Table of new tools such as genome editing is also receiving favorable treatment in the U.S. and some traits developed using this approach can be defined as non-regulated under USDA-APHIS rules. Yield10 has developed non-regulated Camelina lines with both single and three gene edits, taken them through the USDA-APHIS process and has executed field trials with them. Camelina has also been engineered by Yield10 to produce PHA biomaterials and by third parties to produce modified oils including fish oil replacements. We expect these crops will be considered regulated under the USDA-APHIS rules but also recognize the potential upside from the ongoing process to modernize these rules, taking into consideration the track record of safety and learning from the last 25 years.Contents

Camelina is a relatively underdeveloped crop with no barriers to entry for companies like Yield10 to develop a Camelina based seed and products business. Due to the limited market opportunities for Camelina seed mainly focused on biofuels, this crop has not been subjected to intensive breeding efforts or the use of input traits like herbicide tolerance and disease resistance. We believe the growing interest in omega-3 oils will change this and because Yield10 has been using Camelina as a trait development tool we have in hand several proof points of the upside potential using our proprietary yield and oil content traits. We have demonstrated the potential to more than double Camelina seed yield with our complex C3006 trait. Our single gene C3003 and C3004 yield traits have also been shown to increase Camelina seed yield and because C3004 is a Camelina gene it has the potential to be re-engineered in Camelina to develop non-regulated Camelina lines with higher seed yield. In addition to the seed yield traits, we have progressed genome edited oil content traits which are showing promise for increased seed oil content, the primary economic value driver for Camelina seed.

Target Crops for Trait Licensing

Our research and early development work with our C3000 and C4000 series traits in Camelina and other crops suggests that our technology may be applicable to a wide range of crops harvested for food and animal feed uses. We believe that if novel yield traits could be successfully developed and commercialized in any of these crops, farmers would be able to improve the productivity of their land to meet rising demand for food and feed, thereby creating significant economic value.

In considering our strategy to develop our technologies we segregate our trait genes into two classes: trait genes based on using non-plant genes to add new functionality to crops which are by definition genetically modified, or GM, due to the insertion of foreign recombinant DNA; and trait genes that we may be able to deploy in lines that are not considered regulated by USDA-APHIS, which encompass our trait genes that are based exclusively on plant genes. We see the opportunity to deploy our trait technology in a broader set of food and feed crops, many of which are not currently GM. We plan to pursue our GM trait genes in crops which are currently GM and where the economics can sustain the cost and timelines for deregulation. We are aware of the current USDA-APHIS GM crop regulation review and the reality that GM likely will remain an issue for some NGO groups regardless of the science. For our GM yield trait genes, we are targeting seed yield increases on the order of 10 to 20 percent over the current elite seed lines, increases which reflect the order of magnitude step-changes necessary to address global food security.

The crops we are targeting for development are described below.

~~Canola (Brassica napus)~~ is a cultivar of rapeseed which produces a higher value edible oil favored by consumers because it has a healthier fatty acid profile than corn or soybean oil. The canola crop was developed in Canada where it is primarily grown today with additional acreage grown in the U.S. Currently the vast majority of the canola grown in North America contains two seed enhancement technologies, herbicide tolerance and hybrid seed. Both Roundup Ready (Monsanto, now Bayer) and Liberty-Link (Bayer) varieties of canola are grown and were introduced to the market in the 1990s. Approximately 24.7 million acres were planted in Canada and the U.S. in the 2018 growing season. The Canola Council of Canada has set yield goals of 52 bushels/acre for 26 million metric tons of production to meet global market demand for canola by 2025. Yield10 is targeting a 10-20 percent or greater increase in canola seed yield. With a 2017 harvest of 939 million bushels of canola (Statistics Canada) and assuming an average farm gate price of $10.00 per bushel, a 20 percent yield increase in canola represents a total potential added annual value of $1.9 billion that could be shared among the companies in the canola value chain.

Soybean or Glycine maxis an oilseed crop used for food, food ingredients, food additives and animal feed. The soybean can be harvested for oil used in food and industrial applications, and soybean meal is a significant source of protein for use mostly in animal feed but also for direct human consumption. Fermented soy foods include soy sauce and tempeh, and non-fermented food uses include soy milk and tofu. Soybeans are widely cultivated in North and South America, where a majority of the seed planted is genetically modified. An estimated 94.4 million acres of soybean ~~will be~~were planted in the U.S. and Canada in the 2018/2019 growing season. According to the USDA, the U.S., Brazil and Argentina together represent approximately 80 percent of global soybean production. ~~Yield10 is~~We are targeting a 20 percent or greater increase in soybean seed yield. ~~Assuming a 2018/2019 U.S. harvest~~Yield 10 has executed research license agreements with Bayer and GDM to enable evaluation of ~~4.5 billion bushels (USDA) and an average farm gate price of $10.00 per bushel, a 20 percent yield increase~~certain traits in ~~soybean represents a total potential added annual value of $8.8 billion that could be shared among the companies in the soybean value chain.~~soybean.

~~Corn~~ is a crop grown globally and used for animal feed and for producing starch which can be used as a raw material for producing food ingredients and food additives, as well as for use in the production of paper, packaging materials and other items. GM maize was grown for the first time in the U.S. and Canada in 1997. Currently, about 80 percent of maize/corn production in the U.S. is genetically modified. It was estimated that more than 83 million acres of corn were planted in North America in the 2018 growing season. The traits commonly used in today’s corn cultivars provide insect resistance and herbicide tolerance. In many GM seeds sold today, these traits are stacked (“stacked” refers to the practice of adding multiple traits to an elite plant line). Europe has limited production of GM corn, where Spain is a leading producer. In this case, the most widely used GM trait (Bt) protects against the corn borer insect. Special protocols must be followed in Europe to avoid mixing of GM corn with conventional corn. Corn has the more efficient C4 photosynthesis system and Yield10 is targeting a 10 percent yield increase in corn. With a projected 2018/2019 U.S. harvest of 14.4 billion bushels and an average per bushel price of $3.50, a 10 percent yield increase in corn represents a total potential added annual value of $5.1 billion that could be shared among the companies in the corn value chain.

Potato is the most important non-cereal staple food crop for humans after wheat and rice. In the ~~United States~~U.S. and Canada, the 2019 potato harvest acreage ~~is around 1~~was approximately 1.3 million ~~acres, the~~acres. The harvest value however ~~is around $6~~was approximately $4.3 billion ~~and~~with the frozen ~~French~~french fry

sector ~~has~~having a value of ~~around~~approximately $20 billion. Yield10 has no in-house R&D activities specific to potato but has executed a research license agreement with Simplot to enable the evaluation of three of our traits in ~~potato.~~this crop.

Forage Sorghum. Forage crops are grown expressly for biomass used for feeding livestock. Typical forage crops include both annual and perennial crops such as various grasses, silage corn, alfalfa and sorghum. Biotechnology traits have been previously introduced into silage corn and alfalfa. Other forage crops could be amenable to gene editing strategies to increase biomass yield per acre. We believe that our technology and traits that increase biomass may have application to forage crops. Yield10 has no in-house R&D activities specific to forage sorghum but has executed a research license agreement with Forage Genetics to enable them to evaluate five of our traits in this crop.

Canola (Brassica napus) is a cultivar of rapeseed which produces a higher value edible oil favored by consumers because it has a healthier fatty acid profile than corn or soybean oil. The canola crop was developed in Canada where it is primarily grown today with additional acreage grown in the U.S. Currently, the vast majority of the canola grown in North America contains two seed enhancement technologies, herbicide tolerance and hybrid seed. Both Roundup Ready (Monsanto, now Bayer) and Liberty-Link (Bayer) varieties of canola were introduced to the market in the 1990s and approximately 24.7 million acres were planted in Canada and the U.S. during the 2018 growing season. The Canola Council of Canada has set yield goals of 52 bushels/acre for 26 million metric tons of production to meet global market demand for canola by 2025. Yield10 is targeting a 10-20 percent or greater increase in canola seed yield. As one of Canada’s major field crops, canola is subject to variety registration, which is a regulatory requirement of the Seeds Act and is also administered by the CFIA. Any future sales of our seed traits or products in Canada will be done by a third-party collaborator or other partner, and that third party would be responsible for complying with registration requirements for the canola varieties, if applicable. Yield10 has field tested traits C3003, C3004 and C3007 in canola.

Corn is a crop grown globally and used for animal feed and for producing starch which can be used as a raw material for producing food ingredients and food additives, as well as for use in the production of paper, packaging materials and other items. Genetically Modified ("GM") maize was grown for the first time in the U.S. and Canada in 1997. Approximately 80 percent of maize/corn production in the U.S. today is genetically modified. It was estimated that more than 83 million acres of corn were planted in North America during the 2018 growing season. The traits commonly used in today’s corn cultivars provide insect resistance and herbicide tolerance. In many GM seeds sold today, these traits are stacked (“stacked” refers to the practice of adding multiple traits to an elite plant line). Corn already possesses the more efficient C4 photosynthesis system. Yield10 is targeting a 10 percent yield increase in corn. We have conducted early development of our traits in corn, and are seeking a collaboration or license with a third-party to develop and commercialize our traits in this crop.

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Regulatory Requirements

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.U.S. farmers have rapidly adopted many of these new biotechnology-derived varieties. ~~In 2016, 92~~According to the USDA, in 2020 over 90 percent of ~~the~~U.S. corn, ~~93 percent of the~~upland cotton and ~~94 percent of the~~ soybeans planted in the U.S. were varieties produced through traditional forms of genetic engineering.A significant percentage of the production of other crops planted and harvested in the U.S., such as alfalfa, papaya and sugar beet, are also biotechnology-derived.

Biotechnology-derived or genetically engineered ("GE") crops are subject to a significant amount of regulation in the U.S. and ~~around the world.~~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 asin human and animal food ~~or animal feed~~chain must meet certain safety ~~standards, but government~~standards. Government regulations, regulatory systems and the ~~politics~~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”) ~~and biotechnology-derived~~. Biotechnology-derived or genetically engineered plants ~~that are~~can also be 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~~ “Traits in ~~Development~~.Development.”

United States Regulation

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.Regulatory officials from the three agencies regularly communicate and exchange information to ensure that any safety or regulatory issues that may arise are appropriately resolved within the scope of authority afforded to each agency under their respective statutes. Other environmental laws or regulations also ~~may be implicated,~~apply, depending on the specific product and its potential applications or intended uses. EPA’s principal oversight role is for biotechnology-derived products that are intended for use as pesticides or herbicides, under the authorities granted to the agency under the Federal Insecticide, Fungicide, and Rodenticide Act and the Toxic Substances Control Act. Our business strategy for major grain crops is to develop yield and performance traits for licensing to the major seed companies. ~~We have no current plans for the development of pesticide or herbicide GE traits that would be subject to the procedures and requirements of the EPA under these statutes.~~

Our seed traits and any future products that are successfully developed containing our seed traits ~~however,~~ are ~~or will be~~ subject to USDA, FDA and ~~FDA~~EPA regulatory requirements. Those requirements will vary depending on the particular seed trait and the type and intended use of any product that will be commercialized.Future products that we plan to produce and sell, for example ~~for use in water treatment may potentially~~deployment of herbicide tolerant traits, are likely to have EPA regulatory requirements, and the regulations relating to manufacturing and consumer protection will also need to be addressed.

Within USDA, APHIS ~~is responsible for protecting agricultural plants from pests, diseases and noxious weeds. Under~~administers the Plant Protection Act ("PPA"), USDA-APHIS has regulatory oversight over products of modern biotechnology that could pose such a risk to domestic agriculture and native plants. Accordingly, 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. These GE plants are called “regulated articles” in the relevant USDA-APHIS regulations, which are codified at 7 CFR part 340. The PPA and the implementing regulations in 7 CFR part 340, ~~empower USDA-APHIS~~‘‘Introduction of organisms and products altered or produced through genetic engineering which are plant pests or which there is reason to ~~regulate~~believe are plant pests.’’ These regulations govern the ~~import, handling,~~introduction (importation, interstate movement, or release into the environment) of certain GE organisms. Along with the EPA and the FDA, APHIS is responsible for the oversight and review of GE organisms.

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 regulationsfor importation, interstate movement, and environmental release ~~into the environment~~ of

~~regulated articles, including certain~~ GE organisms ~~undergoing confined experimental use~~and products.It provides exemptions for plants if the genetic modification is solely a deletion of any size, or ~~field trials. Regulated articles are reviewed to ensure that, under~~ the ~~proposed conditions of use, they do not present~~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 ~~pest risk by ensuring appropriate handling, confinement~~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 ~~disposal.~~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.

Seed traits developed using Traditional Genome Modification, such as our C3003 yield trait that leverages the biological functions of an algal gene, are regulated under 7 CFR part 340. Regulated articles are subject to extensive ~~USDA-APHIS~~USDA-

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APHIS oversight, including but not limited to permitting requirements for import, handling, interstate movement and release into the environment.

If, however, USDA-APHIS determines that a GE plant is unlikely to present a greater plant pest risk than its unmodified counterpart, the newly developed crop will no longer be subject to the permitting and other regulatory processes that are overseen by the agency (~~i.e.~~, it will no longer be treated as a potential plant pest). Such a determination by the USDA-APHIS is called "not regulated" under the 7 CFR part 340 regulatory framework. The regulations establish detailed procedures for how a developer of a new GE plant may petition USDA-APHIS to determine if modified plant lines are not regulated under the 7 CFR part 340 framework, which is an official agency finding that the particular article is unlikely to pose a plant pest risk and therefore no longer needs to be regulated under 7 CFR part 340 and the PPA.

USDA-APHIS conducts a comprehensive science-based review of the petition to assess, among other things, plant pest risk, environmental considerations pursuant to the National Environmental Policy Act, and any potential impacts on endangered species. The duration of the petition process varies based on a number of factors, including the agency’s familiarity with similar GE products, the type and scope of the environmental review conducted, and the number and types of public comments received. If, upon the completion of the review, USDA-APHIS approves the petition and the product is no longer deemed a “regulated article,” the developer may commercialize the product, subject to any conditions set forth in the USDA-APHIS written decision issued in response to the petition for determination of non-regulated status.

~~As previously described, our seed traits developed using Traditional Genome Modification are regulated under 7 CFR part 340 and are subject to USDA-APHIS permitting requirements.~~ In recent years, ~~however,~~ we ~~and others~~ have ~~submitted various petitions to~~obtained determinations from USDA-APHIS ~~to determine whether particular GE plants developed through the use~~that some of ~~different~~our genome ~~editing techniques meet the not regulated status under~~edited lines are exempted from the 7 CFR part 340 framework administered by the agency. In general, lines developed using genome editing approaches have been deemed not to be regulated by USDA-APHIS under 7 CFR part 340. The USDA also announced in March 2018 that it would not require an assessment on products that use modern forms of mutagenesis if it is 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 developedcases (i) 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.

Historically, changes to the U.S. regulatory paradigm for agricultural biotechnology have been infrequent, are typically preceded by notice, and are most often subject to public comment, but there can be no guarantee that the USDA-APHIS governing regulations and policies will not change.

We have submitted two petitions under 7 CFR part 340 for a determination of the regulatory status (also known as the “Am I Regulated?” letter) to USDA-APHIS’s Biotechnology Regulatory Services in order to confirm that the following two traits designed to increase oil content are not going to be regulated by the agency: (i) the single trait C3008 Camelina plant line, developed using CRISPR genome editing technology for increased oil content; and (ii) the triple-edited Camelina line that combines three gene traits, C3008a, C3008b and C3009, to increase oil production. In both cases,(iv) below, USDA-APHIS's Biotechnology Regulatory Services approved our petitions and confirmed that each of these novel plant lines would not be treated as a regulated ~~article.~~article through the previous APHIS “Am I Regulated?” process.

i.The single trait C3008 Camelina plant line, developed using CRISPR genome editing technology for increased oil content.

ii.The triple-edited Camelina line E3902 that combines three gene traits, C3008a, C3008b and C3009, to increase oil production.

iii.The Camelina CRISPR edited line C3007 for increased oil production in Camelina.

iv.The canola CRISPR edited line C3007 edited for improved oil production in canola.

v.During August 2020, the regulatory exemptions and confirmation process under the SECURE rule took effect. Since then, some 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.

To our knowledge, our triple-edited Camelina line E3902 which was determined to not be regulated under 7 CFR part 340 in September 2018, is the first CRISPR-edited triple-trait plant determined by the agency to be not to be regulated. Given our business strategy to develop certain multi-trait genome edited plant lines, this achievement should facilitate our ability to put more of our novel yield traits through the petitioning process and the agency’s scientifically driven decision-making process, with the expected end result of having lines containing more of our traits treated as not to be regulated under 7 CFR part ~~340 (as compared to~~340. Since 2018, our ~~seed traits developed using Traditional Genome Modification, which~~CRISPR-edited lines that are ~~regulated articles).~~ exempt from regulation by APHIS (under 7 CFR part 340) have been studied in field tests conducted in the U.S.We expect to continue to make appropriate use of ~~the “Am I Regulated” letter~~SECURE Rule procedures to clarify the regulatory status of our new GE seed traits as they are developed.

The EPA is responsible under the Federal Insecticide, Fungicide and Rodenticide Act for regulating pesticides with public health uses, as well as ensuring that these products do not pose unintended or unreasonable risks to humans, animals and the environment. For herbicide-tolerant crops the EPA regulates the herbicide while the USDA-APHIS regulates the crops. 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.

Also, we tested the C3008 single-trait Camelina line in a 2018 field evaluation that took place in the United States following a notification in 2017 that the line would not be regulated under 7 CFR part 340.

Separate from ~~the plant breeding and planting issues and~~approval for genetic modifications from USDA-APHIS ~~regulation~~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.The FDA regulates the safety of food for humans and animals, and foods derived from GE plants must meet the same food safety requirements as foods derived from traditionally bred plants (also called ~~conventional foods)~~“conventional foods”).

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. The FDA primarily derives its regulatory power from the Federal Food, Drug, and Cosmetic Act, which has been amended over time by several subsequent laws. Among other oversight and inspection responsibilities, the FDA regulates ingredients, packaging, and labeling of foods, including nutrition and health claims and the nutrition facts panel.Foods are typically not subject to premarket review and approval requirements, with limited exceptions.

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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 related to genome editing of food crops.Such procedural updates are expected to be developed and implemented over the next two years.

Canadian Regulation

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 ~~(i)~~ 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.

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 or 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 ~~will evaluate~~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 United States, 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 has identified a potential health or safety issues 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 will be 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.

Environment Canada is also available to serve as a regulatory “safety net” if a novel product does not naturally fall within the jurisdiction of the CFIA, Health Canada, or the Pest Management Regulatory Agency that oversees pesticide products.

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

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facilities in the U.S. and Canada, including USDA-APHIS and CFIA permits for the import and phytosanitary certificates for the export of plant materials that could pose a risk to domestic agriculture.

Having deployed our own research and development operations in Saskatoon, Canada in 2010, we have been conducting field studies of various yield traits in that country since 2016 under PNT permits issued by Canadian regulators. During ~~2018,~~2020 and 2021, we conducted field studies ~~of C3003 in canola, Camelina and soybean at field sites in Canada.~~

Finally, as one of Canada’s major field crops, canola in particular is subject to variety registration, which is a regulatory requirement of the Seeds Act and is also administered by the CFIA. Any future sales of our seed traits or products in Canada ~~would be done by a third-party collaborator or other partner, and that third party would be responsible for complying with registration requirements for the canola varieties, if applicable.~~of multiple traits including our PHA bioplastic trait.

Regulation in Other Jurisdictions

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, while a recent EU~~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. It is possible that emerging oversight regimes for GE products in other jurisdictions could follow the EU approach and impose similar strict requirements for the release of such products into the environment and their incorporation into human food or other consumer products.

Regulation of biotechnology-derived products in the EU is primarily based on Directive 2001/18/EC (the “2001 EC Directive”). The 2001 EC Directive defines “genetically modified organisms” ("GMOs") broadly as “organism[s], with the exception of human beings, in which the genetic material has been altered in a way that does not occur naturally by mating and/or natural recombination.” In July 2018, the Court of Justice of the European Union (CJEU) issued an important ruling clarifying that the 2001 EC Directive and its pre-market authorization and associated risk assessment requirements required for such “GMOs” should also apply in full to organisms developed using more modern “directed” mutagenesis techniques.

