yten-20231231

This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These statements relate to our future plans, objectives, expectations and intentions and may be identified by words such as "may," "will," "should," "expects," "plans," "anticipate," "intends," "target," "projects," "contemplates," "believe," "estimates," "predicts," "potential," and "continue," or similar words.

Although we believe that our expectations are based on reasonable assumptions within the limits of our knowledge of our business and operations, the forward-looking statements contained in this document are neither promises nor guarantees. Our business is subject to significant risks and uncertainties and there can be no assurance that our actual results will not differ materially from our expectations. These forward-looking statements include, but are not limited to, statements concerning our business plans and strategies; expected future financial results and cash requirements; plans for obtaining additional funding; plans and expectations that depend on our ability to continue as a going concern; and plans for development and commercialization of our crop yield traits, technologies and intellectual property. Such forward-looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated including, without limitation, risks related to our limited cash resources, uncertainty about our ability to secure additional funding, risks related to the execution of our business plans and strategies, risks associated with the protection and enforcement of our intellectual property rights, as well as other risks and uncertainties set forth below under the caption "Risk Factors" in Part I, Item 1A, of this report.

We are pursuing Camelina seed oil products for two market opportunities and value chains. Each product has its own set of scale requirements, value proposition and challenges. The first product, is seed oil produced by Camelina which has been genetically engineered to enable production of high levels of the omega-3 fatty acids eicosapentanoic acid (EPA) and docosahexanoic acid (DHA). Our development is driven by the growing demand for new sources of omega-3 ingredients and the production constraints and supply volatility of the traditional raw material source fish oil. This growing omega-3 supply gap offers a market opportunity with the potential for revenue and margin growth at acreage levels operationally accessible to Yield10. When commercially available, the Company's omega-3 products will address an unmet need for a reliable, scalable supply of EPA and DHA omega-3 ingredients for aquaculture and pet/animal feed. Multiple opportunities exist for further product development to address higher value markets for omega-3 oils in nutraceuticals and pharmaceuticals. Earlier this year we received regulatory approval from USDA-APHIS for two engineered Camelina lines, the first produces our EPA Omega-3 product and the second produces our EPA+DHA Omega-3 product.

In early 2024, we adjusted our commercial strategy for biofuels to focus on providing research and development services to third parties interested in Camelina for biofuels with the goal of generating service and licensing revenues from our advanced Camelina technology capabilities, varieties and traits. This decision reflects the current excess supply of soybean oil for the biofuels market as well as the challenges the Company faced in the current financing environment as a small cap pre-revenue company. Over the past four years, Yield10 has developed proprietary, engineered spring and winter Camelina varieties, including herbicide tolerant (“HT”) and stacked herbicide tolerant (“stacked HT”) traits which form the genetic foundation for introducing commercial-quality Camelina varieties tailored to address our target markets. Based on this biofuels strategy, we recently signed our first non-exclusive global, commercial license with Vision Bioenergy Oilseeds for certain Camelina lines and herbicide tolerance traits. Going forward, we plan to continue executing partnerships and other types of agreements for the development of Camelina technologies used in the production of biofuels. Yield10 is headquartered in Woburn, Massachusetts and has a Canadian subsidiary, Yield10 Oilseeds Inc., located in Saskatoon, Saskatchewan, Canada.

We selected Camelina, an annual oilseed plant in the mustard family, as our platform crop based on its unique attributes, including its excellent agronomic traits, such as low water and fertilizer input, drought resistance and its short growing cycle. Based on Camelina's flexible agronomic profile, we believe growers have the option of using Camelina as a winter cover crop, as a relay crop with soybean in the U.S. Midwest, and as a spring rotation crop within the U.S. and regions of Canada. Meeting the growing demand for biofuel feedstocks in North America will require tens of millions of acres of new non-food oilseed production. Given today's crop production practices, the best way to access this acreage scale is through double cropping using short season winter oilseeds as cash cover crops integrated into crop rotations in a second growing season with the major food crops corn and soybean. Winter cover crops reduce soil erosion and nutrient runoff, promote soil health and trap subsoil moisture. Camelina is in the same plant family as canola and naturally produces a relatively abundant harvest of oil-containing protein-rich seeds. Camelina has no close plant relatives in North America and as a new non-food crop it is readily segregated from commodity crops making it advantaged for producing novel seed products. This dramatically simplifies the regulatory path for engineered products in North America. Planting, harvesting, storage and transportation of Camelina does not require growers to make capital investments in new equipment. The grain can be processed in soft seed (e.g. canola) crushing facilities, using either cold press or solvent extraction and the residual protein meal can be used in certain animal feed rations in the U.S. and Canada once regulatory approval has been obtained. To unlock this potential and make Camelina an attractive option for farmers, we are developing and plan to commercialize advanced varieties with elite weed control herbicide tolerance traits, improved agronomic performance, and increased crop value.

We learned through our interactions with growers that developing elite weed control technology for Camelina to enable seamless integration into current crop rotations is a critical factor in achieving large-scale adoption of Camelina as a new crop. As a result, we prioritized the development of herbicide tolerant Camelina over the past four years. We have successfully developed commercial-quality Camelina varieties containing an HT trait for glufosinate tolerance alone or as a stacked HT trait for glufosinate tolerance in combination with tolerance to Group 2 herbicides, specifically including tolerance to both imidazolinones (“IMI”) and sulfonylureas (“SU”). The prevalence and persistence of Group 2 soil residues in some production regions limit the amount of land available for planting conventional Camelina. In November of 2023, our HT and stacked HT technologies received regulatory approval from USDA-APHIS indicating that the agency does not consider our Camelina varieties with these traits to be regulated in the United States. In early 2024, over 50 acres of our spring E3902 HT Camelina was harvested from a contra season seed scale-up conducted in Chile. This accomplishment from first field trials of HT Camelina in the spring of 2022 to regulatory approval in Q4 of 2023 and seed bulk up to tonnage scale in Q1, 2024 reflects Yield10's development strengths. We believe this outcome together with the more recent approvals for our Omega-3 Camelina reflects the favorable regulatory path for engineered Camelina in the U.S. and bodes well for the accelerated development of this crop using Yield10s advanced technology, gene traits and capabilities. We plan to continue our development work with spring E3902 stack HT Camelina and winter stack HT Camelina during early 2024, in order to continue our assessment of the efficacy of the traits in-field agronomics, seed yields and oil content. In February of 2024 we signed a non-exclusive commercial license for the HT and stacked HT traits with Vision Bioenergy Oilseeds (“Vision”) to enable Vision to begin scaling up Camelina production for the biofuel market.

In October of 2023, we executed our option with The Rothamsted Institute ("Rothamsted") to acquire an exclusive, global commercial license to advanced Omega-3 Camelina technology. We expect to secure this license in the second quarter of 2024. As a result of industry interest in new sources of omega-3, in October of 2023 we signed a Letter of Intent (“LOI”) with BioMar Group, an industry leader in the production of aquafeed for salmon farming, with the intent of forming a collaboration to commercially produce the oil from Omega-3 Camelina to supply this market. The omega-3 fatty acids EPA and DHA are essential for human health and wellness, and the primary dietary source of these nutrients is ocean

harvested fish oil. For clarity, we are using “fish oil” to include oil containing EPA and DHA omega-3 fatty acids extracted from ocean harvested fish and Krill. A third omega-3 fatty acid, alpha-linoleic acid (ALA), is also considered essential for human health and wellness. ALA is readily available from vegetable oils, including canola, soybean, flaxseed and Camelina however, plants on the other hand do not make EPA or DHA. Fish oil containing EPA and DHA purified from harvested fish, such as anchovies, is an important ingredient in the production of feed used in salmon aquafarming. Salmon is a preferred high quality protein source in the human diet and today over 85% of the salmon consumed globally is produced through aquafarming. EPA and DHA are essential feed components for farmed salmon to protect fish health during production and to provide market differentiation of the product as healthier protein source based on its omega-3 content. The growing market for farmed salmon and expanded use of omega-3 fatty acids in human nutrition, nutraceutical, pet food and other markets has placed additional pressure on harvested fish as a source of fish oil. Significant disruptions to omega-3 oil supply occurred in 2023 causing sharp increases in fish oil prices. Industry sources project a deficit in omega-3 supply to meet growing demand of over 500,000 tons per year by 2030.

Under our collaboration, Rothamsted provided us with both the two Omega-3 Camelina varieties that produce seed oil with 16-20% EPA or seed oil with 10% EPA and 10% DHA content. In 2023, the Company filed requests for Regulatory Status Review (“RSRs”) with USDA-APHIS for both Camelina varieties and both of these were approved in March 2024. In 2023, we planted EPA8 Omega-3 Camelina on 50 acres in contra season in Chile. This EPA8 Omega-3 Camelina was harvested in the first quarter of 2024. Going forward in 2024, we plan to continue executing further seed scale-up of EPA8 Omega-3 Camelina to enable production of the first commercial omega-3 product for use in aquafeed. The Company also expects to begin scaling up DHA1 Omega-3 Camelina in Chile during the fourth quarter of 2024.

We plan to bring both Omega-3 Camelina products forward in development with 2026 being the target for the first commercial-scale production of the EPA8 oil. Herbicide tolerance is critical in Camelina for on-farm performance. We are currently breeding HT traits into both current Omega-3 Camelina varieties to create second generation varieties for large acreage production. As a world leader in Camelina seed genetics and advanced trait technology development, Yield10 shares a common goal with the aquaculture industry including feed and salmon producers to establish the commercial production of thousands of tons of Camelina omega-3 oil as a new scalable, cost effective, and sustainable supplement to fish oil. We believe Camelina omega-3 oil production at scale (50,000 tons per year, based on approximately 200,000 acres) can reduce supply and price volatility in aquafeed and farmed salmon production leading to a potential increase the growth rate of the industry.

Over the course of 2022 and 2023, we gained valuable experience in establishing a closed loop value chain, the model we plan to use for the omega-3 business. We engaged growers in contracts to produce Camelina grain (for processing) and Camelina seed (for future planting) having a total acreage of approximately 1,000 acres for each of the winter and spring growing seasons. We also contracted with growers in the U.S., Canada and Chile to grow our E3902 (spring, high oil yield), WDH2 (winter, increased cold tolerance) and WDH3 (winter, early flowering) and other Camelina plant varieties to produce commercial planting seed. This activity is expected to be an essential part of our business model to produce commercial seed inventory for future grower contracts. During the second half of 2023, we took first-time deliveries of harvested Camelina grain produced under our winter and spring season grower contracts in Western Canada and the United States. Although small in scale, these initial growing seasons represented a proof-of-concept for our Camelina to be used in the commercial biofuel feedstock market.

We are building an intellectual property portfolio around our crop technologies and traits. As of December 31, 2023, Yield10 owns or holds exclusive rights to 18 patent families, including 20 issued patents and 30 pending patent applications. In October of 2023, Yield10 exercised its exclusive option to an exclusive global license to two active patent families of Rothamsted Research, including six issued patents and six pending applications which cover the production of our EPA and EPA+DHA products.

We believe the market opportunity is significant for omega-3 oil and biofuel feedstock oil produced from our elite Camelina varieties, as well as for our other proprietary seed products in development, including performance traits for use in other crops. We are targeting uses for our Camelina seed products in commercial applications such as: a) omega-3 oils for aquaculture and nutrition based on establishing a closed loop production system, and b) low-carbon feedstock oils for biofuels using an R&D services, partnering and licensing model.

Omega-3 (EPA, EPA+DHA) Oils: Long chain omega-3 fatty acids are essential for human nutrition, health and wellness. The three main omega-3 fatty acids are alpha-linolenic acid (“ALA”), eicosapentaenoic acid (“EPA”), and docosahexaenoic acid (“DHA”). EPA and DHA are found primarily in fish and other seafood while ALA is found primarily in plant oils such as flax. Plant oils including canola, soybean, flaxseed and Camelina naturally containing high levels of ALA but plants do not produce EPA or DHA which are found only in marine organisms. The markets and uses for omega-3 fatty acids include aquafeed used for salmon, trout and shrimp feed, pet feed, baby formula, nutraceuticals and pharmaceutical products. Omega-3 fatty acids provide many health benefits, including preventing and managing heart disease. The American Heart Association recommends that everyone eat fish at least twice a week, such as salmon that is high in omega-3 acids, and/or adding fish oils supplements to their diets. In addition, DHA is used as an essential ingredient in baby formula because of its importance in early cognitive development.

The global availability of ocean wild caught fish and krill containing omega-3 oil used in nutritional oils and aquafarming is declining due to overfishing. The primary dietary source of EPA and DHA is the consumption of oily fish or fish oil. Approximately 10% of all fish harvested from the ocean is used to produce fish meal and fish oil with the latter valued primarily as a source of omega-3. Global fish oil production has remained flat at approximately 1 million tons per annum over the last decade. In 2023, there was a significant drop in production of nearly 20% due to the cancellation of the Peru anchovy harvest. Fish oil contains different levels of the omega-3 fatty acids depending on the type of fish and location of the fish harvest. The oil extracted from recent annual anchovy harvests in Peru historically provided almost 20% of global fish oil production and had high levels of EPA (≈ 17%) and DHA (≈ 12%). The higher levels of EPA and DHA in anchovy oil make it a preferred feedstock for producing omega-3 concentrates and derivatives for direct human consumption. Northern hemisphere fish oil contains approximately 12% EPA and 10% DHA. Our vegan EPA and EPA+DHA products produced by Camelina will be attractive clean ingredients for their target markets, free of ocean pollutants including the heavy metals, lead, cadmium and mercury as well as the persistent organic pollutants increasingly prevalent in the oceans. We believe our Camelina oils will provide safety advantages to manufacturers of omega-3 pharmaceuticals and nutraceuticals and these same benefits will also accrue to farmed salmon and other species.

The Omega-3 Deficit: Based on a recent analyst report on Nuseed from UBS and our discussions with prospective customers and partners interested in new sources of EPA and DHA, there is a growing disconnect between the constrained supply from ocean harvested fish and krill with demand growing steadily at around 3% per year for aquafeed and 7-8% for other applications mainly human nutrition. This omega-3 deficit is estimated to increase to around 300,000 -600,000 tons of fish oil equivalent per year.

Fish oil for aquafeed is used primarily to supply three main markets, Chile, Norway and Scotland, as shown in Figure 1. The aquaculture product sector will play a major role in meeting the growing global demand for fish, an important high value protein source in human diets. Sustainable land-based sources of key feed ingredients will need to be developed and adopted to support this demand. This includes high value specialty ingredients, and in particular, new sources of EPA and DHA to replace oil from stagnating supplies of ocean-harvested fish used in feed production. Fish oil supplied from ocean-harvested fish is particularly important for farmed salmon. The Atlantic Salmon aquaculture sector is expected to grow at 4% CAGR through 2026, reaching an annual harvest of over 3 million tonnes. The growth of the salmon farming sector along with increasing additional demand from new nutraceutical product markets for direct human consumption are expected to exceed the world's sustainable supply. In 2021, 4.7 million metric tonnes of fish feed was used globally for salmon aquafarming. Although it can vary, fish oil represented up to 10% of fish feed by weight and is the most expensive ingredient. We estimate that there is approximately 500,000 tons of fish oil consumed annually in salmon feed production.

Global fish oil production has been relatively flat over the last 10 years and some industry experts predict the demand for omega-3 will increase by more than 7% per year over the next 5 years. The demand from salmon farming alone is expected to grow by approximately 4% per year, according to the 2022 Salmon Farming Industry Handbook. The entire aquaculture industry rests on a shaky sustainability platform as wild caught fish are ground to produce for feed, including omega-3 and fish meal protein. We believe our Camelina omega-3 oils will enable this entire industry to attain a truly sustainable foundation.

