisable at June 30, 2017
|
|
239,253
|
|
|
$
|
38.60
|
|
|
Number of RSUs
|
Weighted Average Remaining Contractual Life (years)
|
|
Outstanding at December 31, 2016
|
21,732
|
|
|
Awarded
|
25,337
|
|
|
Common stock issued upon vesting
|
(32,539
|
)
|
|
Forfeited
|
(163
|
)
|
|
Outstanding at June 30, 2017
|
14,367
|
|
1.25
|
|
|
|
|
Weighted average remaining recognition period
|
1.75
|
|
|
Year ended December 31,
|
Minimum lease payments
|
||
2017 (July to December)
|
$
|
463
|
|
2018
|
875
|
|
|
2019
|
855
|
|
|
2020
|
734
|
|
|
2021
|
654
|
|
|
2022 and thereafter
|
3,508
|
|
|
Total
|
$
|
7,089
|
|
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
||||||||
Three Months Ended June 30, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues from external customers
|
|
$
|
293
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
293
|
|
Inter-geographic revenues
|
|
—
|
|
|
312
|
|
|
(312
|
)
|
|
—
|
|
||||
Net revenues
|
|
$
|
293
|
|
|
$
|
312
|
|
|
$
|
(312
|
)
|
|
$
|
293
|
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues from external customers
|
|
$
|
188
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
188
|
|
Inter-geographic revenues
|
|
—
|
|
|
215
|
|
|
(215
|
)
|
|
—
|
|
||||
Net revenues
|
|
$
|
188
|
|
|
$
|
215
|
|
|
$
|
(215
|
)
|
|
$
|
188
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2017:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues from external customers
|
|
$
|
617
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
617
|
|
Inter-geographic revenues
|
|
—
|
|
|
533
|
|
|
(533
|
)
|
|
—
|
|
||||
Net revenues
|
|
$
|
617
|
|
|
$
|
533
|
|
|
$
|
(533
|
)
|
|
$
|
617
|
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2016:
|
|
|
|
|
|
|
|
|
||||||||
Net revenues from external customers
|
|
$
|
345
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345
|
|
Inter-geographic revenues
|
|
—
|
|
|
427
|
|
|
(427
|
)
|
|
—
|
|
||||
Net revenues
|
|
$
|
345
|
|
|
$
|
427
|
|
|
$
|
(427
|
)
|
|
$
|
345
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
||||||||
June 30, 2017
|
|
$
|
1,633
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,633
|
|
December 31, 2016
|
|
$
|
1,739
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,739
|
|
|
Biopolymer Production Agreements
|
Employee Severance and Related Costs
|
Total
|
||||||
Aggregate Charges and Amounts Accrued
|
$
|
2,641
|
|
$
|
872
|
|
$
|
3,513
|
|
Paid in Cash
|
(1,251
|
)
|
(656
|
)
|
(1,907
|
)
|
|||
Paid through Stock and Equipment
|
(196
|
)
|
—
|
|
(196
|
)
|
|||
Ending Balance Accrued at June 30, 2017
|
$
|
1,194
|
|
$
|
216
|
|
$
|
1,410
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2016
|
|
2016
|
||||
|
|
|
|
||||
Total revenue
|
$
|
2,604
|
|
|
$
|
3,122
|
|
Costs and expenses:
|
|
|
|
||||
Cost of product revenue
|
121
|
|
|
238
|
|
||
Research and development
|
2,742
|
|
|
5,646
|
|
||
Selling, general and administrative
|
463
|
|
|
918
|
|
||
Total costs and expenses
|
3,326
|
|
|
6,802
|
|
||
Other (income) or expense
|
(30
|
)
|
|
(30
|
)
|
||
Total loss from discontinued operations
|
$
|
(692
|
)
|
|
$
|
(3,650
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2016
|
|
2016
|
||||
Non-cash operating items:
|
|
|
|
||||
Depreciation
|
$
|
115
|
|
|
$
|
216
|
|
Charge for 401(k) company common stock match
|
$
|
43
|
|
|
$
|
120
|
|
Stock-based compensation
|
$
|
35
|
|
|
$
|
198
|
|
|
|
|
|
||||
Investing items:
|
|
|
|
||||
Purchases of property and equipment
|
$
|
42
|
|
|
$
|
178
|
|
|
|
Funding
Agency
|
|
Total Government Funds
|
|
Total received
through
|
|
Remaining amount
available as of
|
|
Contract/Grant
Expiration
|
||||||
Program Title
|
|
|
|
June 30, 2017
|
|
June 30, 2017
|
|
|||||||||
Production of High Oil, Transgene Free Camelina Sativa Plants through Genome Editing ("Camelina")
|
|
Department of Energy
|
|
$
|
1,997
|
|
|
$
|
1,239
|
|
|
$
|
758
|
|
|
September 2018
|
Subcontract from NC State University (NCSU) project funded by DOE ARPA-E entitled "Jet Fuel from Camelina Sativa: A Systems Approach"
|
|
Department of Energy
|
|
276
|
|
|
276
|
|
|
—
|
|
|
March 2017
|
|||
Total
|
|
|
|
$
|
2,273
|
|
|
$
|
1,515
|
|
|
$
|
758
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Grant revenue
|
|
$
|
293
|
|
|
$
|
188
|
|
|
$
|
105
|
|
|
|
Three Months Ended
June 30, |
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Research and development expenses
|
|
$
|
1,138
|
|
|
$
|
1,547
|
|
|
$
|
(409
|
)
|
General and administrative expenses
|
|
1,866
|
|
|
1,149
|
|
|
717
|
|
|||
Total expenses
|
|
$
|
3,004
|
|
|
$
|
2,696
|
|
|
$
|
308
|
|
|
|
Three Months Ended
June 30, |
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Total other income (expense), net
|
|
$
|
(16
|
)
|
|
$
|
1
|
|
|
$
|
(17
|
)
|
|
|
Six Months Ended