The July 2018 CJEU decision is being interpreted to cover all modern genome editing tools such as CRISPR-Cas9, TALEN and oligonucleotide-directed mutagenesis. This recent clarification by the CJEU regarding the scope of EU regulations suggests that novel seed trait developers who are seeking to bring genome edited seed traits to commercial markets in the EU will face hurdles comparable to what has historically been required in Europe for introducing and commercializing Traditional Genome Modification traits.

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. ~~There is no guarantee~~However, an increasing number of countries that ~~countries for which we may have or may develop future marketing plans would not take~~dominate GE crop production such as Argentina, Brazil and China are adopting a ~~stricter legal and~~more favorable regulatory approach towards genome edited plants that do not contain foreign DNA by equating the crops to ~~controlling~~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.

In 2020 Japan published final guidelines for genome edited plants and food that state that these can be sold to the public, without the need for pre-market authorization provided they meet the criteria of being similar to products of traditional breeding.

In December 2021, Yield10 Bioscience received a favorable determination from the Argentine Biosafety Commissionthat our genome edited Camelina lines, E3902 and the two C3007 lines, developed for increased oil content, were similar to conventional bred Camelina varieties and are not regulated under the biotechnology resolution No. 763/11 of the ~~EU.~~Ministry of Agriculture, Livestock and Fisheries in Argentina. In practice the Argentinian authorities have confirmed that because the genome edited Camelina lines do not contain any foreign inserted DNA, these varieties can be marketed, in Argentina, like conventional Camelina varieties without the need for any pre-market authorizations.

At the end of January 2022, the Chinese Ministry of Agriculture and Rural Affairs published new guidelines for the review and approval of genome edited crops and products paving the way for faster commercialization in that country.

In-License Agreements

Exclusive Collaboration Agreement with Rothamsted Research

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. The technology developed by Rothamsted could enable the sustainable, plant-based production of omega-3 (DHA+EPA) nutritional oils that closely mimic the composition of Southern Hemisphere fish oil, an important ingredient in the production of aquaculture feed. Omega-3 oils are also essential for human nutrition and have demonstrated benefits in heart health. Rothamsted is a world-leading nonprofit research center based in Harpenden, UK, that focuses on strategic agricultural science to the benefit of farmers and society worldwide. Over the last decade, the team led by Professor Johnathan Napier, Ph.D., Science Director, has demonstrated the production of DHA+EPA oils in Camelina seed. In addition, Prof. Napier’s team has carried out multi-year field trials and multiple feeding studies with research partners using the DHA+EPA Camelina oil in different fish species. Their partners have included at least one major aquafeed company. Under the agreement, Yield10 is providing financial support for Prof. Napier’s ongoing

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research including further DHA+EPA trait improvement, field testing and nutritional studies. As part of the agreement, Yield10 has an exclusive two-year option to sign a global, exclusive or non-exclusive license agreement to the technology. Under this collaboration, Yield10 will monitor the ongoing progress by Rothamsted while developing the business plan for the initial commercial launch, which is expected to serve the salmon feed market in Chile.

License Agreement with the University of Massachusetts

Pursuant to a license agreement with the University of Massachusetts ("UMASS") dated as of June 30, 2015, we have an exclusive, worldwide license ~~under~~for certain patents and patent applications, including issued patents covering our yield trait gene C3003, relating to the manufacture of plants with enhanced photosynthesis. The agreement provides an exclusive, worldwide license to make, have made, use, offer for sale, sell, have sold and import any transgenic plant seed or plant grown therefrom or transgenic plant material developed for sale to a farmer or grower for planting in the field, which transgenic plant seed or plant grown therefrom or transgenic plant material is covered by, embodies or is derived from (in whole or in part) one or more issued or pending claims of the licensed patents or patent applications.

Pursuant to the UMASS license agreement, we are required to use diligent efforts to develop licensed products throughout the field of use and to introduce licensed products into the commercial market. In that regard, we are obligated to fulfill certain development and regulatory milestones relating to C3003, including completion of multi-site field demonstrations of a crop species in which C3003 has been introduced, and filing for regulatory approval of a crop species in which C3003 has been introduced within a specified period. Our failure to achieve any milestone provided for under the agreement would give UMASS the right to terminate the agreement, following a notice period, unless we are able to reach agreement with UMASS as to a potential adjustment to the applicable milestone.

We are obligated to pay UMASS milestone payments relating to any regulatory filings and approvals covered by the agreement, royalties on any sales of licensed products following regulatory approval, as well as a percentage of any sublicense income related to the licensed products.

We may terminate the agreement at any time upon 90 days prior written notice to UMASS. Either party may terminate for material breach immediately upon written notice for a breach that is not cured within 60 days after receiving written notice of the breach. In addition, UMASS may terminate this agreement with respect to certain patent rights immediately upon written notice in the event we contest the validity or enforceability of such patent rights.

License Agreement with the University of Missouri

Pursuant to a license agreement with the University of Missouri (“UM”) dated as of May 17, 2018, we have an exclusive, worldwide license to two novel gene technologies to boost oil content in crops. Both technologies are based on significant new discoveries around the function and regulation of ACCase, a key rate-limiting enzyme involved in oil production. The first technology, named C3007, is a gene for a negative controller that inhibits the enzyme activity of ACCase. The second technology, named C3010, is a gene which, if over-expressed, results in increased activity of ACCase. The UM license was expanded during May 2019 to include an exclusive worldwide license to a third gene in the ACCase complex, that we have designated C3012, that may complement the activity of C3007 to boost oil content in crops.

Pursuant to the UM license agreement, we are required to use diligent efforts to develop licensed products throughout the licensed field and to introduce licensed products into the commercial market. In that regard, we are obligated to fulfill certain research, development and regulatory milestones relating to C3007, C3010 and C3012, including completion

of multi-site field demonstrations of a crop species in which C3007, C3010 and C3012 have been introduced, and filing for regulatory approval of a crop species in which C3007, C3010 and C3012 have been introduced within a specified period. Our failure to achieve any milestone provided for under the license agreement would give UM the right to terminate the license agreement or render it nonexclusive, unless we are able to reach agreement with UM as to the potential adjustment of the applicable milestone.

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.

We may terminate the license agreement at any time upon 90 days’ prior written notice to UM. Either party may terminate the license agreement upon written notice for a breach that is not cured within 30 days after receiving written notice of the breach. In addition, UM may terminate the license agreement with respect to certain patent rights immediately upon written notice in the event we contest the validity or enforceability of such patent rights.

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Competitive Landscape for our Business

•Camelina Oilseed and Alternative Cover Crops

•PHA Biomaterials

•Omega-3 Oil

•Trait Licensing: Agricultural Industry Landscape

Camelina Oilseed and Alternative Cover Crops: Camelina, because it is not currently a major food crop, has been of interest for large scale production in North America to produce feedstocks for biodiesel since the biofuels boom in the early 2000’s. This interest changed over the ensuing years as more information was developed about its potential for food oils and as a supplement for fish oil in the production of aquafeed due to its natural content of the omega-3 fatty acid ALA. We anticipate that the growing interest in sourcing non-food, low CI feedstocks for renewable diesel will create renewed interest and potentially competition in Camelina. This may be particularly true of its use as a winter cover crop, enabling a second oil harvest for each acre. The general interest in cover crops has been steadily increasing over the last several years and this has resulted in at least one venture funded company actively developing alternatives to Camelina. CoverCress Inc., located in St. Louis, Missouri, has been active for several years developing the oilseed pennycress as a cover crop for the mid-west corn and soybean belt.

PHA Bioplastics: Third party PHA producers are pursuing fermentation-based production systems to produce PHA bioplastics for the biodegradables market. These producers include Cheil Jedang, or CJ, of South Korea (which acquired the fermentation and polymer processing technology from Yield10 in 2016 when we were still named Metabolix Inc.), Kaneka of Japan, and Danimer Scientific of Atlanta, Georgia (which acquired the PHA assets of P&G in 2007). Danimer has a bioplastics compounding business that produces PHAs from fermentation of seed oils and has developed revenue generating relationships with a number of brand owners and consumer products companies. There are also a number of smaller pre-commercial PHA bioplastic companies, all of which, to our knowledge, are based on fermentation platforms in North America and in China. Although these companies use genetically engineered microbes and feedstocks from GMO crops for their fermentation processes, some brand owners may prefer to accept the higher cost structure for the fermentation-derived PHA bioplastic as compared to PHA Camelina because they are not made from a GMO crop.

Omega-3 Oil:The growing demand for alternative sustainable sources of fish oil for human nutrition, pharmaceutical, and aquafeed applications has made this an attractive area for investment by several companies. Alternative sources include microbial fermentation processes commercialized by Veramaris (the joint venture between Evonic and DSM, with a production facility in Blair, Nebraska) and by Archer Daniels Midland Co. (with a production facility in Clinton, Iowa). 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. BASF Plant Sciences has developed a canola variety that produces low amounts of the omega-3 fatty acid EPA and the Australian company Nuseed has developed a canola variety that produces the omega-3 fatty acid DHA in the oil. BASF currently has patents on genes for the production of omega-3 oils in canola dating back to applications made on or before 2005. NuSeed exclusively licensed patents on the production of omega-3 oils in canola from Australia’s Commonwealth Scientific and Industrial Research Organization (CSIRO). We believe the Rothamsted technology which enables production of omega-3 DHA+EPA oil has higher potential as a drop-in replacement for fish oil in aquafeed.

Trait Licensing: Agricultural Industry Landscape: Following advances in biotechnology in the 1970s through the early 1990s, the first ~~genetically modified ("GM")~~GM crops were commercially introduced in the U.S. in the ~~years 1994 and 1995.~~mid-1990s. Today, the U.S. leads the world in the adoption of GM crops in terms of crop value and acreage planted. GM crops (also referred to as GMO or Agbiotech) have had both ~~their~~ supporters and ~~their~~ detractors over the years. Consumer sentiment ~~including concerns~~ about the safety of GM crops have limited the introduction and adoption of GM crops in Europe. However, recent studies by the National Academy of Science continue to support the 20-year history of safe use of GM crops.

The International Service for the Acquisition of Agri-Biotech Applications (ISAAA), an industry research group, reported that 457 million acres worldwide were planted with GM crops induring 2016, the most recent year for which data is available. The planting of GM crops is centered in the Americas with North America at approximately 45 percent of the acres and South America at approximately 43 percent. China and India follow with approximately 8 percent and the balance of the total worldwide GM crop acreage induring 2016 was planted in the EU and the rest of world. The primary GM crops in the U.S. are corn, soybean, cotton and sugar beet. In Canada, the oilseed crop canola is the primary GM crop. Cotton is the primary GM crop grown in India and China.

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In contrast to the Americas, the EU has been resistant to the adoption of GM crops and has relied heavily on plant breeding programs for capturing crop yield improvements over the last 20 years. In 2016, Spain was the largest producer of GM crops in Europe, based on cultivation of GM corn representing approximately 20 percent of the country’s crop that year. Certain GM crops have been approved for cultivation in some European countries, while other countries have imposed outright bans on cultivation of GM crops.

According to the market research firm, Research and Markets, the total global seed business was estimated at $68 billion in 2017 and is projected to grow to more than $100 billion by 2022. According to an ISAAA report, the global GM seed business represented a ~~$17.2~~$17 billion market in 2017 and biotech crops were grown on approximately 469 million acres that year. The traits being commercialized today by the agricultural industry mainly address crop protection, which involves preventing crop damage by weeds, insects and other pests that lower expected crop yield. As technology has advanced, “trait stacking,” or the practice of adding multiple traits to an elite plant line, has become commonplace as a strategy to protect yield. As the industry has developed, the practice of inter-licensing traits between research and development driven seed companies has led to a proliferation of branded seed products on the market today.

The GM seed business is dominated by large multinational companies and their subsidiaries including BASF Corporation, Bayer, DuPont de Nemours, Inc., Syngenta AG and AgReliant Genetics, LLC. These companies have significant resources, extensive experience and track records of successfully developing, testing and commercializing high performing seed lines as well as new traits for GM crops. They offer farmers conventional and biotechnology seeds as well as crop protection chemicals, biologicals, fertilizers and other products and technologies aimed at supporting the on-farm efficiency of managing crops in the field as well as managing the overall cost of crop production through to successful harvest. Many of these companies were recently involved in consolidation of the sector with the merger of DuPont de Nemours, Inc. and Dow Chemical Company, the acquisition of Syngenta AG by the China National Chemical Corporation, and the acquisition of The Monsanto Company by Bayer in 2018.

Privately owned, U.S. retail seed companies play a key role in the industry by developing, marketing and selling high performing seed to U.S. farmers. These companies include Beck’s Hybrids and Stine ~~Seed. These companies~~Seed, which have

capabilities in both biotechnology and plant breeding. They source traits from the multinational companies and input these traits into elite plant germplasm to produce seeds optimized for a variety of soil, climate and field conditions. Both companies offer a broad arrange of GM corn and soybean products to their customers.

Recent advances in biotechnology, including gene editing, have led to the formation of companies focusing on yield trait discovery, biologicals for pest control, agbiome strategies and precision agriculture. There are startups, privately held and publicly traded companies involved in this space. Such companies include AgBiome LLC, Arcadia Biosciences, Inc., Benson Hill Biosystems, Inc., BioCeres S.A., Calyxt, Inc., Cibus Ltd., Evogene Ltd., Inari Agriculture, Inc., Indigo Agriculture, Inc., Kaiima Bio-Agritech Ltd., Marrone Bio Innovation, Inc., and Pairwise Plants LLC, many of which have greater resources and experience than we have. Both Calyxt (Nasdaq: CLXT) and the private company Cibus recently changed their business models to focus on trait discovery and development.

Intellectual Property

Our continued success depends in large part on our proprietary technology. As of December 31, ~~2019,~~2021, we owned or held exclusive rights to 2220 patent families, including 12 issued patents and 50 pending patent applications, ~~worldwide~~ related to advanced technologies for increasing yield in ~~crops.~~crops, in the United States and throughout the world. As part of the agreement with Rothamsted, we have an exclusive option on three patent families. Our portfolio of patent applications includes plant science technologies we have in-licensed globally and exclusively from the University of Massachusetts ~~and North Carolina State University~~ related to the yield trait gene C3003 and other advanced technologies based on advanced metabolic engineering methods to improve carbon capture and selectively control carbon partitioning in plants. Our portfolio of patent applications also includes advanced technologies for oilseed crops that we in-licensed globally and exclusively from the University of Missouri in 2018 and 2019 related to the yield trait genes C3007, C3010 and C3012.

We continue to seek, develop and evaluate new technologies and related intellectual property that might enhance our ~~Company's~~ business strategy, industry position or deployment options.

~~Employees~~Human Capital Resources

As of December 31, ~~2019,~~2021, we had 2529 full-time employees. Of those employees, 21 23 were in research and development. Among our staff, 1114 hold Ph.D.’s and 1213 hold masters’ or bachelors’ degrees in their respective disciplines. Our technical staff has expertise in the following areas: plant genetics, plant biology, microbial genetics, bioinformatics,

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metabolic engineering and systems biology. Our headquarters ~~are~~is located in Massachusetts, and we maintain a research and development facility, including greenhouse facilities, in Saskatoon, Canada. None of our employees are subject to a collective bargaining ~~agreement. We~~agreement and we consider our relationship with our employees to be good.

Talent Acquisition and Retention

We recognize that our employees largely contribute to our success. To this end, we support business growth by seeking to attract and retain best-in-class talent. We use internal and external resources to recruit highly skilled candidates for open positions. We believe that we are able to attract and retain superior talent as measured by our minimal turnover rate and high employee service tenure.

Total Rewards

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.

Health, Safety, and Wellness

The health, safety, and wellness of our employees is a priority in which we have always invested and will continue to do so. We provide our employees with access to a variety of innovative, flexible, and convenient health and wellness programs. Program benefits are intended to provide protection and security, so employees can have peace of mind concerning events that may require time away from work or that may impact their financial well-being.

These investments and the prioritization of employee health, safety, and wellness took on particular significance in 2020 and 2021 in light of COVID-19. To protect and support our team members, we implemented health and safety measures that included maximizing personal workspaces, altering work schedules, and providing personal protective equipment. To aid in containing the spread of COVID-19, we also implemented remote-work options and limited employee travel. We continue to monitor this rapidly evolving situation and will continue to seek programs to educate and assist employees whenever possible.

Diversity, Equity, and Inclusion

We believe a diverse workforce is critical to our success. Our mission is to value differences in races, ethnicities, religions, nationalities, genders, ages, and sexual orientations, as well as education, skill sets and experience. We are focused on inclusive hiring practices, fair and equitable treatment, organizational flexibility, and training and resources.

Corporate History and Investor Information

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.

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ITEM 1A. RISK FACTORS

Risk Factor Summary

Our business is subject to numerous risks. We encourage you to carefully review the full risk factors contained in this Annual Report on Form 10-K. Some of the principal risk factors are summarized below:

•We have a history of net losses and our future profitability is uncertain.

•We will need to secure additional funding to finance our operations and may not be able to do so when necessary, and/or the terms of any financings may not be advantageous to us.

•Our seed products and crop science technologies are at an early stage of development. We may never commercialize a technology or product that will generate meaningful, or any, revenues.

•There can be no assurance that we will be able to comply with the continued listing standards of The Nasdaq Capital Market.

•Currently, our primary source of our revenue is government grants; continued availability of grant funding is uncertain and contingent on compliance with the requirements of the grant.

•Our financial condition and results of operations could be adversely affected by public health epidemics, including the ongoing coronavirus outbreak.

•Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.

•Our business operations could be adversely affected by the impact of the war in Ukraine.

•The crop science product development cycle is lengthy and uncertain, and our progress will depend on our ability to attract third-party investment in research under license agreements and on our ability to establish collaborative partnerships to develop and commercialize our innovations.

•Any potential collaborative partnerships that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our innovations.

•Our crop science program may not be successful in developing commercial products or if our future collaborators are successful in developing commercial products that incorporate our traits, such products may not achieve commercial success.

•Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which we may compete in the future achieve growth, our business could fail to achieve the same growth rates as others in the industry.

•If ongoing or future field trials conducted by us or our future collaborators are unsuccessful, we may be unable to complete the regulatory process for, or commercialize, our products in development on a timely basis.

•Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.

•Competition in the market for traits and seeds is intense and requires continuous technological development, and, if we are unable to compete effectively, our financial results will suffer.

•Our business is subject to various government regulations in the United States and Canada; the regulatory requirements for our future products in development are evolving and are subject to change, and if there are adverse changes to the current regulatory framework, our or our future collaborators’ ability to market our traits could be delayed, prevented or limited.

•If we or our future collaborators are unable to comply with and timely complete the regulatory process in the United States and Canada for our future products in development, our or our future collaborators’ ability to market our traits could be delayed, prevented or limited.

•The regulatory environment for genetically engineered crops in jurisdictions outside the United States and Canada varies greatly, and some jurisdictions have more restrictive regulations that could delay, prevent or limit our or our future collaborators’ ability to market our traits.

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•Consumer resistance to genetically engineered crops may negatively affect the ability to commercialize future crops containing our traits, as well as our public image, and may reduce any future sales of seeds containing our yield traits.

•Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and our ability to generate future revenues and to achieve profitability.

•The products of third parties, or the environment itself, may be negatively affected by the unintended appearance of our trait genes, novel seed compositions and novel seed products.

•Loss of or damage to our elite novel trait events and plant lines would significantly slow our product development efforts.

•Our insurance coverage may be inadequate to cover all the liabilities we may incur.

•We rely on third parties to conduct, monitor, support, and oversee field trials and, in some cases, to maintain regulatory files for those products in development, and any performance issues by third parties, or our inability to engage third parties on acceptable terms, may impact our ability to complete the regulatory process for or commercialize such products.

•If we lose key personnel or are unable to attract and retain necessary talent, we may be unable to develop or commercialize our products under development.

•Our business and operations would suffer in the event of system failures.

•Patent protection for our technologies is both important and uncertain.

•Third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result.

•Portions of our crop science technology are owned by or subject to retained rights of third parties.

•We may not be successful in obtaining necessary rights to additional technologies for the development of our products through acquisitions and in-licenses.

•Our license agreements include milestone and royalty payments that we are required to make to third parties.

•The intellectual property landscape around genome editing technology, such as CRISPR, is highly dynamic and uncertain, and any resolution of this uncertainty could have a material adverse effect on our business.

•We rely in part on trade secrets to protect our technology, and our failure to obtain or maintain trade secret protection could harm our business.

•Raising additional funds may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies.

•Trading volume in our stock can fluctuate and an active trading market for our common stock may not be available on a consistent basis to provide stockholders with adequate liquidity. Our stock price may be volatile, and our stockholders could lose a significant part of their investment.