Fish oil is also a key raw material source for producing refined and concentrated omega-3 oils and purified omega-3 fatty acid derivative compounds for use in the growing human nutrition, nutraceutical and pharmaceutical markets. One such derivative is ethyl-EPA. There are currently about 20 commercial producers of ethyl-EPA. Currently produced from fish oil, we estimate that ethyl-EPA production is in the range of 10,000 – 14,000 tons per year with a reported market value of approximately $1.6 billion which is predicted to grow to $3.4 billion by 2030. We believe that the EPA oil from our first and second generation EPA8 Omega-3 Camelina may be an advantaged feedstock for this market given the high EPA content and the absence of DHA in those oils.

High Protein Meal: There is a growing global demand for additional protein sources for animal feed and food applications. Camelina seed can be processed using existing oilseed processing facilities to extract the oil, and the residual meal that remains is a high-quality protein. On a dry basis, the meal contains approximately 42% protein with a good amino acid profile for animal feed applications. Camelina meal has been approved for use in some animal feed applications, and we expect that with accelerated breeding using genome editing, the meal quality can be further enhanced to improve its feed value and expand this application.

When renewable diesel or sustainable aviation fuel produced primarily from used cooking oil and vegetable oil is used instead of traditional petroleum diesel, it helps reduce carbon emissions. Camelina oil has a particular advantage because of its low carbon footprint. Currently, there are existing regulatory incentives from regional greenhouse gas reduction mandates established for fuel producers. This includes California's Low Carbon Fuel Standards market, which measures the specific carbon index, or CI, of every type of fuel, assigns a credit/deficit for every gallon of fuel produced based on its CI, and requires all fuel producers selling into California to purchase enough credits to keep their portfolio CI score below an established baseline. Biofuel manufacturers are highly motivated to utilize compatible feedstocks with a low-carbon footprint in order to meet the regulatory standards to lower carbon emissions. As a benchmark, petroleum diesel has a reported CI of 100, soybean oil has a CI of 56, and in the case of Camelina oil, Sustainable Oils, a subsidiary of Global Clean Energy Holdings, Inc., has reported a CI of 23.

Similarly, large food companies are working to reduce their greenhouse gas footprint and promoting regenerative agricultural practices to improve their carbon footprint and overall ESG scores, in part to create marketing advantages with consumers. Vegetable oils produced using winter Camelina cover cropping to produce low CI vegetable oils for human consumption may be an attractive option. Similarly, the salmon farming sector is looking specifically to reduce its carbon footprint and transition to more sustainable practices including reducing the use of ocean harvested fish as sources of protein and omega-3 fatty acids for aquafeed.

Feedstock Oil for Biofuels: As part of the energy transition, a substantial increase in renewable diesel capacity in the United States and Canada is currently underway, with proposed and funded renewable diesel facilities having a total capacity of over 6 billion gallons of biofuels per year. Initiatives are also underway in the U.S, targeting 35 billion gallons of annual production as well as in the EU and Japan where incentives are being considered to encourage the use of sustainable aviation fuel (SAF), all of which will further increase the demand for vegetable oil feedstocks. Renewable diesel expansion has surged due to its low carbon footprint, federal and local subsidies, and its ability to be used as a drop-in replacement for petroleum diesel. Renewable diesel feedstock is supplied primarily from used cooking oil, animal fats (e.g., tallow), and vegetable oil, with the former two feedstock sources in short supply due to limited production availability. Numerous studies and regulatory approvals have shown Camelina oil’s usefulness as a low-carbon feedstock oil for renewable diesel and sustainable aviation fuel. Camelina’s low-carbon footprint, and ability to be grown as a cover crop on otherwise fallow land, makes it an attractive choice to fill the biofuel feedstock supply gap. Based on the assumption of 60-100 gallons of Camelina oil per acre, 1 billion gallons of feedstock oil would require 10 to 15 million acres of Camelina production. For comparison purposes, canola is currently grown on approximately 21 million acres per year in Canada.

Cover Crops: To meet growing demand for oils and protein, and to mitigate the negative environmental impacts of current farming practices, particularly in the corn belt region, the development of cash cover crops or relay crops is another means to increase land productivity and address growing demand without impacting food production. Cover or relay crops are planted between harvest and sowing of major commodities, such as soybean, in effect increasing the number of harvests per growing season. Yield10 believes that Camelina, with its winter hardiness and short growing season, has considerable potential to be used as a cover crop to reduce soil erosion, improve soil quality, control diseases and pests and nutrient run-off from land that is used for row crop production. Camelina can also be used in crop rotation with other crops such as wheat, cereals, corn, and soybean. Third party estimates indicate that Camelina has up to 30 million acres of potential as a cover crop in the U.S. Midwest. By developing technologies to enable winter cover cropping of Camelina to be seamlessly integrated into major row crop rotations, we are in effect “creating” an additional 30 million acres of productive crop land. We plan to evaluate the CI of Camelina oil from cover cropping for both biofuel feedstock and omega-3 oil production where we anticipate there may be further CI improvements.

Our business strategy for our omega-3 products is to produce omega-3 oil in a closed loop production system based on the capabilities we established and demonstrated in 2022/2023. We will contract with growers to produce omega-3 Camelina solely for sale to Yield10 and contract crushing to produce the oil. Yield10 plans to sell the EPA or EPA+DHA oil focused initially on the aquafeed market through offtake agreements. Our plan is to generate sales for the first 50,000 tons of omega-3 oil in Chile to serve the demand in that market. We plan to file for regulatory approval for the use of our omega- oils in aquafeed formulations in Chile this year.

In early 2024, we revised our business strategy for biofuels to focus on providing research and development services to third parties better resourced and interested in scaling Camelina production for biofuels with the goal of generating R&D service and licensing revenues. By becoming an R&D partner and/or licensing our technologies on a non-exclusive basis to third parties we hope to enable them to accelerate grower adoption and supporting robust value chains to supply the oil. Provided this strategy is successful, we believe Yield10 will be able to build a royalty revenue stream from trait licensing for Camelina which can grow as the number of acres of Camelina planted increases year over year.

31, 2023. In October of 2023 Yield10 executed its exclusive option and expects to finalize the Exclusive Commercial License in the second quarter of 2024. The Omega-3 Camelina business model is to establish closed loop production of the oil for sale into the different omega-3 markets. For the largest volume opportunity, aquafeed, we are looking to form a partnership with one of the world's major aquafeed producers to facilitate and accelerate our entry into that market. For these reasons we plan to continue developing our grower network by shifting to a traditional seed sales model for some of our Camelina varieties. We have a considerable number of growers interested in the buildup of agronomic experience and the development of other applications for Camelina as a crop. Once we complete the regulatory work for the HT and stacked HT Camelina varieties, we expect to make them available to growers as well. The grower network built up for these activities will form the foundation for the future contracted production of the Omega-3 Camelina that is currently in early commercial development.

Camelina was grown extensively in Europe, Russia and Central Asia since medieval times for oil and protein but was replaced by cultivation of rapeseed during the 1940s. Camelina has the potential to replicate the development path of modern canola from rapeseed on an accelerated timeline based on modern biotechnologies. Starting in the 1960s, the breeding of canola from rapeseed to the first generation was not completed until 1982 and was based on time consuming traditional breeding through mutagenesis and selection to improve the oil fatty acid profile for human consumption (low erucic acid content) and improving the protein meal (low glucosinolates) for use in animal feed. This was followed by incorporating herbicide tolerance and hybrid technologies in the 1990s. Today, canola is grown on 21 million acres in Canada and is reported by the Canola Council of Canada to generate an estimated $30 billion for the Canadian economy.

Camelina has not been subject to intensive plant breeding efforts or crop production improvements, therefore, the full potential of this crop has not yet been achieved. Initial interest in using Camelina oil in biofuels resulted in additional investment in the development of the crop in North America. This work demonstrated that Camelina has several beneficial attributes; it is amenable to production practices used for canola, grows on marginal lands, has enhanced drought and cold tolerance, demonstrated early maturation and requires fewer inputs than other oilseed crops. Camelina is also naturally resistant to diseases that impact canola and its fast-growing cycle makes this crop suitable for spring and winter planting in the Northwest U.S. and into Western Canada as an alternative rotation crop where the relatively overall short growing season would make double cropping very challenging. Further south, the longer overall growing season in the upper mid-west together with Camelina’s short growing season makes it an attractive winter oilseed for relay or cover cropping in corn and soybean rotations. Although the double cropping scenario is where we see the greatest long-term potential for Camelina, our current varieties and capabilities are better positioned for initial commercial activities in the Northwest U.S. and Western Canada. Camelina is an attractive choice of crop for the following reasons:

As our predecessor company, Metabolix, we carried out an in-depth review of the scale potential and positive and negative attributes of several “non-food” alternative oilseed crops, including Crambe, pennycress, and Brassica carinata (a rapeseed relative). As a result, we selected Camelina as offering the best option for developing a new platform crop for accelerated development and producing new seed products. Based on our background in advanced synthetic biology, commitment to deploying GMO traits and over 14 years of R&D investment, we believe we are the world leader in discovering and developing advanced gene technologies for Camelina. In addition to our ongoing spring and winter Camelina breeding programs to select new lines with higher yield, early maturity and fungal disease resistance, Yield10 has established a strong pipeline of gene traits for Camelina including input traits such as herbicide tolerance, performance traits including seed and oil yield and new product traits including EPA and EPA plus DHA omega- 3 oils. Yield10 has also demonstrated the production of PHA bioplastic in Camelina seed, and although this project is on hold due to resource constraints, we view this as potentially an exciting future product.

We recognized early on the need to develop Camelina lines optimized for seamless integration into both crop and chemical rotations in our target geographies. For the Northwest U.S. and Western Canada, the herbicide tolerance traits selected for accelerated development were chosen to address critical farmer issues in that geography. The first requirement is for broadleaf and grassy weed control. The second requirement is to impart into Camelina tolerance to soil residues of herbicides used in crop rotations. An ideal herbicide trait package in Camelina would combine herbicide tolerance traits to manage grassy weeds, broadleaf weeds, and soil residual herbicides. With respect to managing grassy weeds, Camelina is naturally tolerant to the grass herbicide Clethodim, so there is no need to develop new traits in Camelina to provide tolerance to this chemical.

Camelina is very sensitive to Group 2 herbicide residues which can prevent seed emergence and severely impair seed yields. Group 2 weed control chemistries persist longer in the soil which results in plant back restrictions for the next crop in the rotation and in some cases, this can be up to two years. Development is on track with our stacked HT trait which includes tolerance to GLU in combination with both types of Group 2 herbicides, SU and IMI which are commonly used in the target production region for Camelina. Based on discussions with farmers we believe that the stacked HT trait package will be an important enabler for large acre adoption and particularly for winter Camelina varieties which will be planted in the fall following the harvest of spring crops. These HT and stacked HT traits and the availability of Clethodim for grassy weed control provides Yield10 with an ideal herbicide package for the commercial launch of these varieties in the target regions of North America. Yield10 is executing a plan to complete the development of GLU tolerant Camelina including steps to de-regulate meal for use in animal feed.

Complementing our work in engineering new traits into Camelina we have also established a Camelina breeding program. A key goal of this program is to develop a wide range of traits to improve the agronomic performance of Camelina including developing traits for tolerance to the fungal pathogen downy mildew ("DMR") and other fungal diseases, which can negatively impact Camelina seed yields. In 2021, we acquired the rights to a Camelina line with DMR. We also have two backup Camelina lines demonstrating partial resistance and a funded breeding program ongoing for producing additional DMR lines. As these traits are identified we plan to breed them into our advanced HT Camelina lines.

In October of 2023, we executed our option to a global exclusive License to the Omega-3 Camelina technology from Rothamsted and expect to finalize the Commercial License Agreement in the second quarter of 2024. The EPA8 omega-3 trait enables the accumulation of EPA at up to 20% of the fatty acid composition in the Omega-3 Camelina seed oil. The DHA1 omega-3 trait enables the accumulation of EPA at up to 10% of the fatty acid composition plus DHA at up to 10% of the fatty acid composition in the DHA1 Omega-3 Camelina seed oil. We plan to bring both omega-3 varieties forward in development with 2026 being the target for the first commercial-scale production for EPA8 Omega-3 Camelina. Herbicide tolerance is critical in Camelina for on-farm performance and we are breeding HT traits into the omega-3 Camelina varieties to create second generation varieties for large acreage production.

production and degradation of oils in oilseed crops. The best line containing these modifications is designated as our triple-edited, or C3008a, C3008b and C3009 trait in the spring Camelina line E3902 line which consistently shows an approximately 4.7 percent increase in seed oil content as a percentage of overall seed weight. In 2018, we received confirmation from the U.S. Department of Agriculture - Animal and Plant Health Inspection Service's ("USDA-APHIS") Biotechnology Regulatory Services ("BRS") that Camelina line E3902 is not considered to be regulated articles under 7 CFR part 340. We have also gained additional clearances that allow growth of Camelina line E3902 in Argentina, Chile and Canada.

In 2018, we signed an exclusive global license agreement with the University of Missouri for advanced oilseed technology, including the C3007 trait. We have produced several CRISPR genome edited versions of C3007 in both Camelina and canola. Through a series of submissions to USDA-APHIS, we have developed several lines of Camelina and canola edited in combinations of the C3007 genes that USDA-APHIS BRS does not consider to be regulated under 7 CFR part 340. In addition, in 2021 the Ministry of Agriculture, Livestock and Fisheries in Argentina indicated that two C3007 Camelina lines would not be subject to regulation in that country.

Yield10 researchers achieved proof of concept showing that four novel gene targets identified using our proprietary GRAIN trait gene discovery platform impact seed development and/or oil content. In greenhouse testing in 2020, one of the three targets, C3020, produced a 10% increase in seed oil content when engineered with increased activity in Camelina. Data obtained from increasing activity of the other three targets, C3019, C3021, and C3022 indicates these may represent suitable targets for CRISPR genome-editing.

Ever since the first successful commercialization of a biotechnology-derived agricultural crop in the 1990s, many new crop varieties have been developed and made available to farmers in the U.S. and worldwide. Farmers in the U.S., Canada, and areas of South America have rapidly adopted many of these new biotechnology-derived varieties. According to the USDA, in 2020 over 90 percent of U.S. corn, upland cotton and soybeans planted in the U.S. were varieties produced through traditional forms of genetic engineering. We have established certain core regulatory capabilities and in key geographies, we believe we are benefiting from a science-driven approach to regulations pertaining to genetically engineered (“GE”) crops based on a 30-year history of biotechnology-derived agricultural crops.

Biotechnology-derived or genetically engineered crops are subject to a significant amount of regulation in the U.S. and worldwide. Field tests and field trials of such crops need to ensure that traits in development do not escape or mix with native plants, and crops that may be used in the human and animal food chains must meet certain safety standards. Government regulations, regulatory systems and the political environment that influence them vary significantly among jurisdictions.

For purposes of this discussion, the term “GE” includes both biotechnology-derived or genetically engineered plants that are modified by the insertion of recombinant DNA (“Traditional Genome Modification”) or genetically engineered plants modified through the application of more modern techniques of genome editing. We have seed traits that fall within each of these two generalized categories of GE plants, as summarized above under the subheading “Traits in Development.”

The U.S. government agencies primarily responsible for overseeing the products of modern agricultural biotechnology are the USDA, the FDA and the EPA. Depending on its characteristics, a product may be subject to the jurisdiction of one or more of these agencies under the federal government’s 1986 Coordinated Framework for the Regulation of Biotechnology, as updated. Other environmental laws or regulations also apply, depending on the specific product and its potential applications or intended uses.

