|
Delaware
|
|
04-3158289
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
19 Presidential Way
Woburn, MA
|
|
01801
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock
|
YTEN
|
The Nasdaq Capital Market
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
ý
|
Smaller reporting company
|
ý
|
Emerging growth company
|
o
|
|
|
|
|
|
Page
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Item
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|
Item
|
|
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|
March 31,
2020 |
|
December 31,
2019 |
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
4,295
|
|
|
$
|
5,417
|
|
Short-term investments
|
5,475
|
|
|
5,700
|
|
||
Accounts receivable
|
54
|
|
|
72
|
|
||
Unbilled receivables
|
125
|
|
|
20
|
|
||
Prepaid expenses and other current assets
|
560
|
|
|
475
|
|
||
Total current assets
|
10,509
|
|
|
11,684
|
|
||
Restricted cash
|
254
|
|
|
332
|
|
||
Property and equipment, net
|
1,021
|
|
|
1,243
|
|
||
Right-of-use assets
|
2,990
|
|
|
3,141
|
|
||
Other assets
|
272
|
|
|
318
|
|
||
Total assets
|
$
|
15,046
|
|
|
$
|
16,718
|
|
|
|
|
|
||||
Liabilities, Convertible Preferred Stock and Stockholders’ (Deficit) Equity
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
135
|
|
|
$
|
279
|
|
Accrued expenses
|
1,579
|
|
|
1,326
|
|
||
Lease liabilities
|
473
|
|
|
602
|
|
||
Total current liabilities
|
2,187
|
|
|
2,207
|
|
||
Lease liabilities, net of current portion
|
3,512
|
|
|
3,619
|
|
||
Warrant liability
|
—
|
|
|
14,977
|
|
||
Other long-term liabilities
|
18
|
|
|
—
|
|
||
Total liabilities
|
5,717
|
|
|
20,803
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Series B Convertible Preferred Stock ($0.01 par value per share); 0 and 5,750 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
—
|
|
|
—
|
|
||
Stockholders’ Equity (Deficit):
|
|
|
|
||||
Series A Convertible Preferred Stock ($0.01 par value per share); 296 shares and 796 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
—
|
|
|
—
|
|
||
Common stock ($0.01 par value per share); 60,000,000 shares authorized at March 31, 2020 and December 31, 2019; 1,923,184 and 933,423 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
19
|
|
|
9
|
|
||
Additional paid-in capital
|
377,963
|
|
|
360,926
|
|
||
Accumulated other comprehensive loss
|
(159
|
)
|
|
(126
|
)
|
||
Accumulated deficit
|
(368,494
|
)
|
|
(364,894
|
)
|
||
Total stockholders’ equity (deficit)
|
9,329
|
|
|
(4,085
|
)
|
||
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
|
$
|
15,046
|
|
|
$
|
16,718
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Revenue:
|
|
|
|
||||
Grant revenue
|
$
|
179
|
|
|
$
|
124
|
|
Total revenue
|
179
|
|
|
124
|
|
||
|
|
|
|
||||
Expenses:
|
|
|
|
||||
Research and development
|
1,460
|
|
|
1,223
|
|
||
General and administrative
|
1,387
|
|
|
1,186
|
|
||
Total expenses
|
2,847
|
|
|
2,409
|
|
||
Loss from operations
|
(2,668
|
)
|
|
(2,285
|
)
|
||
|
|
|
|
||||
Other income (expense):
|
|
|
|
||||
Change in fair value of warrants
|
(957
|
)
|
|
—
|
|
||
Interest income
|
37
|
|
|
27
|
|
||
Other income (expense), net
|
(4
|
)
|
|
(2
|
)
|
||
Total other income (expense)
|
(924
|
)
|
|
25
|
|
||
Net loss from operations before income tax expense
|
(3,592
|
)
|
|
(2,260
|
)
|
||
Income tax expense
|
(8
|
)
|
|
—
|
|
||
Net loss
|
$
|
(3,600
|
)
|
|
$
|
(2,260
|
)
|
|
|
|
|
||||
Basic and diluted net loss per share
|
$
|
(2.12
|
)
|
|
$
|
(8.61
|
)
|
|
|
|
|
||||
Number of shares used in per share calculations:
|
|
|
|
||||
Basic and diluted
|
1,697,125
|
|
|
262,567
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Net loss:
|
$
|
(3,600
|
)
|
|
$
|
(2,260
|
)
|
Other comprehensive loss
|
|
|
|
||||
Change in unrealized gain (loss) on investments
|
22
|
|
|
—
|
|
||
Change in foreign currency translation adjustment
|
(55
|
)
|
|
(5
|
)
|
||
Total other comprehensive loss
|
(33
|
)
|
|
(5
|
)
|
||
Comprehensive loss
|
$
|
(3,633
|
)
|
|
$
|
(2,265
