|
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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|
||
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||
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|
Item
|
|
|
|
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
Assets
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,290
|
|
|
$
|
5,417
|
|
Short-term investments
|
5,211
|
|
|
5,700
|
|
||
Accounts receivable
|
13
|
|
|
72
|
|
||
Unbilled receivables
|
59
|
|
|
20
|
|
||
Prepaid expenses and other current assets
|
417
|
|
|
475
|
|
||
Total current assets
|
8,990
|
|
|
11,684
|
|
||
Restricted cash
|
254
|
|
|
332
|
|
||
Property and equipment, net
|
978
|
|
|
1,243
|
|
||
Right-of-use assets
|
2,879
|
|
|
3,141
|
|
||
Other assets
|
265
|
|
|
318
|
|
||
Total assets
|
$
|
13,366
|
|
|
$
|
16,718
|
|
|
|
|
|
||||
Liabilities, Convertible Preferred Stock and Stockholders’ Equity (Deficit)
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
150
|
|
|
$
|
279
|
|
Accrued expenses
|
882
|
|
|
1,326
|
|
||
Lease liabilities
|
430
|
|
|
602
|
|
||
Total current liabilities
|
1,462
|
|
|
2,207
|
|
||
Lease liabilities, net of current portion
|
3,400
|
|
|
3,619
|
|
||
Warrant liability
|
—
|
|
|
14,977
|
|
||
Other long-term liabilities
|
17
|
|
|
—
|
|
||
Total liabilities
|
4,879
|
|
|
20,803
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
||||
Series B Convertible Preferred Stock ($0.01 par value per share); 0 and 5,750 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively
|
—
|
|
|
—
|
|
||
Stockholders’ Equity (Deficit):
|
|
|
|
||||
Series A Convertible Preferred Stock ($0.01 par value per share); 0 shares and 796 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively
|
—
|
|
|
—
|
|
||
Common stock ($0.01 par value per share); 60,000,000 shares authorized at June 30, 2020 and December 31, 2019; 1,972,798 and 933,423 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively
|
20
|
|
|
9
|
|
||
Additional paid-in capital
|
378,924
|
|
|
360,926
|
|
||
Accumulated other comprehensive loss
|
(167
|
)
|
|
(126
|
)
|
||
Accumulated deficit
|
(370,290
|
)
|
|
(364,894
|
)
|
||
Total stockholders’ equity (deficit)
|
8,487
|
|
|
(4,085
|
)
|
||
Total liabilities, convertible preferred stock and stockholders’ equity (deficit)
|
$
|
13,366
|
|
|
$
|
16,718
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30,
|
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Grant revenue
|
$
|
221
|
|
|
$
|
318
|
|
|
$
|
400
|
|
|
$
|
442
|
|
Total revenue
|
221
|
|
|
318
|
|
|
400
|
|
|
442
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
1,179
|
|
|
1,191
|
|
|
2,639
|
|
|
2,414
|
|
||||
General and administrative
|
1,179
|
|
|
1,025
|
|
|
2,566
|
|
|
2,211
|
|
||||
Total expenses
|
2,358
|
|
|
2,216
|
|
|
5,205
|
|
|
4,625
|
|
||||
Loss from operations
|
(2,137
|
)
|
|
(1,898
|
)
|
|
(4,805
|
)
|
|
(4,183
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Change in fair value of warrants
|
—
|
|
|
—
|
|
|
(957
|
)
|
|
—
|
|
||||
Loan forgiveness income (Note 9)
|
333
|
|
|
—
|
|
|
333
|
|
|
—
|
|
||||
Other income (expense), net
|
15
|
|
|
27
|
|
|
48
|
|
|
52
|
|
||||
Total other income (expense)
|
348
|
|
|
27
|
|
|
(576
|
)
|
|
52
|
|
||||
Net loss before income tax expense
|
(1,789
|
)
|
|
(1,871
|
)
|
|
(5,381
|
)
|
|
(4,131
|
)
|
||||
Income tax expense
|
(7
|
)
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
||||
Net loss
|
$
|
(1,796
|
)
|
|
$
|
(1,871
|
)
|
|
$
|
(5,396
|
)
|
|
$
|
(4,131
|
)
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net loss per share
|
$
|
(0.92
|
)
|
|
$