•Provisions in our certificate of incorporation and by-laws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

•Concentration of ownership among our officers, directors and principal stockholders may prevent other stockholders from influencing significant corporate decisions and depress our stock price.

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.~~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

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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.

Risks Relating to our Financial Position

We have a history of net losses and our future profitability is uncertain.

We have recorded losses every year since our inception, with the exception of 2012. As of December 31, ~~2019,~~2021, our accumulated deficit was ~~$364.9 million.~~$386,131. 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 ~~the Yield10 Bioscience~~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 will need to secure additional funding to finance our operations and may not be able to do so when necessary, and/or the terms of any financings may not be advantageous to us.

As of December 31, ~~2019,~~2021, we ~~held~~had unrestricted cash, cash equivalents and short-term investments of ~~$11.1 million. In March 2019,~~$15,990. During the year ended December 31, 2021, we ~~closed on a registered direct offering of our common stock, raising $2.6 million,~~raised $11,993, net of offering costs ~~and~~of $747, through the sale of 1,040,000 shares of common stock at an issuance price of $12.25. These shares of common stock were offered pursuant to a registration statement on Form S-3 (File No. 333-237539), that was declared effective on April 10, 2020. Also during the year ended December 31, 2021, 481,973 warrants issued in our November 2019 ~~we closed on a public~~securities offering were exercised by warrant holders providing us with additional cash of $3,856. We estimate that our cash resources will be sufficient to fund operations and ~~a concurrent private placement~~meet our obligations into the first quarter of ~~our securities, raising $10.2 million, net of offering costs. Through March 20, 2020, we received an additional $1.6 million from investor exercises of 204,796 outstanding warrants.~~ 2023.

We follow the guidance of ~~Accounting Standards Codification ("ASC")~~ASC Topic 205-40, Presentation of Financial Statements-Going Concern, in order to determine whether there is substantial doubt about ~~the Company's~~our ability to continue as a going concern for one year after the date ~~its~~our financial statements are issued. ~~We have concluded,~~Based on our current cash forecast, we expect that ~~the Company has~~our present capital resources will not be sufficient ~~cash and short-term investments~~ to fund ~~its~~our planned operations ~~into~~for that period of time, which raises substantial doubt as to the ~~second quarter~~Company's ability to continue as a going concern. This forecast of ~~2021.~~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.

We continue to face significant challenges and uncertainties and, as a result, our available capital resources may be consumed more rapidly than currently expected due to any or all of the following:

•lower than expected revenues from grants and licenses related to our technologies;

•changes we may make to the business that affect ongoing operating expenses;

•further changes we may make to our business strategy;

•changes in our research and development spending plans; and

•other items affecting our forecasted level of expenditures and use of cash resources.

We will require additional capital resources to support the implementation of our business strategy and we may pursue one or more of a variety of financing options, including public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, as well as licensing or other collaborative arrangements.strategy. There can be no assurance that our financing efforts will be successful. If we are not able to secure such additional capital resources or otherwise fund our operations, we will be forced to explore strategic alternatives and/or wind down our operations and pursue options for liquidating our remaining assets, including intellectual property and equipment.

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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, ~~(the "Code"),~~ 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.

~~We have changed our corporate strategy to focus on the~~Our seed products and crop science ~~industry, and our~~ technologies ~~in this area~~ are at ~~a very~~an early stage of development. We may never commercialize a technology or product that will generate meaningful, or any, revenues.

In July 2016, our Board of Directors approved a plan to implement a strategic restructuring under which Yield10 Bioscience has become our core business. As part of the restructuring, we discontinued our biopolymer operations, eliminated positions in our biopolymer operations and corporate organization, and sold certain of our biopolymer business assets.

The crop science products and technologies we are currently developing ~~as a result of our strategic repositioning~~ are at ~~a very~~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.

There can be no assurance that we will be able to comply with the continued listing standards of The Nasdaq Capital Market.

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 The Nasdaq Capital Market ("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 June 25, 2019, we received a deficiency letter from Nasdaq which provided us a grace period of 180 calendar days, or until December 23, 2019, to regain compliance with the minimum bid price requirement. We subsequently received an additional 180 days (until June 22, 2020) to regain compliance with the requirement. On January 9, 2020, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, authorizing a reverse stock split of our common stock. A 1-for-40 ratio for the reverse stock split was subsequently approved by our Board of Directors, and the reverse stock split took effect on January 15, 2020. As a result of the reverse stock split, every forty shares of our common stock were automatically combined and converted into one issued and outstanding share of our common stock, with no change in the par value per share. As of January 30, 2020, we had regained compliance with the minimum bid price requirement.

Currently, our primary source of our revenue is government research grants; continued availability of ~~government~~ grant funding is uncertain and contingent on our compliance with the requirements of the grant.

Historically, a portion of our revenue has been generated from payments to us from government entities in the form of government grants, whereby we are reimbursed for certain expenses incurred in connection with our research and development activities, subject to our compliance with the specific requirements of the applicable grant, including rigorous documentation requirements. To the extent that we do not comply with these requirements, the expenses that we incur may not be reimbursed. ~~Any of our~~Our existing ~~grants~~grant or new grants that we may obtain in the future may be terminated or modified. We are a participant in a grant from the Department of Energy with Michigan State University, which has been our primary source of grant revenue over the past five years. The final year of the grant ends on September 14, 2022, and we may be unable to obtain a new grant to replace the loss of this source of grant revenue.

Our ability to obtain grants or incentives from government entities in the future is subject to the availability of funds under applicable government programs and approval of our applications to participate in such programs. The application process for these grants and other incentives is highly competitive. We may not be successful in obtaining any additional

grants, loans or other incentives. Recent political focus on reducing spending at the U.S. federal and state levels may continue to reduce the scope and amount of funds dedicated to crop science products, if such funds will continue to be available at all. To the extent that we are unsuccessful in being awarded any additional government grants in the future, we would lose a potential source of revenue.

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Our government grants may subject us to government audits, which could expose us to penalties if we have failed to comply with the terms of the grants.

We may be subject to audits by government agencies as part of routine audits of our activities funded by our government grants. As part of an audit, these agencies may review our performance, cost structures and compliance with applicable laws, regulations and standards and the terms and conditions of the grant. If any of our costs are found to be allocated improperly, the costs may not be reimbursed, and any costs already reimbursed for such contract may have to be refunded. Accordingly, an audit could result in a material adjustment to our results of operations and financial condition. Moreover, if an audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions.

Our financial condition, research and development efforts, and results of operations could be further adversely affected by ~~public health epidemics, including~~ the ~~recent and~~ ongoing coronavirus outbreak.

A novel strain of coronavirus was reported to have originated in Wuhan, Hubei Province, China in December 2019, and has been rapidly spreading across the globe, including in the United States and Canada. Any outbreak of contagious ~~disease~~diseases, such as ~~the coronavirus~~COVID-19, or other adverse public health developments, could have a material and adverse effect on our business operations. ~~Such~~In response to the ongoing coronavirus pandemic, we have modified our business practices, including in response to legislation, executive orders and guidance from government entities and healthcare authorities.These directives include the temporary closing of businesses, travel bans and restrictions, social distancing and quarantines. During the outbreak of COVID-19, we limited employee, researcher and supplier access to the research facility we share with the National Research Council of Canada and our other leased facilities located in Saskatchewan, Canada.Our Canadian operations, to date, have not yet been significantly impacted by the coronavirus pandemic.Our research and development facility in Woburn was closed during a portion of the pandemic, and we were operated our laboratories on a staggered schedule in order to help prevent the spread of the disease. To date, we have also able to move forward with planning and operational steps required to implement our field trials in Canada and the United States.It is possible, however, that current and potential future closures of our research facilities, if they continue for an extended time period, could adversely impact our anticipated time frames for completing field trials and other work we plan to accomplish during 2022.

Additional adverse effects of the coronavirus pandemic could include quarantines, disruptions of or restrictions on our ability and/or the ability of our collaborators’ personnel to travel or conduct normal business activities, as well as additional closures of our facilities or the facilities of our collaborators for an indefinite period of ~~time (including shutdowns~~time.

As COVID-19 continues to affect individuals and businesses around the globe, we could experience disruptions that could severely impact our business, research and field testing trials, including:

•interruption of field testing activities due to quarantines or other limitations on travel imposed or recommended by federal or state governments, employers and others;

•limitations on employee resources that would otherwise be focused on the conduct of our research and field testing;

•delays in receiving approval from regulatory authorities related to our seed traits;

•delays in field testing sites receiving the supplies and materials needed to conduct our trials;

•interruption in global shipping that may affect the transport of materials needed for our research; and

•limitations on government and academic grants that support our research programs.

Additionally, our results of operations could be ~~requested or mandated by governmental authorities). Any temporary closures of facilities would likely affect our development efforts and operating results, and any disruption~~adversely affected to the ~~operations of~~extent that COVID-19, or any other epidemic, harms our ~~collaborators would likely impact our development efforts and operating results.~~ business or the economy in general either domestically or in any other region in which we do business.The extent to which ~~the coronavirus may impact~~COVID-19 affects our ~~results~~operations will depend on future developments, which are highly uncertain and cannot be predicted ~~and on~~with confidence, including the duration of the outbreak, new information that may emerge concerning the severity of COVID-19 and the ~~coronavirus. However, current~~actions to contain COVID-19 or treat its impact, among others, which could have an adverse effect on our business and financial condition.Current predictions suggest that the impact of sustained business closures and quarantines resulting from the coronavirus on the global economy will be severe, and this may have a material adverse effect on our business and our ability to secure funding.As we continue to actively monitor the situation, we may take further actions that affect our operations.

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Unfavorable global economic conditions could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets, including changes in inflation, interest rates and overall economic conditions and uncertainties. For instance, if inflation or other factors were to significantly increase our business costs, it may be difficult for us to continue our research and development. Inflation could also adversely affect the ability of our customers to purchase our products. An economic downturn, including as a result of COVID-19, could result in a variety of risks to our business, including weakened demand for our products and our inability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain our manufacturers and suppliers, possibly resulting in supply disruption. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact our business.

Our business operations could be adversely affected by the impact of the war in Ukraine.

Russia invaded Ukraine in February 2022 which has resulted in significant uncertainty in the commodities market and has impacted oil prices. The extent and duration of the military action, resulting sanctions and resulting future market disruptions, including declines in world stock markets and the currency valuations are impossible to predict, but could be significant. Ukraine is a major agricultural producer and if the Russian invasion impacts the commodities produced in Ukraine, it could result in higher commodities prices in the United States, which could impact our ability to grow our seed products. In addition, the conflict could impact oil prices which could have an impact on gasoline prices and demand in the United States. Further, sanctions imposed by the United States and other countries could have negative impacts on our economy and negatively impact our business. These impacts could be far reaching and could last for a significant period of time which could negatively impact our operations. We will continue to monitor this fluid situation and develop contingencies as necessary to address any disruptions to our business operations as they develop.

Risks Relating to our Yield10 Bioscience Crop Science Program

The crop science product development cycle is lengthy and uncertain, and our progress will depend ~~heavily~~significantly on our ability to attract third-party investment in research under license agreements and on our ability to establish ~~future~~ collaborative partnershipsto develop and commercialize our innovations.

The technology and processes used in our crop science program and the application of our technology to enhance photosynthetic efficiency of crops 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 ~~will~~may be required to successfully develop and commercialize our innovations. Our initial development strategy is to make it attractive for established agricultural industry companies to invest financial and technical resources to introduce our traits into their elite germplasm for event selection and evaluation under research licenses. For example, in 2017 we entered into a non-exclusive research license with Monsanto, which was subsequently acquired by Bayer AG (“Bayer”), pursuant to which we granted Monsanto a non-exclusive research license to evaluate our novel C3003 and C3004 yield traits in soybean. We expanded the agreement with Bayer in 2019 to cover a new discovery and intellectual property related to C3004. In 2018, we granted a non-exclusive research license to Forage Genetics, a subsidiary of Land O’Lakes, Inc., to evaluate five of our novel yield traits in forage sorghum. The traits included in the research license include C3003 as well as four traits from our GRAIN platform, C4001, C4002, C4003 and C4029. In 2019, we granted a non-exclusive research license to J.R. Simplot Company to evaluate C3003, C3004 and C4001 in potato. We may not be successful in establishing or maintaining suitable 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.

Any potential collaborative partnerships that we may enter into in the future may not be successful, which could adversely affect our ability to develop and commercialize our innovations.

We expect that collaborations with established agricultural industry companies ~~will~~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.

The success of any future collaborative partnerships is uncertain and will depend heavily on the efforts and activities of our potential partners. Such arrangements are subject to numerous risks, including the risks that:

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•our partners may have significant discretion in determining the efforts and resources that they will apply to the arrangement;

•our partners may not pursue the development and commercialization of our product candidates based on trial results, changes in their strategic focus, competing priorities, availability of funding, or other external factors;

•our partners may delay or abandon field trials, fail to conduct field trials that produce sufficient conclusory data, provide insufficient funding for field trials, or repeat or conduct new field trials;

•partners who have marketing, manufacturing and distribution rights with respect to a product may not commit sufficient resources to, or otherwise may not perform satisfactorily in carrying out, these activities;

•to the extent that such arrangements provide for exclusive rights, we may be precluded from collaborating with others;

•our partners may not properly maintain or defend our intellectual property rights, or may use our intellectual property or proprietary information in a way that gives rise to actual or threatened litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential liability;

•disputes may arise between us and a partner that causes the delay or termination of the research, development or commercialization of our current or future products, or that results in costly litigation or arbitration that diverts management attention and resources;

•such arrangements may be terminated, and, if terminated, may result in a need for additional capital for our independent pursuit of matters previously covered by such arrangement;

•our partners may own or co-own intellectual property that results from our arrangement; and

•a partner’s sales and marketing activities or other operations may not be in compliance with applicable laws resulting in civil or criminal proceedings.

Our crop science program may not be successful in developing commercial products.

We and our potential future collaborators may spend many years and dedicate significant financial and other resources developing traits or other seed products that will never be commercialized. Seeds containing the traits that we develop may never become commercialized for any of the following reasons:

•our traits may not be successfully validated in the target crops;

•our traits may not achieve our targeted yield improvements;

•we may not be able to secure sufficient funding to progress our traits through development and commercial validation;

•our traits may not have the desired effects sought by future collaborators for the relevant crops;

•development and validation of traits, particularly during field trials, may be adversely affected by environmental or other circumstances beyond our control;

•we or our future collaborators may be unable to obtain the requisite regulatory approvals for the seeds containing our traits, to the extent regulatory approvals are required;

•competitors may launch competing or more effective seed traits or seeds;

•a market may not exist for seeds containing our traits or such seeds may not be commercially successful;

•future collaborators may be unable to fully develop and commercialize products containing our seed traits or may decide, for whatever reason, not to commercialize such products;

•we may be unable to patent our traits in the necessary jurisdictions; and

•our efforts to develop niche crop products based on our Camelina platform, including specialty oils and PHB biomaterials, are in the early stages and may not be successful.

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

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products, products currently under development may ~~neither~~not survive the development process ~~nor~~or may ultimately not receive ~~any~~ 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.

Even if we or our future collaborators are successful in developing commercial products that incorporate our traits, such products may not achieve commercial success.

Our strategy depends upon our or our future collaborators’ ability to incorporate our traits into a wide range of crops in significant markets and geographies. Even if we or our future collaborators are able to develop commercial products that incorporate our traits, any such products may not achieve commercial success for one or more of the following reasons, among others:

•products may fail to be effective in particular crops, geographies, or circumstances, limiting their commercialization potential;

•our competitors, or competitors of our collaborators, may launch competing or more effective traits or products;

•significant fluctuations in market prices for agricultural inputs and crops could have an adverse effect on the value of our traits;

•farmers are generally cautious in their adoption of new products and technologies, with conservative initial purchases and proof of product required prior to widespread deployment, and accordingly, it may take several growing seasons for farmers to adopt our or our collaborators’ products on a large scale;

•we may not be able to produce high-quality seeds in sufficient amounts to meet demand; and

•we may not be able to secure the financial or other resources needed to achieve commercial success.

Our financial condition and results of operations could be materially and adversely affected if any of the above were to occur.

Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even ifthe markets in which we may compete in the future achieve growth, our business could fail to achieve the same growth rates as others in the industry.

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 PHA biomaterials, 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.

If ongoing or future field trials conducted by us or our future collaborators are unsuccessful, we may be unable to complete the regulatory process for, or commercialize, our products in development on a timely basis.

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

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mishandling of products in development by our collaborators or these third parties could impair the success of these field trials.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.

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.

In addition, seed crops are vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation, the type of treatment applied and climatic conditions. Unfavorable growing conditions can reduce both crop size and quality and may reduce our available inventory.

Competition in the market for traits and seeds is intense and requires continuous technological development, and, if we are unable to compete effectively, our financial results will suffer.

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 ~~reduces~~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.

Our business is subject to various government regulations in the United States and Canada, the regulatory requirements for our future products in development are evolving and are subject to change, and if there are adverse changesto the current regulatory framework, our or our future collaborators’ ability to market our traits could be delayed, prevented or limited.

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.

In the United States, our seed traits and any future products that are successfully developed containing our seed traits are or will be subject to USDA and FDA regulatory requirements. The USDA and FDA requirements will vary depending on the particular seed trait and the intended use of any product that will be commercialized. Our business strategy is focused on crop yield traits and we have no current plans for the development of pesticide or herbicide traits, which would be subject to regulation by the EPA.

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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. ~~These genetically engineered plants are called “regulated articles”~~The USDA-APHIS has proposed regulations that could impact our business. For example, in the relevant USDA-APHIS regulations, which control the import, handling, interstate movement and release into the environment of regulated articles, including certain genetically engineered organisms undergoing confined experimental use or field trials. Seed traits developed using the insertion of recombinant DNA, such as our C3003 yield trait that leverages the biological functions of an algal gene, are regulated articles and are therefore subject to extensive USDA-APHIS oversight, including but not limited to permitting requirements for import, handling, interstate movement and release into the environment.

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. In general, genome editing approaches to novel plant trait development have been considered not regulated by USDA-APHIS. In particular, we have submitted two petitions (also known as the “Am I Regulated?” letter) to USDA-APHIS’s Biotechnology Regulatory Services in order to confirm that the following two oil content traits are not going to be regulated by the agency under 7 CFR part 340: (i) the single trait C3008 Camelina plant line, developed using CRISPR genome editing technology for increased oil content; and (ii) the triple-edited Camelina line that combines three gene traits, C3008a, C3008b and C3009, to increase oil production. In both cases, USDA-APHIS approved our petitions and confirmed in writing that each of these novel plant lines would not be treated as a regulated article.

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.~~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 could substantially delay or prevent the commercialization of any future products containing traits that we expected to be deemed non-regulated by USDA-APHIS under 7 CFR part 340.

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”).

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 genetically engineered and conventional versions. When such a determination cannot be made, the novel plant variety may become subject to FDA premarket review and approval as a food additive.

As part of a broader effort to modernize its regulatory approach to all biotechnology-derived products, the FDA is currently re-evaluating its regulatory approach in light of the increasing prevalence of certain genome edited plants. In January 2017, the FDA asked for public input to help inform its thinking about human and animal foods derived from new plant varieties produced using genome editing techniques. Among other things, the FDA’s request for comments asked for data and information in response to questions about the safety of foods from genome edited plants, such as whether certain categories of genome edited plants present food safety risks different from other plants produced through traditional plant breeding. Subsequently, in October 2018, FDA leadership issued a document entitled the “Plant and Animal Biotechnology Innovation Action Plan” (“Action Plan”) that identified three key priorities for the agency in this area and stated that the FDA has reviewed the comments and other information it received in response to the January 2017 request for comments. The FDA also stated that it intended to develop guidance for industry explaining how the FDA’s existing regulatory policy for foods derived from new plant varieties applies to foods produced using genome editing. Although the expected draft guidance has not yet been released for public comment, on March 4, 2020 FDA, USDA, and EPA launched a new initiative to help consumers better understand foods created through genetic engineering, called “Feed Your Mind,” which aims to answer the most common questions that consumers have about such crops. The FDA also stated in the 2018 Action Plan that it intended 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 related to genome editing of food crops. Subsequently, in February 2019, FDA completed its first consultation on a genome edited plant variety (a soybean variety modified to have increased levels of oleic acid).

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. First, the Canadian Food Inspection Agency ("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 CFIA’s 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. Second, under the Food and DrugsAct 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. Health Canada will evaluate 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. 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.