June 30, |
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Grant revenue
|
|
$
|
617
|
|
|
$
|
345
|
|
|
$
|
272
|
|
|
|
Six Months Ended
June 30, |
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Research and development expenses
|
|
$
|
2,247
|
|
|
$
|
2,975
|
|
|
$
|
(728
|
)
|
General and administrative expenses
|
|
3,142
|
|
|
3,421
|
|
|
(279
|
)
|
|||
Total expenses
|
|
$
|
5,389
|
|
|
$
|
6,396
|
|
|
$
|
(1,007
|
)
|
|
|
Six Months Ended
June 30, |
|
|
||||||||
|
|
2017
|
|
2016
|
|
Change
|
||||||
Total other income (expense), net
|
|
$
|
(47
|
)
|
|
$
|
4
|
|
|
$
|
(51
|
)
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2016
|
|
2016
|
||||
Non-cash operating items:
|
|
|
|
||||
Depreciation
|
$
|
115
|
|
|
$
|
216
|
|
Charge for 401(k) company common stock match
|
$
|
43
|
|
|
$
|
120
|
|
Stock-based compensation
|
$
|
35
|
|
|
$
|
198
|
|
•
|
Our accounting staff responsible for preparing and reviewing stock based compensation will complete renewed training in the accounting for stock award modifications as provided by current accounting standards, including FASB Accounting Standards Codification Topic 718,
Compensation – Stock Compensation;
|
•
|
We will assess whether our licensed stock compensation software, as used by us, was a contributing cause of the error, and if limitations exist in the calculation of stock compensation expense for stock award modifications, we will develop alternative procedures to ensure the accuracy of our calculations;
|
•
|
We will undertake additional staff training to ensure that we correctly utilize the software application for future stock award modifications as appropriate; and
|
•
|
We will develop and implement enhanced policies, procedures and controls related to the calculation of stock based compensation when a stock award modification occurs.
|
•
|
higher restructuring costs than anticipated;
|
•
|
lower than expected revenues from grants, licenses, and service fees related to our Yield10 Bioscience technologies;
|
•
|
changes we may make to the business that affect ongoing operating expenses;
|
•
|
further changes we may make to our business strategy;
|
•
|
changes in our research and development spending plans; and
|
•
|
other items affecting our forecasted level of expenditures and use of cash resources.
|
•
|
the reverse stock split will result in a sustained per share price that will attract brokers and investors who do not trade in lower priced stocks;
|
•
|
the reverse stock split will result in a per share price that will increase our ability to attract and retain employees and other service providers; or
|
•
|
the market price per share will remain at a level in excess of the $1.00 minimum bid price as required by NASDAQ, or that we will otherwise meet the requirements of NASDAQ for continued inclusion for trading on The NASDAQ Capital Market.
|
•
|
our traits may not be successfully validated in the target crops;
|
•
|
our traits may not achieve our targeted yield improvements;
|
•
|
we may not be able to secure sufficient funding to progress our traits through development and commercial validation;
|
•
|
our traits may not have the desired effect sought by future collaborators for the relevant crops;
|
•
|
development and validation of traits, particularly during field trials, may be adversely affected by environmental or other circumstances beyond our control;
|
•
|
we or our future collaborators may be unable to obtain the requisite regulatory approvals for the seeds containing our traits;
|
•
|
competitors may launch competing or more effective seed traits or seeds;
|
•
|
a market may not exist for seeds containing our traits or such seeds may not be commercially successful;
|
•
|
future collaborators may be unable to fully develop and commercialize products containing our seed traits or may decide, for whatever reason, not to commercialize such products; and
|
•
|
we may be unable to patent our traits in the necessary jurisdictions.
|
•
|
products may fail to be effective in particular crops, geographies, or circumstances, limiting their commercialization potential;
|
•
|
our competitors may launch competing or more effective traits or products;
|
•
|
significant fluctuations in market prices for agricultural inputs and crops could have an adverse effect on the value of our traits;
|
•
|
farmers are generally cautious in their adoption of new products and technologies, with conservative initial purchases and proof of product required prior to widespread deployment, and accordingly, it may take several growing seasons for farmers to adopt our or our collaborators’ products on a large scale; and
|
•
|
we may not be able to produce high-quality seeds in sufficient amounts to meet demand.