|
(5.99
|
)
|
|
$
|
(2.95
|
)
|
|
$
|
(14.36
|
)
|
|
|
|
|
|
|
|
|
||||||||
Number of shares used in per share calculations:
|
|
|
|
|
|
|
|
||||||||
Basic and diluted
|
1,957,927
|
|
|
312,342
|
|
|
1,827,526
|
|
|
287,592
|
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
2020
|
|
2019
|
||||||||
Net loss:
|
$
|
(1,796
|
)
|
|
$
|
(1,871
|
)
|
$
|
(5,396
|
)
|
|
$
|
(4,131
|
)
|
Other comprehensive loss
|
|
|
|
|
|
|
||||||||
Change in unrealized gain (loss) on investments
|
(15
|
)
|
|
—
|
|
7
|
|
|
—
|
|
||||
Change in foreign currency translation adjustment
|
7
|
|
|
(3
|
)
|
(48
|
)
|
|
(8
|
)
|
||||
Total other comprehensive loss
|
(8
|
)
|
|
(3
|
)
|
(41
|
)
|
|
(8
|
)
|
||||
Comprehensive loss
|
$
|
(1,804
|
)
|
|
$
|
(1,874
|
)
|
$
|
(5,437
|
)
|
|
$
|
(4,139
|
)
|
|
Six Months Ended
June 30, |
||||||
|
2020
|
|
2019
|
||||
Cash flows from operating activities
|
|
|
|
||||
Net loss
|
$
|
(5,396
|
)
|
|
$
|
(4,131
|
)
|
Adjustments to reconcile net loss to cash used in operating activities:
|
|
|
|
||||
Depreciation
|
91
|
|
|
100
|
|
||
Change in fair value of warrants
|
957
|
|
|
—
|
|
||
Loss on disposal of fixed assets
|
206
|
|
|
—
|
|
||
Charge for 401(k) company common stock match
|
66
|
|
|
49
|
|
||
Stock-based compensation
|
297
|
|
|
275
|
|
||
Non-cash lease expense
|
262
|
|
|
299
|
|
||
Deferred tax provision
|
27
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
59
|
|
|
(54
|
)
|
||
Unbilled receivables
|
(39
|
)
|
|
(37
|
)
|
||
Prepaid expenses and other assets
|
84
|
|
|
(10
|
)
|
||
Accounts payable
|
(129
|
)
|
|
(62
|
)
|
||
Accrued expenses
|
(390
|
)
|
|
(102
|
)
|
||
Lease liabilities
|
(391
|
)
|
|
(404
|
)
|
||
Other liabilities
|
17
|
|
|
—
|
|
||
Net cash used for operating activities
|
(4,279
|
)
|
|
(4,077
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
||||
Purchase of property and equipment
|
(42
|
)
|
|
(13
|
)
|
||
Proceeds from sale of property and equipment
|
10
|
|
|
—
|
|
||
Purchase of short-term investments
|
(503
|
)
|
|
(998
|
)
|
||
Proceeds from the sale and maturity of short-term investments
|
999
|
|
|
2,746
|
|
||
Net cash provided by investing activities
|
464
|
|
|
1,735
|
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
||||
Proceeds from warrants exercised (Note 12)
|
1,658
|
|
|
—
|
|
||
Proceeds from registered direct offering, net of issuance costs
|
—
|
|
|
2,583
|
|
||
Taxes paid on employees' behalf related to vesting of stock awards
|
—
|
|
|
(4
|
)
|
||
Net cash provided by financing activities
|
1,658
|
|
|
2,579
|
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(48
|
)
|
|
(8
|
)
|
||
|
|
|
|
||||
Net (decrease) increase in cash, cash equivalents and restricted cash
|
(2,205
|
)
|
|
229
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
5,749
|
|
|
3,355
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
3,544
|
|
|
$
|
3,584
|
|
|
Three Months Ended June 30, 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, March 31, 2020
|
—
|
|
|
$
|
—
|
|
296
|
|
|
$
|
—
|
|
|
1,923,184
|
|
|
$
|
19
|
|
|
$
|
377,963
|
|
|
$
|
(159
|
)
|
|
$
|
(368,494
|
)
|
|
$
|
9,329
|
|
Non-cash stock-based compensation expense
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|
—
|
|
|
—
|
|
|
194
|
|
|||||||
Issuance of common stock for 401(k) match
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
10,114
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
Issuance of common stock for warrant exercise (Note 12)
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
2,500
|
|
|
—
|
|
|
730
|
|
|
|
|
|
|
730
|
|
|||||||||