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 genetically engineered 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 between our facilities in the U.S. and Canada, including USDA-APHIS permits for the import and export of plant materials that could pose a risk to domestic

~~agriculture. We also have been conducting field studies of various yield traits in Canada since 2016 under PNT permits issued by Canadian regulators.~~

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 you 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

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commercialization of any potential commercial products containing our seed traits, which could adversely affect our ability to generate revenues and to achieve profitability.

Failure to comply with applicable regulatory requirements may, among other things, result in fines, suspensions of regulatory approvals, product recalls, product seizures, operating restrictions and criminal prosecution.

If we or our future collaborators are unable to comply with and timely complete the regulatory process in the United States and Canada for our future products in development, our or our future collaborators’ ability to market our traits could be delayed, prevented or limited.

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.

The regulatory environment for genetically engineered crops in jurisdictions outside the United States and Canada varies greatly, and some jurisdictions have more restrictive regulations that could delay, prevent or limit our or our future collaborators’ ability to market our traits.

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 as a result of the existing public health frameworks and phytosanitary laws, as well as other less tangible factors such as cultural and religious norms that may have an impact on individual country risk assessments and decision-making. Each jurisdiction may have its own regulatory framework, which may include restrictions and regulations on planting and growing genetically engineered plants, import of grain and other plant products, and in the consumption and labeling of feed and foods derived from such novel plants, and which may apply to future products containing our traits. We cannot predict future changes in the global regulatory landscape regarding genetically engineered plants or commercial products incorporating such novel plant varieties. The regulatory environment for such plants is greatly uncertain outside of the U.S. and Canada, and some jurisdictions have more restrictive regulations that could delay, prevent or limit our or our future collaborators’ ability to market our traits.

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

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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.

Consumer resistance to genetically engineered crops may negatively affect the ability to commercialize future crops containing our traits, as well as our public image, and may reduce any future sales of seeds containing our yield traits.

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 contaminate other farm crops. This could distract our management and cause us to spend resources defending against such claims.

Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and our ability to generate future revenues and to achieve profitability.

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 products of third parties, or the environment itself, may be negatively affected by the unintended appearance of our ~~yield~~ trait ~~genes.~~genes, novel seed compositions and novel seed products.

The potential for unintended but unavoidable trace amounts, sometimes called “adventitious presence,” of ~~yield~~ 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.

Loss of or damage to our elite novel trait events and plant lines would significantly slow our product development efforts.

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.

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Our insurance coverage may be inadequate to cover all the liabilities we may incur.

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 and, in some cases, to maintain regulatory files for those products in development, and any performance issues by third parties, or our inability to engage third parties on acceptable terms, may impact our ~~or our future collaborators’~~ ability to complete the regulatory process for or commercialize such products.

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.

In addition, there has been an increasing trend towards consolidation in the agricultural biotechnology industry. Consolidation among our competitors and third parties upon whom we rely could lead to changes in the competitive landscape, capabilities, and strategic priorities among potential service providers, which could have an adverse effect on our business and operations.

If we lose key personnel or are unable to attract and retain necessary talent, we may be unable to develop or commercialize our products under development.

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.

Our business and operations would suffer in the event of system failures.

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

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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.

Risks Relating to Intellectual Property

Patent protection for our technologies is both important and uncertain.

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 ~~relate to our historical business as well as two~~include four patents on our C3003 gene in-licensed from the University of Massachusetts, three patents on C4001 and other novel yield traits, and two patents relating to our ~~C4001 U.S. patent, both of which were~~historical business. Our currently issued ~~in 2019 and~~patents have expiration dates ranging from ~~2020~~2033 through ~~2035, plus any patent extensions which may be granted in the U.S. for regulatory approval delays.~~2041. New ~~outstanding~~pending patent applications owned by or licensed to us relating to crop yield improvements have earliest effective filing dates ranging from ~~2013~~2014 through ~~2019, including the recently filed~~2020 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.

Additionally, any issued patents owned by or licensed to us now or in the future may be challenged, invalidated, or circumvented. We could incur substantial costs to bring suits or other proceedings in which we may assert or defend our patent rights or challenge the patent rights of third parties. An unfavorable outcome of any such litigation could have a material adverse effect on our business and results of operations.

Third parties may claim that we infringe their intellectual property, and we could suffer significant litigation or licensing expense as a result.

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.

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Portions of our crop science technology are owned by or subject to retained rights of third parties.

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 was funded by the U.S. government. As a result, the government may have certain rights to such patent rights and technology.

We may not be successful in obtaining necessary rights to additional technologies for the development of our products through acquisitions and in-licenses.

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.

In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to license or acquire relevant crop science technologies on terms that would allow us to make an appropriate return on our investment.

We expect that competition for acquiring and in-licensing crop science technologies that are attractive to us may increase in the future, which may mean fewer suitable opportunities for us as well as higher acquisition or licensing costs. If we are unable to successfully obtain rights to suitable crop science technologies on reasonable terms, or at all, our business and financial condition could suffer.

Our license agreements include royalty payments that we are required to make to third parties.

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 intellectual property landscape around genome editing technology, such as CRISPR, is highly dynamic and uncertain, and any resolution of this uncertainty could have a material adverse effect on our business.

The field of genome editing, especially in the area of CRISPR technology, is still in its infancy, and no products using this technology have reached the market. In 2018, we entered into a non-exclusive research license agreement jointly with the Broad Institute of MIT and Harvard and Pioneer, part of Corteva Agriscience™, Agriculture Division of DowDuPont Inc., for the use of CRISPR-Cas9 genome-editing technology for crops in order to demonstrate the utility of our yield trait genes in this field. The joint license covers intellectual property consisting of approximately 48 patents and patent applications on CRISPR-Cas9 technology controlled by the Broad Institute and Corteva Agriscience. Under the agreement, we have the option to renew the license on an annual basis and the right, subject to specified conditions, to

convert the research license to a commercial license in the future, although there can be no assurance that we will be able to secure such commercial license on acceptable terms. CRISPR technology is uniquely suited to agricultural applications as it enables precise changes to plant DNA without the use of foreign DNA to incorporate new traits. Plants developed using CRISPR genome-editing technology have the potential to be considered not regulated by USDA-APHIS under 7 CFR part 340 for development and commercialization in the U.S., which could result in shorter developmental timelines and lower costs associated with commercialization of new traits in the U.S. as compared to regulated crops.infancy. Due to the intense research and development that is taking place by several companies, including us and our competitors, in this field, 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 ~~the~~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 in part on trade secrets to protect our technology, and our failure to obtain or maintain trade secret protection could harm 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

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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.

Risks Relating to Owning our Common Stock

Raising additional funds may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies.

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 ~~your~~the rights ~~as a stockholder.~~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.

Trading volume in our stock can fluctuate and an active trading market for our common stock may not be available on a consistent basis to provide stockholders with adequate liquidity. Our stock price may be ~~extremely~~ volatile, and our stockholders could lose a significant part of their investment.

The public trading price for our common stock will be affected by a number of factors, including:

•any change in the status of our Nasdaq listing;

•the need for near-term financing to continue operations;

•reported progress in our efforts to develop crop related technologies, relative to investor expectations;

•changes in earnings estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ earnings estimates;

•quarterly variations in our or our competitors’ results of operations;

•general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;

•future issuances and/or sales of our securities;

•announcements or the absence of announcements by us, or our competitors, regarding acquisitions, new products, regulatory developments, significant contracts, commercial relationships or capital commitments;

•commencement of, or involvement in, litigation;

•any major change in our board of directors or management;

•changes in governmental regulations or in the status of our regulatory approvals;

•announcements related to patents issued to us or our competitors and to litigation involving our intellectual property;

•a lack of, or limited, or negative industry or security analyst coverage;

•uncertainty regarding our ability to secure additional cash resources with which to operate our business;

•a decision by our significant stockholders to increase or decrease their holdings in our common stock;

•short-selling or similar activities by third parties; and

•other factors described elsewhere in these risk factors.

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.

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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.

Provisions in our certificate of incorporation and by-laws and Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of our certificate of incorporation and by-laws and Delaware law may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which our stockholders might otherwise receive a premium for their shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management.

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.

The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that our stockholders could receive a premium for their common stock in an acquisition.

~~Our recently implemented reverse stock split could adversely affect the market liquidity of our common stock~~.

On January 9, 2020, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation, as amended, and authorized our Board of Directors, if in their judgment they deemed it necessary, to effect a reverse stock split of our common stock at a ratio in the range of 20:1 to 50:1. This reverse stock split became effective on January 15, 2020, with a ratio of 40:1. We cannot predict whether the reverse stock split will increase the market price for our common stock on a sustained basis. The history of similar stock split combinations for companies in like circumstances is varied, and we cannot predict whether:

~~the reverse stock split will result in a sustained per share price that will attract brokers and investors who do not trade in lower priced stocks;~~

~~the reverse stock split will result in a per share price that will increase our ability to attract and retain employees and other service providers; or~~

the market price per share will remain at a level in excess of the $1.00 minimum bid price as required by Nasdaq, or that we will otherwise continue to meet the requirements of Nasdaq for continued inclusion for trading on The Nasdaq Capital Market.

Concentration of ownership among our officers, directors and principal stockholders may prevent other stockholders from influencing significant corporate decisions and depress our stock price.

Based on the number of shares outstanding as of March ~~18, 2020,~~23, 2022, our officers, directors and stockholders who hold at least 5%5 percent of our stock beneficially own a combined total of approximately ~~46.7~~39.6 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 ~~18, 2020.~~23, 2022. 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 ~~18, 2020,~~23, 2022, Jack W. Schuler (and his related entities) beneficially owned approximately ~~45.9~~30.3 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.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

We do not own any real property. We are party to a lease agreement pursuant to which we ~~previously leased approximately 30,000~~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. ~~In November 2019, we entered into a modification of the Woburn lease in which we permanently returned 7,409 square feet of underutilized space to~~We have provided the landlord for the seven-year duration of the lease. In exchange for returning the space, the landlord agreed to fund modifications and upgrades to the remaining office space. The Company will have no further financial obligations for the vacated space and lease rental charges, including utility, maintenance and real estate tax charges, have been proportionally reduced. Thewith a security deposit ~~was also proportionally reduced to $229,000. All other significant terms~~ of ~~the lease remained unchanged.~~$229.

~~The Company has~~We have a sublease agreement with a subsidiary of CJ CheilJedang Corporation ("CJ") for CJ's sublease of 9,874 square feet of ~~the Company's~~our Woburn facility. The subleased space was determined to be in excess of our needs as a result of ~~its~~our strategic shift and the related restructuring of ~~its~~our operations ~~initiated~~ 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

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time-to-time in accordance with the terms of the master lease. CJ has provided us with a security deposit of ~~$103,000~~$103 in the form of an irrevocable letter of credit. ~~The CJ sublease is unaffected by our recent lease modification.~~

We also lease approximately 13,700 square feet of office and laboratory space at 650 Suffolk Street, Lowell, Massachusetts. Our lease for this facility expires in May 2020 and we do not anticipate incurring significant charges in returning this space to the landlord. Our wholly-owned subsidiary, Metabolix Oilseeds, Inc. ("MOI"), located in Saskatoon, Saskatchewan, Canada, leases approximately ~~7,000~~7,700 square feet of office, laboratory and greenhouse ~~space.~~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. MOI's leases for these facilities generally have terms of one year, and are extended annually through amendment. Most of these leases will expire aton various ~~times~~dates through September 30, ~~2020.~~2022.

ITEM 3. LEGAL PROCEEDINGS

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. We are not currently aware of any such proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the Nasdaq Capital Market under the symbol "YTEN."

Stockholders

As of March ~~18, 2020,~~23, 2022, there were ~~1,923,184~~4,893,403 shares of our common stock outstanding held by 3738 stockholders of record.

~~Equity Compensation Plan Information~~

~~Please see Part III, Item 12, for information regarding securities authorized for issuance under our equity compensation plans.~~

Unregistered Sales of Securities

On January ~~7, 2020,~~3, 2022, we issued ~~3,715~~5,074 shares of common stock to participants in our Yield10 Bioscience, Inc. 401(k) Plan as a matching contribution. The issuance of these securities was exempt from registration pursuant to Section 3(a)(2) of the Securities Act.

Issuer Purchases of Equity Securities

During the quarter ended December 31, ~~2019,~~2021, there were no repurchases made by us or on our behalf, or by any "affiliated purchasers," of shares of our common stock.

ITEM 6. ~~SELECTED CONSOLIDATED FINANCIAL DATA~~[RESERVED]

~~Not applicable.~~

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K.All dollar amounts are stated in thousands. On January 15, 2020, the Company effected a 1-for-40 reverse stock split of its common stock. Unless otherwise indicated, all share amounts, per share data, share prices, and conversion rates set forth in these notes and the accompanying financial statements have, where applicable, been adjusted ~~retroactively~~ to reflect this reverse stock split.

Overview

Yield10 Bioscience, Inc. ("Yield10" or the "Company") is an agricultural bioscience company that is developing the oilseed Camelina sativa ("Camelina") as a platform crop for large scale production of low carbon sustainable seed products to address:

•petroleum replacement markets, in which we are developing Camelina oil for use as a biofuel feedstock and PHA Bioplastics produced in Camelina seed for use as a biodegradable bioplastic; and

•food and nutrition markets, in which we are developing omega-3 (DHA+EPA) oils produced in Camelina seed for aquaculture, nutraceuticals and protein meal for animal feed markets.

Our commercial plan is based on developing and releasing a series of proprietary elite Camelina seed varieties incorporating genetic traits from our development pipeline which offer improved on-farm performance that we anticipate will lead to increased acreage adoption and seed product revenue. We also plan to create additional value for our shareholders by licensing yield and seed oil traits from our pipeline to large seed companies for commercialization in major food crops, including corn, soybean and canola. Yield10 is headquartered in Woburn, Massachusetts ~~with~~and has an ~~oilseed development~~Oilseed Center of Excellence in Saskatoon, Saskatchewan, Canada. Yield10 uses its "Trait Factory" to develop high value seed traits for the agriculture and food industries. Specifically, Yield10 is developing superior gene traits for the major grain crops including corn, soybean, canola, wheat and rice. We believe that successful gene traits may enable step-change increases in crop yield in certain crops, which we consider to be an increase of at least 10-20 percent. While maintaining its focus on the development of novel yield traits for key grain crops based on a licensing model, the Company has recently begun to execute the second part of its strategy which is to develop independent business opportunities in the specialty oils and niche crop space using the oilseed Camelina. The target of this effort is sustainable business solutions to support agriculture, global food production and other specialty applications. Yield10 brings a unique history and skill set captured in its GRAIN platform for developing advanced crop traits and increasing the concentration of specific biochemicals of commercial interest in crops. Our plan is to use GRAIN to develop a source of revenue from funded research and development collaborations. We also plan to develop a source of revenue from funded research and development collaborations. We are currently engaged in a range of discussions with third parties with respect to different crops, traits and products in the feed, food and pharmaceutical sectors.

Government Grants

On February 26, 2021, Metabolix Oilseeds, Inc. (“MOI”), the Company’s wholly-owned Canadian research subsidiary, received a research grant through the Industrial Research Assistance Program ("IRAP") administered by National Research Council Canada ("NRC"). The objective of the grant was to provide financial research assistance to innovative,

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early-stage small and medium-sized enterprises. Under the terms of the agreement, NRC agreed to contribute up to a maximum of $39 for payroll costs incurred by MOI during the period from December 20, 2020 to March 13, 2021. During the first quarter of 2021, MOI submitted claims for eligible payroll costs and recognized grant revenue for the full amount of the award.

During 2020, MOI received two short-term grants, similar to the 2021 IRAP grant, both of which provided financial research assistance, in the amounts of $67 and $86, respectively, for eligible payroll costs. MOI submitted claims for the eligible costs during 2020 and the full amount of these grants was recognized as grant revenue during the year ended December 31, 2020.

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 ~~projected~~ five-year grant ~~will be~~has been awarded incrementally on an annual basis with the first year commencing September 15, 2017. ~~Although~~Cumulative funding for ~~the first three years under~~ this sub-award in the amount of $2,957 has been appropriated ~~through September 2020 for $1,698, we anticipate that each of the remaining two years will be awarded annually to Yield10 through September 14, 2022 for total sub-award funding of $2,957, provided~~by the U.S. Congress ~~continues to appropriate funds for~~through the ~~program,~~final contractual year ending in September 2022. During the years ended December 31, 2021 and December 31, 2020, we ~~are able to make progress towards meeting grant objectives~~recognized revenue of $575 and ~~we remain in compliance with other terms and conditions of the~~$646, respectively, from this sub-award.

As of December 31, ~~2019,~~2021, revenue proceeds of ~~$473~~$510 remain to be earned from the MSU sub-award. This includes amounts for reimbursement to our subcontractors, as well as reimbursement for our employees’ time, benefits and other expenses related to future performance. The status of government grants outstanding at December 31, 2021 is shown in the following table.

Program Title
Funding
Agency
Total Government Funds Total revenue recognized through December 31, 2019 Remaining amount to be recognized as of December 31, 2019
Contract/Grant
Expiration

Subcontract from Michigan State University project funded by DOE entitled "A Systems Approach to Increasing Carbon Flux to Seed Oil" Department of Energy $ 1,698
$ 1,225
$ 473
September 15, 2020


Program Title	Funding Agency	Total Government Funds		Total revenue recognized through December 31, 2021		Remaining amount to be recognized as of December 31, 2021		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	$	2,447	$	510	September 15, 2022
Funding from National Research Council Canada through its Industrial Research Assistance Program (NRC-IRAP) entitled "Innovation Assistance Program"	National Research Council Canada	39		39		—		March 13, 2021
Funding from National Research Council Canada through its Industrial Research Assistance Program (NRC-IRAP) entitled "Innovation Assistance Program"	National Research Council Canada	67		67		—		June 24, 2020
Funding from National Research Council Canada through its Industrial Research Assistance Program (NRC-IRAP) entitled "Innovation Assistance Program"	National Research Council Canada	86		86		—		December 19, 2020
Total		$	3,149	$	2,639	$	510

Critical Accounting Estimates and Judgments

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of ~~America.~~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 ~~affect~~we believe to be reasonable under the ~~reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis.~~circumstances. Our actual results may differ from these estimates.

We ~~believe that our significant accounting policies, which are described in Note 2 to our consolidated financial statements, involve a degree of judgment and complexity. Accordingly, we~~ believe that the specific accounting policies and significant judgments described below are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.

~~Grant Revenue~~

~~Government research grants currently represent our sole source~~

Table of revenue. We recognize government grants as revenue because the grants are central to the Company's ongoing crop science program. Revenue is earned as research expenses related to the grants are incurred and revenue earned on government grants, but not yet invoiced as of the balance sheet date, are recorded as unbilled receivables in the accompanying consolidated balance sheets for the years ended December 31, 2019 and December 31, 2018. Funds received from government grants in advance of work being performed are recorded as deferred revenue until earned.Contents

~~Performance-Based Compensation Accrual~~

Our employee compensation program includes a potential for bonus payments based on company and individual performance against annual goals that are established early in the fiscal year by management and the Company's Board of Directors. Bonus payments are generally paid at the end of February following the most recently completed fiscal year. The Compensation Committee is responsible for reviewing annual performance against goals and approving bonus payments for the Company's executive officers. Annual cash bonuses are accrued evenly throughout the fiscal year unless management and/or the Compensation Committee determine that bonus compensation payments are unlikely to be paid at the existing rate. In that event, we make a cumulative year-to-date adjustment to our bonus accrual and adjust quarterly accruals for the remainder of the year in order to achieve a bonus compensation accrual at year-end that matches expected bonus payments. Our quarterly performance-based compensation expense and accrual balances may vary significantly during the year as performance judgments change and we revise our estimates.

Stock-Based Compensation

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.

Determining the appropriate fair value model and calculating the fair value of stock-based payment awards requires the use of highly subjective assumptions, including the expected life of the stock-based payment awards and stock price volatility. We use the Black-Scholes option-pricing model to value our service-based option grants and to determine the related compensation ~~expense. Generally, we recognize the fair value of stock awards evenly~~expense to be recognized over ~~their~~each award's vesting ~~periods provided the individual receiving the award meets continuing service conditions. The assumptions used in calculating~~period. Calculating the fair value of stock-based payment awards using modeling techniques requires the use of assumptions. These assumptions represent ~~management's~~our best estimates, but the estimates involve inherent uncertainties and the application of ~~management~~ judgment. ~~See Note 10 to the consolidated financial statements for further discussion~~We adjust our modeling assumptions when valuing new stock awards based on ~~the key assumptions used to determine the fair values of option grants pursuant to the Black-Scholes option pricing model.~~actual experience.

