Item 1.01. Entry into a Material Definitive Agreement
Public Offering
On August 22, 2020, Yield10 Bioscience, Inc.,
a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Maxim Group LLC (the “Underwriter”), pursuant to which the Company sold, in a registered public offering by the
Company (the “Public Offering”) 835,000 shares of the Company’s common stock, par value $0.01 per share (the
“Common Stock”), at a public offering price of $4.25 per share.
In addition, pursuant to the
Underwriting Agreement, the Company granted the Underwriter a 45-day option to purchase up to 116,835 shares of Common Stock
to cover over-allotments, if any, at the public offering price per share of Common Stock, less the underwriting discounts and
commissions. The shares of Common Stock were offered by the Company pursuant to a registration statement on Form S-3
(File No. 333-237539), as initially filed with the Securities and Exchange Commission (the “Commission”) on
April 1, 2020, and declared effective by the Commission on April 10, 2020, and a prospectus supplement dated August 21, 2020. A
copy of the legal opinion and consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the validity of the
issuance and sale of the shares sold in the Public Offering is attached as Exhibit 5.1 hereto. The offering is expected
to close on August 26, 2020, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary
representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting
Agreement provides for indemnification by the Underwriters of the Company, its directors and executive officers, and by the Company
of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended (the “Securities
Act”) and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement
is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated
by reference herein.
Private Placement
On August 22, 2020, the Company entered
into a Securities Purchase Agreement with Jack W. Schuler, the Company’s
largest shareholder, and entities related to him (together, the “Investors”). Pursuant to the terms of the Securities
Purchase Agreement, the Company sold to the Investors an aggregate of 396,450 unregistered shares of Common Stock in a private
placement (the “Private Placement”), for gross proceeds of approximately $1.7 million before transaction costs.
The Company has agreed in the Securities
Purchase Agreement to file a registration statement within 60 calendar days to register the resale of the shares issued to the
Investors in the Private Placement. The Securities Purchase Agreement contains customary representations, warranties and covenants
by the Company, customary indemnification obligations of the Company and the Investors, including for liabilities under the Securities
Act, and other obligations of the parties. The representations, warranties and covenants contained in the Securities Purchase Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement
and may be subject to limitations agreed upon by the contracting parties.
The securities issued in the Private Placement
were offered in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act and Regulation D promulgated
thereunder and corresponding provisions of state securities laws. Each of the Investors is an “accredited investor”
as defined in Rule 501(a) under the Securities Act.
The Company expects to receive net
proceeds from the Public Offering and the Private Placement of approximately $4.8 million, after deducting underwriting
discounts and commissions and estimated offering expenses and excluding the option to purchase up to 116,835 additional
shares to cover over-allotments.