On May 18, 2020, the USDA updated the biotechnology regulations in the Plant Protection Act (7 C.F.R. Part 340) and set up a new paradigm called the Sustainable, Ecological, Consistent, Uniform, Responsible, Efficient (“SECURE”) rule. This Act establishes updated regulations for importation, interstate movement, and environmental release of GE organisms and products. It provides exemptions for plants if the genetic modification is solely a deletion of any size, or the genetic modification is a single base pair substitution or if the genetic modification is solely introducing nucleic acid sequences from within the plant’s natural gene pool. Exemptions also apply if the modification is from editing nucleic acid sequences in a plant to correspond to a sequence known to occur in that plant’s natural gene pool or if the plant is an offspring of a GE plant and does not retain the genetic modification in the GE plant parent. In addition to the above, § 340.1(c) states that modified plants would not be subject to the regulations if they have plant-trait mechanism of action (“MOA”) combinations that are the same as those of modified plants for which APHIS has conducted a regulatory status review and found not to be subject to the regulations under part 340. The focus rests on the organism itself rather than the methods and technologies used to generate it, which is important given improvements in delivery and genome editing modalities over the past 33 years.

In 2020, the regulatory exemptions and confirmation process under the SECURE rule took effect, representing the first comprehensive revision of APHIS’ biotechnology regulations since 1987. The revisions enable APHIS to regulate organisms developed using genetic engineering for plant pest risk with greater precision and reduces the regulatory burden for developers of organisms that are unlikely to pose plant pest risks. Since the new process was enacted, certain of our CRISPR edited Camelina C3007 lines have been confirmed by APHIS as being exempt from regulation by USDA-APHIS under 7 CFR part 340. In addition, in the fourth quarter of 2023 we received confirmation from USDA that both the HT and Stacked HT Camelina are not considered regulated by USDA-APHIS.

For herbicide-tolerant crops the USDA-APHIS regulates the crops while the EPA regulates the herbicide. The EPA establishes tolerances for the allowable amount of herbicide residues that may remain on the crop. Tolerances, as defined by the EPA, are “the maximum amount of a pesticide allowed to remain in or on a food” as part of the process of regulating pesticides. Yield10 cooperated with one of the major producers of glufosinate herbicides to request EPA approval to add Camelina to the producer's herbicide label for use with our GLU HT Camelina. A response from EPA is pending.

Separate from approval for genetic modifications from USDA-APHIS regulations under 7 CFR part 340, a GE plant also will be regulated by the FDA if it is intended to be used as human food or animal feed. Since 1992, the FDA has had in place a voluntary consultation process for developers of bioengineered food (“Biotechnology Consultations”). Final agency decisions and other information from these Biotechnology Consultations are made publicly available by the FDA.  Biotechnology Consultations are data-intensive and examine the new food product’s safety and nutritional profile, among other issues.  Generally, the FDA has found that such food products do not pose unique health risks to humans or animals, but if a novel allergen or other distinction from the conventional food is present in the new plant variety, the agency may require specific label statements on the product to ensure that consumers are made aware of material differences between GE and conventional versions.

In October 2018, FDA leadership issued a document entitled the “Plant and Animal Biotechnology Innovation Action Plan” (the “Action Plan”) that identified three key priorities for the agency in this area: 1) advancing human and animal health by promoting product innovation and applying modern, efficient and risk-based regulatory pathways; 2) strengthening public outreach and communication regarding the FDA’s approach to innovative plant and animal biotechnology; and 3) increasing engagement with domestic and international partners on biotechnology issues. The Action Plan also stated that the FDA has reviewed the comments and other information it received in response to the January 2017 request for comments, and that it intends to develop guidance for the industry explaining how the FDA’s existing regulatory policy for foods derived from new plant varieties applies to foods produced using genome editing. The FDA also stated in the Action Plan that it intends to begin updating the existing procedures for voluntary Biotechnology Consultations to reflect the agency’s 25 years of experience with foods derived from biotechnology plants and to incorporate any additional issues

In Canada, GE crops, and the food products into which they are incorporated, are regulated by multiple government agencies under a federal framework for the regulation of biotechnology products that is similar to the U.S. system.  First, the CFIA is the lead agency for ensuring that a new agricultural biotechnology crop will not pose new risks to Canadian plants, animals, and other agricultural commodities.  The Plant Biosafety Office ("PBO") is responsible for conducting environmental assessments of biotechnology-derived plants, referred to as "plants with novel traits" ("PNT").  Authority for the PBO includes both approving confined field trials with the PNT through permits and authorizing their “unconfined release” as a first step towards commercialization. PNTs are defined in the Canadian Seeds Regulations (i) as plants into which a trait or traits have been intentionally introduced, and (ii) where the trait is new in Canada and has the potential to impact the environment. The CFIA also has in place a remutation policy, whereby plants containing the same mutation as a previously authorized plant of the same species are included in the authorization of the original PNT and are therefore subject to the same conditions.

In 2023, the CFIA adopted new regulation and guidelines on determining whether a plant is regulated under Part V of the Seeds Regulations and specifically indicating that genome editing technologies as utilized in crops do not present any unique or specifically identifiable environmental or human health safety concerns as compared to other technologies of plant development. In early 2024, the PBO of the CFIA reviewed information on the Company’s E3902 Camelina and determined that E3902 is not a PNT and is not subject to a pre-market notification under Part V of the Seeds Regulations.

Under the Food and Drugs Act and related regulations, Health Canada is responsible for reviewing a pre-market safety assessment that must be submitted by the manufacturer or importer of a “novel food,” a term of art that includes any PNT or other biotechnology-derived foods.  The safety assessment should provide assurances that the novel food is safe when prepared or consumed according to its intended use before it enters the Canadian market and food system. A multi-disciplinary team of experts from Health Canada evaluates the data and information about the novel food and make a determination regarding whether it is safe and nutritious before it can be sold in Canada, as well as whether any restrictions are warranted under applicable law or the product’s safety profile.  Health Canada’s final decision documents regarding the safety of these novel foods are made available to the public by the government. As in the U.S., approval of a PNT or a novel food product does not take into account the method with which such product was produced. Rather, Health Canada employs a product-based (as opposed to a process-based) approach to its regulatory oversight of such emerging foods and food ingredients.

As the lead agency for public health and safety, Health Canada also works in conjunction with the CFIA on food labeling oversight when it identifies a potential health or safety issue with a food that could be mitigated through labeling or other disclosures.  For example, if the biotechnology-derived food contains a new allergen that is otherwise not present in the conventional version of the food, then specific label statements are required to alert consumers to that important health information.  However, the CFIA has primary oversight over non-health issues related to food labeling, packaging, and advertising.  Accordingly, the CFIA is the lead agency for ensuring that food labeling and advertising meet the legal requirements of the Food and Drugs Act, and that labeling representations do not create a potential risk of fraud or consumer confusion and are compliant with Canada’s voluntary disclosure standard for GE food ingredients.

Our work involving the development, greenhouse testing, and field testing of novel yield trait genes in crop plants requires certain government and municipal permits, and we must ensure compliance with all applicable regulations, including regulations relating to GE crops.  With laboratories and greenhouses in both the U.S. and Canada, we are also subject to regulations governing the shipment of seeds and other plant material (including GE seeds and GE plant material) between our

Other jurisdictions and governmental authorities, including in South America and Asia, are increasingly taking an interest in regulating agricultural products of biotechnology. Regulatory approaches vary by jurisdiction, including the existing public health framework and phytosanitary laws in the country, and other less tangible factors such as cultural and religious norms that may have an impact on individual country risk assessments and decision-making. We cannot predict future changes in the global regulatory landscape regarding GE plants subjected to Traditional Genome Modification or GE plants subjected to genome editing. Further, although U.S. and Canadian regulatory authorities have taken similar approaches to overseeing both traditional biotechnology-derived plants and genome edited plants under their national plant health and biosafety laws, regulation of all GE plants in the EU is significantly more stringent than in North America. U.S. and Canadian regulators have also determined that genome edited GE plants pose fewer risks that those subjected to Traditional Genome Modification. A July 2018, Court of Justice of the European Union legal ruling indicates that the existing European regulations for GE plants modified by the insertion of recombinant DNA should be strictly applied to genome edited plants as well. There is thus a sharp distinction between how European and North American regulatory agencies oversee novel seed traits, including those that are generated using the more modern techniques of genome editing. Although we are not currently targeting European markets for the development or commercialization of our products, the EU approach to regulating GE plants without regard to the scientific distinctions between Traditional Genome Modification and directed genome editing could be adopted by emerging oversight regimes for GE products in other jurisdictions. However, an increasing number of countries that dominate GE crop production such as Argentina, Brazil and China are adopting a more favorable regulatory approach towards genome edited plants that do not contain foreign DNA by equating the crops to conventionally bred varieties. This approach first implemented by Argentina, followed by many other countries, demonstrates the evolving landscape for GE crops informed by over 25 years of regulation and GE crop production.

On November 12, 2020, Yield10 signed an exclusive collaboration agreement with Rothamsted to support Rothamsted’s Flagship Program to develop omega-3 oils in Camelina. As part of the agreement, Yield10 received an exclusive two-year option to sign a global, exclusive or non-exclusive license agreement to the technology. In November 2022, Yield10 and Rothamsted agreed to extend the collaboration agreement, including the license option, without additional funding support, through December 31, 2023. In October of 2023 Yield10 exercised its exclusive option and expects to execute the global Exclusive License Agreement for this technology with Rothamsted in the second quarter of 2024.

Pursuant to a license agreement with the University of Missouri (“UM”) dated as of May 17, 2018, we have an exclusive, worldwide license to novel gene technologies including the C3007 trait to boost oil content in crops. We are obligated to pay UM a license execution payment, milestone payments relating to any regulatory filings and approvals covered by the license agreement, royalties on any sales of licensed products following regulatory approval, as well as a percentage of any sublicense royalties related to the licensed products.

Camelina Oilseed and Alternative Cover Crops: Camelina, because it is not currently a major food crop, has been of recent interest in North America for large-scale production of feedstock oil for biofuels, both renewable diesel and sustainable aviation fuel. We believe that there is a growing interest among oilseed crushers and energy companies in sourcing non-food, low CI feedstock oil for supplying the biofuel market. Camelina is attractive, not only as a spring rotation crop, but also as a winter cover crop, enabling a second oil harvest annually for each acre planted. The general interest in cover crops has been steadily increasing over the last several years. The companies focusing on Camelina include Sustainable Oils, S&W Seed, and Smart Earth. There have also been recent investments in oilseed cover crop alternatives to Camelina including the development of carinata by Nuseed and the efforts by CoverCress Inc. over the last several years to develop pennycress as a cover crop for the mid-west corn and soybean belt. In 2023, Chevron/Bunge acquired Chacraservicios S.r.l., based in Argentina from the Italian-based Adamant Group. This latest investment in novel seeds adds a new oil source in Bunge and Chevron’s global supply chains and will help both companies meet the growing demand for lower carbon renewable feedstocks. In 2023 Vision Bioenergy Oilseeds was formed as a joint venture owned by Shell and S&W Seed to develop and commercialize novel plant genetics for oil seed cover crops for biofuel production. Earlier this year, we signed a non-exclusive License Agreement with Vision for the use of our HT and stacked HT Camelina technologies.

Omega-3 Oil: The growing demand for alternative sustainable sources of EPA and DHA omega-3 fatty acids for human nutrition including food/beverage, pharmaceutical, and aquafeed and animal feed applications has made this an attractive area for investment by several companies. Alternative sources include algal fermentation processes commercialized by Veramaris (the joint venture between Evonic and DSM, with a production facility in Blair, Nebraska), Corbion and by Archer Daniels Midland Co. (with a production facility in Clinton, Iowa). We believe that crop based production systems for producing omega-3 oils will always be lower cost to produce and scale than algal fermentations and for this reason we have focused on competing crop based solutions. On the crop-based production side, two different genetically engineered varieties of the oilseed canola have been developed and approved by USDA-APHIS to address this growing demand. Following their acquisition of Bayer’s canola seed business, BASF stopped commercial development of their EPA producing canola. The BASF canola variety produced mostly EPA. Nuseed, a subsidiary of NuFarm is making good progress with the commercial production of its DHA canola oil which has around 10% DHA and a small amount of EPA and recently received regulatory approval for this oil in Norway. This is a major positive development for the use of GMO ingredients in aquaculture feed in the world’s largest farmed salmon production region. We believe the Camelina technology, which enables production of omega-3 EPA, and EPA+DHA oils, have high potential as a drop-in replacement for fish oil in aquafeed. Feed producers in general will blend ingredients from different suppliers to meet their own final product specifications and manage costs. Our Camelina EPA oil has potential use in feed in combinations with other sources of DHA such as algae or the Nuseed DHA oil product.

Our continued success depends in large part on our proprietary technology. As of December 31, 2023, Yield10 owns or holds exclusive rights to 18 patent families, including 20 issued patents and 30 pending patent applications. In October of 2023 Yield10 exercised its exclusive option to an exclusive global license to two active patent families of Rothamsted Research, RR213 and RR305, including six issued patents and six pending applications which cover the production of EPA and EPA plus DHA oils in Camelina. We expect to finalize the Commercial License Agreement in the second quarter of 2024.

Our total rewards philosophy has been to create investment in our workforce by offering a competitive compensation and benefits package for the two geographies in which we have offices. We provide employees with compensation packages that include base salary, annual incentive bonuses, and long-term equity incentive awards. We also offer comprehensive employee benefits, such as life, disability, and health insurance as well as flexible spending accounts, paid time off, and a 401(k) plan. It is our expressed intent to be an employer of choice in our industry by providing a market-competitive compensation and benefits package.

In 1992, our Company was incorporated in Massachusetts under the name Metabolix, Inc. In September 1998, we reincorporated in Delaware and in January 2017, we changed our name to Yield10 Bioscience, Inc. to reflect our change in mission around innovations in agricultural biotechnology focused on developing disruptive technologies for step-change improvements in crop yield. Financial and other information about our Company is available on our website at www.yield10bio.com.

We make available on our website, free of charge, copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the Securities and Exchange Commission (the "SEC"). In addition, the SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our filings with the SEC may be accessed through the SEC's website at http://www.sec.gov.

We caution you that the following important factors, among others, could cause our actual results to differ materially from those expressed in forward-looking statements made by us or on our behalf in filings with the SEC, press releases, communications with investors and oral statements. Any or all of our forward-looking statements contained in this Annual Report on Form 10-K and in any other public statements we make may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in the discussion below will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may differ materially from those anticipated in forward-looking statements. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosure we make in our reports filed with the SEC.

We have recorded losses every year since our inception, with the exception of 2012. As of December 31, 2023, our accumulated deficit was $414,152. Since 1992, we have been engaged primarily in research and development and early-stage commercial activities. Because our crop science technology is at an early stage of development, we cannot be certain that our business will generate sufficient revenue to become profitable. We expect to continue to have significant losses and negative cash flow for at least the next several years, as we incur additional costs and expenses for the continued development of our

technology, including the ongoing expenses of research, development, commercialization and administration. The amount of money we spend will impact our need for capital resources as well as our ability to become profitable and this will depend, in part, on the number of new technologies that we attempt to develop. We may not achieve any or all of these goals and, thus, we cannot provide assurances that we will ever be profitable or achieve significant, or any, product revenues.

We have identified conditions and events that raise substantial doubt about our ability to continue as a going concern. We had cash and cash equivalents of $1,068 as of December 31, 2023, which we believe will only provide funding for our operations into the second quarter of 2024. Our management is urgently evaluating and pursuing different strategies to obtain the required funding for our operations in the near term. These strategies may include, but are not limited to: public and private placements of equity and/or debt, licensing and/or collaboration arrangements and strategic alternatives with third parties, or other funding from the government or third parties. There can be no assurance that these funding efforts will be successful. The sale of equity and convertible debt securities would result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or products or grant licenses on terms that are not favorable to us. Additional capital may not be available on reasonable terms, or at all. If we are unable to obtain funds when needed or on acceptable terms, we may be required to curtail our current development programs, cut operating costs, forego future development and other opportunities or even terminate our operations, which may involve seeking bankruptcy protection.