Issuance of common stock upon conversion of Series A Convertible Preferred Stock
|
—
|
|
|
—
|
|
(296
|
)
|
|
—
|
|
|
37,000
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Effect of foreign currency translation and unrealized loss on investments
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,796
|
)
|
|
(1,796
|
)
|
|||||||
Balance, June 30, 2020
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
|
1,972,798
|
|
|
$
|
20
|
|
|
$
|
378,924
|
|
|
$
|
(167
|
)
|
|
$
|
(370,290
|
)
|
|
$
|
8,487
|
|
|
Three Months Ended June 30, 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, March 31, 2019
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
|
311,690
|
|
|
$
|
3
|
|
|
$
|
360,505
|
|
|
$
|
(115
|
)
|
|
$
|
(354,198
|
)
|
|
$
|
6,195
|
|
Non-cash stock-based compensation expense
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|||||||
Issuance of common stock for 401(k) match
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
546
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||||
Issuance of common stock for restricted unit release, net of 2,449 shares withheld for employee taxes
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
Effect of foreign currency translation and unrealized loss on investments
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,871
|
)
|
|
(1,871
|
)
|
|||||||
Balance, June 30, 2019
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
|
312,352
|
|
|
$
|
3
|
|
|
$
|
360,638
|
|
|
$
|
(118
|
)
|
|
$
|
(356,069
|
)
|
|
$
|
4,454
|
|
|
Six Months Ended June 30, 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' (Deficit) Equity
|
|||||||||||||||||
Balance, December 31, 2019
|
5,750
|
|
|
$
|
—
|
|
796
|
|
|
$
|
—
|
|
|
933,423
|
|
|
$
|
9
|
|
|
$
|
360,926
|
|
|
$
|
(126
|
)
|
|
$
|
(364,894
|
)
|
|
$
|
(4,085
|
)
|
Non-cash stock-based compensation expense
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
354
|
|
|
—
|
|
|
—
|
|
|
354
|
|
|||||||
Issuance of common stock for 401(k) match
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
13,829
|
|
|
—
|
|
|
63
|
|
|
—
|
|
|
—
|
|
|
63
|
|
|||||||
Issuance of common stock for warrant exercise
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
207,296
|
|
|
2
|
|
|
1,656
|
|
|
—
|
|
|
—
|
|
|
1,658
|
|
|||||||
Issuance of common stock upon conversion of Series A Convertible Preferred Stock
|
—
|
|
|
—
|
|
(796
|
)
|
|
—
|
|
|
99,500
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
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
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
(41
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,396
|
)
|
|
(5,396
|
)
|
|||||||
Balance, June 30, 2020
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
|
1,972,798
|
|
|
$
|
20
|
|
|
$
|
378,924
|
|
|
$
|
(167
|
)
|
|
$
|
(370,290
|
)
|
|
$
|
8,487
|
|
|
Six Months Ended June 30, 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
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|||||||
Issuance of common stock for 401(k) match
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|
—
|
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||||
Issuance of stock for restricted stock unit vesting, net of 2,449 shares withheld for employee taxes
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
116
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||||
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
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,131
|
)
|
|
(4,131
|
)
|
|||||||
Balance, June 30, 2019
|
—
|
|
|
$
|
—
|
|
—
|
|
|
$
|
—
|
|
|
312,352
|
|
|
$
|
3
|
|
|
$
|
360,638
|
|
|
$
|
(118
|
)
|
|
$
|
(356,069
|
)
|
|