Income Taxes

Due to the Company's history of annual income tax losses, it has never incurred significant income tax ~~expenses. The Company has,~~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 ~~are~~may be available to offset future ~~income taxes. Deferred income taxes are measured by applying currently enacted tax rates to the differences between financial statement and income tax reporting.~~taxable income. We routinely assess the realizability of the Company's deferred tax assets and have historically concluded that it is unlikely that ~~these~~ 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. MOI~~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 2021, we have concluded that all of our ~~wholly-owned research and development subsidiary located in Canada.~~ historical U.S. deferred tax assets generated through November 31, 2019 are no longer available to us for future use to offset taxable income.

MOI performs research services for usYield10 under a research services agreement subject to intercompany transfer pricing regulations established in the U.S. and Canada. These regulations require that ~~annually~~MOI earn an arms-length profit from these research services, calculated in accordance with tax regulations, and results in ~~MOI reporting~~the annual generation of taxable income in Canada. MOI files separate federal and provincial income tax returns in Canada and has accumulated research ~~credits~~tax credit carry forwards that may be used to offset future taxable income. ~~For the year ended~~We have recorded these Canadian research credits as a deferred tax asset within our consolidated balance sheet at December 31, ~~2019, we have concluded,~~ 2021 and December 31, 2020 based on our ~~assumption of MOI's continued profitability derived from intercompany transfer pricing,~~judgment that ~~the subsidiary~~MOI will ~~more likely than not~~ continue to ~~show~~earn taxable income in the future and the deferred tax ~~years.~~asset will be realized. We have concluded, ~~as a a result,~~therefore, that a ~~full~~ valuation allowance against MOI's deferred tax asset related to ~~the~~its research credits ~~is no longer~~would not be appropriate. This judgment may change in the future due to changes in MOI's taxable income or changes in U.S. and Canadian tax laws.

Securities Offerings

~~On November 19, 2019, we closed~~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 ~~two securities offerings that included a public~~the facts and circumstances of each offering, including; the offering and ~~a private placement. The public portion~~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 ~~offerings included sale~~warrants, the specific terms of ~~common stock, Series A Convertible Preferred Stock~~securities purchase agreements and ~~warrants to purchase common stock.~~ 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 ~~private placement included the sale~~fair value of Series B Convertible Preferred Stock and warrants to purchase common stock. See Note 9 to the consolidated financial statements for further discussion on the November 2019 Concurrent Securities Offerings. We primarily followed the guidance of ASC 480, ~~Distinguishing Liabilities from Equity, and ASC 815,~~ ~~Derivatives and Hedging, in reaching conclusions that the Series A Convertible Preferred Stock, the Series B Convertible Preferred Stock and the~~ warrants issued in ~~the~~an offering, ~~should~~under certain situations, may be recorded ~~in permanent equity, temporary equity~~as a liability and ~~liabilities, respectively, in our consolidated~~be subject to mark-to-market adjustments on each balance sheet ~~as of December 31, 2019.~~ date based on changes in their fair value determined using the Black-Scholes valuation model. We ~~also applied applicable~~carefully analyze our securities offerings to ensure that we record them in accordance with current accounting guidance.

Lease Accounting

As a lessee, we follow the lease accounting guidance codified in ~~order~~ASC 842. Under this guidance, a lease is classified as a finance lease if any of five criteria described in the guidance apply to ~~calculate~~ the ~~fair~~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 ~~warrants sold~~remaining lease payments, using the interest rate implicit in the ~~offerings~~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

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liability is also recorded with adjustments made, as necessary, for lease prepayments, lease accruals, initial direct costs and ~~determined~~lessor lease incentives that may be present within the ~~Black-Scholes fair value~~terms of the lease. If a lease subject to ASC 842 is amended, the right-of-use asset and lease liability ~~classified warrants exceeded the proceeds received in the offering. This resulted in a charge of $13,018~~are adjusted, if appropriate. These mathematical calculations to other income (expense) on the date of issuance. At December 31, 2019, we completed a mark-to-market revaluation of the warrants and recorded a gain of $9,541 within other income (expense) for the year ended December 31, 2019.comply with ASC 842 can be complex.

Comparison of the Years Ended December 31, ~~2019~~2021 and ~~2018~~2020

Revenue


	Year ended December 31,
	2021		2020		Change

Grant revenue	$	614	$	799	$	(185)

Year ended
December 31,

2019 2018 Change
Grant revenue $ 806
$ 556
$ 250

~~Total~~Grant revenue was ~~$806~~$614 and ~~$556~~$799 for the years ended December 31, ~~2019~~2021 and ~~2018,~~2020, respectively. During the years ended December 31, 2021 and December 31, 2020, we recognized $575 and $646, respectively, from the Company's DOE sub-award with MSU and ~~was derived solely~~$39 and $153, respectively, from ~~our~~short-term research ~~grants. Grant~~grants awarded to MOI through the Canadian Industrial Research Assistance Program.

We anticipate that grant revenue ~~for~~will decrease during the year ended December 31, ~~2019 was earned from the Company's DOE~~

~~sub-award with Michigan State University. During~~2022 in comparison to the year ended December 31, ~~2018, $419 in~~2021, as a result of lower grant ~~revenue was~~appropriations of $510 remaining to be earned ~~from~~during the final nine months of our MSU sub-award ~~and $137 was earned from the Company's completed DOE Camelina grant.~~

that ends in September 2022. We ~~anticipate that MSU grant revenue~~currently cannot assess whether additional U.S. or Canadian government research grants will ~~decrease approximately 20 percent over the next twelve months based on annual budget appropriations~~be awarded ~~under the grant.~~to us during 2022. Our forecast related to grant revenue is subject to change, however, should we ~~apply for, and~~ receive new grants ~~during 2020.~~or if our ability to earn revenue from our existing grant is negatively impacted by the COVID-19 pandemic.

Operating Expenses


									Year ended December 31,
	Year ended December 31,								2021		2020		Change
	2019		2018		Change
Research and development expenses	$	4,848	$	4,783	$	65		Research and development expenses	$	6,201	$	5,361	$	840
General and administrative expenses	4,554		5,092		(538		)	General and administrative expenses	6,105		5,047		1,058
Total expenses	$	9,402	$	9,875	$	(473	)
Total operating expenses								Total operating expenses	$	12,306	$	10,408	$	1,898

Research and Development Expenses

Research and development ~~expenses of $4,848 and $4,783 for~~expense increased by $840, or 16%, from $5,361 during the ~~years~~year ended December 31, ~~2019~~2020 to $6,201 during the year ended December 31, 2021. The 2021 increase is primarily due to higher employee compensation and ~~2018, respectively, remained consistent~~benefits expense of $574 and higher crop field trial and research services expense of $420. More specifically, the increase in employee compensation and benefits is due to a $305 increase in stock-based compensation expense (a non-cash expense) related to employee stock awards issued during 2021 and a $179 increase in employee payroll and insurance benefits resulting from hiring additional research staff during the year ended December 31, 2021. We also incurred $88 in employee recruiting and relocation expenses during the year in connection with hiring the new staff. Crop field trial expenses increased by $271 during the year ended December 31, 2021 as a ~~negligible increase~~result of ~~$65 between~~our expanded Camelina field trials conducted in the ~~two years.~~U.S., Canada and Argentina. We also increased third-party research services by $139 during the year ended December 31, 2021, primarily as a result of DNA sequencing analysis required for regulatory purposes. During the year ended December 31, ~~2019, however, employee compensation~~2020, we incurred a charge of $141 for the write-off of leasehold improvements and ~~benefits increased by $233, primarily~~office furniture used in our research and development operations as a ~~result~~consequence of ~~increased employee payroll of $255 from~~amending our Woburn, Massachusetts lease to return excess space to the ~~addition of headcount and our recording of $157 in bonus expense.~~landlord. We did not ~~record bonuses~~incur similar charges during the year ended December 31, ~~2018. These increases in employee payroll~~2021.

Based on current planning and ~~bonus expense were partially offset by a $196 reduction in stock compensation expense. Facility related~~forecasting, we anticipate that our research and development expenses ~~decreased by $260 from $1,009~~ during the year ended December 31, ~~2018~~2022 will increase to ~~$749~~levels above expenses incurred during the year ended December 31, ~~2019. The decrease is primarily due~~2021 as we continue our efforts to ~~a $263 reduction in lease expense as a result of modifying our Woburn facility lease in November 2019 to return 7,409 square feet to the landlord~~develop Camelina plant varieties for the ~~remaining seven-year term of the lease.~~

~~Based on our current financial forecasts, we expect research~~following markets; feedstock oil for renewable diesel, PHA bioplastic, omega-3 oil for nutraceuticals and ~~development expenses will increase during 2020 as we add research personnel to support our strategic objectives.~~aquaculture and protein meal for animal feed. Our ~~forecasts~~forecast related to research and development ~~expenses are~~expense is subject to ~~significant~~ change ~~as events~~ and may be impacted by our ability to raise additional cash to support our planned operations, the potential impact of the COVID-19 pandemic or the advent of new third-party

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collaborations or other business opportunities ~~occur during 2020~~ that could ~~result in modifications to~~alter our ~~business~~ plans.

General and Administrative Expenses

General and administrative expenses were ~~$4,554~~$6,105 and ~~$5,092~~$5,047 for the fiscal years ended December 31, ~~2019~~2021 and December 31, ~~2018,~~2020, respectively. The ~~decrease~~increase of ~~$538,~~$1,058, or ~~11%~~21%, was primarily due to ~~reductions in~~increased employee compensation and ~~facility related expenses. Employee compensation~~benefits, higher consulting fees for Camelina business development activities and ~~benefits decreased~~higher premiums paid for directors and officers ("D&O") liability insurance. These increases in expense were partially offset by ~~$142 from $1,968~~lower legal fees during the year ended December 31, ~~2018 to $1,826~~2021. Employee compensation and benefits increased by $738, from $2,024 during the year ended December 31, ~~2019 and is explained by a $329 reduction in stock compensation expense, partially offset by our recording of $183 in 2019 bonus expenses. We did not record bonus expense~~2020 to $2,762 during the year ended December 31, ~~2018. Facility~~2021, and was primarily the result of a $631 increase in stock-based compensation expense related ~~expenses decreased~~to stock awards issued during 2021 and a $125 increase in employee payroll and benefits from hiring additional staff. Consulting fees increased by ~~$335 from $1,192~~$268 during the year ended December 31, ~~2018~~2021 in comparison to ~~$857~~the year ended December 31, 2020 and was the result of engaging outside parties to assist with early stage business development activities for our Camelina plant varieties. Business insurance costs increased by $145 during the year ended December 31, ~~2019. During 2018, we recorded a one-time lease impairment charge of $255 for~~2021 and were driven by higher D&O premiums affecting the insurance markets. Investor relations expense also increased by $86 during the year ended December 31, 2021 due to costs associated with our ~~Lowell, Massachusetts facility. During 2019, our lease expense for~~efforts to communicate the ~~Woburn facility~~Company's strategic direction. Legal fees decreased by ~~$127, primarily as~~$214 during the year ended December 31, 2021, reflective of a ~~result~~lower level of ~~the lease modification previously discussed.~~legal service activity.

~~We expect~~Based on current planning and forecasting, we anticipate that our general and administrative expenses during ~~2020~~the year ended December 31, 2022 will ~~remain at a level consistent with 2019.~~increase to levels above expenses incurred during the year ended December 31, 2021. The change will primarily be the result of increased business development and seed operations activities for our Camelina plant varieties, including increases in employee compensation and benefits expense from recent and planned future personnel hiring, seed scale up operations and other early stage commercial activities. Our ~~forecasts~~forecast related to general and administrative ~~expenses are~~expense is subject to ~~significant~~ change ~~as events~~ and may be impacted by our ability to raise additional cash to support our plans, the potential impact of the COVID-19 pandemic or the advent of new third-party collaborations or other business opportunities ~~occur during 2020~~ that could ~~result in modifications to~~alter our ~~business~~ plans.

Other Income (Expense), net


	Year ended December 31,
	2021		2020		Change
Gain on investment in related party	$	700	$	—	$	700
Change in fair value of warrants	—		(957)		957
Loan forgiveness income	—		333		(333)
Other income (expense), net	(3)		83		(86)
Total other income (expense), net	$	697	$	(541)	$	1,238

Year ended
December 31,

2019 2018 Change
Loss on issuance of securities $ (13,018 ) $ —
$ (13,018 )
Offering costs (1,254 ) —
(1,254 )
Change in fair value of warrants 9,541
—
9,541

Interest income 96
158
(62 )
Other income (expense), net 21
(24 ) 45

Total other income (expense), net $ (4,614 ) $ 134
$ (4,748 )

Gain on Investment in Related Party

~~Loss on Issuance of Securities~~

~~On November 19, 2019, we closed on concurrent securities offerings that included both~~During 1999, the Company entered into a ~~public offering and private placement. The securities issued~~technology sublicense agreement with Tepha, Inc. ("Tepha"), a privately held company engaged in the ~~offerings included~~development of medical products. At the time the sublicense was executed, a ~~total~~director of ~~2,875,000 warrants that~~Yield10 was also the president, chief executive officer and a director of Tepha. Three other members of Yield10's board of directors also served on the board of directors of Tepha, of which one continued to serve until completion of the merger discussed below. Yield10 received ~~liability classification and were~~648,149 shares of Series A Convertible Preferred Stock of Tepha ("Tepha Shares") during 2002 as consideration for outstanding license payments due to Yield10 totaling $700. During 2005, the Company determined ~~to have a Black-Scholes fair~~the value of ~~$24,518 on~~ the ~~date of issuance. The gross proceeds of the public and private offerings were first allocated to the warrants. In accordance with applicable accounting guidance, the warrants were recorded at~~Tepha Shares was impaired resulting in their ~~full fair value and the difference between the fair value and the proceeds of $13,018 was recorded~~write off through a charge to other income (expense). ~~See Note 9 - Capital Stock~~The sublicense agreement with Tepha ended in 2016.

In May 2021, the board of directors of Tepha approved and ~~Warrants,~~authorized the merger of Tepha with Becton Dickinson Global Holdings, Inc. ("Becton Dickinson"). On July 26, 2021, we received cash consideration of $700 in exchange for the surrender of our ~~audited financial statements~~Tepha Shares upon the closing of the sale of Tepha to Becton Dickinson. We recorded the $700 as a gain on investment in related party within other income (expense) for the year ended December 31, ~~2019.~~

~~Offering Costs~~

As discussed above, the proceeds of the combined November 2019 offerings were allocated solely to the liability classified warrants. All of the offering costs of $1,254 were therefore assigned to the warrants and expensed immediately to other income (expense) in according with accounting guidance related to debt issuance costs.2021.

Change in Fair Value of Warrants

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The fair value of the liability classified warrants issued in ~~the~~our November 2019 securities offerings ~~are~~was subject to mark-to-market adjustment on ~~each~~subsequent balance sheet ~~date. We~~dates. On January 15, 2020, we remeasured the fair value of the warrant ~~liabilities at December 31, 2019~~liability in connection with the Company's 1-for-40 reverse stock split, recording a loss from the change in fair value of $957. The reverse stock split increased the number of shares of common stock available for issuance resulting in reclassification of the warrant liability to equity.

Loan Forgiveness Income

During April 2020, we received $333 in loan proceeds through the Paycheck Protection Program Flexibility Act ("PPP Loan"), established pursuant to the CARES Act. During our fiscal quarter ended September 30, 2020, we utilized the entire PPP Loan amount for expenses that met the qualifications for loan forgiveness and ~~recognized a gain~~recorded the full amount of ~~$9,541~~the loan within other income (expense)~~. The significant reduction in Black-Scholes valuation was primarily the result~~ within our consolidated statement of ~~the closing market price of the Company's stock declining from $10.82 on November 14, 2019 to $6.86 on December 31, 2019.~~operations.

Interest Income (expense), net

~~Interest~~ Other income (expense) for the years ended December 31, ~~2019~~2021 and December 31, ~~2018~~2020 was derived primarily from investment income earned from the Company's cash equivalents and ~~short-term investments.~~investments offset by interest expense and investment management fees incurred during the year. Investment income recorded from U.S. federal treasury notes was negligible during the year ended December 31, 2021 due to their insignificant yield rates.

Liquidity and Capital Resources

We require cash to fund our working capital needs, to purchase capital assets, to pay our lease obligations and other operating costs. The primary sources of our liquidity have historically included equity financings, government research grants and income earned on cash equivalents and short-term investments.

Since our inception, we have incurred significant expenses related to our research, development and commercialization efforts. With the exception of 2012, ~~when we recognized $38,885 of deferred revenue from a terminated joint venture,~~ we have recorded annual losses since the Company's initial founding, including our fiscal year ended December 31, ~~2019.~~2021. As of December 31, ~~2019,~~2021, we had an accumulated deficit of ~~$364,894.~~$386,131. Our total unrestricted cash, cash equivalents and short-term investments as of December 31, ~~2019,~~2021, totaled ~~$11,117~~$15,990 as compared to ~~$5,769~~$9,702 at December 31, ~~2018.~~2020. As of December 31, ~~2019,~~2021, we had no outstanding debt.

Our cash, cash equivalents and short-term investments at December 31, ~~2019,~~2021, were held for working capital purposes. As of December 31, ~~2019,~~2021, we had restricted cash of ~~$332,~~$264, which consisted of ~~$307~~$229 held in connection with the lease agreement for our Woburn, Massachusetts facility and ~~$25~~$35 held in connection with our corporate credit card program.

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 ~~limits,~~and concentration limits, and liquidity requirements. As of December 31, ~~2019,~~2021, we were in compliance with this policy.

Material Cash Requirements

We currently anticipate ~~$9,000 - $9,500 of~~net cash usage of $12,000 to $12,500 to fund operations during ~~2020~~2022, including our expanded research and development activities and our preparations for the future commercial launch of our Camelina products.

We require cash to fund our ~~operations~~working capital needs, to purchase capital assets, to pay our lease obligations and ~~to make capital purchases~~other operating costs. The primary sources of our liquidity have historically included equity financings, government research grants and income earned on cash equivalents and short-term investments.

We routinely enter into contractual commitments with third parties to support our ~~research.~~ 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 ~~November 2019,~~addition, we ~~closed on two concurrent securities offerings~~typically enter into annual premium funding arrangements through our insurance broker that ~~included a public offering and a private placement, raising $10,246, net of issuance costs of $1,254. In March 2019, we closed on a registered direct offering~~allows us to spread the payment of our ~~common stock raising $2.6 million, net~~directors and officers liability and other business insurance premiums over the terms of ~~offering costs. In addition, from January 1, 2020 through March 18, 2020,~~the policies.Our material commitments also include annual 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 ~~have received approximately $1.6 million~~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

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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.

The Company has no off-balance sheet arrangements as defined in ~~proceeds from investor exercises~~Item 303(b) of ~~warrants.~~ Regulation S-K of the Securities Exchange Act of 1934.

Going Concern

We ~~estimate that~~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 ~~including funds received from the completed warrant exercises,~~ will not be sufficient to fund our planned operations ~~and meet our obligations, when due, into~~for at least that period of time, which raises substantial doubt as to the ~~second quarter of 2021.~~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. ~~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 the Company's ability to continue as a going concern for one year after the date our financial statements are issued. The Company's~~Our ability to continue operations after ~~its~~our current cash resources are exhausted ~~depends on its~~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 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 ~~the Company~~us when needed, if at all. If ~~adequate~~ additional funds are not available when required, we ~~may~~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.

Fiscal Year 2021 Cash Usage

Net cash used in operating activities was ~~$8,654~~$9,253 during the year ended December 31, ~~2019,~~2021, compared to net cash used by operating activities during ~~2018~~2020 of ~~$8,754.~~$8,659. Net cash used by operations during the year ended December 31, ~~2019~~2021 primarily reflects the net loss of ~~$12,956 and lease~~$11,031, cash payments ~~and modifications~~ made to reduce the Company's lease liabilities of ~~$2,244, partially offset by non-cash expenses, including the Company's loss on issuance~~$457 and our payment of ~~securities~~2020 bonus compensation of ~~$13,018 representing the difference between the fair value~~$460 during early 2021. Non-cash charges offsetting a portion of the ~~liability classified warrants issued in the Company's November securities offering~~net loss include depreciation and ~~the proceeds received from the offering, an offsetting non-cash gain~~amortization expense of ~~$9,541 as a result of remeasuring the fair value of the warrants on December 31, 2019,~~$220, stock-based compensation expense of ~~$656, depreciation expense of $203,~~$1,675, our 401(k) stock matching contribution expense of ~~$98~~$112 and non-cash lease expense of ~~$1,625~~$358 resulting from amortization of our ~~leased~~ right-of-use assets. The net cash usage for operating activities during the year ended December 31, 2020 of $8,659 was primarily the result of the Company's net loss of $10,206, cash payments to reduce the Company's lease liabilities of $601 and our payment of 2019 bonus compensation of $344. Non-cash charges offsetting a portion of the net loss included depreciation and amortization expense of $182, a loss recorded from our revaluation of the Company's warrant liability of $957, forgiveness of our PPP Loan of $333, losses from the write-off of fixed assets of $206, stock-based compensation expense of $739, our 401(k) stock matching contribution expense of $109 and non-cash lease expense of $429.