|
•
|
any change in the status of our NASDAQ listing;
|
•
|
the need for near term financing to continue operations;
|
•
|
reported progress in our efforts to develop crop related technologies, relative to investor expectations;
|
•
|
changes in earnings estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ earnings estimates;
|
•
|
quarterly variations in our or our competitors’ results of operations;
|
•
|
general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;
|
•
|
future issuances and/or sales of our securities;
|
•
|
announcements or the absence of announcements by us, or our competitors, regarding acquisitions, new products, significant contracts, commercial relationships or capital commitments;
|
•
|
commencement of, or involvement in, litigation;
|
•
|
any major change in our board of directors or management;
|
•
|
changes in governmental regulations or in the status of our regulatory approvals;
|
•
|
announcements related to patents issued to us or our competitors and to litigation involving our intellectual property;
|
•
|
a lack of, or limited, or negative industry or security analyst coverage;
|
•
|
uncertainty regarding our ability to secure additional cash resources with which to operate our business;
|
•
|
short-selling or similar activities by third parties; and
|
•
|
other factors described elsewhere in these Risk Factors.
|
|
Restated Certificate of Incorporation, as amended (filed herewith).
|
|
|
|
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Principal Executive Officer (filed herewith).
|
|
|
|
|
|
Certification Pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 of the Principal Financial Officer (filed herewith).
|
|
|
|
|
|
Section 1350 Certification (furnished herewith).
|
|
|
|
|
101.1
|
|
The following financial information from the Yield10 Bioscience, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 formatted in XBRL: (i) Condensed Consolidated Balance Sheets, June 30, 2017 and December 31, 2016; (ii) Condensed Consolidated Statements of Operations, Three and Six Months Ended June 30, 2017 and 2016; (iii) Condensed Consolidated Statements of Comprehensive Loss, Three and Six Months Ended June 30, 2017 and 2016; (iv) Condensed Consolidated Statements of Cash Flows, Six Months Ended June 30, 2017 and 2016; and (v) Notes to Consolidated Financial Statements.
|
|
YIELD10 BIOSCIENCE, INC.
|
|
|
|
|
|
|
|
August 11, 2017
|
By:
|
/s/ OLIVER PEOPLES
|
|
|
Oliver Peoples
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
August 11, 2017
|
By:
|
/s/ CHARLES B. HAASER
|
|
|
Charles B. Haaser
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
YIELD10 BIOSCIENCE, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ OLIVER P. PEOPLES
|
|
Name: Oliver P. Peoples, Ph,D.
|
|
|
Title: President and Chief Executive Officer
|
|
METABOLIX, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ OLIVER P. PEOPLES
|
|
Name: Oliver P. Peoples, Ph,D.
|
|
|
Title: President and Chief Executive Officer
|
RESOLVED:
|
That no shares of the Corporation’s authorized Series B Preferred Stock, par value $0.01 per share (the “
Series B Preferred Stoc
k”) are outstanding and that no shares of the Series B Preferred Stock will be issued subject to the certificate of designation previously filed on August 22, 2014 with respect to the Series B Preferred Stock.
|
RESOLVED:
|
That the proper officers of the Corporation (the “
Authorized Officers
”) be and hereby are authorized and directed to file a certificate setting forth this resolution with the Secretary of State of the State of Delaware pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware for the purpose of eliminating from the Corporation’s certificate of incorporation all matters set forth in the Certificate of Designation with respect to the Series B Preferred Stock; and further that upon such filing all authorized shares of Series B Preferred Stock shall be eliminated and restored to the status of authorized but unissued shares of undesignated preferred stock under the Corporation’s certificate of incorporation.
|
|
METABOLIX, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph Shaulson
|
|
Name: Joseph Shaulson
|
|
|
Title: President & CEO
|
|
METABOLIX, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph Shaulson
|
|
Name: Joseph Shaulson
|
|
|
Title: President & CEO
|
|
METABOLIX, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Joseph Shaulson
|
|
Name: Joseph Shaulson
|
|
|
Title: President & CEO
|
/s/ Joseph Shaulson
|
|
/s/ Sarah P. Cecil
|
Joseph Shaulson
|
|
Sarah P. Cecil
|
President
|
|
Secretary
|
|
METABOLIX, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Richard P. Eno
|
|
Name: Richard P. Eno
|
|
|
Title: President and CEO
|
|
METABOLIX, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ James Barber
|
|
Name: James Barber
|
|
|
Title: Chief Executive Officer and President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Yield10 Bioscience, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: August 11, 2017
|
/s/ OLIVER PEOPLES
|
|
|
Name:
|
Oliver Peoples
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer)
|
Dated: August 11, 2017
|
/s/ CHARLES B. HAASER
|
|
|
Name:
|
Charles B. Haaser
|
|
Title:
|
Chief Accounting Officer
(Principal Financial and Accounting Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Dated: August 11, 2017
|
/s/ OLIVER PEOPLES
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
Dated: August 11, 2017
|
/s/ CHARLES B. HAASER
|
|
Chief Accounting Officer
|
|
(Principal Financial and Accounting Officer)
|