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(3,600
|
)
|
|
$
|
(2,260
|
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
||||
Depreciation
|
48
|
|
|
50
|
|
||
Change in fair value of warrants
|
957
|
|
|
—
|
|
||
Loss on disposal of fixed assets
|
206
|
|
|
—
|
|
||
Charge for 401(k) company common stock match
|
42
|
|
|
24
|
|
||
Stock-based compensation
|
137
|
|
|
162
|
|
||
Non-cash lease expense
|
151
|
|
|
147
|
|
||
Deferred tax provision
|
30
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivables
|
18
|
|
|
49
|
|
||
Unbilled receivables
|
(105
|
)
|
|
(13
|
)
|
||
Prepaid expenses and other assets
|
(69
|
)
|
|
(60
|
)
|
||
Accounts payable
|
(144
|
)
|
|
(105
|
)
|
||
Accrued expenses
|
259
|
|
|
(92
|
)
|
||
Lease liabilities
|
(236
|
)
|
|
(198
|
)
|
||
Other liabilities
|
18
|
|
|
—
|
|
||
Net cash used for operating activities
|
(2,288
|
)
|
|
(2,296
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Purchase of property and equipment
|
(42
|
)
|
|
—
|
|
||
Proceeds from sale of property and equipment
|
10
|
|
|
—
|
|
||
Purchase of short-term investments
|
(503
|
)
|
|
—
|
|
||
Proceeds from the sale and maturity of short-term investments
|
750
|
|
|
2,746
|
|
||
Net cash provided by investing activities
|
215
|
|
|
2,746
|
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from warrants exercised (Note 11)
|
928
|
|
|
—
|
|
||
Proceeds from registered direct offering, net of issuance costs
|
—
|
|
|
2,597
|
|
||
Net cash provided by financing activities
|
928
|
|
|
2,597
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(55
|
)
|
|
(5
|
)
|
||
|
|
|
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(1,200
|
)
|
|
3,042
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
5,749
|
|
|
3,355
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
4,549
|
|
|
$
|
6,397
|
|
|
|
|
|
||||
Supplemental disclosure of non-cash information:
|
|
|
|
||||
Purchase of property and equipment included in accounts payable and accrued expenses
|
$
|
—
|
|
|
$
|
12
|
|
Offering costs remaining in accrued expenses
|
$
|
—
|
|
|
$
|
14
|
|
|
Three Months Ended March 31, 2020
|
||||||||||||||||||||||||||||||||||
|
Series B Convertible Preferred Stock
|
Series A Convertible Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
Par Value
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||||||
Balance, December 31, 2019
|
5,750
|
|
|
$
|
—
|
|
796
|
|
|
$
|
—
|
|
|
933,423
|
|
|
$
|
9
|
|
|
$
|
360,926
|
|
|
$
|
(126
|
)
|
|
$
|
(364,894
|
)
|
|
$
|
(4,085
|
)
|
Non-cash stock-based compensation expense
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|||||||
Issuance of common stock for 401(k) match
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
3,715
|
|
|
—
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||||
Issuance of common stock for warrant exercise (Note 11)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
204,796
|
|
|
2
|
|
|
926
|
|
|
|
|
|
|
928
|
|
|||||||||
Issuance of common stock upon conversion of Series A Convertible Preferred Stock
|
—
|
|
|
—
|
|
(500
|
)
|
|
—
|
|
|
62,500
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Issuance of common stock upon conversion of Series B Convertible Preferred Stock
|
(5,750
|
)
|
|
—
|
|
—
|
|
|
—
|
|
|
718,750
|
|
|
7
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Reclassification of warrant liability to equity
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,934
|
|
|
—
|
|
|
—
|
|
|
15,934
|
|
|||||||
Effect of foreign currency translation and unrealized loss on investments
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,600
|
)
|
|
(3,600
|
)
|
|||||||
Balance, March 31, 2020
|
—
|
|
|
$
|
—
|
|
296
|
|
|
$
|
—
|
|
|
1,923,184
|
|
|
$
|
19
|
|
|
$
|
377,963
|
|
|
$
|
(159
|
)
|
|
$
|
(368,494
|
)
|
|
$
|
9,329
|
|
|
Three Months Ended March 31, 2019
|
||||||||||||||||||||||||||||||||||
|
Series B Convertible Preferred Stock
|
Series A Convertible Preferred Stock
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
Shares
|
|