$
|
4,454
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
Cash and cash equivalents
|
$
|
3,290
|
|
|
$
|
5,417
|
|
Restricted cash
|
254
|
|
|
332
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
3,544
|
|
|
$
|
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
June 30, |
Six Months Ended
June 30, |
||||||||
|
2020
|
|
2019
|
2020
|
|
2019
|
||||
Options
|
162,822
|
|
|
50,707
|
|
115,427
|
|
|
46,883
|
|
Restricted Stock Awards
|
17,000
|
|
|
—
|
|
13,170
|
|
|
85
|
|
Series A Convertible Preferred Stock
|
12,166
|
|
|
—
|
|
25,613
|
|
|
—
|
|
Series B Convertible Preferred Stock
|
—
|
|
|
—
|
|
63,187
|
|
|
—
|
|
Warrants
|
2,843,699
|
|
|
175,995
|
|
2,843,699
|
|
|
175,995
|
|
Total
|
3,035,687
|
|
|
226,702
|
|
3,061,096
|
|
|
222,963
|
|
|
Accumulated Cost at June 30, 2020
|
|
Unrealized
|
|
Market Value at June 30, 2020
|
||||||||||
|
|
Gain
|
|
(Loss)
|
|
||||||||||
Short-term investments
|
|
|
|
|
|
|
|
||||||||
Government securities
|
$
|
5,204
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
5,211
|
|
Total
|
$
|
5,204
|
|
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
5,211
|
|
|
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 value 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 value 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)
|
|
June 30, 2020
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
$
|
2,438
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,438
|
|
Short-term investments:
|
|
|
|
|
|
|
|
||||||||
U.S. government and agency securities
|
—
|
|
|
5,211
|
|
|
—
|
|
|
5,211
|
|
||||
Total assets
|
$
|
2,438
|
|
|
$
|
5,211
|
|
|
$
|
—
|
|
|
$
|
7,649
|
|
|
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
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||||
Employee compensation and benefits
|
$
|
517
|
|
|
$
|
669
|
|
Leased facilities
|
54
|
|
|
51
|
|
||
Professional services
|
151
|
|
|
327
|
|
||
Other
|
160
|
|
|
279
|
|
||
Total accrued expenses
|
$
|
882
|
|
|
$
|
1,326
|
|
|
Number of
Shares
|
|
Weighted Average
Exercise Price
|
|||
Outstanding at December 31, 2019
|
62,065
|
|
|
$
|
178.95
|
|
Granted
|
261,992
|
|
|
$
|
5.91
|
|
Exercised
|
—
|
|
|
$
|
—
|
|
Forfeited
|
(721
|
)
|
|
$
|
48.40
|
|
Expired
|
(615
|
)
|
|
$
|
2,318.91
|
|
Outstanding at June 30, 2020
|
322,721
|
|
|
$
|
34.68
|
|
|
|
|
|
|||
Vested and expected to vest at June 30, 2020
|
322,721
|
|
|
$
|
34.68
|
|
Options exercisable at June 30, 2020
|
46,233
|
|
|
$
|
183.33
|
|
|
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 June 30, 2020
|
17,000
|
|
0.62
|
Year ended December 31,
|
Undiscounted Cash Flows
|
||
2020 (July to December)
|
$
|
346
|
|
2021
|
704
|
|
|
2022
|
726
|
|
|
2023
|
749
|
|
|
2024
|
771
|
|
|
Thereafter
|
1,540
|
|
|
Total undiscounted future lease payments
|
4,836
|
|
|
Discount
|
(1,006
|
)
|
|
Total lease liabilities
|
$
|
3,830
|
|
Short-term lease liability
|
$
|
430
|
|
Long-term lease liability
|
$
|
3,400
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
|
2020
|
|
2019
|
|
2020
|
|
2019
|
||||||||
Lease cost:
|
|
|
|
|
|
|
|
||||||||
Operating lease cost
|
$
|
183
|
|
|
$
|
257
|
|
|
$
|
386
|
|
|
$
|
516
|
|
Short-term lease cost
|
123
|
|
|
108
|
|
|
306
|
|
|
254
|
|
||||
Sublease income
|
(142
|
)
|
|
(134
|
)
|
|
(279
|
)
|
|
(258
|
)
|
||||
Total lease cost, net
|
$
|
164
|
|
|
$
|
231
|
|
|
$
|
413
|
|
|
$
|
512
|
|
|
|
|
|
|
|
|
|
||||||||
Other information as of:
|
|
|
|
|
June 30, 2020
|
|
December 31, 2019
|
||||||||
Weighted-average remaining lease term (years)
|
|
|
|
|
6.4
|
|
6.7
|
||||||||
Weighted-average discount rate