As of December 31, 2023, we had unrestricted cash, cash equivalents and short-term investments of $1,068. We estimate that our cash resources will be sufficient to fund operations and meet our obligations into the second quarter of 2024. We follow the guidance of ASC Topic 205-40, Presentation of Financial Statements-Going Concern, in order to determine whether there is substantial doubt about our ability to continue as a going concern for one year after the date our financial statements are issued. Based on our current cash forecast, we expect that our present capital resources will not be sufficient to fund our planned operations for that period of time, which raises substantial doubt as to the Company's ability to continue as a going concern. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. Our ability to continue operations after our current cash resources are exhausted will depend upon our ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, warrant holders' ability and willingness to exercise the Company's outstanding warrants, additional research grants or collaborative arrangements with third parties, as to which no assurances can be given. We do not know whether additional financing will be available on terms favorable or acceptable to us when needed, if at all. If additional funds are not available when required, we will be forced to curtail our research efforts, explore strategic alternatives and/or wind down our operations and pursue options for liquidating our remaining assets, including intellectual property and equipment.

If we issue equity or debt securities to raise additional funds in the future, we may incur fees associated with such issuances, our existing stockholders may experience dilution from the issuance of new equity securities, we may incur ongoing interest expense and be required to grant a security interest in our assets in connection with any debt issuance, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. In addition, utilization of our net operating loss and research and development credit carryforwards may be subject to significant annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended, due to ownership changes resulting from equity financing transactions. If we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our potential products or proprietary technologies or grant licenses on terms that are not favorable to us.

The crop science products and technologies we are currently developing are at an early stage of development, and the process of developing them is lengthy and uncertain. If we fail to introduce and commercialize a seed product that meets customers’ expectations, our growth prospects may be materially and adversely affected. In addition, our current management has limited experience in developing technologies for the crop science industry and has never commercialized a product or technology in this industry. We may never reach a point at which our efforts result in products that allow us to achieve revenue from their license or sale.

We cannot assure you that we will be able to comply with the standards that we are required to meet in order to maintain a listing of our common stock on Nasdaq. Nasdaq listing rules require us to maintain certain closing bid price, stockholders’ equity and other financial metric criteria in order for our common stock to continue trading on Nasdaq. For example, Nasdaq Listing Rule 5550(a)(4) requires companies to maintain a minimum of 500,000 publicly held shares. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.

On November 15, 2023, we received a notice from Nasdaq of the Staff’s determination that the Company had not met the terms of such extension. The Company requested an appeal of the Staff’s determination and submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”), which request stayed any delisting action by the Staff until the hearing process was concluded. Yield10 participated in a hearing before the Panel on February 6, 2024 and on February 13, 2024, we were notified by the Panel that the Company had been granted an additional extension to remain listed on The Nasdaq Capital Market until May 13, 2024, subject to certain conditions. These conditions include that the Company provide a written update on the status of its plans to obtain financing and strengthen its balance sheet by March 15, 2024, as well as provide prompt notification of any significant events that may occur during the period of extension that may affect the Company's compliance with Nasdaq requirements. We provided the Panel with the requested update on March 14, 2024.

On September 25, 2023, we received a separate notice from the Staff notifying the Company that it was not in compliance with the requirement to maintain a minimum bid price of at least $1.00 per share pursuant to Nasdaq Listing Rule 5550(a)(2). The second notice stated that pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company would be afforded 180 calendar days, or until March 25, 2024, to regain compliance with the minimum bid price requirement. In order to regain compliance, shares of the Company’s common stock must maintain a minimum bid closing price of at least $1.00 per share for a minimum of ten consecutive business days. On March 26, 2024, the Company received another notice from the Staff stating that the Company is not eligible for a second 180 day compliance period for the Minimum Bid Price Rule deficiency

because the Company does not comply with the $5,000,000 minimum stockholders’ equity initial listing requirement for The Nasdaq Capital Market. The Notice indicates that the Company must present its views with respect to this deficiency to the Panel in writing no later than April 2, 2024, which it intends to do. Among other measures, the Company intends to schedule a special meeting of its shareholders for April 26, 2024 to approve a reverse stock split, in order to increase the price of its common stock to a level that will satisfy the Minimum Bid Price Rule.

Delisting from Nasdaq could make trading our common stock more difficult for investors, potentially leading to further declines in our share price and liquidity. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade on an over-the-counter quotation system, where an investor may find it more difficult to sell our stock or obtain accurate quotations as to the market value of our common stock. We cannot assure you that our common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system.

To date, we have not experienced any material interruptions in our infrastructure, supplies, technology systems, or networks needed to support our operations. However, Ukraine, and the Black Sea region in general, are a major exporter of wheat and corn to the world, and the disruption of supply could cause volatility in prices and margins of these commodities and related products. Ukraine is also the largest supplier of sun seed and sun oil in the world, which cannot be completely replaced from other geographic regions. The conflict in Ukraine has created disruptions in global supply chains and is expected to create dislocations of key agricultural commodities. While Yield10 has no direct business operations or assets within either Ukraine or Russia, the Company's plans and operating results could be adversely affected by a number of factors, including the crop growing decisions made by farmers in the U.S., Canada, and South America as a consequence of supply shortages and rising commodity prices. These rising prices may negatively impact our ability to contract suitable acreage for future crop trials or could delay our plans to commercialize Yield10's first Camelina plant varieties.

The risk of cybersecurity incidents has increased in connection with the ongoing war in Ukraine. For example, the war has been accompanied by cyberattacks against the Ukrainian government and other countries in the region. The proliferation of malware from the war into systems unrelated to the war, or cyberattacks against U.S. companies in retaliation for U.S. sanctions against Russia or U.S. support of Ukraine, could also adversely affect our operations. In accordance with industry standards, we insure ourselves against many types of risks, including cybersecurity risks. While this insurance may mitigate certain of the risks associated with the ongoing Ukraine-Russia war, our level of insurance may not cover all losses we could incur. The potential effects of these conditions could have a material adverse effect on our business, results of operations and financial condition.

The technology and processes used in our crop science program and the application of our technology to develop Camelina as a platform crop for large scale production of low-carbon sustainable seed products to address applications in petroleum replacement, food and nutrition markets, are at an early stage of development. Research and development in the seed, agricultural biotechnology, and larger agriculture industries is expensive and prolonged and entails considerable uncertainty. Completion of development work with respect to our products will require a significant investment of both time and money, if it can be completed at all. We expect that collaborations with established agricultural industry companies may be required to successfully develop and commercialize our innovations. We may not be successful in establishing or

maintaining suitable additional relationships with established agricultural industry companies for research licenses in the future, and there can be no assurance that any such relationships will result in future collaboration agreements to develop and commercialize our innovations, with terms that are satisfactory to us or at all. In addition, industry collaborators have significant resources and development capabilities and may develop products and technologies that compete with or negatively impact the development and commercialization of our technologies.

We expect that collaborations with established agricultural industry companies may be required for us to successfully develop and commercialize our innovations. The agriculture industry is highly concentrated and dominated by a small number of large companies, which could impact efforts to form the collaborations that we will need in order to complete the development of our products. To the extent that we pursue such arrangements, we will face significant competition in seeking appropriate partners. Moreover, such arrangements are complex and time-consuming to negotiate, document, implement and maintain. We may not be successful in establishing or implementing such arrangements. The terms of any partnerships, joint ventures or other collaborative arrangements that we may establish may not be favorable to us.

If any of these things were to occur, it could have a material adverse effect on our business and our results of operations. Research and development in the crop science industry is expensive and prolonged and entails considerable uncertainty. Because of the stringent product performance and safety criteria applied in development of crop science products, products currently under development may not survive the development process or may ultimately not receive requisite regulatory approvals that may be needed to market such products. Even when such approvals are obtained, there can be no assurance that a new product will be commercially successful. In addition, research undertaken by competitors may lead to the launch of competing or improved products, which may affect sales of any products that we are able to develop.

Market opportunity estimates and market growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. Our estimates and forecasts relating to the size and expected growth of the global seed industry and the biotechnology seeds market, and the market size for any products that we may develop in our Camelina products business, such as Omega-3 Camelina oil, and the estimated ranges of incremental value increase that a novel, newly developed crop trait may produce, may prove to be inaccurate. Even if the markets in which we may compete in the future achieve these opportunity estimates and market growth forecasts, our business could fail to grow at similar rates, if at all.

The successful completion of multi-year, multi-site field trials is critical to the success of product development and marketing efforts for products containing our traits. If our ongoing or future field trials, or those of our future collaborators, are unsuccessful or produce inconsistent results or unanticipated adverse effects on crops, or if we or our collaborators are unable to collect reliable data, regulatory review of products in development containing our traits could be delayed or commercialization of products in development containing our traits may not be possible. In addition, more than one growing season may be required to collect sufficient data to develop or market a product containing our traits, and it may be necessary to collect data from different geographies to prove performance for customer adoption. Even in cases where field trials are successful, we cannot be certain that additional field trials conducted on a greater number of acres, or in different crops or geographies, will be successful. Generally, we or our research licensees conduct these field trials, or we pay third parties, such as farmers, consultants, contractors, and universities, to conduct field trials on our behalf. Poor trial execution or data collection, failure to follow required agronomic practices, regulatory requirements, or mishandling of products in development by our collaborators or these third parties could impair the success of these field trials.

Many factors that may adversely affect the success of our field trials, seed inventory and seed production are beyond our control, including weather and climatic variations, such as drought or floods, severe heat or frost, hail, tornadoes and hurricanes, uncommon or unanticipated pests and diseases, or acts of protest or vandalism. For example, if there were a prolonged or permanent disruption to the electricity, climate control, or water supply operating systems in our greenhouses or laboratories, the crops in which we or our collaborators are testing our traits and the samples we or our collaborators store in freezers, both of which are essential to our research and development activities including field tests, could be severely damaged or destroyed, adversely affecting these activities and thereby our business and results of operations. Unfavorable weather conditions including drought or excessive rain, or fluctuations in temperature, which we have experienced from time to time in our field trials, can also reduce both acreages planted and incidence, or timing of, certain crop diseases or pest infestations, each of which may halt or delay our field trials. Any field test failure we may experience may not be covered by insurance and, therefore, could result in increased cost for the field trials and development of our traits, which may negatively impact our business, results of operations, and ability to secure financing. Such factors outside of our control can create substantial volatility relating to our business and results of operations.

We face significant competition in the markets in which we operate. The markets for traits and agricultural biotechnology products are intensely competitive and rapidly changing. In most segments of the seed and agricultural biotechnology market, the number of products available to consumers is steadily increasing as new products are introduced. At the same time, the expiration of patents covering existing products reduce the barriers to entry for competitors. We may be unable to compete successfully against our current and future competitors, which may result in price reductions, reduced margins and the inability to achieve market acceptance for any products that we or our future collaborators commercialize containing our traits. In addition, most of our competitors have substantially greater financial, marketing, sales, distribution, research and development, and technical resources than we have, and some of our potential future collaborators have more experience in research and development, regulatory matters, manufacturing, and marketing. We anticipate increased competition in the future as new companies enter the market and new technologies become available. Our technologies may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by one or more of our competitors, which will prevent or limit our ability to generate revenues from the commercialization of our traits being developed.

In the United States and Canada, where our seed traits and biotechnology-derived plant lines are developed and field tested, changes in regulatory requirements applicable to our seed traits or future products in development containing our traits could result in a substantial increase in the time and costs associated with developing and commercializing future products containing our traits, and could materially affect our ability to meet our desired development timelines or to develop and commercialize a future product containing our traits at all.

Within USDA, the APHIS is responsible for protecting agricultural plants under the Plant Protection Act. USDA-APHIS regulates organisms and products that are known or are suspected to be plant pests or to pose a plant pest risk, including those that have been altered or produced through various genetic engineering techniques. The USDA-APHIS has proposed regulations that could impact our business. For example, in recent years, we and others have submitted various petitions to USDA-APHIS to determine whether particular biotechnology-derived plants developed through the use of different genome editing techniques may be considered to be not regulated under the framework administered by the agency.

The USDA also announced in March 2018 that it would not require an assessment on products that used modern forms of mutagenesis if it was clear these outcomes could occur in nature. The USDA stated at that time that it did not “have any plans to regulate plants that could otherwise have been developed through traditional breeding techniques as long as they are developed without the use of a plant pest as the donor or vector and they are not themselves plant pests.” This USDA policy statement applies to genetic deletions of any size, which would include genome editing through CRISPR-Cas9 and other emerging technologies, although it remains to be seen how this policy announcement will be implemented by USDA-APHIS and what practical effect that may have on seed trait developers like us and our competitors.

There can be no guarantee that the USDA-APHIS governing regulations and policies will not change again in the future. We cannot predict whether advocacy groups will challenge existing regulations and USDA determinations, whether the USDA will alter its interpretations of existing regulations, modify existing regulations or promulgate new regulations, or whether additional laws will come into effect. If these or other developments resulted in adverse changes to the current regulatory framework, our seed traits or future products in development containing our traits could be subjected to more burdensome regulatory standards, thereby substantially increasing the time and costs associated with developing and commercializing any future products. Moreover, we cannot assure you that USDA-APHIS will analyze any of our future yield traits or products in development containing our traits in a manner consistent with its analysis of our genome edited yield traits to date. Complying with the USDA’s plant pest regulations for traits that are classified as “regulated articles,” including the permitting requirements for field testing and environmental release, is a costly, time-consuming process and

In addition to USDA-APHIS regulation of plant breeding and planting, a biotechnology-derived plant also will be regulated by the FDA if it is intended to be used as human food or animal feed. The FDA regulates the safety of food for humans and animals, and foods derived from novel plant varieties must meet the same food safety requirements as foods derived from traditionally bred plants (also called conventional foods). Since 1992, the FDA has had in place a voluntary consultation process for developers of bioengineered food (“Biotechnology Consultations”).

We have not participated in any Biotechnology Consultations or engaged in any informal discussions with the FDA about our novel yield traits, whether those traits have been developed using genome editing or traditional genome modification using the insertion of recombinant DNA. Any delay in the regulatory consultation process, or a determination by the FDA that future product candidates containing our traits raise different safety issues than the relevant conventional crop and therefore must be approved by the agency as a new food additive through an intensive premarket safety review process, could increase the costs associated with or delay or prevent the commercialization of the future product candidate. Such delays may lead to reduced acceptance by farmers, food manufacturers or the public and an increase in competitor products that may directly compete with ours. Further, if the FDA enacts new regulations or policies with respect to genome edited plants in particular, such policies could result in additional compliance costs or delay or prevent the commercialization of any potential commercial products containing our seed traits, which could adversely affect our ability to generate revenues and to achieve profitability.

In Canada, genetically engineered crops and the food products into which they are incorporated are regulated by multiple government agencies under a federal framework for the regulation of biotechnology products that is similar to the U.S. system. Any commercialization of our yield crops in Canada is expected to be done by a third-party collaborator or other partner and complying with Health Canada’s pre-market notification requirement and safety assessment for novel foods would be the obligation of that third-party collaborator.

Complying with the Canadian regulations is a costly, time-consuming process and could substantially delay or prevent the commercialization of our products. In addition, we cannot assure that CFIA and Health Canada regulations or the agencies’ implementation of those regulations will not change, or that the legislative framework in Canada for biotechnology-derived crops, whether for genome edited plants or plants modified using the insertion of recombinant DNA, will not be amended or otherwise changed in a manner that could result in additional compliance costs or delay, or prevent the commercialization of any potential commercial products containing our seed traits, which could adversely affect our ability to generate revenues and to achieve profitability.