Par Value
|
Shares
|
|
Par Value
|
|
Shares
|
|
Par Value
|
|
Additional Paid-In Capital
|
|
Accumulated other Comprehensive Loss
|
|
Accumulated Deficit
|
|
Total Stockholders' Equity
|
|||||||||||||||||
Balance, December 31, 2018
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
|
250,631
|
|
|
$
|
3
|
|
|
$
|
357,743
|
|
|
$
|
(110
|
)
|
|
$
|
(351,938
|
)
|
|
$
|
5,698
|
|
Non-cash stock-based compensation expense
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|||||||
Issuance of common stock for 401(k) match
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
518
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||||
Issuance of common stock for registered direct offering, net of $349 offering costs
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
60,541
|
|
|
—
|
|
|
2,583
|
|
|
—
|
|
|
—
|
|
|
2,583
|
|
|||||||
Effect of foreign currency translation and unrealized loss on investments
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,260
|
)
|
|
(2,260
|
)
|
|||||||
Balance, March 31, 2019
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
|
311,690
|
|
|
$
|
3
|
|
|
$
|
360,505
|
|
|
$
|
(115
|
)
|
|
$
|
(354,198
|
)
|
|
$
|
6,195
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
$
|
4,295
|
|
|
$
|
5,417
|
|
Restricted cash
|
254
|
|
|
332
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
4,549
|
|
|
$
|
5,749
|
|
Asset Description
|
|
Estimated Useful Life (years)
|
Equipment
|
|
3
|
Furniture and fixtures
|
|
5
|
Software
|
|
3
|
Leasehold improvements
|
|
Shorter of useful life or term of lease
|
•
|
Clarifies that certain transactions between collaborative arrangement participants should be accounted for as revenue under ASC 606, Revenue from Contracts with Customers, when the collaborative arrangement participant is a customer in the context of a unit of account. In those situations, the guidance in ASC 606 should be applied, including recognition, measurement, presentation and disclosure requirements;
|
•
|
Adds unit-of-account guidance to ASC 808, Collaborative Arrangements, to align with the guidance in ASC 606 (that is, a distinct good or service) when an entity is assessing whether the collaborative arrangement or a part of the arrangement is within the scope of ASC 606; and
|
•
|
Precludes a company from presenting transactions with collaborative arrangement participants that are not directly related to sales to third parties with revenue recognized under ASC 606 if the collaborative arrangement participant is not a customer.
|
|
Three Months Ended
March 31, |
||||
|
2020
|
|
2019
|
||
Options
|
68,032
|
|
|
43,018
|
|
Restricted Stock Awards
|
9,341
|
|
|
171
|
|
Series A Convertible Preferred Stock
|
39,060
|
|
|
—
|
|
Series B Convertible Preferred Stock
|
126,374
|
|
|
—
|
|
Warrants
|
2,846,199
|
|
|
185,827
|
|
Total
|
3,089,006
|
|
|
229,016
|
|
|
Accumulated Cost at March 31, 2020
|
|
Unrealized
|
|
Market Value at March 31, 2020
|
||||||||||
|
|
Gain
|
|
(Loss)
|
|
||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Government securities
|
$
|
5,453
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5,475
|
|
Total
|
$
|
5,453
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
5,475
|
|
|
Accumulated Cost at December 31, 2019
|
|
Unrealized
|
|
Market Value at December 31, 2019
|
||||||||||
|
|
Gain
|
|
(Loss)
|
|
||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Government securities
|
$
|
5,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,700
|
|
Total
|
$
|
5,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,700
|
|
At December 31, 2019
|
Series A Warrants
|
|
Series B Warrants
|
Fair market of common stock (per share)
|
$6.86
|
|
$6.86
|
Expected term (years)
|
2.3
|
|
7.3
|
Risk free rate
|
1.62%
|
|
1.83%
|
Volatility
|
127%
|
|
115%
|
At January 15, 2020
|
Series A Warrants
|
|
Series B Warrants
|
Fair market of common stock (per share)
|
$3.77
|
|
$3.77
|
Expected term (years)
|
2.3
|
|
7.3
|
Risk free rate
|
1.62%
|
|
1.83%
|