|
|
|
|
|
7.25%
|
|
7.24%
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
||||||||
Three Months Ended June 30, 2020:
|
|
|
|
|
|
|
|
||||||||
Grant revenue from external customers
|
$
|
154
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
221
|
|
Inter-geographic revenues
|
—
|
|
|
373
|
|
|
(373
|
)
|
|
—
|
|
||||
Revenues
|
$
|
154
|
|
|
$
|
440
|
|
|
$
|
(373
|
)
|
|
$
|
221
|
|
|
|
|
|
|
|
|
|
||||||||
Three Months Ended June 30, 2019:
|
|
|
|
|
|
|
|
||||||||
Grant revenue from external customers
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
318
|
|
Inter-geographic revenues
|
—
|
|
|
499
|
|
|
(499
|
)
|
|
—
|
|
||||
Revenues
|
$
|
318
|
|
|
$
|
499
|
|
|
$
|
(499
|
)
|
|
$
|
318
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2020:
|
|
|
|
|
|
|
|
||||||||
Net revenues from external customers
|
$
|
333
|
|
|
$
|
67
|
|
|
$
|
—
|
|
|
$
|
400
|
|
Inter-geographic revenues
|
—
|
|
|
777
|
|
|
(777
|
)
|
|
—
|
|
||||
Net revenues
|
$
|
333
|
|
|
$
|
844
|
|
|
$
|
(777
|
)
|
|
$
|
400
|
|
|
|
|
|
|
|
|
|
||||||||
Six Months Ended June 30, 2019:
|
|
|
|
|
|
|
|
||||||||
Net revenues from external customers
|
$
|
442
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
442
|
|
Inter-geographic revenues
|
—
|
|
|
836
|
|
|
(836
|
)
|
|
—
|
|
||||
Net revenues
|
$
|
442
|
|
|
$
|
836
|
|
|
$
|
(836
|
)
|
|
$
|
442
|
|
|
U.S.
|
|
Canada
|
|
Eliminations
|
|
Total
|
||||||||
June 30, 2020
|
$
|
932
|
|
|
$
|
46
|
|
|
$
|
—
|
|
|
$
|
978
|
|
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 was convertible into shares of common stock at any time using a conversion ratio of $8.00 per share. As of June 30, 2020, all of the shares of the Series A Convertible Preferred Stock had converted to 313,000 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.
|
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
|
|
580,727
|
|
|
$
|
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
|
|
2,843,699
|
|
|
|
|
|
|
June 30,
2020 |
|
December 31,
2019 |
||
Stock Options
|
322,721
|
|
|
62,065
|
|
RSUs
|
17,000
|
|
|
—
|
|
Series A Convertible Preferred Stock - November 2019 Public Offering
|
—
|
|
|
99,500
|
|
Warrants
|
2,843,699
|
|
|
175,995
|
|
Total number of common shares reserved for future issuance
|
3,183,420
|
|
|
337,560
|
|
Program Title
|
|
Funding
Agency
|
|
Total Government Funded Appropriations
|
|
Total revenue recognized through June 30, 2020
|
|
Remaining amount to be recognized as of June 30, 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
|
|
|
$
|
1,558
|
|
|
$
|
140
|
|
|
September 2020
|
|
Funding from National Research Council Canada through its Industrial Research Assistance Program (NRC-IRAP) entitled "Innovation Assistance Program"
|
|
National Research Council Canada
|
|
67
|
|
|
67
|
|
|
—
|
|
|
June 2020
|
||||
Total
|
|
|
|
$
|
1,765
|
|
|
$
|
1,625
|
|
|
$
|
140
|
|
|
|
|
Three Months Ended
June 30, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Grant revenue
|
$
|
221
|
|
|
$
|
318
|
|
|
$
|
(97
|
)
|
|
Three Months Ended
June 30, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Research and development expenses
|
$
|
1,179
|
|
|
$
|
1,191
|
|
|
$
|
(12
|
)
|
General and administrative expenses
|
1,179
|
|
|
1,025
|
|
|
154
|
|
|||
Total expenses
|
$
|
2,358
|
|
|
$
|
2,216
|
|
|
$
|
142
|
|
|
Three Months Ended
June 30, |
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Loan forgiveness income
|
$
|
333
|
|
|
$
|
—
|
|
|
$
|
333
|
|
Other income (expense), net
|
15
|
|
|
27
|
|
|
(12
|
)
|
|||
Total other income (expense), net
|
$
|
348
|
|
|
$
|
27
|
|
|
$
|
321
|
|
|