We apply for and maintain the regulatory permits in the United States and Canada necessary for our operations, particularly those covering our field trials. We anticipate that we or our future collaborators will apply for and maintain regulatory approvals, if any, necessary for the commercialization of any future products containing our seed traits. Even if we and our collaborators make timely and appropriate applications for regulatory permits for our field trials, government delays in issuing such permits can significantly affect the development timelines for our traits, particularly if the planting period for a crop growing season expires before the necessary permits are obtained.

The regulatory process is expensive and time-consuming, and the time required to complete the process is difficult to predict and depends upon numerous factors, including the substantial discretion of the regulatory authorities. We have not completed all phases of the regulatory process for any of our traits in development. Our traits could require a significantly longer time to complete the regulatory process than expected, or may never gain approval, even if we and our collaborators expend substantial time and resources seeking such approval. The time required for regulatory approval, or any delay or denial of such approval, could negatively impact our ability to generate revenues and to achieve profitability and finance our ongoing operations. In addition, changes in regulatory review policies during the development period of any of our traits,

changes in, or the enactment of, additional regulations or statutes, or changes in regulatory review practices for a submitted product application may cause a delay in obtaining approval or result in the rejection of an application for regulatory approval. Regulatory approval, if obtained, may be made subject to limitations on the intended uses for which we or our collaborators may market a future product containing our traits. These limitations could adversely affect our potential revenues.

For example, regulation of all genetically engineered plants in the European Union ("EU") is far more stringent than in the U.S. and Canada. U.S. and Canadian regulators have determined that genome edited plants pose fewer risks than traditional biotechnology-derived plants subjected to modification through the insertion of recombinant DNA. In contrast, a recent EU legal ruling indicated that the existing EU regulations for genetically engineered plants modified by the insertion of recombinant DNA, which were already more stringent than corresponding U.S. and Canadian regulations, should be strictly applied to genome edited plants as well. As a result, there is a sharp distinction between how EU and U.S. and Canadian regulatory agencies oversee novel seed traits, and in particular those that are generated using the more modern techniques of genome editing.

Although we are not currently targeting EU markets for the development or commercialization of future products containing our traits, emerging oversight regimes for genetically engineered products in other jurisdictions may follow the EU approach and impose similarly strict requirements for the release of such products into the environment and their incorporation into human food or other consumer products. Such jurisdictions may also elect to regulate genetically engineered plants without distinguishing between traditional biotechnology-derived plants modified with recombinant DNA and genome edited plants. There is no guarantee that countries for which we may have or may develop future marketing plans would not take a stricter legal and regulatory approach to controlling genetically engineered plants similar to that of the EU, which could increase regulatory costs and delay, prevent or limit our or our future collaborators’ ability to market our traits in such jurisdictions.

Food and feed made from genetically engineered seeds and plants are not accepted by some consumers, and in certain countries production of certain genetically engineered crops is effectively prohibited, including throughout the EU, due to concerns over such products’ effects on food safety and the environment. Advocacy groups have engaged in publicity campaigns and filed lawsuits in various countries against companies and regulatory authorities, seeking to halt regulatory approval activities or influence public opinion against genetically engineered and/or genome edited products. Actions by consumer groups and others also may disrupt research and development or production of genetically engineered plants, seeds or food products that incorporate such novel plant varieties. The high public profile of the biotechnology industry in food and feed production, and a lack of consumer acceptance of the types of products to which we have devoted substantial development resources, could have a negative impact on the commercial success of any of products incorporating our traits that may successfully complete the development process, as to which no assurance can be given, and could materially and adversely affect our ability to obtain future collaborations and to finance our crop science program. Further, we could incur substantial liability and/or legal expenses if there are claims that genetically engineered crops damage the environment or

Agricultural production and trade flows are subject to government policies and regulations. Governmental policies and approvals of technologies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production, and the volume and types of imports and exports. Future government policies in the United States, Canada or in other countries could discourage farmers from using any of our products that may successfully complete the development process, as to which no assurance can be given. Similarly, these policies could discourage food processors from purchasing harvested crops containing our traits or could encourage the use of our competitors’ products, which would put us at a commercial disadvantage and could negatively impact our ability to generate any revenues and to achieve profitability.

The potential for unintended but unavoidable trace amounts, sometimes called “adventitious presence,” of trait genes, novel seed compositions and novel seed products in conventional seed, or in the grain or products produced from conventional or organic crops, could affect acceptance by the general public or by the agricultural industry of these traits. Trace amounts of yield trait genes may unintentionally be found outside our containment area in the products of third parties, which may result in negative publicity and claims of liability brought by such third parties against us. Furthermore, in the event of an unintended dissemination of our genetically engineered materials to the environment, we could be subject to claims by multiple parties, including environmental advocacy groups, as well as governmental actions such as mandated crop destruction, product recalls or additional stewardship practices and environmental cleanup or monitoring. The occurrence of any of these events could have a material adverse effect on our business and results of operations.

We have a collection of elite novel trait events and plant lines in which we are developing traits for incorporation into elite germplasm and potential seed products. Our elite novel trait events and plant lines are a key strategic asset since they form the basis for the introgression of our traits into plant breeding programs. If we suffer loss or damage to our elite novel trait events and plant lines, our research and development activities could be negatively impacted.

We face the risk of exposure to liability claims if any products that are successfully developed containing our seed traits, as to which no assurance can be given, are defective and if any product that we develop or any product that uses our technologies or incorporates any of our traits causes injury. Although we carry insurance at levels customary for companies in our industry, such coverage may become unavailable or be inadequate to cover all liabilities we may incur. There can be no assurance that we will be able to continue to maintain such insurance, or obtain comparable insurance at a reasonable cost, if at all. If we are unable to obtain sufficient insurance coverage at an acceptable cost or otherwise, or if the amount of any claim against us exceeds the coverage under our policies, we may face significant expenses.

We rely on third parties to conduct, monitor, support, and oversee field trials. As a result, we have less control over the timing and cost of these trials than if we conducted these trials with our own personnel. If we are unable to maintain or enter into agreements with these third parties on acceptable terms, or if any such engagement is terminated prematurely, we may be unable to conduct and complete our trials in the manner we anticipate. In addition, there is no guarantee that these third parties will devote adequate time and resources to our studies or perform as required by our contract or in accordance

with regulatory requirements, including maintenance of field trial information regarding our products in development. If any of these third parties fail to meet expected deadlines, fail to transfer to us any regulatory information in a timely manner, fail to adhere to protocols, or fail to act in accordance with regulatory requirements or our agreements with them, or if they otherwise perform in a substandard manner or in a way that compromises the quality or accuracy of their activities or the data they obtain, then field trials of our traits in development may be extended or delayed with additional costs incurred, or our data may be rejected by the applicable regulatory agencies. Ultimately, we are responsible for ensuring that each of our field trials is conducted in accordance with the applicable protocol and with legal, regulatory and scientific standards, and our reliance on third parties does not relieve us of our responsibilities. We could be subject to penalties, fines and liabilities if our third-party contractors fail to perform as required.

If our relationship with any of these third parties is terminated, we may be unable to enter into arrangements with alternative parties on commercially reasonable terms, or at all. Switching or adding service providers can involve substantial cost and require extensive management time and focus. Delays may occur, which can materially impact our ability to meet our desired development timelines. If we are required to seek alternative service arrangements, the resulting delays and potential inability to find a suitable replacement could materially and adversely impact our business.

We are highly dependent on our key technical and scientific personnel, who possess unique knowledge and skills related to our research and technology. If we were to lose the services of these individuals, we may be unable to readily find suitable replacements with comparable knowledge and the experience necessary to advance the research and development of our products. Because of the unique talents and experience of many of our scientific and technical staff, competition for our personnel is intense. The loss of key personnel or our inability to hire and retain personnel who have the required expertise and skills could have a material adverse effect on our research and development efforts, our business, and our ability to secure additional required financing.

We utilize information technology systems and networks to process, transmit and store electronic information in connection with our business activities. As use of digital technologies has increased, cyber incidents, including deliberate attacks and attempts to gain unauthorized access to computer systems and networks, have increased in frequency and sophistication. These threats pose a risk to the security of our systems and networks and the confidentiality, availability and integrity of our data. There can be no assurance that we will be successful in preventing cyber-attacks or successful in mitigating their efforts.

Despite the implementation of security measures, our internal computer systems and those of our contractors and consultants are vulnerable to damage from such cyber-attacks, including computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. Such an event could cause interruption of our operations. For example, the loss of data from completed field tests for our yield traits could result in delays in our regulatory approval efforts and significantly increase our costs. To the extent that any disruption or security breach were to result in a loss of or damage to our data, or inappropriate disclosure of confidential or proprietary information, we could suffer reputational harm or face litigation, or adverse regulatory action and the development of our product candidates could be delayed.

Our commercial success may depend in part on our obtaining and maintaining patent protection for our technologies in the United States and other jurisdictions, as well as successfully enforcing and defending this intellectual property against third-party challenges. If we are not able to obtain or defend patent protection for our technologies, then we will not be able to exclude competitors from developing or marketing such technologies, and this could negatively impact our ability to generate sufficient revenues or profits from product sales and/or licensing to justify the cost of development of our technologies and to achieve or maintain profitability. Our currently issued patents include five patents on our C3003 gene in-licensed from the University of Massachusetts, three patents on C4001 and other novel yield traits, and one patent relating to our historical business. Our currently issued patents have expiration dates ranging from 2033 through 2038. New pending patent applications owned by or licensed to us relating to crop yield improvements have earliest effective filing dates ranging from 2013 through 2023 and include a new patent application on a breakthrough technology for producing PHA biomaterials in crops. This patent application would have an expiration date in 2040 if granted, however, we may not be able to obtain sufficiently broad claims to cover the new invention.

Our patent position involves complex legal and factual questions. Accordingly, we cannot predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. Patents may not be issued for any pending or future pending patent applications owned by or licensed to us, and claims allowed under any issued patent or future issued patent owned or licensed by us may not be valid or sufficiently broad to protect our technologies. Moreover, we may be unable to protect certain of our intellectual property in the United States or in foreign countries. Foreign jurisdictions may not afford the same protections as U.S. law, and we cannot ensure that foreign patent applications will have the same scope as the U.S. patents. There will be many countries in which we will choose not to file or maintain patents because of the costs involved. Competitors may also design around our patents or develop competing technologies.

Various U.S. and foreign issued patents and pending patent applications owned by third parties exist in areas relevant to our products and processes. We could incur substantial costs to challenge third-party patents. If third parties assert claims against us or our customers alleging infringement of their patents or other intellectual property rights, we could incur substantial costs and diversion of management resources in defending these claims, and the defense of these claims could have a material adverse effect on our business. In addition, if we are unsuccessful in defending against these claims, these third parties may be awarded substantial damages, as well as injunctive or other equitable relief against us, which could effectively block our ability to make, use, sell, distribute, or market our technologies and services based on our technologies in the United States or abroad. Alternatively, we may seek licenses to such third-party intellectual property. However, we may be unable to obtain these licenses on acceptable terms, if at all. Our failure to obtain the necessary licenses or other rights could prevent the sale, manufacture, or distribution of some of our products based on our technologies and, therefore, could have a material adverse effect on our business.

We have licensed and optioned from academic institutions certain patent rights that may be necessary or important to the development and commercialization of our crop science technology. These licenses and options may not provide exclusive rights to use such intellectual property in all fields of use in which we may wish to develop or commercialize our technology. If we fail to timely exercise our option rights and/or we are unable to negotiate license agreements for optioned patent rights on acceptable terms, the academic institutions may offer such patent rights to third parties. If we fail to comply with our obligations under these license agreements, or if we are subject to a bankruptcy or insolvency proceeding, the licensor may have the right to terminate the license. In some circumstances, we may not have the right to control the preparation, filing and prosecution of licensed patent applications or the maintenance of the licensed patents. Therefore, we cannot be certain that these patents and applications will be prosecuted, maintained and enforced in a manner consistent with the best interests of our business. Furthermore, the research resulting in certain of our licensed and optioned patent rights

We may be unable to acquire or in-license additional technologies from third parties that we decide we need in order to develop our business. A number of more established companies may also pursue strategies to license or acquire crop science technologies that we may consider attractive. These established companies may have a competitive advantage over us due to their size, cash resources and greater development and commercialization capabilities. Any failure on our part to reach an agreement for any applicable intellectual property could result in a third party acquiring the related rights and thereby harm our business.

We are party to license agreements that require us to remit royalty payments and other payments related to our licensed intellectual property. Under our in-license agreements, we may pay upfront fees and milestone payments and be subject to future royalties. We cannot precisely predict the amount, if any, or timing of royalties we may owe in the future. Furthermore, we may enter into additional license agreements in the future, which may also include royalty, milestone and other payments.

The field of genome editing, especially in the area of CRISPR technology, is still in its infancy. Due to the intense research and development that is taking place in this field by several companies, including us and our competitors, the intellectual property landscape is in flux, and it may remain uncertain for the coming years. There has been, and may continue to be, significant intellectual property related litigation and proceedings relating to this area in the future. If it is later determined that any patent rights using the CRISPR technology that we obtained under license are invalid or owned by other parties, this could have a material adverse effect on our business.

We rely on trade secrets to protect some of our technology and proprietary information, especially where we believe patent protection is not appropriate or obtainable as is the case for our GRAIN trait gene discovery platform. However, trade secrets are difficult to protect. Litigating a claim that a third-party had illegally obtained and was using our trade secrets would be expensive and time consuming, and the outcome would be unpredictable. Moreover, if our competitors independently develop similar knowledge, methods and know-how, it will be difficult for us to enforce our rights and our business could be harmed.

Execution of our business plan requires additional financing. If we raise additional funds through equity offerings or offerings of equity-linked securities, including warrants or convertible debt securities, we expect that our existing stockholders will experience significant dilution, and the terms of such securities may include liquidation or other preferences that adversely affect the rights of current stockholders. Debt financing, if available, may subject us to restrictive covenants that could limit our flexibility in conducting future business activities, including covenants limiting or restricting our ability to incur additional debt, dispose of assets, or make capital expenditures. We may also incur ongoing interest expense and be required to grant a security interest in our assets in connection with any debt issuance. If we raise additional funds through strategic partnerships or licensing agreements with third parties, we may have to relinquish valuable rights to our technologies or grant licenses on terms that are not favorable to us.

As a result of these factors, our stockholders may not be able to resell their shares at, or above, their purchase price. In addition, the stock prices of many technology companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. Any negative change in the public’s perception of the prospects of industrial or agricultural biotechnology companies could depress our stock price regardless of our results of operations. These factors may have a material adverse effect on the market price and liquidity of our common stock and affect our ability to obtain required financing.

In addition, Section 203 of the Delaware General Corporation Law ("DGCL") prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, which generally refers to a person which together with its affiliates owns, or within the last three years has owned, 15 percent or more of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

Based on the number of shares outstanding as of March 21, 2024, our officers, directors and stockholders who hold at least 5 percent of our stock beneficially own a combined total of approximately 28.1 percent of our outstanding common stock, including shares of common stock subject to stock options and warrants that are currently exercisable or are exercisable within 60 days after March 21, 2024. If these officers, directors, and principal stockholders or a group of our principal stockholders act together, they will be able to exert a significant degree of influence over our management and affairs and control matters requiring stockholder approval, including the election of directors and approval of mergers, business combinations or other significant transactions. The interests of one or more of these stockholders may not always coincide with our interests or the interests of other stockholders. For instance, officers, directors, and principal stockholders, acting together, could cause us to enter into transactions or agreements that we would not otherwise consider. Similarly, this concentration of ownership may have the effect of delaying or preventing a change in control of our company otherwise favored by our other stockholders. As of March 21, 2024, Jack W. Schuler (and his related entities) beneficially owned approximately 22.7 percent of our common stock. To the extent that this or any other significant stockholders oppose any proposal put forth for stockholder approval by our board of directors, they control a sufficient percentage of our outstanding shares to cause such proposal to either fail or be very difficult to achieve without their support. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders from realizing a premium over the market price for their shares of common stock. The concentration of ownership also may contribute to the low trading volume and volatility of our common stock.