Volatility
|
127%
|
|
115%
|
|
Fair value measurements at reporting date using
|
|
|
||||||||||||
|
Quoted prices in active markets for identical
assets
|
|
Significant other
observable inputs
|
|
Significant
unobservable inputs
|
|
Balance as of
|
||||||||
Description
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
March 31, 2020
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
3,669
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,669
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
—
|
|
|
5,475
|
|
|
—
|
|
|
5,475
|
|
||||
Total assets
|
$
|
3,669
|
|
|
$
|
5,475
|
|
|
$
|
—
|
|
|
$
|
9,144
|
|
|
Fair value measurements at reporting date using
|
|
|
||||||||||||
|
Quoted prices in active markets for identical
assets
|
|
Significant other
observable inputs
|
|
Significant
unobservable inputs
|
|
Balance as of
|
||||||||
Description
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
|
December 31, 2019
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
2,622
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,622
|
|
U.S. government and agency securities
|
—
|
|
|
1,750
|
|
|
—
|
|
|
1,750
|
|
||||
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
—
|
|
|
5,700
|
|
|
—
|
|
|
5,700
|
|
||||
Total assets
|
$
|
2,622
|
|
|
$
|
7,450
|
|
|
$
|
—
|
|
|
$
|
10,072
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Warrant liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,977
|
|
|
$
|
14,977
|
|
Total liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,977
|
|
|
$
|
14,977
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
Employee compensation and benefits
|
$
|
388
|
|
|
$
|
669
|
|
Leased facilities
|
58
|
|
|
51
|
|
||
Professional services
|
237
|
|
|
327
|
|
||
Accrued warrant obligation
|
710
|
|
|
—
|
|
||
Other
|
186
|
|
|
279
|
|
||
Total accrued expenses
|
$
|
1,579
|
|
|
$
|
1,326
|
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
|
|||
Outstanding at December 31, 2019
|
62,065
|
|
|
$
|
178.95
|
|
Granted
|
16,473
|
|
|
$
|
6.56
|
|
Exercised
|
—
|
|
|
—
|
|
|
Forfeited
|
(376
|
)
|
|
$
|
48.53
|
|
Expired
|
(397
|
)
|
|
$
|
828.81
|
|
Outstanding at March 31, 2020
|
77,765
|
|
|
$
|
139.74
|
|
|
|
|
|
|||
Vested and expected to vest at March 31, 2020
|
77,765
|
|
|
$
|
139.74
|
|
Options exercisable at March 31, 2020
|
40,536
|
|
|
$
|
232.23
|
|
|
Number of RSUs
|
Weighted Average Remaining Contractual Life (years)
|
|
Outstanding at December 31, 2019
|
—
|
|
|
Awarded
|
17,000
|
|
|
Common stock issued upon vesting
|
—
|
|
|
Forfeited
|
—
|
|
|
Outstanding at March 31, 2020
|
17,000
|
|
0.62
|
Year ended December 31,
|
Undiscounted Cash Flows
|
||
2020 (April to December)
|
$
|
572
|
|
2021
|
704
|
|
|
2022
|
726
|
|
|
2023
|
749
|
|
|
2024
|
771
|
|
|
Thereafter
|
1,540
|
|
|
Total undiscounted future lease payments
|
5,062
|
|
|
Discount
|
(1,077
|
)
|
|
Total lease liabilities
|
$
|
3,985
|
|
Short-term lease liabilities
|
$
|
473
|
|
Long-term lease liabilities
|
$
|
3,512
|
|
|
Three Months Ended
March 31, |
||||||
|
2020
|
|
2019
|
||||
Lease cost:
|
|
|
|
||||
Operating lease cost
|
$
|
203
|
|
|
$
|
259
|
|
Short-term lease cost
|
183
|
|
|
146
|
|
||
Sublease income
|
(137
|
)
|
|
(124
|
)
|
||
Total lease cost, net
|
$
|
249
|
|
|
$
|
281
|
|
|
|
|
|
||||
Other information as of:
|
March 31, 2020
|
|
December 31, 2019
|
||||
Weighted-average remaining lease term (years)
|
6.6
|
|
6.7
|
||||
Weighted-average discount rate
|
7.24%
|
|
7.24%
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
||||||||
Three Months Ended March 31, 2020:
|
|
|
|
|
|
|
|
||||||||
Grant revenue from external customers
|
$
|
179
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
179
|
|
Inter-geographic revenues
|
—
|
|
|
404
|
|
|
(404
|
)
|
|
—
|
|
||||
Revenues
|
$
|
179
|
|
|
$
|
404
|
|
|
$
|
(404
|
)
|
|
$
|
179
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended March 31, 2019:
|
|
|
|
|
|
|
|
||||||||
Grant revenue from external customers
|
$
|
124