Six Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Grant revenue
|
$
|
400
|
|
|
$
|
442
|
|
|
$
|
(42
|
)
|
|
Six Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Research and development expenses
|
$
|
2,639
|
|
|
$
|
2,414
|
|
|
$
|
225
|
|
General and administrative expenses
|
2,566
|
|
|
2,211
|
|
|
355
|
|
|||
Total expenses
|
$
|
5,205
|
|
|
$
|
4,625
|
|
|
$
|
580
|
|
|
Six Months Ended June 30,
|
|
|
||||||||
|
2020
|
|
2019
|
|
Change
|
||||||
Change in fair value of warrants
|
$
|
(957
|
)
|
|
$
|
—
|
|
|
$
|
(957
|
)
|
Loan forgiveness income
|
333
|
|
|
—
|
|
|
$
|
333
|
|
||
Other income (expense), net
|
48
|
|
|
52
|
|
|
(4
|
)
|
|||
Total other income (expense), net
|
$
|
(576
|
)
|
|
$
|
52
|
|
|
$
|
(628
|
)
|
|
Amended and Restated 2018 Stock Option and Incentive Plan† (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, 2020 formatted in XBRL: (i) Condensed Consolidated Balance Sheets, June 30, 2020 and December 31, 2019; (ii) Condensed Consolidated Statements of Operations, Three and Six Months Ended June 30, 2020 and 2019; (iii) Condensed Consolidated Statements of Comprehensive Loss, Three and Six Months Ended June 30, 2020 and 2019; (iv) Condensed Consolidated Statements of Cash Flows, Six Months Ended June 30, 2020 and 2019; (v) Condensed Consolidated Statements of Series B Convertible Preferred Stock and Stockholders' (Deficit) Equity, Three and Six Months Ended June 30, 2020 and 2019; and (vi) Notes to Consolidated Financial Statements.
|
†
|
|
Indicates a management contract or any compensatory plan, contract or arrangement.
|
|
YIELD10 BIOSCIENCE, INC.
|
|
|
|
|
|
|
|
August 11, 2020
|
By:
|
/s/ OLIVER PEOPLES
|
|
|
Oliver Peoples
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
August 11, 2020
|
By:
|
/s/ CHARLES B. HAASER
|
|
|
Charles B. Haaser
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1.
|
DEFINITIONS.
|
2.
|
PURPOSES OF THE PLAN.
|
3.
|
SHARES SUBJECT TO THE PLAN.
|
4.
|
ADMINISTRATION OF THE PLAN.
|
5.
|
ELIGIBILITY FOR PARTICIPATION.
|
6.
|
TERMS AND CONDITIONS OF OPTIONS.
|
(i)
|
Exercise Price: Each Option Agreement shall state the exercise price (per share) of the Shares covered by each Option, which exercise price shall be determined by the Administrator and shall be at least equal to the Fair Market Value per share of the Common Stock on the date of grant of the Option.
|
(ii)
|
Number of Shares: Each Option Agreement shall state the number of Shares to which it pertains.
|
(iii)
|
Vesting: Each Option Agreement shall state the date or dates on which it first is exercisable and the date after which it may no longer be exercised, and may provide that the Option rights accrue or become exercisable in installments over a period of months or years, or upon the occurrence of certain performance conditions or the attainment of stated goals or events.
|
(iv)
|
Additional Conditions: Exercise of any Option may be conditioned upon the Participant’s execution of a shareholder’s agreement in a form
|
A.
|
The Participant’s or the Participant’s Survivors’ right to sell or transfer the Shares may be restricted; and
|
B.
|
The Participant or the Participant’s Survivors may be required to execute letters of investment intent and must also acknowledge that the Shares will bear legends noting any applicable restrictions.
|
(v)
|
Term of Option: Each Option shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide.
|
(i)
|
Minimum standards: The ISO shall meet the minimum standards required of Non‑Qualified Options, as described in Paragraph 6(a) above, except clause (i) and (v) thereunder.