Through our third-party IT Service Team ("IT Service Team"), we continuously monitor and update our information technology networks and infrastructure to prevent, detect, address and mitigate risks associated with unauthorized access, misuse, computer viruses and other events that could have a security impact. Our IT Service Team invests in industry standard security technology to protect the Company’s data and business processes against risk of cybersecurity incidents. Our data security management program includes identity, trust, vulnerability and threat management business processes, as well as adoption of standard data protection policies.

Our IT Services Team has a comprehensive incident response plan to address cybersecurity incidents. Our incident response plan includes procedures for identifying, containing and responding to cybersecurity incidents and is subject to regular review and assessment to ensure that it is effective in protecting our information technology. To date, we believe that our cybersecurity program has been effective in protecting the confidentiality, integrity, and availability of the Company's information. We cannot guarantee that our cybersecurity program will be successful in preventing all cybersecurity incidents. We currently maintain a cyber insurance policy that provides coverage against losses due to cybersecurity events, however, such insurance may not be sufficient in type or amount to cover us against all claims related to security breaches, cyber-attacks and other related breaches.

We engage external consultants and computer security firms to enhance our cybersecurity oversight. Included within our cybersecurity program is the use of computer security firms to provide annual training to our employees to help them identify and report cybersecurity threats. While we are regularly subject to cybersecurity attacks, ransomware and other security breaches, we have not experienced any material cybersecurity incidents for the year ended December 31, 2023. We do not believe that there are currently any known risks from cybersecurity threats that are reasonably likely to materially affect us or our business strategy, results of operations or financial condition.

We do not own any real property. We are party to a lease agreement pursuant to which we lease 22,213 square feet of office and research and development space located at 19 Presidential Way, Woburn, Massachusetts. This lease began on June 1, 2016 and will end on November 30, 2026, and does not include any options for the early termination or the extension of the lease. Upon signing the lease, we provided the landlord with a security deposit of $229 through the issuance of an irrevocable letter of credit.

In December 2023, we notified the landlord that we were deferring monthly rental payments, beginning with the December 2023 rent, until such time that we are able to raise additional working capital. The landlord immediately notified the Company that it was in payment default under the terms of the lease and has subsequently withdrawn funds held under the irrevocable letter of credit to cover rent for the months of December 2023 through February 2024, leaving a remaining balance in the letter of credit of $12. The Company reinitiated payment of its monthly rent beginning with the month of March 2024, and intends to return the letter of credit back to its $229 balance as available funding permits.

We have a sublease agreement with a subsidiary of CJ CheilJedang Corporation ("CJ") for CJ's sublease of 9,874 square feet of our Woburn facility. The subleased space was determined to be in excess of our needs as a result of our strategic shift and the related restructuring of our operations during 2016. The sublease is coterminous with our master lease. CJ pays rent and operating expenses equal to its pro-rata share of the amounts payable to the landlord by us, as adjusted from

Our wholly-owned subsidiary, YOI, located in Saskatoon, Saskatchewan, Canada, leases approximately 9,600 square feet of office, laboratory and greenhouse space located within Innovation Place at 410 Downey Road and within the research facility of National Research Council Canada located at 110 Gymnasium Place. These leases do not contain renewal or early termination options. YOI's leases for these facilities generally have terms of one year, and are extended annually through amendment. Most of these leases will expire on various dates through September 30, 2024.

small cap pre-revenue company. Over the past four years, Yield10 has developed proprietary, engineered spring and winter Camelina varieties, including herbicide tolerant (“HT”) and stacked herbicide tolerant (“stacked HT”) traits which form the genetic foundation for introducing commercial-quality Camelina varieties tailored to address our target markets. Based on this biofuels strategy, we recently signed our first non-exclusive global, commercial license with Vision Bioenergy Oilseeds for certain Camelina lines and herbicide tolerance traits. Going forward, we plan to continue executing partnerships and other types of agreements for the development of Camelina technologies used in the production of biofuels. Yield10 is headquartered in Woburn, Massachusetts and has a Canadian subsidiary, Yield10 Oilseeds Inc., located in Saskatoon, Saskatchewan, Canada.

During 2018, we entered into a sub-award with Michigan State University ("MSU") to support a Department of Energy ("DOE") funded grant entitled "A Systems Approach to Increasing Carbon Flux to Seed Oil." Our participation under this five-year grant has been awarded incrementally on an annual basis with the first year commencing on September 15, 2017. Funding for this sub-award for the full grant amount of $2,957 was appropriated by the U.S. Congress through the contractual year ending in September 2022. We were permitted to extend the term of the award into early 2023 in order to earn and recognize the final $60 under the grant. During the years ended December 31, 2023 and December 31, 2022, we recognized $60 and $450, respectively, from this sub-award and as of December 31, 2023, the DOE sub-award has been completed with no further future amounts to be recognized.

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these consolidated financial statements often requires us to make judgments and accounting estimates that can materially affect the amounts reported in the consolidated financial statements and accompanying notes. These judgments and estimates can have a significant effect on the financial statements because they result primarily from estimates about the effects of matters that are inherently uncertain. We make these estimates and judgments based on guidance provided by current GAAP, historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results may differ from these estimates.

All costs associated with internal research and development are expensed as incurred. Research and development expenses include, among others, direct costs for salaries, employee benefits, subcontractors, crop trials, regulatory activities, facility related expenses, depreciation, and stock-based compensation. Costs incurred for seed multiplication and processing and the cost of harvested Camelina grain purchased from growers under grain production contracts are included within research and development expense until the Company completes its transition to established commercial operations, at which time these costs are expected to be recorded within inventory. Costs incurred in connection with government research grants are recorded as research and development expense.

During the year ended December 31, 2023, amounts paid to us for Camelina planting seed delivered to growers and from the Company's grain purchases delivered to its grain offtake partner have been recorded as an offset to research and development expense. We believe that we need to more fully establish our commercial operations, substantiate the profitable economics of our Camelina product as a biofuel feedstock and validate grower acceptance of the crop through larger acreage adoption before we begin to record payments for seed and grain deliveries as product revenue. Until then, we will consider our early, small-scale acreage production of Camelina, such as those completed during 2023, to be an initial proof of concept, or prototype, as defined under ASC 740, Research and Development. We will transition to commercialization and begin to record Camelina seed and grain inventory, cost of goods sold and product sales once we are satisfied the product has met these requirements.

The accounting standards for stock-based compensation require that all stock-based awards be recognized as an expense in the consolidated financial statements and that such expense be measured based on the fair value of the award. We use the Black-Scholes option-pricing model to value our service-based option grants and to determine the related compensation expense to be recognized over each award's vesting period. Calculating the fair value of stock-based payment awards using modeling techniques requires the use of assumptions. These assumptions represent our best estimates, but the estimates involve inherent uncertainties and the application of judgment. We adjust our modeling assumptions when valuing new stock awards based on actual experience.

Due to the Company's history of annual income tax losses, it has never incurred significant income tax expense. We have, however, historically recorded and disclosed in our financial statements significant deferred income tax assets for net operating loss carry forwards and research tax credits that may be available to offset future taxable income. We routinely assess the realizability of the Company's deferred tax assets and have historically concluded that it is unlikely that deferred tax assets derived from our U.S. operations will be realized under current accounting standards and therefore we have consistently maintained a full valuation allowance against these tax assets. Our U.S. deferred tax assets are also subject to substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to stock ownership changes that have occurred, primarily as a result of our securities offerings. The calculation of Section 382 limitations is highly judgmental and the calculations are complex. Based on an analysis completed during 2022, we have concluded that all of our historical U.S. deferred tax assets generated through November 31, 2019 are no longer available to us for future use to offset taxable income.

Through December 31, 2022, YOI performed research and development services for Yield10 under a research services agreement subject to intercompany transfer pricing regulations established in the U.S. and Canada. These regulations required that YOI earn an arms-length profit from the research services, calculated in accordance with U.S. and Canadian tax regulations. YOI previously filed for research tax credit carryforwards in the past that have been used to offset its taxable income generated as a result of the intercompany profit. Prior to 2022, these accumulated Canadian research credits were recorded as a deferred tax asset within the Company's consolidated balance sheet based on our judgment that YOI would continue to earn taxable income in the future and the value of deferred tax asset would be realized. However, in 2022, the Company's decline in its cash and short-term investment balances created substantial doubt that the Company would continue as a going concern. We believe that it is more likely than not that the remaining deferred tax assets will not be utilized and, as such, we have recorded a full valuation allowance against the remaining deferred tax asset in Canada.

We offer our securities for sale to public and private investors from time to time. The structure of these offerings can be relatively straight-forward or they can be highly complex, requiring significant judgment in their accounting treatment and financial reporting. Our historical offerings completed to date have included different classes of securities, including common stock, convertible preferred stock and warrants with various exercise prices and terms. Depending on the facts and circumstances of each offering, including; the offering and market price of our common stock, the amount of cash proceeds received, the fair value determination of each type of security issued, the availability of authorized and unissued common shares to support conversion of preferred shares or the exercise of the warrants, the specific terms of securities purchase agreements and other factors that may come into consideration, the shares of an offering may be recorded as permanent or temporary equity within our balance sheets. The fair value of warrants issued in an offering, under certain situations, may be recorded as a liability and be subject to mark-to-market adjustments on each balance sheet date based on changes in their fair value determined using the Black-Scholes valuation model. We carefully analyze our securities offerings to ensure that we record them in accordance with current accounting guidance.

As a lessee, we follow the lease accounting guidance codified in ASC 842. Under this guidance, a lease is classified as a finance lease if any of five criteria described in the guidance apply to the lease. Any lease not classified as a finance lease is classified as an operating lease with expense recognition occurring on a straight-line basis over the term of the lease. The application of this guidance requires judgment. Under ASC 842, a lease liability is recorded on the commencement date of a lease and is calculated as the present value of the remaining lease payments, using the interest rate implicit in the lease, or if that rate is not readily determinable, using the lessee's incremental borrowing rate. A right-of-use asset equal to the lease liability is also recorded with adjustments made, as necessary, for lease prepayments, lease accruals, initial direct costs and lessor lease incentives that may be present within the terms of the lease. If a lease subject to ASC 842 is amended, the right-of-use asset and lease liability are adjusted, if appropriate. These mathematical calculations to comply with ASC 842 can be complex.

Grant revenue was $60 and $450 for the years ended December 31, 2023 and 2022, respectively. All of the grant revenue recorded during the year ended December 31, 2023 was derived from the Company's DOE sub-award with MSU. As of March 31, 2023, our work in support of this research grant was completed with no further grant revenue to be recognized. We currently do not have any active government grants and cannot assess whether additional U.S. or Canadian government research grants will be awarded to us in the future.

During the year ended December 31, 2023, we took first-time deliveries of harvested Camelina grain produced under winter and spring season grower contracts in Western Canada and the United States. Our first two seasons were small in scale, representing a proof-of-concept for our Camelina products to be used in the biofuel feedstock market. We are at an early stage in the commercialization of Camelina and have not yet begun to capitalize product inventory. The costs of producing Camelina planting seed and the purchase cost of grain harvests acquired from our growers during 2023 were recorded to research and development expense. Payments received or due to us from our shipments of seed and harvested grain to growers and offtake partners that were completed during the the year ended December 31, 2023 have been recorded as an offset to research and development expense. This accounting practice will continue until such time that we have more fully validated our markets and believe the value of capitalized inventory can be realized through product sales. The Company's Camelina seed and harvested grain shipments are expected to remain seasonal in the foreseeable future, with acreage planted in the winter and spring growing seasons being harvested and shipped annually to our offtake partners in our third and fourth fiscal quarters.

Research and development expense increased by $573, or 7%, from $7,750 during the year ended December 31, 2022 to $8,323 during the year ended December 31, 2023. The 2023 increase is primarily due to the increased cost of crop trials and commercial seed production partially offset by lower employee compensation and benefits expenses. During the year ended December 31, 2023, crop trial expenses increased by $349 to $1,381 from $1,032 incurred during the year ended December 31, 2022, primarily as a result of our ongoing development of herbicide tolerant Camelina plant varieties. Commercial seed production costs increased by $435 from $226 during the year ended December 31, 2022 to $661 during the year ended December 31, 2023 as we prepare for future growing seasons. Partially offsetting these increases were lower employee compensation and benefits of $136 as a result of reduced payroll and stock compensation costs.

Based on current planning and forecasting, we anticipate that our research and development expenses during the year ended December 31, 2024 will decrease below levels incurred during the year ended December 31, 2023, as we shift our primary focus to the development and commercialization of our Omega-3 Camelina plant varieties for the aquaculture fish feed, nutraceutical and pharmaceutical markets while we negotiate opportunities to partner with other parties for the biofuels market. We are reducing our planned level of expenditure for research and development activities to better match our anticipated cash resources for 2024. Our forecast related to research and development expense is subject to change and may be impacted by our ability to raise additional working capital to support our plans or our entry into third-party collaborations or other business opportunities that could alter our plans.

General and administrative expenses remained consistent at $6,154 and $6,151 for the fiscal years ended December 31, 2023 and December 31, 2022, respectively. Although unchanged in total, professional service fees increased by $352 from $973 during the year ended December 31, 2022 to $1,325 during the year ended December 31, 2023. This increase was primarily the result of higher legal and accounting expenses of $345 as a result of securities offerings completed during the year, business development activities and technical accounting analysis. Lower employee compensation and benefit expenses offset the increase in professional service fees, decreasing by $398 year-over-year. This decrease is attributable to lower payroll expenses of $138 as the Company furloughed and reduced employee compensation in order to conserve cash and to lower stock-based compensation expense of $231.

Based on current planning and forecasting, we anticipate that our general and administrative expenses during the year ended December 31, 2024 will remain consistent with levels incurred during the year ended December 31, 2023. We will continue to incur costs related to activities in support of our commercial growth, including increasing legal and accounting expenses, license payments and travel-related expenses in support of business development. Our forecast related to general and administrative expense is subject to change and may be impacted by our ability to raise additional working capital to support our plans or our entry into third-party collaborations or other business opportunities that could alter our plans.

Since our inception, we have incurred significant expenses related to our research, development and commercialization efforts, which in recent years have been focused on Camelina. With the exception of 2012, we have recorded annual losses since the Company's initial founding, including our fiscal year ended December 31, 2023. As of December 31, 2023, we had an accumulated deficit of $414,152. Our total unrestricted cash, cash equivalents and short-term investments as of December 31, 2023, totaled $1,068 as compared to $4,347 at December 31, 2022. As of December 31, 2023, we have a short-term convertible note outstanding of $1,000 with MPC Investment LLC, an affiliate of Marathon. The note and interest charges accruing at 8.0% per annum, is expected to mature on August 24, 2024, unless converted to Yield10 equity or retired earlier.

One of the top priorities of our management is the evaluation and pursuit of different strategies to obtain the required funding for our operations in the very near term. These strategies may include, but are not limited to: public and private placements of equity and/or debt, licensing and/or collaboration arrangements and strategic alternatives with third parties, or other funding from the government or third parties. Our ability to secure funding is subject to numerous risks and uncertainties, including the volatility of capital markets, the impact of geopolitical turmoil and economic uncertainty related to rising inflation and disruptions in the global supply chain. As a result, there can be no assurance that these funding efforts will be successful. If they are not successful, we will be required to scale back, or possibly discontinue, our business operations. The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our technologies or products or grant licenses on terms that are not favorable to us. Additional capital may not be available on reasonable terms, in a timely manner, or at all.