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
124
|
|
Inter-geographic revenues
|
—
|
|
|
337
|
|
|
(337
|
)
|
|
—
|
|
||||
Revenues
|
$
|
124
|
|
|
$
|
337
|
|
|
$
|
(337
|
)
|
|
$
|
124
|
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
||||||||
March 31, 2020
|
$
|
971
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
1,021
|
|
December 31, 2019
|
$
|
1,186
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
1,243
|
|
•
|
405,750 Class A Units priced at a public offering price of $8.00 per unit, with each unit consisting of one share of common stock, par value $0.01 per share, Series A Warrants to purchase one share of common stock at an exercise price of $8.00 per share, expiring two and one-half-years from the closing date of the offering, and Series B Warrants to purchase one share of common stock at an exercise price of $8.00 per share, expiring seven and one-half-years from the closing date of the offering. The 405,750 Class A Units sold include the full exercise of the underwriter's over-allotment option of 93,750 Class A Units.
|
•
|
2,504 Class B Units, priced at a public offering price of $1,000 per unit, with each unit consisting of one share of Series A Convertible Preferred Stock, par value $0.01 per share, convertible at any time at the holder's option into 125 shares of common stock, par value $0.01 per share, Series A Warrants to purchase 125 shares of common stock at an exercise price of $8.00 per share, expiring two and one-half-years from the closing date of the offering, and Series B Warrants to purchase 125 shares of common stock at an exercise price of $8.00 per share, expiring seven and one-half-years from the closing date of the offering. The Series A Convertible Preferred Stock is convertible into shares of common stock at any time at a price of $8.00 per share. As of March 31, 2020, 2,208 shares of the Series A Convertible Preferred Stock had converted to 276,000 shares of the Company's common stock.
|
•
|
Gross proceeds from the sale of Class A Units and Class B Units totaled $5,750.
|
•
|
5,750 Units, priced at $1,000 per unit, each unit consisting of one share of the Company's Series B Convertible Preferred Stock, par value $0.01 per share, contingently convertible into 125 shares of common stock at an exercise price of $8.00, Series A Warrants to purchase 125 shares of common stock, par value $0.01 per share, at an exercise price of $8.00 per share, expiring two and one-half-years from the closing date of the offering, and Series B Warrants to purchase 125 shares of common stock at an exercise price of $8.00 per share, expiring seven and one-half-years from the closing date of the offering.
|
•
|
Gross proceeds from the private placement also totaled $5,750.
|
•
|
The Series A Convertible Preferred Stock is not redeemable.
|
•
|
Holders of the Series A Convertible Preferred Stock may convert their preferred shares to common stock at any time. Subject to certain conditions, the Company can force a conversion based on certain market price and trading volume criteria.
|
•
|
Conversion of the Series A Convertible Preferred Stock is prohibited if, as a result of a conversion, the holder, together with its affiliates, would beneficially own a number of shares of common stock in excess of 4.99% (or at the election of the purchaser prior to the date of issuance, 9.99%) of the shares of the Company's common stock then outstanding after giving effect to such exercise.
|
•
|
Holders of the Series A Convertible Preferred Stock have no voting rights. However, Series A Convertible Preferred stockholders have certain protective voting rights that are designed to prevent adverse changes to their ownership rights without their approval.
|
•
|
In the event of a liquidation, the holders of Series A Convertible Preferred Shares are entitled to participate on an as-converted-to-common stock basis with holders of common stock in any distribution of assets of the Company to the holders of the common stock.