Net cash of ~~$3,015~~$4,578 was used in investing activities during the year ended December 31, ~~2019,~~2021, compared to net cash used in investing activities during ~~2018~~2020 of ~~$2,788.~~$645. During the year ended December 31, ~~2019,~~2021, the Company purchased ~~$5,704~~$10,639 in short-term investments, ~~including~~primarily U.S. Treasury notes and federal agency bonds. Also during ~~2019, $2,750~~2021, $6,250 of our short-term investments matured and converted to cash. During the year ended December 31, 2020, we purchased $9,279 in similar short-term investments and investments totaling $8,700 matured and converted to cash.

Net cash of ~~$14,079~~$15,746 was provided by financing activities during the year ended December 31, ~~2019,~~2021, compared to net cash provided by financing activities of ~~$118~~$7,279 during the year ended December 31, ~~2018.~~2020. During ~~March~~the year ended December 31, 2021, the Company completed a public offering of 1,040,000 shares of its common stock at a price of $12.25 per share, receiving proceeds of $12,740 before issuance costs of $747. Also during 2021, a total of 481,973 Series A and

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Series B warrants issued in the Company's November 2019 securities offering were exercised by warrant holders, providing $3,856 in cash proceeds. During the year ended December 31, 2020, we completed a ~~registered direct~~public offering of ~~60,541~~951,835 shares of our common stock at ana public offering price of ~~$48.40~~$4.25 per share, ~~receiving cash~~for gross proceeds ~~from the transaction~~ of ~~$2,583, net of issuance costs of $349. During November 2019, we also closed on two concurrent securities offerings that included a~~$4,045. Concurrent with this public offering, ~~and~~we completed a separate private ~~placement.~~placement offering of 396,450 shares of our common stock to certain existing shareholders at the same $4.25 price as the public offering noted above. Gross proceeds from this private placement were $1,685. Issuance costs incurred for the ~~two~~concurrent offerings totaled ~~$11,500, before issuance costs of $1,254, that were recorded as an expense within other income (expense) in the Company's consolidated statement of operations for~~$425. During the year ended December 31, ~~2019. During the years ended December 31, 2019 and 2018, the Company paid taxes~~2020, we also recorded cash proceeds of ~~$4 and $6, respectively, related to our net settlement of employee~~

vested stock awards. These taxes include payment of minimum federal, state or Canadian provincial income tax withholdings associated with employee restricted stock units ("RSUs") that vested during each year. As RSUs vest, we withhold a number of shares with an aggregate fair market value equal to the minimum tax withholding amount$1,658 from the ~~common stock issuable at~~exercise of 207,296 warrants and we received cash proceeds of $333 from the ~~vest date.~~

~~Off-Balance Sheet Arrangements~~

~~As of December 31, 2019, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of~~forgiven PPP loan issued through the ~~SEC's Regulation S-K.~~

CARES Act.

Related Party Transactions

~~The~~During 1999, the Company ~~did not engage in any transactions during the years ended December 31, 2019 and December 31, 2018 that qualify as~~entered into a technology sublicense agreement with Tepha, a related party ~~transactions.~~

engaged in the development of medical products. Yield10 received 648,149 shares of Series A Convertible Preferred Stock of Tepha during 2002 as consideration for outstanding license payments due to Yield10 totaling $700. In July 2021, Tepha merged with Becton Dickinson and we received cash consideration of $700 in exchange for the surrender of our Tepha Shares.

Recent Accounting Standards Changes

For a discussion of recent accounting standards please read Note 2, Summary of Significant Accounting Policies, to our consolidated financial statements included in this report.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The consolidated financial statements and related financial statement schedules required to be filed are indexed on page F-1 and are incorporated herein.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Effectiveness of Disclosure Controls and Procedures

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, ~~2019~~2021 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.

Management's Annual Report on Internal Control over Financial Reporting

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

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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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2019.~~2021. In making this assessment, management used the criteria set forth in the ~~2013~~ 2017 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its assessment of internal control over financial reporting, management has concluded that, as of December 31, ~~2019,~~2021, our internal control over financial reporting was effective 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.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) of the Exchange Act that occurred during our last fiscal quarter in the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

~~Pursuant~~ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The response to ~~General Instruction G to Form 10-K, the information required for Part III, Items 10, 11, 12, 13 and 14,~~this item is incorporated ~~herein~~ by reference from the ~~Company's~~discussion responsive thereto under the captions “Directors and Executive Officers,” “Corporate Governance and Board Matters” and “Code of Business Conduct and Ethics” in our proxy statement for the ~~Annual Meeting~~2022 annual meeting of ~~Stockholders~~stockholders.

ITEM 11. EXECUTIVE COMPENSATION

The response to ~~be held on May 19, 2020, which~~this item is ~~expected~~incorporated by reference from the discussion responsive thereto under the captions “Executive Compensation,” “Director Compensation,” “Corporate Governance and Board Matters” and “Compensation Risk Assessment” in our proxy statement for the 2022 annual meeting of stockholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The response to ~~be filed not later than 120 days after~~this item is incorporated by reference from the ~~fiscal year end covered~~discussion responsive thereto under the captions “Security Ownership of Certain Beneficial Owners and Management,” “Securities Authorized for Issuance under Equity Compensation Plans” in our proxy statement for the 2022 annual meeting of stockholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Certain Relationships and Related Person Transactions,” “Corporate Governance and Board Matters” and “The Board of Directors and its Committees” in our proxy statement for the 2022 annual meeting of stockholders.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICE

The response to this ~~Form 10-K.~~item is incorporated by reference from the discussion responsive thereto under the caption “Independent Registered Public Accountants” in our proxy statement for the 2022 annual meeting of stockholders.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)The following documents are filed as part of this Report:

(1)Financial Statements

See Index to Financial Statements on page F-1.

(2)Supplemental Schedules

All schedules have been omitted because the required information is not present in amounts sufficient to require submission of the schedule, or because the required information is included in the consolidated financial statements or notes thereto.

(3)Exhibits

See Item 15(b) below.

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(b)The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K:

Exhibit
Number

Exhibit Description

Filed Herewith

Incorporated by Reference herein from Form or Schedule

Filing Date

SEC File/ Reg. Number

2.1

Asset Purchase Agreement between Metabolix, Inc. and CJ Research Center LLC, dated September 16, 2016.

Form 8-K (Exhibit 2.1)

9/21/2016

001-33133

3.1.1

Amended and Restated Certificate of Incorporation, as amended, of the Registrant.

Form 10-Q (Exhibit 3.1)

8/9/2018

001-33133

3.1.2

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.

Form 8-K (Exhibit 3.1)

1/15/2020

001-33133

3.1.3

Certificate of Designation of Preferences, Rights and Limitations with respect to the Series A Preferred Stock.

Form 8-K (Exhibit 3.1)

11/20/2019

001-33133

3.1.4

Certificate of Designation of Preferences, Rights and Limitations with respect to the Series B Preferred Stock.

Form 8-K (Exhibit 3.2)

11/20/2019

001-33133

3.2

Amended and Restated By-laws of the Registrant.

Form 10-Q (Exhibit 3.1)

11/10/2021

001-33133

4.1

Description of Securities of the Registrant.

Form 10-K (Exhibit 4.1)

3/25/2020

001-33133

4.2

Specimen Stock Certificate for shares of the Registrant's Common Stock.

Form 10-Q (Exhibit 4.1)

11/12/2020

001-33133

4.3

Form of Investor Warrant to Purchase Common Stock.

Form 8-K (Exhibit 4.1)

7/5/2017

001-33133

4.4

Form of Series A Common Warrant to purchase shares of Common Stock.

Form S-1/A (Exhibit 4.3)

12/15/2017

333-221283

4.5

Form of Common Stock Purchase Warrant.

Form 8-K (Exhibit 4.1)

11/20/2019

001-33133

10.1†

2006 Stock Option and Incentive Plan.

Form S-1/A (Exhibit 10.3)

10/20/2006

333-135760

10.1.1†

2006 Stock Option and Incentive Plan, Form of Incentive Stock Option Agreement.

Form S-1/A (Exhibit 10.3.1)

10/20/2006

333-135760

10.1.2†

2006 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Agreement.

Form S-1/A (Exhibit 10.3.2)

10/20/2006

333-135760

10.1.3†

2006 Stock Option and Incentive Plan, Form of Director Non-Qualified Stock Option Agreement.

Form S-1/A (Exhibit 10.3.3)

10/20/2006

333-135760

10.2†

2014 Stock Option and Incentive Plan, Revised and Restated.

Form 10-Q (Exhibit 10.1)

8/13/2015

001-33133

10.2.1†

2014 Stock Option and Incentive Plan, Form of Incentive Stock Option Award.

Form 10-K (Exhibit 10.3.1)

3/25/2015

001-33133

10.2.2†

2014 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Award.

Form 10-K (Exhibit 10.3.2)

3/25/2015

001-33133

10.2.3†

2014 Stock Option and Incentive Plan, Form of Restricted Stock Unit Award.

Form 10-K (Exhibit 10.3.3)

3/25/2015

001-33133

10.3†

Amended and Restated 2018 Stock Option and Incentive Plan.

Form 10-Q (Exhibit 10.1)

8/11/2021

001-33133

10.3.1†

Amended and Restated 2018 Stock Option and Incentive Plan, Form of Stock Option Agreement.

Form 10-K (Exhibit 10.2.5)

3/28/2019

001-33133

10.3.2†

2018 Stock Option and Incentive Plan, Form of Restricted Stock Unit Agreement.

Form 10-K (Exhibit 10.2.6)

3/25/2020

001-33133

Exhibit
Number
Description
2.1
(11) Purchase Agreement between Metabolix, Inc. and CJ Research Center LLC, dated September 16, 2016.
3.1.1
(16) Amended and Restated Certificate of Incorporation, as amended, of the Registrant.
3.1.2
(20) Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.
3.1.3
(19) Certificate of Designation of Preferences, Rights and Limitations with respect to the Series A Preferred Stock.
3.1.4
(19) Certificate of Designation of Preferences, Rights and Limitations with respect to the Series B Preferred Stock.
3.2
(12) Amended and Restated By-laws of the Registrant.
4.1
* Description of Securities of the Registrant.
4.1.2
(1) Specimen Stock Certificate for shares of the Registrant's Common Stock.
4.1.5
(14) Form of Investor Warrant to Purchase Common Stock.
4.6
(15) Form of Series A Common Warrant to purchase shares of Common Stock.
4.7
(19) Form of Common Stock Purchase Warrant.
10.1
†(1) 2006 Stock Option and Incentive Plan.
10.1.1
†(1) 2006 Stock Option and Incentive Plan, Form of Incentive Stock Option Agreement.

10.1.2
†(1) 2006 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Agreement.
10.1.3
†(1) 2006 Stock Option and Incentive Plan, Form of Director Non-Qualified Stock Option Agreement.
10.2
†(6) 2014 Stock Option and Incentive Plan, Revised and Restated.
10.2.1
†(7) 2014 Stock Option and Incentive Plan, Form of Incentive Stock Option Award.
10.2.2
†(7) 2014 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Award.
10.2.3
†(7) 2014 Stock Option and Incentive Plan, Form of Restricted Stock Unit Award.
10.2.4
†(16) 2018 Stock Option and Incentive Plan.
10.2.5
†(17) 2018 Stock Option and Incentive Plan, Form of Stock Option Agreement.
10.2.6
†* 2018 Stock Option and Incentive Plan, Form of Restricted Stock Unit Agreement.
10.3
†(13) Employment Agreement between the Company and Oliver P. Peoples dated March 28, 2017.
10.4
†(13) Employment Agreement between the Company and Charles B. Haaser dated March 28, 2017.
10.5
†(13) Employment Agreement between the Company and Lynne H. Brum dated March 28, 2017.
10.6
†(13) Employment Agreement between the Company and Kristi Snell dated March 28, 2017.
10.7
†(13) Noncompetition, Confidentiality and Inventions Agreement between the Company and each of Oliver Peoples, Charles Haaser, Lynne H. Brum and Kristi Snell, dated March 28, 2017.
10.8
†(1) Form of Indemnification Agreement between the Registrant and its Directors and Officers.
10.9
†(5) Non-Qualified Stock Option Agreement between the Company and Joseph Shaulson dated December 19, 2013.
10.10
†(5) Restricted Stock Unit Award Agreement between the Registrant and Joseph Shaulson dated March 24, 2014.
10.11
(2) Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated March 30, 2007.
10.11.1
(3) First Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated February 29, 2012.
10.11.2
(4) Second Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated October 24, 2013.
10.12
(8) Standstill Agreement dated June 19, 2015 between the Company and Jack W. Schuler, Renate Schuler and the Schuler Family Foundation.
10.13
(10) Lease Agreement between the Company and ARE MA Region No. 20, LLC dated January 20, 2016 for the premises located at 19 Presidential Way, Woburn, MA.
10.14
@(13) Exclusive License Agreement, dated as of June 30, 2015, between the Company and the University of Massachusetts.
10.15
(13) Sublease between CJ Research Center LLC and the Company, dated as of September 16, 2016.

10.16
(14) Form of Securities Purchase Agreement dated July 3, 2017 between the Company and the Purchasers named therein.
10.17
@(16) Exclusive License Agreement, dated May 17, 2018, between the Company and the University of Missouri.
10.18
(18) Form of Securities Purchase Agreement dated March 14, 2019 between the Company and the Investors named therein.
10.19
(19) Securities Purchase Agreement, dated as of November 14, 2019, by and between Yield10 Bioscience, Inc. and the Investors listed on Schedule I thereto.
14.1
(17) Yield10 Bioscience, Inc. Code of Business Conduct and Ethics.
21.1
(17) Subsidiaries of the Registrant.
23.1
* Consent of RSM US LLP, an independent registered public accounting firm.
31.1
* Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
31.2
* Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.
32.1
* Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.1 * The following financial information from the Yield10 Bioscience, Inc. Annual Report on Form 10-K for the year ended December 31, 2019 formatted in XBRL; (i) Consolidated Balance Sheets, December 31, 2019 and December 31, 2018; (ii) Consolidated Statements of Operations, Years Ended December 31, 2019 and 2018; (iii) Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2019 and 2018; (iv) Consolidated Statements of Cash Flows, Years Ended December 31, 2019 and 2018; (v) Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2019 and 2018; and (vi) Notes to Consolidated Financial Statements.
101.INS * XBRL Instance Document.
101.SCH * XBRL Taxonomy Extension Schema.
101.CAL * XBRL Taxonomy Extension Calculation Linkbase.
101.DEF * XBRL Taxonomy Extension Definition Linkbase.
101.LAB * XBRL Taxonomy Extension Label Linkbase.
101.PRE * XBRL Taxonomy Extension Presentation Linkbase.

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10.4†

Employment Agreement between the Company and Oliver P. Peoples dated March 28, 2017.

Form 10-K (Exhibit 10.3)

3/30/2017

001-33133

10.5†

Employment Agreement between the Company and Charles B. Haaser dated March 28, 2017.

Form 10-K (Exhibit 10.4)

3/30/2017

001-33133

10.6†

Employment Agreement between the Company and Lynne H. Brum dated March 28, 2017.

Form 10-K (Exhibit 10.6)

3/30/2017

001-33133

10.7†

Employment Agreement between the Company and Kristi Snell dated March 28, 2017.

Form 10-K (Exhibit 10.8)

3/30/2017

001-33133

10.8†

Form of Employee Noncompetition, Confidentiality and Inventions Agreement between the Company and its Employee.

Form 10-K (Exhibit 10.9)

3/30/2017

001-33133

10.9†

Form of Indemnification Agreement between the Registrant and its Directors and Officers.

Form S/1/A (Exhibit 10.14)

10/20/2006

333-135760

10.10

Standstill Agreement dated June 19, 2015 between the Company and Jack W. Schuler, Renate Schuler and the Schuler Family Foundation.

Form 8-K (Exhibit 10.1)

6/17/2015

001-33133

10.11

Lease Agreement between the Company and ARE MA Region No. 20, LLC dated January 20, 2016 for the premises located at 19 Presidential Way, Woburn, MA.

Form 8-K (Exhibit 10.1)

1/26/2016

001-33133

10.12@

Exclusive License Agreement, dated as of June 30, 2015, between the Company and the University of Massachusetts.

Form 10-K (Exhibit 10.19)

3/30/2017

001-33133

10.13

Sublease between CJ Research Center LLC and the Company, dated as of September 16, 2016.

Form 10-K (Exhibit 10.20)

3/30/2017

001-33133

10.14

Form of Securities Purchase Agreement dated July 3, 2017 between the Company and the Purchasers named therein.

Form 8-K (Exhibit 10.1)

7/5/2017

001-33133

10.15@

Exclusive License Agreement, dated May 17, 2018, between the Company and the University of Missouri.

Form 10-Q (Exhibit 10.2)

8/9/2018

001-33133

10.16

Form of Securities Purchase Agreement dated March 14, 2019 between the Company and the Investors named therein.

Form 8-K (Exhibit 10.1)

3/15/2019

001-33133

10.17

Securities Purchase Agreement, dated as of November 14, 2019, by and between Yield10 Bioscience, Inc. and the Investors listed on Schedule I thereto.

Form 8-K (Exhibit 10.1)

11/20/2019

001-33133

10.18

Securities Purchase Agreement, dated as of August 22, 2020, by and between Yield10 Bioscience, Inc. and the Investors listed on Schedule I thereto.

Form 8-K (Exhibit 10.1)

8/25/2020

001-33133

14.1

Yield10 Bioscience, Inc. Code of Business Conduct and Ethics.

Form 10-K (Exhibit 14.1)

3/28/2019

001-33133

21.1

Subsidiaries of the Registrant.

Form 10-K (Exhibit 21.1)

3/16/2021

001-33133

23.1

Consent of RSM US LLP, an independent registered public accounting firm.

31.1

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

31.2

Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934.

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101.1

The following financial information from the Yield10 Bioscience, Inc. Annual Report on Form 10-K for the year ended December 31, 2021 formatted in XBRL; (i) Consolidated Balance Sheets, December 31, 2021 and December 31, 2020; (ii) Consolidated Statements of Operations, Years Ended December 31, 2021 and 2020; (iii) Consolidated Statements of Comprehensive Income (Loss), Years Ended December 31, 2021 and 2020; (iv) Consolidated Statements of Cash Flows, Years Ended December 31, 2021 and 2020; (v) Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2021 and 2020; and (vi) Notes to Consolidated Financial Statements.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase.

101.DEF

XBRL Taxonomy Extension Definition Linkbase.

101.LAB

XBRL Taxonomy Extension Label Linkbase.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase.