|
(ii)
|
Exercise Price: Immediately before the ISO is granted, if the Participant owns, directly or by reason of the applicable attribution rules in Section 424(d) of the Code:
|
A.
|
10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 100% of the Fair Market Value per share of the Common Stock on the date of grant of the Option; or
|
B.
|
More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, the exercise price per share of the Shares covered by each ISO shall not be less than 110% of the Fair Market Value per share of the Common Stock on the date of grant of the Option.
|
(iii)
|
Term of Option: For Participants who own:
|
A.
|
10% or less of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than ten years from the date of the grant or at such earlier time as the Option Agreement may provide; or
|
B.
|
More than 10% of the total combined voting power of all classes of stock of the Company or an Affiliate, each ISO shall terminate not more than five years from the date of the grant or at such earlier time as the Option Agreement may provide.
|
(iv)
|
Limitation on Yearly Exercise: The Option Agreements shall restrict the amount of ISOs which may become exercisable in any calendar year (under this or any other ISO plan of the Company or an Affiliate) so that the aggregate Fair Market Value (determined on the date each ISO is granted) of the stock with respect to which ISOs are exercisable for the first time by the Participant in any calendar year does not exceed $100,000.
|
7.
|
TERMS AND CONDITIONS OF STOCK GRANTS.
|
8.
|
TERMS AND CONDITIONS OF OTHER STOCK-BASED AWARDS.
|
9.
|
PERFORMANCE-BASED AWARDS.
|
10.
|
EXERCISE OF OPTIONS AND ISSUE OF SHARES.
|
11.
|
PAYMENT IN CONNECTION WITH THE ISSUANCE OF STOCK GRANTS AND STOCK-BASED AWARDS AND ISSUE OF SHARES.
|
12.
|
RIGHTS AS A SHAREHOLDER.
|
13.
|
ASSIGNABILITY AND TRANSFERABILITY OF STOCK RIGHTS.
|
14.
|
EFFECT ON OPTIONS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE OR DEATH OR DISABILITY.
|
15.
|
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR CAUSE.
|
16.
|
EFFECT ON OPTIONS OF TERMINATION OF SERVICE FOR DISABILITY.
|
17.
|
EFFECT ON OPTIONS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.
|
18.
|
EFFECT OF TERMINATION OF SERVICE ON UNACCEPTED STOCK GRANTS AND STOCK-BASED AWARDS.
|
19.
|
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE OTHER THAN FOR CAUSE, DEATH OR DISABILITY.
|
20.
|
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR CAUSE.
|
21.
|
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF TERMINATION OF SERVICE FOR DISABILITY.
|
22.
|
EFFECT ON STOCK GRANTS AND STOCK-BASED AWARDS OF DEATH WHILE AN EMPLOYEE, DIRECTOR OR CONSULTANT.
|
23.
|
PURCHASE FOR INVESTMENT.
|
24.
|
DISSOLUTION OR LIQUIDATION OF THE COMPANY.
|
25.
|
ADJUSTMENTS.
|
26.
|
ISSUANCES OF SECURITIES.
|
27.
|
FRACTIONAL SHARES.
|
28.
|
WITHHOLDING.
|
29.
|
NOTICE TO COMPANY OF DISQUALIFYING DISPOSITION.
|
30.
|
TERMINATION OF THE PLAN.
|
31.
|
AMENDMENT OF THE PLAN AND AGREEMENTS.
|
32.
|
EMPLOYMENT OR OTHER RELATIONSHIP.
|
33.
|
SECTION 409A.
|
34.
|
INDEMNITY.
|
35.
|
CLAWBACK.
|
36.
|
GOVERNING LAW.
|
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, 2020
|
/s/ OLIVER PEOPLES
|
|
|
Name:
|
Oliver Peoples
|
|
Title:
|
President and Chief Executive Officer
(Principal Executive Officer)
|
Dated: August 11, 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: August 11, 2020
|
/s/ OLIVER PEOPLES
|
|
Oliver Peoples
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
Dated: August 11, 2020
|
/s/ CHARLES B. HAASER
|
|
Charles B. Haaser
|
|
Chief Accounting Officer
|
|
(Principal Financial and Accounting Officer)
|