|
•
|
Holders of Series A Convertible Preferred Stock are entitled to receive dividends equal to (on an as-if-converted basis) and in the same form and manner as dividends paid on shares of the Company's common stock.
|
Issuance
|
|
Number of Shares Issuable Upon Exercise of Outstanding Warrants
|
|
Exercise Price Per Share of Common Stock
|
|
Expiration Date
|
|||
November 2019 Public Offering - Series A
|
|
583,227
|
|
|
$
|
8.00
|
|
|
May 19, 2022
|
November 2019 Public Offering - Series B
|
|
649,477
|
|
|
$
|
8.00
|
|
|
May 19, 2027
|
November 2019 Private Placement - Series A
|
|
718,750
|
|
|
$
|
8.00
|
|
|
May 19, 2022
|
November 2019 Private Placement - Series B
|
|
718,750
|
|
|
$
|
8.00
|
|
|
May 19, 2027
|
December 2017 Public Offering - Series A
|
|
160,975
|
|
|
$
|
90.00
|
|
|
December 21, 2022
|
July 2017 Registered Direct Offering
|
|
14,270
|
|
|
$
|
201.60
|
|
|
January 7, 2024
|
Consultant
|
|
750
|
|
|
$
|
116.00
|
|
|
September 11, 2024
|
Total warrants
|
|
2,846,199
|
|
|
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||
Stock Options
|
77,765
|
|
|
62,065
|
|
RSUs
|
17,000
|
|
|
—
|
|
Series A Convertible Preferred Stock - November 2019 Public Offering
|
37,000
|
|
|
99,500
|
|
Warrants
|
2,846,199
|
|
|
175,995
|
|
Total number of common shares reserved for future issuance
|
2,977,964
|
|
|
337,560
|
|
Program Title
|
|
Funding
Agency
|
|
Total Government Funded Appropriations
|
|
Total revenue recognized through March 31, 2020
|
|
Remaining amount to be recognized as of March 31, 2020
|
|
Contract/Grant
Expiration
|
|||||||
Subcontract from Michigan State University project funded by DOE entitled "A Systems Approach to Increasing Carbon Flux to Seed Oil"
|
|
Department of Energy
|
|
$
|
1,698
|
|
|
$
|
1,404
|
|
|
$
|
294
|
|
|
September 2020
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Grant revenue
|
$
|
179
|
|
|
$
|
124
|
|
|
$
|
55
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Research and development expenses
|
$
|
1,460
|
|
|
$
|
1,223
|
|
|
$
|
237
|
|
General and administrative expenses
|
1,387
|
|
|
1,186
|
|
|
201
|
|
|||
Total expenses
|
$
|
2,847
|
|
|
$
|
2,409
|
|
|
$
|
438
|
|
|
Three Months Ended
March 31, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Change in fair value of warrants
|
$
|
(957
|
)
|
|
$
|
—
|
|
|
$
|
(957
|
)
|
Interest income
|
37
|
|
|
27
|
|
|
10
|
|
|||
Other income (expense), net
|
(4
|
)
|
|
(2
|
)
|
|
(2
|
)
|
|||
Total other income (expense), net
|
$
|
(924
|
)
|
|
$
|
25
|
|
|
$
|
(949
|
)
|
•
|
interruption of field testing activities due to quarantines or other limitations on travel imposed or recommended by federal or state governments, employers and others;
|
•
|
limitations on employee resources that would otherwise be focused on the conduct of our research and field testing, including because of sickness of employees or their families or requirements imposed on employees to avoid contact with large groups of people;
|
•
|
delays in receiving approval from regulatory authorities related to our seed traits;
|
•
|
delays in field testing sites receiving the supplies and materials needed to conduct our trials;
|
•
|
interruption in global shipping that may affect the transport of materials needed for our research; and
|
•
|
limitations on government and academic grants that support our research programs.
|
|
Paycheck Protection Note with Citizens Bank N.A. dated April 19, 2020 (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 March 31, 2020 formatted in XBRL: (i) Condensed Consolidated Balance Sheets, March 31, 2020 and December 31, 2019; (ii) Condensed Consolidated Statements of Operations, Three Months Ended March 31, 2020 and 2019; (iii) Condensed Consolidated Statements of Comprehensive Loss, Three Months Ended March 31, 2020 and 2019; (iv) Condensed Consolidated Statements of Cash Flows, Three Months Ended March 31, 2020 and 2019; (v) Condensed Consolidated Statements of Series B Convertible Preferred Stock and Stockholders' (Deficit) Equity, Three Months Ended March 31, 2020 and 2019; and (vi) Notes to Consolidated Financial Statements.