†		~~Indicates a management~~Management contract or ~~any~~ compensatory plan ~~contract~~ or arrangement.
*@		~~Filed herewith~~
@	~~Confidential treatment has been granted for certain~~Certain confidential portions of this ~~document.~~
~~(1)~~	~~Incorporated~~Exhibit were omitted by ~~reference herein to~~means of marking such portions with brackets ("[***]") because the ~~exhibits to the Company's Registration Statement on Form S-1/A filed on September 21, 2006 (File No. 333-135760)~~
~~(2)~~	~~Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 001-33133)~~
~~(3)~~	~~Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 (File No. 001-33133)~~
~~(4)~~	~~Incorporated by reference herein to the exhibits to the Company's 2013 Annual Report on Form 10-K filed March 28, 2014 (File No. 001-33133)~~
~~(5)~~	~~Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 (File No. 001-33133)~~
~~(6)~~	~~Incorporated herein by reference herein to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 001-33133)~~
~~(7)~~	~~Incorporated by reference herein to the exhibits to the Company's 2014 Annual Report on Form 10-K filed March 25, 2015 (File No. 001-33133)~~
~~(8)~~	~~Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on June 17, 2015 (File No. 001-33133)~~
~~(9)~~	~~Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on October 7, 2015 (File No. 001-33133)~~
~~(10)~~	~~Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on January 26, 2016 (File No. 001-33133)~~
~~(11)~~	~~Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on September 21, 2016 (File No. 001-33133)~~
~~(12)~~	~~Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on January 6, 2017 (File No. 001-33133)~~
~~(13)~~	~~Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed March 30, 2017 (File No. 001-33133)~~
~~(14)~~	~~Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on July 5, 2017 (File No. 001-33133)~~
~~(15)~~	~~Incorporated by reference herein to the exhibits to the Company's Registration Statement on Form S-1/A filed December 15, 2017 (File No. 333-221283)~~
~~(16)~~	~~Incorporated by reference herein to the exhibits to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-33133)~~
~~(17)~~	~~Incorporated by reference herein to the exhibits to the Company's Annual Report on Form 10-K filed March 28, 2019 (File No. 001-33133)~~
~~(18)~~	~~Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on March 15, 2019 (File No. 001-33133)~~
~~(19)~~	~~Incorporated by reference herein to the exhibits to the Company’s Report on Form 8-K filed on November 20, 2019 (File No. 001-33133)~~
~~(20)~~	~~Incorporated by reference herein to the exhibits to the Company's Report on Form 8-K filed on January 15, 2020 (File No. 001-33133)~~identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

Table of Contents

ITEM 16. FORM 10-K SUMMARY

~~Registrants may voluntarily include a summary of information required by Form 10-K under this Item 16. We have elected not to include such summary.~~Not applicable.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

YIELD10 BIOSCIENCE, INC.

March ~~24, 2020~~25, 2022

By:

/s/ OLIVER P. PEOPLES

Oliver P. Peoples, Ph.D.

President and Chief Executive Officer

(Principal Executive Officer)

POWER OF ATTORNEY

We, the undersigned directors and officers of Yield10 Bioscience, Inc., hereby severally constitute and appoint Oliver P. Peoples, Charles B. Haaser, and Lynne H. Brum, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, this Annual Report on Form 10-K, and any and all amendments to said Annual Report, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of us might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.

Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name

Title

Date

~~Name~~

~~Title~~

~~Date~~

/s/ OLIVER P. PEOPLES

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

March ~~24, 2020~~25, 2022

Oliver P. Peoples, Ph.D.

/s/ CHARLES B. HAASER

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

March ~~24, 2020~~25, 2022

Charles B. Haaser

/s/ SHERRI M. BROWN

Director

March ~~24, 2020~~25, 2022

Sherri M. Brown

/s/ RICHARD W. HAMILTON

Director

March ~~24, 2020~~25, 2022

Richard W. Hamilton, Ph.D.

~~/s/ JOSEPH SHAULSON~~

~~Director~~

~~March 24, 2020~~

~~Joseph Shaulson~~

/s/ ANTHONY J. SINSKEY

Director

March ~~24, 2020~~25, 2022

Anthony J. Sinskey, Sc.D.

/s/ ROBERT L. VAN NOSTRAND

Chairman

March ~~24, 2020~~25, 2022

Robert L. Van Nostrand

Table of Contents

YIELD10 BIOSCIENCE, INC.

Index to Consolidated Financial Statements

F- 1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the ~~Shareholders~~Stockholders and the Board of Directors of Yield10 Bioscience, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Yield10 Bioscience, Inc. and its subsidiaries (the Company) as of December 31, ~~2019~~2021 and ~~2018,~~2020, the related consolidated statements of operations, comprehensive loss, ~~series B convertible preferred stock and~~ stockholders' ~~(deficit)~~ equity and cash flows for each of the years 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, ~~2019~~2021 and ~~2018,~~2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Emphasis of Matter-Going Concern

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. This raises substantial doubt about the Company's 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.

Basis of Opinion

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 audits. 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 audits 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 audits 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.

Our audits 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 audits 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 audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were 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. We determined that there are no critical audit matters.

/s/ RSM US LLP

We have served as the Company's auditor since 2017.

Boston, Massachusetts

March ~~24, 2020~~25, 2022

F- 2

Table of Contents

YIELD10 BIOSCIENCE, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)


	December 31, 2021		December 31, 2020
Assets
Current Assets:
Cash and cash equivalents	$	5,329	$	3,423
Short-term investments	10,661		6,279
Accounts receivable	164		86
Unbilled receivables	34		27
Prepaid expenses and other current assets	436		527
Total current assets	16,624		10,342
Restricted cash	264		264
Property and equipment, net	890		921
Right-of-use assets	2,354		2,712
Other assets	283		283
Total assets	$	20,415	$	14,522

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable	$	83	$	60
Accrued expenses	1,136		1,297
Lease liabilities	514		457
Total current liabilities	1,733		1,814
Lease liabilities, net of current portion	2,649		3,163
Other liabilities	7		13
Total liabilities	4,389		4,990
Commitments and contingencies (Note 7)	0		0
Stockholders' Equity:
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, 2021 and 2020, and 4,881,851 and 3,334,048 shares issued and outstanding at December 31, 2021 and 2020, respectively	49		33
Additional paid-in capital	402,283		384,758
Accumulated other comprehensive loss	(175)		(159)
Accumulated deficit	(386,131)		(375,100)
Total stockholders' equity	16,026		9,532
Total liabilities and stockholders' equity	$	20,415	$	14,522

December 31,
2019 December 31,
2018
Assets
Current Assets:
Cash and cash equivalents $ 5,417
$ 3,023
Short-term investments 5,700
2,746
Accounts receivable 72
94
Unbilled receivables 20
66
Prepaid expenses and other current assets 475
448
Total current assets 11,684
6,377
Restricted cash 332
332
Property and equipment, net 1,243
1,385
Right-of-use assets 3,141
4,766
Other assets 318
100
Total assets $ 16,718
$ 12,960

Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity
Current Liabilities:
Accounts payable $ 279
$ 117
Accrued expenses 1,326
680
Lease liabilities 602
844
Total current liabilities 2,207
1,641
Lease liabilities, net of current portion 3,619
5,621
Warrant liability (Note 9) 14,977
—
Total liabilities 20,803
7,262
Commitments and contingencies (Note 7)

Series B Convertible Preferred Stock ($0.01 par value per share); 5,750 and 0 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively (Note 9) —
—
Stockholders' (Deficit) Equity:
Series A Convertible Preferred Stock ($0.01 par value per share); 796 and 0 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively —
—
Common stock ($0.01 par value per share); 60,000,000 shares authorized at December 31, 2019 and 2018, respectively, and 933,423 and 250,631 shares issued and outstanding at December 31, 2019 and 2018, respectively 9
3
Additional paid-in capital 360,926
357,743
Accumulated other comprehensive loss (126 ) (110 )
Accumulated deficit (364,894 ) (351,938 )
Total stockholders' (deficit) equity (4,085 ) 5,698
Total liabilities, convertible preferred stock and stockholders' (deficit) equity $ 16,718
$ 12,960

The accompanying notes are an integral part of these consolidated financial statements.

F- 3

Table of Contents

YIELD10 BIOSCIENCE, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share amounts)


	Years Ended December 31,
	2021		2020
Revenue:
Grant revenue	$	614	$	799


Total revenue	614		799
Expenses:
Research and development	6,201		5,361
General and administrative	6,105		5,047
Total expenses	12,306		10,408
Loss from operations	(11,692)		(9,609)
Other income (expense):
Gain on investment in related party	700		—
Change in fair value of warrants	—		(957)
Loan forgiveness income	—		333
Other income (expense), net	(3)		83
Total other income (expense)	697		(541)
Loss from operations before income taxes	(10,995)		(10,150)
Income tax provision	(36)		(56)
Net loss	$	(11,031)	$	(10,206)






Basic and diluted net loss per share	$	(2.33)	$	(4.30)







Number of shares used in per share calculations:
Basic and diluted	4,731,833		2,373,265

Years Ended December 31,
2019 2018
Revenue:
Grant revenue $ 806
$ 556
Total revenue 806
556
Expenses:
Research and development 4,848
4,783
General and administrative 4,554
5,092
Total expenses 9,402
9,875
Loss from operations (8,596 )
(9,319 )
Other income (expense):
Loss on issuance of securities (Note 9) (13,018 ) —
Offering costs (Note 9) (1,254 ) —
Change in fair value of warrants (Note 9) 9,541
—
Interest income 96
158
Other income (expense), net 21
(24 )
Total other income (expense) (4,614 ) 134
Net loss from operations before income tax benefit (13,210 ) (9,185 )
Income tax benefit 254
—
Net loss $ (12,956 ) $ (9,185 )

Basic and diluted net loss per share $ (35.50 ) $ (36.99 )
Number of shares used in per share calculations:
Basic & diluted 364,967
248,312

The accompanying notes are an integral part of these consolidated financial statements.

F- 4

Table of Contents

YIELD10 BIOSCIENCE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)


	Years Ended December 31,
	2021		2020
Net loss	$	(11,031)	$	(10,206)
Other comprehensive loss:
Change in unrealized loss on investments, net of income tax	(8)		—
Change in foreign currency translation adjustment, net of income tax	(8)		(33)
Total other comprehensive loss	(16)		(33)
Comprehensive loss	$	(11,047)	$	(10,239)

Years Ended December 31,
2019 2018
Net loss $ (12,956 ) $ (9,185 )
Other comprehensive income (loss):

Change in foreign currency translation adjustment (16 ) (25 )
Total other comprehensive loss (16 ) (25 )
Comprehensive loss $ (12,972 ) $ (9,210 )

The accompanying notes are an integral part of these consolidated financial statements.

F- 5

YIELD10 BIOSCIENCE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Years Ended December 31,
	2021		2020
Cash flows from operating activities
Net loss	$	(11,031)	$	(10,206)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	220		182
Change in fair value of warrants	—		957
Loan forgiveness income	—		(333)
Loss on disposal of fixed assets	—		206
Expense for 401(k) company common stock match	112		109
Stock-based compensation	1,675		739
Noncash lease expense	358		429
Deferred tax asset	35		56


Changes in operating assets and liabilities:
Accounts receivable	(78)		(14)

Unbilled receivables	(7)		(7)

Prepaid expenses and other assets	63		(69)
Accounts payable	23		(219)
Accrued expenses	(160)		99
Other liabilities	(6)		13
Lease liabilities	(457)		(601)



Net cash used in operating activities	(9,253)		(8,659)

Cash flows from investing activities
Purchase of property and equipment	(189)		(76)
Proceeds from sale of property and equipment	—		10

Purchase of investments	(10,639)		(9,279)
Proceeds from sale and maturity of short-term investments	6,250		8,700
Net cash used in investing activities	(4,578)		(645)




Cash flows from financing activities
Proceeds from warrants exercised	3,856		1,658
Proceeds from PPP loan	—		333
Proceeds from securities offerings, net of issuance costs	11,993		5,305
Taxes paid on employees' behalf related to vesting of stock awards	(103)		(17)
Net cash provided in financing activities	15,746		7,279

Effect of exchange rate changes on cash, cash equivalents and restricted cash	(9)		(37)
Net increase (decrease) in cash, cash equivalents and restricted cash	1,906		(2,062)
Cash, cash equivalents and restricted cash at beginning of year	3,687		5,749
Cash, cash equivalents and restricted cash at end of year	$	5,593	$	3,687

Supplemental Cash Flow Disclosure:
Interest paid	$	9	$	8

Years Ended December 31,
2019 2018
Cash flows from operating activities
Net loss $ (12,956 ) $ (9,185 )
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation 203
196
Loss on issuance of securities 13,018
—
Change in fair value of warrants (9,541 ) —
Expense for 401(k) company common stock match 98
102
Stock-based compensation 656
1,181
Noncash lease expense 1,625
588
Deferred tax provision (254 ) —
Changes in operating assets and liabilities:
Accounts receivable 22
(40 )
Unbilled receivables 46
(1 )
Prepaid expenses and other assets 9
(128 )
Accounts payable 162
41
Accrued expenses 502
(1,072 )
Lease liabilities (2,244 ) (436 )
Net cash used in operating activities (8,654 ) (8,754 )

Cash flows from investing activities
Purchase of property and equipment (61 ) (42 )
Purchase of investments (5,704 ) (11,496 )
Proceeds from sale and maturity of short-term investments 2,750
8,750
Net cash used by investing activities (3,015 ) (2,788 )

Cash flows from financing activities
Proceeds from warrants exercised —
124
Proceeds from securities offerings, net of issuance costs 14,083
—
Taxes paid on employees' behalf related to vesting of stock awards (4 ) (6 )
Net cash provided by financing activities 14,079
118

Effect of exchange rate changes on cash, cash equivalents and restricted cash (16 ) (25 )
Net increase (decrease) in cash, cash equivalents and restricted cash 2,394
(11,449 )
Cash, cash equivalents and restricted cash at beginning of period 3,355
14,804
Cash, cash equivalents and restricted cash at end of period $ 5,749
$ 3,355

Supplemental Cash Flow Disclosure:
Interest paid $ 7
$ 19

Supplemental Disclosure of Non-cash Information:
Right-of-use assets acquired in exchange for lease liabilities $ —
$ 194

The accompanying notes are an integral part of these consolidated financial statements

F- 6

Table of Contents

YIELD10 BIOSCIENCE, INC.

CONSOLIDATED STATEMENTS OF ~~SERIES B~~ CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' ~~(DEFICIT)~~ EQUITY

(In thousands, except share amounts)


	Series B Convertible			Series A Convertible
	Preferred Stock			Preferred Stock			Common Stock
	Shares	Par Value		Shares	Par Value		Shares	Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders' Equity
Balance, December 31, 2019	5,750	$	—	796	$	—	933,423	$	9	$	360,926	$	(126)	$	(364,894)	$	(4,085)
Stock-based compensation expense	—	—		—	—		—	—		864		—		—		864
Issuance of common stock for 401(k) match	—	—		—	—		20,788	—		112		—		—		112
Issuance of common stock upon vesting of restricted stock units	—	—		—	—		6,006	—		—		—		—		—
Taxes paid on employees' behalf related to vesting of stock awards	—	—		—	—		—	—		(17)		—		—		(17)
Issuance of common stock for warrant exercises	—	—		—	—		207,296	2		1,656		—		—		1,658
Issuance of common stock upon conversion of Series A Convertible Preferred Stock	—	—		(796)	—		99,500	2		(2)		—		—		—
Issuance of common stock upon conversion of Series B Convertible Preferred Stock	(5,750)	—		—	—		718,750	7		(7)		—		—		—
Reclassification of warrant liability to equity	—	—		—	—		—	—		15,934		—		—		15,934
Issuance of common stock for private and public offerings, net of offering costs of $425	—	—		—	—		1,348,285	13		5,292		—		—		5,305
Effect of foreign currency translation	—	—		—	—		—	—		—		(33)		—		(33)
Net loss	—	—		—	—		—	—		—		—		(10,206)		(10,206)
Balance, December 31, 2020	—	$	—	—	$	—	3,334,048	$	33	$	384,758	$	(159)	$	(375,100)	$	9,532

Stock-based compensation expense	—	—		—	—		—	—		1,685		—		—		1,685
Issuance of common stock for 401(k) match	—	—		—	—		13,611	—		109		—		—		109
Issuance of common stock upon vesting of restricted stock units	—	—		—	—		12,219	—		—		—		—		—
Taxes paid on employees' behalf related to vesting of stock awards	—	—		—	—		—	—		(102)		—		—		(102)
Issuance of common stock for warrant exercises	—	—		—	—		481,973	5		3,851		—		—		3,856
Issuance of common stock in connection with public stock offering, net of offering costs of $747	—	—		—	—		1,040,000	11		11,982		—		—		11,993
Effect of foreign currency translation and unrealized loss on investments	—	—		—	—		—	—		—		(16)		—		(16)
Net loss	—	—		—	—		—	—		—		—		(11,031)		(11,031)
Balance, December 31, 2021	—	$	—	—	$	—	4,881,851	$	49	$	402,283	$	(175)	$	(386,131)	$	16,026

Series B Convertible Series A Convertible
Preferred Stock Preferred Stock Common Stock
Shares Par Value Shares Par Value Shares Par Value Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' (Deficit) Equity
Balance, December 31, 2017 —
$ —
1,826
$ 818
227,219
$ 2
$ 355,520
$ (85 ) $ (342,753 ) $ 13,502
Non-cash stock-based compensation expense —
—
—
—
—
—
1,181
—
—
1,181
Issuance of common stock for 401(k) match —
—
—
—
1,638
—
107
—
—
107
Issuance of stock for restricted stock unit vesting, net of 65 shares withheld for employee taxes —
—
—
—
110
—
(6 ) —
—
(6 )
Issuance of common stock upon conversion of Series A Convertible Preferred Stock —
—
(1,826 ) (818 ) 20,287
1
817
—
—
—
Issuance of common stock upon exercise of Class B Warrants —
—
—
—
1,377
—
124
—
—
124
Effect of foreign currency translation —
—
—
—
—
—
—
(25 ) —
(25 )
Net loss —
—
—
—
—
—
—
—
(9,185 ) (9,185 )
Balance, December 31, 2018 —
$ —
—
$ —
250,631
$ 3
$ 357,743
$ (110 ) $ (351,938 ) $ 5,698
Non-cash stock-based compensation expense —
—
—
—
—
—
521
—
—
521
Issuance of common stock for 401(k) match —
—
—
—
2,885
—
89
—
—
89
Issuance of stock for restricted stock unit vesting, net of 55 shares withheld for employee taxes —
—
—
—
116
—
(4 ) —
—
(4 )
Issuance of common stock for registered direct offering, net of $349 offering costs —
—
—
—
60,541
—
2,583
—
—
2,583
Issuance of common and preferred stock in connection with public offering —
—
2,504
—
405,750
4
(4 ) —
—
—
Issuance of preferred stock in connection with private offering 5,750
—
—
—
—
—
—
—
—
—
Issuance of common stock upon conversion of Series A Convertible Preferred Stock —
—
(1,708 ) —
213,500
2
(2 ) —
—
—
Effect of foreign currency translation —
—
—
—
—
—
—
(16 ) —
(16 )
Net loss —
—
—
—
—
—
—
—
(12,956 ) (12,956 )
Balance, December 31, 2019 5,750
$ —
796
$ —
933,423
$ 9
$ 360,926
$ (126 ) $ (364,894 ) $ (4,085 )

The accompanying notes are an integral part of these consolidated financial statements

F- 7

Table of Contents

YIELD10 BIOSCIENCE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except for share and per share amounts)

1. Nature of Business and Basis of Presentation

Yield10 Bioscience, Inc. ("Yield10" or the "Company") is an agricultural bioscience company that ~~uses~~is developing the oilseed Camelina sativa ("Camelina") as a platform crop for large scale production of low carbon sustainable seed products to address 1) petroleum replacement markets: Camelina oil for use as a biofuel feedstock and PHA Bioplastics produced in Camelina seed for use as a biodegradable bioplastic; and 2) food and nutrition markets: omega-3 (DHA+EPA) oils produced in Camelina seed for aquaculture and nutraceuticals; and protein meal for animal feed markets. The commercial plan is based on developing and releasing a series of proprietary elite Camelina seed varieties incorporating genetic traits from the Company's development pipeline which offer improved on-farm performance that will lead to increased acreage and seed product revenue. Yield10 also plans to create additional value for its ~~"Trait Factory"~~shareholders by licensing yield and seed oil traits from the ~~Camelina oilseed “Fast Field Testing” system~~Company's pipeline to ~~develop high value~~large seed ~~traits~~companies for ~~the agriculture and~~commercialization in major food ~~industries. The Company's goal is to efficiently develop superior gene traits for the major~~ crops, including corn, soybean ~~canola,~~ and ~~other crops to enable step-change increases~~canola. Yield10 is headquartered in ~~crop yield~~Woburn, Massachusetts and has an Oilseed Center of ~~at least 10-20 percent. The “Trait Factory” encompasses discovery of gene targets using the GRAIN (“~~G~~ene~~ R~~anking~~ A~~rtificial~~ I~~ntelligence~~ N~~etwork”) big data mining platform, deployment of trait gene targets~~Excellence in the oilseed Camelina and generation of field performance data. The “Trait Factory” enables two complementary commercial opportunities with different paths to market. The first is trait licensing to the major seed companies for corn, soybean, canola and other crops. Data from the Company's trait field testing in Camelina has enabled Yield10 to establish research license agreements with leading seed companies including Bayer, Forage Genetics and Simplot. These companies are progressing the development of Yield10 traits in soybean, forage sorghum, and potato, respectively. The second is to improve the performance and value of Camelina as a platform to develop a commercial crop product business producing nutritional oils and PHA biomaterials. Using this approach, Yield10 can leverage the resources of the major seed companies to efficiently develop superior gene traits for the major crops and focus internal resources on trait gene discovery and the commercial development of Camelina products.Saskatoon, Saskatchewan, Canada.