Our cash, cash equivalents and short-term investments at December 31, 2023 were held for working capital purposes. As of December 31, 2023, we had restricted cash of $229 held in connection with the lease agreement for our Woburn, Massachusetts facility. In December 2023, we notified the landlord that we were deferring monthly rental payments, beginning with the December 2023 rent, until such time that we are able to raise additional working capital. The landlord immediately notified the Company that it was in payment default under the terms of the lease and during the first quarter of 2024 has subsequently withdrawn funds held under the irrevocable letter of credit to cover rent for the months of December 2023 through February 2024, leaving a remaining balance in the letter of credit of $12. The Company reinitiated payment of its monthly rent beginning with the month of March 2024 and intends to return the letter of credit back to its $229 balance as available funding permits.

Investments are made in accordance with our corporate investment policy, as approved by our Board of Directors. The primary objective of this policy is to preserve principal, and consequently, investments are limited to high quality corporate debt, U.S. Treasury bills and notes, money market funds, bank debt obligations, municipal debt obligations and asset-backed securities. The policy establishes maturity and concentration limits, and liquidity requirements. As of December 31, 2023, we were in compliance with this policy.

We routinely enter into contractual commitments with third parties to support our operating activities. The more significant of these commitments includes real estate operating leases for our office, laboratory and greenhouse facilities located in the U.S. and Canada. In addition, we typically enter into annual premium funding arrangements through our insurance broker that allows us to spread the payment of our directors' and officers' liability and other business insurance premiums over the terms of the policies. Our material commitments also include arrangements with third party growers located in North and South America for the execution of crop trials and seed scale-up activities to further our trait development goals and to progress the commercial development of our Camelina plant varieties. The aggregate cost of these contracted crop activities is substantial. From time-to-time, we also enter into exclusive research licensing and collaboration arrangements with third parties for the development of intellectual property related to trait development. These long-term agreements typically include initial licensing payments and future contingent milestone payments associated with regulatory filings and approvals as well as potential royalty payments based on future product sales. Generally, these licensing arrangements contain early termination provisions within the terms of the respective agreements.

On April 27, 2023, we signed a non-binding letter of intent (“LOI”) with Marathon for a potential investment in Yield10 by Marathon and for an offtake agreement for low-carbon intensity Camelina feedstock oil to be used in renewable fuels production. In connection with signing the LOI, we sold and issued to MPC Investment LLC, an affiliate of Marathon, a senior unsecured convertible note in the original principal amount of $1,000 (the “Convertible Note”) which is convertible into shares of the Company’s common stock at a conversion price equal to $3.07 per share, subject to any mandatory adjustments and certain conditions and limitations set forth in the Convertible Note. If not converted or terminated earlier, all outstanding principal and accrued and unpaid interest on the Convertible Note will be due and payable in full in cash on the Convertible Note's expected maturity date of August 24, 2024. We used the net proceeds of $967, after debt issuance costs of $33, from the Convertible Note for working capital and general corporate purposes.

On August 15, 2023, we closed on a public offering of 5,750,000 units at a public offering price of $0.65 per unit. Each unit consisted of one share of common stock and one warrant to purchase one share of common stock. The warrants, when issued, were immediately exercisable at an exercise price of $0.65 per share and expire five years from the date of issuance. The shares of common stock and accompanying warrants could only be purchased together during the offering, but were immediately separable upon issuance. We received cash proceeds of $3,125, from the offering, net of $613 in issuance costs.

On May 5, 2023, we closed on a $3,000 offering of the Company's common stock (or pre-funded warrants in lieu thereof) in a registered direct offering and warrants in a concurrent private placement with investors. Under the terms of the securities purchase agreement, we agreed to sell 1,006,710 shares of common stock and to issue unregistered warrants to purchase 1,006,710 shares of common stock. The combined effective offering price for one share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant was $2.98. The Company received proceeds of $2,717 from the offering, net of $283 in issuance costs. The shares underlying the warrants issued in the offering were registered by the Company in July 2023.

On January 24, 2023, the Company entered into an Equity Distribution Agreement (the "Sales Agreement") with Maxim Group LLC ("Maxim") under which the Company could offer and sell shares of its common stock, $0.01 par value per share, having an aggregate offering price of up to $4,200 from time to time through Maxim, acting exclusively as the Company's sales agent. Maxim was entitled to compensation at a fixed commission rate of 2.75% of the gross sales price for each share sold. Effective May 3, 2023, the Company terminated the Sales Agreement after issuing a total of 94,665 shares

We follow the guidance of ASC Topic 205-40, Presentation of Financial Statements-Going Concern, in order to determine whether there is substantial doubt about our ability to continue as a going concern for one year after the date our financial statements are issued. Based on our current cash forecast, we expect that our present capital resources will not be sufficient to fund our planned operations for at least that period of time, which raises substantial doubt as to the Company's ability to continue as a going concern. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. Our ability to continue operations after our current cash resources are exhausted will depend upon our ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, warrant holders' ability and willingness to exercise the Company's outstanding warrants, and additional government research grants or collaborative arrangements with third parties, as to which no assurances can be given. We do not know whether additional financing will be available on terms favorable or acceptable to us when needed, if at all. If additional funds are not available when required, we will be forced to curtail our research efforts, explore strategic alternatives and/or wind down our operations and pursue options for liquidating our remaining assets, including intellectual property and equipment.

If we issue equity or debt securities to raise additional funds, (i) the Company may incur fees associated with such issuance, (ii) our existing stockholders will experience dilution from the issuance of new equity securities, (iii) the Company may incur ongoing interest expense and be required to grant a security interest in Company assets in connection with any debt issuance, and (iv) the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. In addition, utilization of our net operating loss and research and development credit carryforwards may be subject to significant annual limitations under Section 382 of the Internal Revenue Code of 1986 due to ownership changes resulting from future equity financing transactions. If we raise additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to our potential products or proprietary technologies or grant licenses on terms that are not favorable to the Company.

Net cash used in operating activities was $10,068 during the year ended December 31, 2023, compared to net cash used by operating activities during 2022 of $11,404. Net cash used by operations during the year ended December 31, 2023 primarily reflects the net loss of $14,455 and our cash payments made to reduce the Company's lease liabilities of $456. Non-cash charges offsetting a portion of the net loss include depreciation and amortization expense of $290, stock-based compensation expense of $1,592, our 401(k) stock matching contribution expense of $108 and non-cash lease expense of $308 resulting from amortization of our right-of-use asset. The net cash usage for operating activities during the year ended December 31, 2022 of $11,404 was primarily the result of the Company's net loss of $13,566, cash payments to reduce the Company's lease liabilities of $520 and our payment of 2021 bonus compensation of $378 during early 2022. Non-cash charges offsetting a portion of the net loss included depreciation and amortization expense of $263, stock-based compensation expense of $1,903, our 401(k) stock matching contribution expense of $133, non-cash lease expense of $393 and a non-cash expense of $165 to establish a full valuation allowance against our Canadian deferred tax assets.

As of the end of the period covered by this Annual Report on Form 10-K, under the supervision of our Chief Executive Officer and our Chief Accounting Officer, we evaluated the effectiveness of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Based on this evaluation, our Chief Executive Officer and our Chief Accounting Officer concluded that as of December 31, 2023 our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in reports that we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Accounting Officer, as appropriate to allow timely decisions regarding required disclosure. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance because a control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed 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. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

Name

Title

Date

/s/ OLIVER P. PEOPLES

President and Chief Executive Officer and Director (Principal Executive Officer)

April 1, 2024

Oliver P. Peoples, Ph.D.

/s/ CHARLES B. HAASER

Vice President, Finance, and Chief Accounting Officer (Principal Financial and Accounting Officer)

April 1, 2024

Charles B. Haaser

/s/ SHERRI M. BROWN

Director

April 1, 2024

Sherri M. Brown

/s/ RICHARD W. HAMILTON

Director

April 1, 2024

Richard W. Hamilton, Ph.D.

/s/ WILLIE LOH

Director

April 1, 2024

Willie Loh, Ph.D.

/s/ ANTHONY J. SINSKEY

Director

April 1, 2024

Anthony J. Sinskey, Sc.D.

/s/ ROBERT L. VAN NOSTRAND

Chairman

April 1, 2024

Robert L. Van Nostrand

We have audited the accompanying consolidated balance sheet of Yield10 Bioscience, Inc. (“the Company”) as of year ended December 31, 2023, and the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

As discussed in Note 9 to the financial statements, In May and August 2023, the Company closed multiple financing transactions which included the issuance of common stock, pre-funded warrants and private placement warrants (“Warrants”) to purchase its common stock. Upon issuance, the pre-funded warrants and private placement warrants were recorded at their respective allocated fair value as of the grant date as components of stockholders’ deficit within additional paid-in capital in the amount of $2.3 million.

We have audited the accompanying consolidated balance sheet of Yield10 Bioscience, Inc. and its subsidiaries (the Company) as of December 31, 2022, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying 2022 financial statements were prepared assuming that the Company would continue as a going concern. As discussed in Note 1 to the 2022 financial statements, the Company suffered recurring losses from operations and did not have sufficient liquidity to meet forecasted costs. This raised substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters were also are described in Note 1 to the 2022 financial statements. The 2022 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.


	December 31, 2023		December 31, 2022
Assets
Current Assets:
Cash and cash equivalents	$	1,068	$	2,356
Short-term investments	—		1,991


Unbilled receivables	—		30
Prepaid expenses and other current assets	332		641
Total current assets	1,400		5,018
Restricted cash	264		264
Property and equipment, net	548		775
Right-of-use assets	1,653		1,961
Other assets	42		67
Total assets	$	3,907	$	8,085

Liabilities and Stockholders' Equity (Deficit)
Current Liabilities:
Accounts payable	$	1,202	$	109
Accrued expenses	2,010		926
Lease liabilities	669		575
Convertible note payable, net of issuance costs (Note12)	984		—
Total current liabilities	4,865		1,610
Lease liabilities, net of current portion	1,525		2,075
Total liabilities	6,390		3,685
Commitments and contingencies (Note 7)
Stockholders' Equity (Deficit):
Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding	—		—
Common stock ($0.01 par value per share); 60,000,000 shares authorized at December 31, 2023 and 2022, and 12,032,425 and 4,944,202 shares issued and outstanding at December 31, 2023 and 2022, respectively	120		49
Additional paid-in capital	411,814		404,277
Accumulated other comprehensive loss	(265)		(229)
Accumulated deficit	(414,152)		(399,697)
Total stockholders' equity (deficit)	(2,483)		4,400
Total liabilities and stockholders' equity (deficit)	$	3,907	$	8,085


	Years Ended December 31,
	2023		2022
Revenue:
Grant revenue	$	60	$	450
Total revenue	60		450
Expenses:
Research and development	8,323		7,750
General and administrative	6,154		6,151
Total expenses	14,477		13,901
Loss from operations	(14,417)		(13,451)
Other income (expense):
Other income (expense), net	(38)		41
Total other income (expense)	(38)		41
Loss from operations before income taxes	(14,455)		(13,410)
Income tax provision	—		(156)
Net loss	$	(14,455)	$	(13,566)

Basic and diluted net loss per share	$	(1.82)	$	(2.76)







Number of shares used in per share calculations:
Basic and diluted	7,946,281		4,914,565


	Years Ended December 31,
	2023		2022
Cash flows from operating activities
Net loss	$	(14,455)	$	(13,566)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	290		263
Expense for 401(k) company common stock match	108		133
Stock-based compensation	1,592		1,903
Noncash lease expense	308		393
Deferred tax asset	—		165
Changes in operating assets and liabilities:
Accounts receivable	—		164
Unbilled receivables	30		4
Prepaid expenses and other assets	345		(160)
Accounts payable	1,093		26
Accrued expenses	1,077		(209)
Lease liabilities	(456)		(520)
Net cash used in operating activities	(10,068)		(11,404)

Cash flows from investing activities
Purchase of property and equipment	(46)		(154)


Purchase of investments	—		(2,445)
Proceeds from sale and maturity of short-term investments	1,991		11,121
Net cash provided by investing activities	1,945		8,522

Cash flows from financing activities
Proceeds from the issuance of common stock and warrants in equity offerings, net of issuance costs	5,842		—
Proceeds from At-the-Market offering, net of issuance costs	103		—
Proceeds from issuance of convertible debt note, net of issuance costs	967		—
Taxes paid on employees' behalf related to vesting of stock awards	(41)		(37)
Net cash provided by (used in) financing activities	6,871		(37)

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(36)		(54)
Net decrease in cash, cash equivalents and restricted cash	(1,288)		(2,973)
Cash, cash equivalents and restricted cash at beginning of year	2,620		5,593
Cash, cash equivalents and restricted cash at end of year	$	1,332	$	2,620

Supplemental Cash Flow Disclosure:
Interest paid	$	68	$	10
Right-of-use assets acquired in exchange for lease liabilities	$	138	$	—


	Common Stock
	Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders' Equity (Deficit)
Balance, December 31, 2021	4,881,851	$	49	$	402,283	$	(175)	$	(386,131)	$	16,026
Stock-based compensation expense	—	—		1,903		—		—		1,903
Issuance of common stock for 401(k) match	36,706	—		128		—		—		128

Issuance of common stock upon vesting of restricted stock units	25,645	—		—		—		—		—
Taxes paid on employees' behalf related to vesting of stock awards	—	—		(37)		—		—		(37)


Effect of foreign currency translation and unrelated loss on investments	—	—		—		(54)		—		(54)
Net loss	—	—		—		—		(13,566)		(13,566)
Balance, December 31, 2022	4,944,202	$	49	$	404,277	$	(229)	$	(399,697)	$	4,400
Stock-based compensation expense	—	—		1,544		—		—		1,544
Issuance of common stock for 401(k) match	119,971	1		110		—		—		111
Issuance of common stock under At-the-Market offering, net of issuance costs	94,665	1		102		—		—		103
Issuance of common stock upon vesting of restricted stock units	17,640	—		—		—		—		—
Taxes paid on employees' behalf related to vesting of stock awards	—	—		(41)		—		—		(41)
Issuance of common stock and warrants in equity offerings, net of issuance costs	6,756,710	68		5,774		—		—		5,842
Issuance of common stock for director compensation	99,237	1		48		—		—		49
Effect of foreign currency translation and unrelated loss on investments	—	—		—		(36)		—		(36)
Net loss	—	—		—		—		(14,455)		(14,455)
Balance, December 31, 2023	12,032,425	$	120	$	411,814	$	(265)	$	(414,152)	$	(2,483)


Delaware (State or other jurisdiction of incorporation or organization)						04-3158289 (I.R.S. Employer Identification No.)

19 Presidential Way, Woburn, MA (Address of principal executive offices)						01801 (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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐



		Page
	PART I.
Item 1	Business	4
Item 1A	Risk Factors	18
Item 1B	Unresolved Staff Comments	35
Item 1C	Cybersecurity	35
Item 2	Properties	36
Item 3	Legal Proceedings	37
Item 4	Mine Safety Disclosures	37
	Information about Our Directors and Officers	37
	PART II.
Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	38
Item 6	Reserved	38
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	46
Item 8	Financial Statements and Supplementary Data	46
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	46
Item 9A	Controls and Procedures	46
Item 9B	Other Information	47
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	47
	PART III.
Item 10	Directors, Executive Officers and Corporate Governance	47
Item 11	Executive Compensation	47
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
Item 13	Certain Relationships and Related Transactions, and Director Independence	47
Item 14	Principal Accounting Fees and Services	47
	PART IV.
Item 15	Exhibits and Financial Statement Schedules	47
Item 16	Form 10-K Summary	52
	SIGNATURES	52


Program Title	Funding Agency	Total Government Funds		Total revenue recognized through December 31, 2023		Remaining amount to be recognized as of December 31, 2023		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	$	2,957	$	2,957	$	—	September 15, 2023


☒						ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Year ended December 31,
	2023		2022		Change

Grant revenue	$	60	$	450	$	(390)


†			Management contract or compensatory plan or arrangement.
@			Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets ("[***]") because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.