|
|
YIELD10 BIOSCIENCE, INC.
|
|
|
|
|
|
|
|
May 14, 2020
|
By:
|
/s/ OLIVER PEOPLES
|
|
|
Oliver Peoples
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
May 14, 2020
|
By:
|
/s/ CHARLES B. HAASER
|
|
|
Charles B. Haaser
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial and Accounting Officer)
|
SBA Loan #
|
1296737200
|
SBA Loan Name
|
Yield10 Bioscience, Inc.
|
Date
|
4/17/2020
|
Loan Amount
|
$332,800.00
|
Fixed Interest Rate
|
1.0%
|
Borrower
|
YIELD10 BIOSCIENCE, INC.
|
Lender
|
Citizens Bank N.A.
1 Citizens Plaza
Providence, RI 02903
|
1.
|
PROMISE TO PAY:
|
2.
|
DEFINITIONS:
|
3.
|
LOAN FORGIVENESS; PAYMENT TERMS:
|
A.
|
Loan Forgiveness: Borrower may apply to Lender for forgiveness of the amount due on the Loan in an amount equal to the sum of the following costs incurred by Borrower during the 8-week period beginning on the date of first disbursement of the Loan:
|
(i)
|
Payroll costs
|
(ii)
|
Any payment of interest on a covered mortgage obligation (which shall not include any prepayment of or payment of principal on a covered mortgage obligation)
|
(iii)
|
Any payment on a covered rent obligation
|
(iv)
|
Any covered utility payment
|
B.
|
Submission of Information and Documents: Forgiveness will be subject to Borrower’s submission to Lender of information and documentation as required by the SBA and Lender. Not before July 1, 2020 and by August 15, 2020, Borrower shall provide Lender with information, in form and substance acceptable to Lender, specifying the amount of forgiveness Borrower requests, together with all documentation required by the CARES Act, the SBA and/or Lender to evidence and/or verify such information. Required information shall include, without limitation:
|
(i)
|
the total dollar amount of payroll costs during the Forgiveness Period and the dollar amounts of covered mortgage interest payments, covered rent payments and covered utilities for the Forgiveness Period to the extent Borrower seeks forgiveness for these costs.
|
(ii)
|
the average number of full-time equivalent employees of Borrower per month during (a) the period from February 15, 2020 through June 30, 2020 (the “Covered Period”); (b) the same period in 2019, and (c) if the average number of full-time equivalent employees is lower than the average number for the period described in subsection (ii)(b) above, the period from January 1, 2020 through February 29, 2020;
|
(iii)
|
the number of full-time equivalent employees of Borrower as of February 15, 2020, April 26, 2020 and June 30, 2020;
|
(iv)
|
the total amount of salary and wages during the Covered Period and during the fourth calendar quarter of 2019 of each employee who had the amount or rate of such salary and wages reduced by more than 25% during the Covered Period from the amount or rate in the fourth quarter of 2019 (each, a “Lowered Employee”);
|
(v)
|
the rate of salary and wages of each Lowered Employee as of February 15, 2020, April 26, 2020 and June 30, 2020; and
|
(vi)
|
such further information and documents as Lender or the SBA shall require.
|
C.
|
Initial Deferment Period: No payments are due on the Loan for 6 months from the date of first disbursement of the Loan. Interest will continue to accrue during the deferment period.
|
D.
|
Maturity. This Note will mature two years from date of first disbursement of the Loan.
|
E.
|
Payments from End of Deferment Period through Maturity Date: To the extent the Loan is not forgiven during the deferment period or thereafter, the outstanding balance of the Loan, and interest thereon, shall be repaid in eighteen substantially equal monthly payments of principal and interest, commencing on the first business day after the end of the deferment period.
|
F.
|
Payment Authorization: Borrower hereby authorizes Lender to initiate payments from Borrower’s bank account, by wire or ACH transfer, for each monthly or other payment required hereunder.
|
G.