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, ~~2019.~~

2021. During the year ended December 31, ~~2019,~~2021, the Company was successful in raising ~~adequate~~ capital to fund its operations, ending the year with unrestricted cash, cash equivalents and short-term investments of $11,117. In March 2019, the Company closed on a registered direct offering of its common stock, raising $2,582, net of offering costs, and in November 2019, the Company closed on concurrent public and private offerings of its securities, raising an additional $10,246, net of offering costs. Through March 20, 2020, Yield10 received a further $1,638 million in cash from the exercise of 204,796 investor warrants issued in the November 2019 offering. $15,990.

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 ~~government~~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. ifIf 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 ~~its~~the Company's operations and pursue options for liquidating its remaining assets, including intellectual property and equipment. Based on its current cash forecast, ~~including funds received after year-end from the exercise of warrants,~~ management has determined that the Company's present capital resources will not be sufficient to fund its planned operations ~~into~~for at least one year from when these consolidated financial statements are available to be issued, which raises substantial doubt as to the ~~second quarter of 2021.~~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

~~YIELD10 BIOSCIENCE, INC.~~

~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS~~

~~(In thousands, except for share and per share amounts)~~

necessary to relinquish valuable rights to its potential products or proprietary technologies or grant licenses on terms that are not favorable to the Company.

On January 30, 2020, the World Health Organization ("WHO") announced a global health emergency because of a new strain of coronavirus originating in Wuhan, China ("COVID-19") and the risks to the international community as the virus spreads globally beyond its point of origin. In March 2020, the WHO classified COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The full impact of the COVID-19 pandemic continues to evolve as of the

F- 8

Table of Contents

YIELD10 BIOSCIENCE, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except for share and per share amounts)

date of this report. As such, the full magnitude that the pandemic will have on the Company's financial condition, liquidity and future results of operations is uncertain. While management currently expects the impact of COVID-19 to be temporary, there is uncertainty around the duration and its broader impact on the economy and therefore the effects it will have on Yield10's financial condition, liquidity, operations, suppliers, industry, and workforce in future periods.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements ~~have been~~are presented in U.S. dollars and are prepared in accordance with accounting standards set by the Financial Accounting Standards Board ~~(FASB)~~("FASB"). The FASB sets generally accepted accounting principles ~~(GAAP)~~("GAAP") that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the consolidated financial statements are to the FASB Accounting Standards Codification ~~(ASC)~~("ASC").

Principles of Consolidation

The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions were eliminated, including transactions with its ~~Canadian subsidiary,~~subsidiaries, Metabolix Oilseeds, Inc. ("MOI") and Yield10 Bioscience Securities Corp.

Reverse Stock Split

��On January 15, 2020, the Company effected a 1-for-40 reverse stock split of its common stock. Unless otherwise indicated, all share amounts, per share data, share prices, and conversion rates set forth in these notes and the accompanying consolidated financial statements have, where applicable, been adjusted retroactively to reflect this reverse stock split.

Use of Estimates

The preparation of financial statements in conformity with ~~accounting principles generally accepted in the United States of America ("GAAP")~~GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's ~~condensed~~ consolidated balance sheets included herein:


	December 31, 2019		December 31, 2018			December 31, 2021		December 31, 2020
Cash and cash equivalents	$	5,417	$	3,023	Cash and cash equivalents	$	5,329	$	3,423
Restricted cash	332		332		Restricted cash	264		264
Total cash, cash equivalents and restricted cash	$	5,749	$	3,355	Total cash, cash equivalents and restricted cash	$	5,593	$	3,687



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)



				Page
			~~Page~~
	PART I.
Item 1		Business		4
Item 1A		Risk Factors		2827
Item 1B		Unresolved Staff Comments		43
Item 2		Properties		43
Item 3		Legal Proceedings		44
Item 4		Mine Safety Disclosures		44
		PART II.
Item 5		Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		45
Item 6		~~Selected Financial Data~~Reserved		45
Item 7		Management's Discussion and Analysis of Financial Condition and Results of Operations		45
Item 7A		Quantitative and Qualitative Disclosures About Market Risk		5152
Item 8		Financial Statements and Supplementary Data		5152
Item 9		Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		5152
Item 9A		Controls and Procedures		5152
Item 9B		Other Information		5253
Item 9C		Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		53
		PART III.
Item 10		Directors, Executive Officers and Corporate Governance		5354
Item 11		Executive Compensation		5354
Item 12		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		5354
Item 13		Certain Relationships and Related Transactions, and Director Independence		5354
Item 14		Principal Accounting Fees and Services		5354
		PART IV.
Item 15		Exhibits and Financial Statement Schedules		5354
Item 16		Form 10-K Summary		5758
		SIGNATURES		5758



~~SUMMARY OF OUR CROP YIELD TRAITS IN DEVELOPMENT~~
~~R&D Area~~	~~Crops Under Evaluation~~
~~Seed Yield Traits-Likely Regulated~~¹
~~C3003~~	~~Camelina, canola, soybean, corn, potato~~
~~C3011~~	~~Corn, Camelina and canola~~
~~Seed Yield Traits-Likely Not-Regulated~~²
~~C3004~~	~~Camelina, soybean, canola and corn~~
~~Oil Enhancing Traits-Likely Not-Regulated~~²
~~C3007~~	~~Camelina and canola~~
~~C3008a~~	~~Camelina (not-regulated~~⁴)
~~Oil trait combinations - C3008a, C3008b and C3009~~	~~Camelina (not-regulated~~⁴)
~~Additional oil traits and combinations~~	~~Research in progress (target crops to be determined)~~
~~C3014 and C3015 PHA biomaterials~~	~~Camelina in progress~~
~~Yield Improvement Trait Discovery Platform (Traits Potentially Non-Regulated)~~³
~~C4001~~	~~Camelina, forage, sorghum and corn~~
~~C4002~~	~~Sorghum and corn~~
~~C4003~~	~~Sorghum and corn~~
~~C4029~~	~~Sorghum~~



~~Examples of our traits and their impact on crop yield in growth chamber and greenhouse studies~~
~~C3003/C3004 traits:~~	~~23% - 65% increase in seed yield in oilseed crops (Camelina)~~
~~C3006 advanced synthetic biology trait:~~	~~128% increase in oilseed yield (Camelina)~~
~~C4001, C4003 traits:~~	~~Work ongoing; 70% increase in photosynthesis, 150% increase in biomass (switchgrass)~~



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



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



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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	YTEN	The Nasdaq Capital Market



~~(1)~~	~~C3003 and C3011 consist of microbial genes and are likely to be subject to regulation by USDA-APHIS.~~

~~(2)~~	These traits are accessible using genome editing or other methods that do not result in the insertion of non-plant DNA. These approaches may be deemed not to be regulated by USDA-APHIS pursuant to 7CFR part 340 based on recent filings by us and other groups.

~~(3)~~	~~Traits in this area were developed in our GRAIN platform and all are potentially deployable through approaches which may be not-regulated by USDA-APHIS pursuant to 7 CFR part 340.~~

~~(4)~~	USDA-APHIS does not consider these lines submitted by Yield10 to be regulated pursuant to 7 CFR part 340. Commercial plant or plant lines or plant products derived from these lines may be regulated by the U.S. Food and Drug Administration ("FDA") or U.S. Environmental Protection Agency ("EPA").



Exhibit Number		Description
2.1	(11)	Purchase Agreement between Metabolix, Inc. and CJ Research Center LLC, dated September 16, 2016.
3.1.1	(16)	Amended and Restated Certificate of Incorporation, as amended, of the Registrant.
3.1.2	(20)	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.
3.1.3	(19)	Certificate of Designation of Preferences, Rights and Limitations with respect to the Series A Preferred Stock.
3.1.4	(19)	Certificate of Designation of Preferences, Rights and Limitations with respect to the Series B Preferred Stock.
3.2	(12)	Amended and Restated By-laws of the Registrant.
4.1	*	Description of Securities of the Registrant.
4.1.2	(1)	Specimen Stock Certificate for shares of the Registrant's Common Stock.
4.1.5	(14)	Form of Investor Warrant to Purchase Common Stock.
4.6	(15)	Form of Series A Common Warrant to purchase shares of Common Stock.
4.7	(19)	Form of Common Stock Purchase Warrant.
10.1	†(1)	2006 Stock Option and Incentive Plan.
10.1.1	†(1)	2006 Stock Option and Incentive Plan, Form of Incentive Stock Option Agreement.



10.1.2	†(1)	2006 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Agreement.
10.1.3	†(1)	2006 Stock Option and Incentive Plan, Form of Director Non-Qualified Stock Option Agreement.
10.2	†(6)	2014 Stock Option and Incentive Plan, Revised and Restated.
10.2.1	†(7)	2014 Stock Option and Incentive Plan, Form of Incentive Stock Option Award.
10.2.2	†(7)	2014 Stock Option and Incentive Plan, Form of Non-Qualified Stock Option Award.
10.2.3	†(7)	2014 Stock Option and Incentive Plan, Form of Restricted Stock Unit Award.
10.2.4	†(16)	2018 Stock Option and Incentive Plan.
10.2.5	†(17)	2018 Stock Option and Incentive Plan, Form of Stock Option Agreement.
10.2.6	†*	2018 Stock Option and Incentive Plan, Form of Restricted Stock Unit Agreement.
10.3	†(13)	Employment Agreement between the Company and Oliver P. Peoples dated March 28, 2017.
10.4	†(13)	Employment Agreement between the Company and Charles B. Haaser dated March 28, 2017.
10.5	†(13)	Employment Agreement between the Company and Lynne H. Brum dated March 28, 2017.
10.6	†(13)	Employment Agreement between the Company and Kristi Snell dated March 28, 2017.
10.7	†(13)	Noncompetition, Confidentiality and Inventions Agreement between the Company and each of Oliver Peoples, Charles Haaser, Lynne H. Brum and Kristi Snell, dated March 28, 2017.
10.8	†(1)	Form of Indemnification Agreement between the Registrant and its Directors and Officers.
10.9	†(5)	Non-Qualified Stock Option Agreement between the Company and Joseph Shaulson dated December 19, 2013.
10.10	†(5)	Restricted Stock Unit Award Agreement between the Registrant and Joseph Shaulson dated March 24, 2014.
10.11	(2)	Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated March 30, 2007.
10.11.1	(3)	First Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated February 29, 2012.
10.11.2	(4)	Second Amendment of Lease between Fortune Wakefield, LLC and Metabolix, Inc. dated October 24, 2013.
10.12	(8)	Standstill Agreement dated June 19, 2015 between the Company and Jack W. Schuler, Renate Schuler and the Schuler Family Foundation.
10.13	(10)	Lease Agreement between the Company and ARE MA Region No. 20, LLC dated January 20, 2016 for the premises located at 19 Presidential Way, Woburn, MA.
10.14	@(13)	Exclusive License Agreement, dated as of June 30, 2015, between the Company and the University of Massachusetts.
10.15	(13)	Sublease between CJ Research Center LLC and the Company, dated as of September 16, 2016.





Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)			F- 2
Consolidated Balance Sheets as of December 31, ~~2019~~2021 and ~~2018~~2020			F- 3
Consolidated Statements of Operations for the Years Ended December 31, ~~2019~~2021 and ~~2018~~2020			F- 4
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, ~~2019~~2021 and ~~2018~~2020			F- 5
Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2019~~2021 and ~~2018~~2020			F- 6
Consolidated Statements of ~~Series B~~ Convertible Preferred Stock and Stockholders' ~~(Deficit)~~ Equity for the Years Ended December 31, ~~2019~~2021 and ~~2018~~2020			F- 7
Notes to Consolidated Financial Statements			F- 8



	December 31, 2019			December 31, 2018
Assets
Current Assets:
Cash and cash equivalents	$	5,417		$	3,023
Short-term investments	5,700			2,746
Accounts receivable	72			94
Unbilled receivables	20			66
Prepaid expenses and other current assets	475			448
Total current assets	11,684			6,377
Restricted cash	332			332
Property and equipment, net	1,243			1,385
Right-of-use assets	3,141			4,766
Other assets	318			100
Total assets	$	16,718		$	12,960

Liabilities, Convertible Preferred Stock and Stockholders' (Deficit) Equity
Current Liabilities:
Accounts payable	$	279		$	117
Accrued expenses	1,326			680
Lease liabilities	602			844
Total current liabilities	2,207			1,641
Lease liabilities, net of current portion	3,619			5,621
Warrant liability (Note 9)	14,977			—
Total liabilities	20,803			7,262
Commitments and contingencies (Note 7)
Series B Convertible Preferred Stock ($0.01 par value per share); 5,750 and 0 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively (Note 9)	—			—
Stockholders' (Deficit) Equity:
Series A Convertible Preferred Stock ($0.01 par value per share); 796 and 0 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively	—			—
Common stock ($0.01 par value per share); 60,000,000 shares authorized at December 31, 2019 and 2018, respectively, and 933,423 and 250,631 shares issued and outstanding at December 31, 2019 and 2018, respectively	9			3
Additional paid-in capital	360,926			357,743
Accumulated other comprehensive loss	(126		)	(110		)
Accumulated deficit	(364,894		)	(351,938		)
Total stockholders' (deficit) equity	(4,085		)	5,698
Total liabilities, convertible preferred stock and stockholders' (deficit) equity	$	16,718		$	12,960


	Year Ended December 31,			Year Ended December 31,
	2019	2018		2021	2020
Options	54,430	32,359	Options	722,765	339,108
Restricted stock awards	42	214	Restricted stock awards	9,430	8,500
Series A Convertible Preferred Stock	18,420	—
Series B Convertible Preferred Stock	82,705	—

Warrants	180,467	243,327	Warrants	2,361,726	2,843,699
Total	336,064	275,900	Total	3,093,921	3,191,307



	Accumulated Cost at December 31, 2019		Unrealized				Market Value at December 31, 2019
	Accumulated Cost at December 31, 2019		Gain		(Loss)		Market Value at December 31, 2019
Short-term investments
Government securities	$	5,700	$	—	$	—	$	5,700
Total	$	5,700	$	—	$	—	$	5,700


	Accumulated Cost at December 31, 2021		Unrealized				Market Value at December 31, 2021
			Gain		(Loss)
Short-term investments
U.S. government and agency securities	$	10,669	$	—	$	(8)	$	10,661
Total	$	10,669	$	—	$	(8)	$	10,661



	Accumulated Cost at December 31, 2018		Unrealized				Market Value at December 31, 2018
	Accumulated Cost at December 31, 2018		Gain		(Loss)		Market Value at December 31, 2018
Short-term investments
Government securities	$	2,746	$	—	$	—	$	2,746
Total	$	2,746	$	—	$	—	$	2,746


	Accumulated Cost at December 31, 2020		Unrealized				Market Value at December 31, 2020
			Gain		(Loss)
Short-term investments
U.S. government and agency securities	$	6,279	$	—	$	—	$	6,279
Total	$	6,279	$	—	$	—	$	6,279



	Series A Warrants		Series B Warrants
	At December 31, 2019	At Inception	At December 31, 2019	At Inception
Fair market of common stock (per share)	$6.86	$10.82	$6.86	$10.82
Expected term (years)	2.3	2.5	7.3	7.5
Risk free rate	1.62%	1.59%	1.83%	1.73%
Volatility	127%	127%	115%	115%


	Fair value measurements at reporting date using									Fair value measurements at December 31, 2021
	Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs		Balance as of			Quoted prices in active markets for identical assets		Significant other observable inputs		Significant unobservable inputs		Balance as of
Description	(Level 1)		(Level 2)		(Level 3)		December 31, 2019		Description	(Level 1)		(Level 2)		(Level 3)		December 31, 2021
Assets									Assets
Cash equivalents:									Cash equivalents:
Money market funds	$	2,622	$	—	$	—	$	2,622	Money market funds	$	4,878	$	—	$	—	$	4,878
U.S. government and agency securities	—		1,750		—		1,750

Short-term investments:									Short-term investments:
U.S. government and agency securities	—		5,700		—		5,700		U.S. government and agency securities	—		10,661		—		10,661
Total assets	$	2,622	$	7,450	$	—	$	10,072	Total assets	$	4,878	$	10,661	$	—	$	15,539

Liabilities
Warrant liability	$	—	$	—	$	14,977	$	14,977
Total liabilities	$	—	$	—	$	14,977	$	14,977


	Year ended December 31, 2020
Warrant liability, December 31, 2019	$	14,977
Recognized loss from mark-to-market adjustment prior to reclassification of warrant liability to equity	957
Reclassification from warrant liability to equity	(15,934)
Warrant liability, December 31, 2020	$	—


Issuance	Number of Common Shares Issuable Upon Exercise of Outstanding Warrants	Exercise Price		Expiration Date
November 2019 Public Offering - Series A	352,703	$	8.00	May 19, 2022
November 2019 Public Offering - Series B	395,528	$	8.00	May 19, 2027
November 2019 Private Placement - Series A	718,750	$	8.00	May 19, 2022
November 2019 Private Placement - Series B	718,750	$	8.00	May 19, 2027
December 2017 Public Offering - Series A	160,975	$	90.00	December 21, 2022
July 2017 Registered Direct Offering	14,270	$	201.60	January 7, 2024
Consultant	750	$	116.00	September 11, 2024
Total	2,361,726


	December 31, 2021	December 31, 2020
Stock Options	722,765	339,108
RSUs	9,430	8,500
Warrants	2,361,726	2,843,699
Total number of common shares reserved for future issuance	3,093,921	3,191,307



	Number of Shares		Weighted Average Exercise Price		Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Balance at December 31, 2018	43,633		$	254.00
Granted	18,923		35.31
Exercised	—		—
Forfeited	(444	)	54.30
Expired	(47	)	13,202.22
Balance at December 31, 2019	62,065		178.95		8.13	$	—
Vested and expected to vest at December 31, 2019	62,065		178.95		8.13	$	—
Exercisable at December 31, 2019	31,927		300.03		7.40	—



	~~Number of RSUs~~		~~Weighted Average Remaining Contractual Life (years)~~
~~Outstanding at December 31, 2018~~	~~171~~
~~Awarded~~	—
~~Released~~	~~(171~~	)
~~Forfeited~~	—
~~Outstanding at December 31, 2019~~	—		—

~~Weighted average remaining recognition period (years)~~	—


	Number of RSUs	Weighted Average Remaining Contractual Life (years)
Outstanding at December 31, 2020	8,500
Awarded	18,862
Released	(17,932)
Forfeited	—
Outstanding at December 31, 2021	9,430	0.16

Weighted average remaining recognition period (years)	0.16


Year ended December 31,	Undiscounted Cash Flows
2022	$	726
2023	749
2024	771
2025	793
2026	747
Total undiscounted future lease payments	3,786
Amount of lease payments representing interest	(623)
Total lease liabilities	$	3,163
Short-term lease liabilities	$	514
Long-term lease liabilities	$	2,649


Other information as of:	December 31, 2019	December 31, 2018	Other information as of:	December 31, 2021	December 31, 2020
Weighted-average remaining lease term (years)	6.7	7.4	Weighted-average remaining lease term (years)	4.9	5.9
Weighted-average discount rate	7.24%	6.75%	Weighted-average discount rate	7.25%	7.25%


	U.S.		Canada		Total
Year Ended December 31, 2021
Revenue	$	575	$	39	$	614
Identifiable long-lived assets	$	821	$	69	$	890
Year Ended December 31, 2020
Revenue	$	646	$	153	$	799
Identifiable long-lived assets	$	866	$	55	$	921



	U.S.		Canada		Eliminations			Total
Year Ended December 31, 2019
Net revenues to unaffiliated customers	$	806	$	—	$	—		$	806
Inter-geographic revenues	—		1,883		(1,883		)	—
Net revenues	$	806	$	1,883	$	(1,883	)	$	806
Identifiable long-lived assets	$	1,186	$	57	$	—		$	1,243
Year Ended December 31, 2018
Net revenues to unaffiliated customers	$	556	$	—	$	—		$	556
Inter-geographic revenues	—		1,418		(1,418		)	—
Net revenues	$	556	$	1,418	$	(1,418	)	$	556
Identifiable long-lived assets	$	1,372	$	13	$	—		$	1,385