	YIELD10 BIOSCIENCE, INC.
April 1, 2024	By:	/s/ OLIVER P. PEOPLES
		Oliver P. Peoples, Ph.D. President and Chief Executive Officer (Principal Executive Officer)




Report of Independent Registered Public Accounting Firm (PCAOB ID: 52)			F- #
Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)			F- 3
Consolidated Balance Sheets as of December 31, 2023 and 2022			F- 4
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022			F- 5
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022			F- 6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022			F- 7
Consolidated Statements of Stockholders' Equity (Deficit) for the Years Ended December 31, 2023 and 2022			F- 8
Notes to Consolidated Financial Statements			F- 9


/s/ Berkowitz Pollack Brant Advisors +CPAs

We have served as the Company's auditors since 2024.

West Palm Beach, FL

April 1, 2024


	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	1,068	$	2,356
Restricted cash	264		264
Total cash, cash equivalents and restricted cash	$	1,332	$	2,620


Asset Description						Estimated Useful Life (years)
Equipment						3
Furniture and fixtures						5
Software						3
Leasehold improvements						Shorter of useful life or term of lease


	Year Ended December 31,
	2023	2022
Options	1,338,921	979,748
Restricted stock awards	—	27,123
Warrants	7,886,008	1,129,298
Total	9,224,929	2,136,169


	Number of Shares	Weighted Average Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance at December 31, 2021	722,765	$	19.22	8.79	$	—
Granted	260,285	3.72
Exercised	—	—
Forfeited	(1,859)	7.55
Expired	(1,443)	712.92
Balance at December 31, 2022	979,748	14.10		8.15	$	—
Granted	457,600	2.16
Exercised	—	—
Forfeited	(66,423)	6.35
Expired	(32,004)	75.42
Balance at December 31, 2023	1,338,921	$	8.94	7.46	$	—
Vested and expected to vest at December 31, 2023	1,338,921	$	8.94	7.46	$	—
Exercisable at December 31, 2023	664,919	$	14.15	6.81	$	—


	Year Ended December 31,
	2023	2022
Expected dividend yield	—	—
Risk-free rate	3.5% - 4.7%	1.6% - 4.3%
Expected option term (in years)	6.2 - 6.3	6.2 - 10.0
Volatility	119% - 123%	116% - 126%


	Accumulated Cost at December 31, 2022		Unrealized				Market Value at December 31, 2022
			Gain		(Loss)
Short-term investments
U.S. government and agency securities	$	1,992	$	—	$	(1)	$	1,991
Total	$	1,992	$	—	$	(1)	$	1,991


	Fair value measurements at December 31, 2023
	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, 2023
Assets
Cash equivalents:
Money market funds	$	673	$	—	$	—	$	673



Total assets	$	673	$	—	$	—	$	673


Issuance	Number of Common Shares Issuable Upon Exercise of Outstanding Warrants	Exercise Price		Expiration Date
August 2023 Public Offering	5,750,000	$	0.65	August 15, 2028
May 2023 Registered Direct and Concurrent Private Placement	1,006,710	$	2.98	November 6, 2028
November 2019 Public Offering - Series B	395,528	$	8.00	May 19, 2027
November 2019 Private Placement - Series B	718,750	$	8.00	May 19, 2027
July 2017 Registered Direct Offering	14,270	$	201.60	January 7, 2024
Consultant	750	$	116.00	September 11, 2024
Total	7,886,008


	December 31, 2023	December 31, 2022
Stock Options	1,338,921	979,748
RSUs	—	27,123
Warrants	7,886,008	1,129,298
Total number of common shares reserved for future issuance	9,224,929	2,136,169


	Number of RSUs	Weighted Average Remaining Contractual Life (years)
Outstanding at December 31, 2022	27,123
Awarded	—
Released	(27,123)
Forfeited	—
Outstanding at December 31, 2023	—	0.00

Weighted average remaining recognition period (years)	0.00


Year ended December 31,	Undiscounted Cash Flows
2024	$	810
2025	833
2026	786
2027	25
Thereafter	4
Total undiscounted future lease payments	2,458
Amount of lease payments representing interest	(264)
Total lease liabilities	$	2,194
Short-term lease liabilities	$	669
Long-term lease liabilities	$	1,525


Other information as of:	December 31, 2023	December 31, 2022
Weighted-average remaining lease term (years)	3.0	3.9
Weighted-average discount rate	7.53%	7.25%


	U.S.		Canada		Total
Year Ended December 31, 2023
Revenue	$	60	$	—	$	60
Identifiable long-lived assets	$	484	$	64	$	548
Year Ended December 31, 2022
Revenue	$	450	$	—	$	450
Identifiable long-lived assets	$	671	$	104	$	775


Signed:			/s/ Oliver Peoples
Printed Name:			Oliver Peoples
Title:			CEO
Date:			12/6/2023


Signed:			/s/ Lynne Brum
Printed Name:			Lynne Brum
Title:			VP, Planning and Communications
Date:			12/6/2023


Signed:			/s/ Kristi Snell
Printed Name:			Kristi Snell
Title:			CSO and VP of Research
Date:			12/6/2023

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Mar. 28, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-33133
Entity Registrant Name	YIELD10 BIOSCIENCE, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	04-3158289
Entity Address, Address Line One	19 Presidential Way
Entity Address, City or Town	Woburn
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01801
City Area Code	617
Local Phone Number	583-1700
Title of 12(b) Security	Common Stock
Trading Symbol	YTEN
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 9,843,350
Entity Common Stock, Shares Outstanding		15,401,706
Documents Incorporated by Reference [Text Block]	DOCUMENTS INCORPORATED BY REFERENCE Pursuant to General Instruction G to Form 10-K, the information required by Part III, Items 10, 11, 12, 13 and 14 is incorporated herein by reference from the Company's proxy statement for the Annual Meeting of Stockholders to be held on June 20, 2024, which is expected to be filed not later than 120 days after the fiscal year end covered by this Form 10-K.
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Central Index Key	0001121702

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Audit Information [Abstract]
Auditor Firm ID	52
Auditor Name	Berkowitz Pollack Brant Advisors +CPAs
Auditor Location	West Palm Beach, FL

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 1,068	$ 2,356
Short-term investments	0	1,991
Unbilled receivables	0	30
Prepaid expenses and other current assets	332	641
Total current assets	1,400	5,018
Restricted cash	264	264
Property and equipment, net	548	775
Right-of-use assets	1,653	1,961
Other assets	42	67
Total assets	3,907	8,085
Current Liabilities:
Accounts payable	1,202	109
Accrued expenses	2,010	926
Lease liabilities	669	575
Convertible note payable, net of issuance costs (Note12)	984	0
Total current liabilities	4,865	1,610
Lease liabilities, net of current portion	1,525	2,075
Total liabilities	6,390	3,685
Commitments and contingencies (Note 7)
Stockholders' Equity (Deficit):
Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding	0	0
Common stock ($0.01 par value per share); 60,000,000 shares authorized at December 31, 2023 and 2022, and 12,032,425 and 4,944,202 shares issued and outstanding at December 31, 2023 and 2022, respectively	120	49
Additional paid-in capital	411,814	404,277
Accumulated other comprehensive loss	(265)	(229)
Accumulated deficit	(414,152)	(399,697)
Total stockholders' equity (deficit)	(2,483)	4,400
Total liabilities and stockholders' equity (deficit)	$ 3,907	$ 8,085

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value per share (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	60,000,000	60,000,000
Common stock, shares issued	12,032,425	4,944,202
Common stock, shares outstanding	12,032,425	4,944,202

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue:
Total revenue	$ 60	$ 450
Expenses:
Research and development	8,323	7,750
General and administrative	6,154	6,151
Total expenses	14,477	13,901
Loss from operations	(14,417)	(13,451)
Other income (expense):
Other income (expense), net	(38)	41
Total other income (expense)	(38)	41
Loss from operations before income taxes	(14,455)	(13,410)
Income tax provision	0	(156)
Net loss	$ (14,455)	$ (13,566)
Basic net loss per share (in dollars per share)	$ (1.82)	$ (2.76)
Diluted net loss per share (in dollars per share)	$ (1.82)	$ (2.76)
Number of shares used in per share calculations:
Basic (in shares)	7,946,281	4,914,565
Diluted (in shares)	7,946,281	4,914,565

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (14,455)	$ (13,566)
Other comprehensive loss:
Change in unrealized gain on investments, net of income tax	1	7
Change in foreign currency translation adjustment, net of income tax	(37)	(61)
Total other comprehensive loss	(36)	(54)
Comprehensive loss	$ (14,491)	$ (13,620)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (14,455)	$ (13,566)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	290	263
Expense for 401(k) company common stock match	108	133
Stock-based compensation	1,592	1,903
Noncash lease expense	308	393
Deferred tax asset	0	165
Changes in operating assets and liabilities:
Accounts receivable	0	164
Unbilled receivables	30	4
Prepaid expenses and other assets	345	(160)
Accounts payable	1,093	26
Accrued expenses	1,077	(209)
Lease liabilities	(456)	(520)
Net cash used in operating activities	(10,068)	(11,404)
Cash flows from investing activities
Purchase of property and equipment	(46)	(154)
Purchase of investments	0	(2,445)
Proceeds from sale and maturity of short-term investments	1,991	11,121
Net cash provided by investing activities	1,945	8,522
Cash flows from financing activities
Proceeds from the issuance of common stock and warrants in equity offerings, net of issuance costs	5,842	0
Proceeds from At-the-Market offering, net of issuance costs	103	0
Proceeds from issuance of convertible debt note, net of issuance costs	967	0
Taxes paid on employees' behalf related to vesting of stock awards	(41)	(37)
Net cash provided by (used in) financing activities	6,871	(37)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(36)	(54)
Net decrease in cash, cash equivalents and restricted cash	(1,288)	(2,973)
Cash, cash equivalents and restricted cash at beginning of year	2,620	5,593
Cash, cash equivalents and restricted cash at end of year	1,332	2,620
Supplemental Cash Flow Disclosure:
Interest paid	68	10
Right-of-use assets acquired in exchange for lease liabilities	$ 138	$ 0

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	At-the-Market Offering	Equity Offering	Common Stock	Common Stock At-the-Market Offering	Common Stock Equity Offering	Additional Paid-In Capital	Additional Paid-In Capital At-the-Market Offering	Additional Paid-In Capital Equity Offering	Accumulated Other Comprehensive Loss	Accumulated Deficit
Balance (in shares) at Dec. 31, 2021				4,881,851
Balance at Dec. 31, 2021	$ 16,026			$ 49			$ 402,283			$ (175)	$ (386,131)
Increase (decrease) in stockholders' equity
Stock-based compensation expense	1,903						1,903
Issuance of common stock for 401k match (in shares)				36,706
Issuance of common stock for 401(k) match	128						128
Issuance of common stock upon vesting of restricted stock units (in shares)				25,645
Taxes paid on employees' behalf related to vesting of stock awards	(37)						(37)
Effect of foreign currency translation and unrelated loss on investments	(54)									(54)
Net loss	(13,566)										(13,566)
Balance (in shares) at Dec. 31, 2022				4,944,202
Balance at Dec. 31, 2022	4,400			$ 49			404,277			(229)	(399,697)
Increase (decrease) in stockholders' equity
Stock-based compensation expense	1,544						1,544
Issuance of common stock for 401k match (in shares)				119,971
Issuance of common stock for 401(k) match	111			$ 1			110
Issuance of common stock upon vesting of restricted stock units (in shares)				17,640
Taxes paid on employees' behalf related to vesting of stock awards	$ (41)						(41)
Issuance of stock (in shares)					94,665	6,756,710
Issuance of stock		$ 103	$ 5,842		$ 1	$ 68		$ 102	$ 5,774
Issuance of common stock for director compensation (in shares)	99,237			99,237
Issuance of common stock for director compensation	$ 49			$ 1			48
Effect of foreign currency translation and unrelated loss on investments	(36)									(36)
Net loss	(14,455)										(14,455)
Balance (in shares) at Dec. 31, 2023				12,032,425
Balance at Dec. 31, 2023	$ (2,483)			$ 120			$ 411,814			$ (265)	$ (414,152)

Nature of Business and Basis of Presentation	12 Months Ended
Nature of Business and Basis of Presentation	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Business and Basis of Presentation	Nature of Business and Basis of Presentation Yield10 Bioscience, Inc. ("Yield10" or the "Company") is an agricultural bioscience company focused on commercializing sustainable products using the oilseed Camelina sativa ("Camelina") as a platform crop. The features of Camelina, including the availability of winter varieties and a short growth cycle, make it suitable for integration into crop rotations and double cropping on millions of acres in North America. To unlock this potential and make Camelina an attractive option to farmers, the Company is developing and planning to commercialize advanced varieties with elite weed control herbicide tolerance traits, improved agronomic performance, and increased crop value. The Company is pursuing two Camelina seed oil products with different market opportunities, value chains, scale requirements and challenges. The first product, Camelina seed oil is being developed as a low-carbon intensity feedstock oil for biofuels, including biodiesel, renewable diesel (“RD”) and sustainable aviation fuel (“SAF”). The second Camelina product being developed will be seed oil which has been genetically engineered to enable production of high levels of the omega-3 fatty acids eicosapentaenoic acid (“EPA”) and docosahexaenoic acid (“DHA”) in the oil. The Company's development is driven by the growing demand for new sources of omega-3 feedstocks and the production constraints and supply volatility of the traditional raw material source which is fish oil extracted from ocean harvested fish and krill. When commercially available, the Company's omega-3 Camelina will address a need for a reliable, scalable supply of omega-3 oils for aquaculture. The accompanying consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. With the exception of a single year, the Company has recorded losses since its initial founding, including its fiscal year ending December 31, 2023. The Company ended 2023 with unrestricted cash, cash equivalents and short-term investments of $1,068. The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements-Going Concern, in order to determine whether there is substantial doubt about its ability to continue as a going concern for one year after the date its consolidated financial statements are issued. The Company's ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, warrant holders' ability and willingness to exercise the Company's outstanding warrants, additional research grants or collaborative arrangements with third parties, as to which no assurance can be given. Management does not know whether additional financing will be available on terms favorable or acceptable to the Company when needed, if at all. If adequate additional funds are not available when required, management will be forced to curtail the Company's research efforts, explore strategic alternatives and/or wind down the Company's operations and pursue options for liquidating its remaining assets, including intellectual property and equipment. Based on its current cash forecast, management has determined that the Company's present capital resources will not be sufficient to fund its planned operations for at least one year from when these consolidated financial statements are available to be issued, which raises substantial doubt as to the Company's ability to continue as a going concern. This forecast of cash resource is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. If the Company issues equity or debt securities to raise additional funds, (i) the Company may incur fees associated with such issuance, (ii) its existing stockholders may experience dilution from the issuance of new equity securities, (iii) the Company may incur ongoing interest expense and be required to grant a security interest in Company assets in connection with any debt issuance, and (iv) the new equity or debt securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. In addition, utilization of the Company’s net operating loss and research and development credit carryforwards may be subject to significant annual limitations under Section 382 of the Internal Revenue Code of 1986, as amended, (the "Internal Revenue Code") due to ownership changes resulting from equity financing transactions. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products or proprietary technologies or grant licenses on terms that are not favorable to the Company.