|
Interest Computation; Repayment Terms: The interest rate on this Note is one percent per year. The interest rate is fixed and will not be changed during the life of the Loan. Interest will be calculated based upon actual days over a 365-day year.
|
H.
|
Payment Allocation: Lender will apply each installment payment first to pay interest accrued to the day Lender received the payment, then to bring principal current, and will apply any remaining balance to reduce principal.
|
I.
|
Loan Prepayment: Notwithstanding any provision in this Note to the contrary, Borrower may prepay this Note at any time without penalty. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must: (i) give Lender written notice; (ii) pay all accrued interest; and (iii) if the prepayment is received less than 21 days from the date Lender received the notice, pay an amount equal to 21 days interest from the date Lender received the notice, less any interest accrued during the 21 days and paid under (ii) of this paragraph. If Borrower does not prepay within 30 days from the date Lender received the notice, Borrower must give Lender a new notice.
|
4.
|
NON-RECOURSE: Lender and SBA shall have no recourse against any individual shareholder, member or partner of Borrower for non-payment of the loan, except to the extent that such shareholder, member or partner uses the loan proceeds for an unauthorized purpose.
|
5.
|
USE OF PROCEEDS:
|
6.
|
DEFAULT:
|
A.
|
Fails to do anything required by this Note and other Loan Documents;
|
B.
|
Does not disclose, or anyone acting on its behalf does not disclose, any material fact to Lender or SBA;
|
C.
|
Makes, or anyone acting on its behalf makes, a materially false or misleading representation to Lender or SBA;
|
D.
|
Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent;
|
E.
|
Does any of the following after Lender makes a determination (an “Adverse Forgiveness Determination”) that the Loan is not entitled to full forgiveness (or in such other period as specified below):
|
(i)
|
Defaults on any other loan with Lender;
|
(ii)
|
Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;
|
(iii)
|
Fails to pay any taxes when due;
|
(iv)
|
Becomes the subject of a proceeding under any bankruptcy or insolvency law;
|
(v)
|
Has a receiver or liquidator appointed for any part of their business or property;
|
(vi)
|
Makes an assignment for the benefit of creditors;
|
(vii)
|
Has any adverse change in financial condition or business operation from the date of this Note that continues after the Adverse Forgiveness Determination and that Lender believes may materially affect Borrower’s ability to pay this Note; or
|
(viii)
|
Becomes the subject of a civil or criminal action from the date of this Note that continues after the Adverse Forgiveness Determination and that Lender believes may materially affect Borrower’s ability to pay this Note.
|
7.
|
LENDER’S RIGHTS IF THERE IS A DEFAULT:
|
A.
|
Require immediate payment of all amounts owing under this Note; or
|
B.
|
File suit and obtain judgment.
|
8.
|
LENDER’S GENERAL POWERS:
|
A.
|
Incur expenses to collect amounts due under this Note and enforce the terms of this Note or any other Loan Document. Among other things, the expenses may include reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance; and
|
B.
|
Take any action necessary to collect amounts owing on this Note.
|
9.
|
WHEN FEDERAL LAW APPLIES:
|
10.
|
SUCCESSORS AND ASSIGNS:
|
11.
|
GENERAL PROVISIONS:
|
A.
|
All individuals and entities signing this Note are jointly and severally liable.
|
B.
|
Borrower waives all suretyship defenses.
|
C.
|
Borrower must sign all documents necessary at any time to comply with the Loan Documents.
|
D.
|
Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.
|
E.
|
Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.
|
F.
|
If any part of this Note is unenforceable, all other parts remain in effect.
|
G.
|
To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor. Borrower also waives any defenses based upon any claim that Lender did not obtain any guarantee or collateral.
|
12.
|
STATE-SPECIFIC PROVISIONS:
|
13.
|
ARBITRATION CLAUSE:
|
14.
|
BORROWER’S NAME AND SIGNATURE:
|
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: May 14, 2020
|
/s/ OLIVER PEOPLES
|
|
|
Name:
|
Oliver Peoples
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer)
|
Dated: May 14, 2020
|
/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: May 14, 2020
|
/s/ OLIVER PEOPLES
|
|
Oliver Peoples
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
Dated: May 14, 2020
|
/s/ CHARLES B. HAASER
|
|
Charles B. Haaser
|
|
Chief Accounting Officer
|
|
(Principal Financial and Accounting Officer)
|