UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 26, 2024
(Exact name of registrant as specified in its charter)
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| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (617 ) 583-1700
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 26, 2024, Yield10 Bioscience, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). As of April 1, 2024, the record date for the Special Meeting, there were 15,401,706 shares of the Company’s common stock outstanding and entitled to vote. At the Special Meeting, the holders of 8,313,740 shares of the Company’s common stock were present in person or represented by proxy, which represented 53.98% of the total shares entitled to vote at the Special Meeting.
A summary of the matters voted upon by the stockholders at the Special Meeting, each of which is described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2024, and the final voting results for each matter are set forth below.
Proposal 1 - Reverse Stock Split:
Stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's issued and outstanding shares of common stock, at a ratio of between 1-for-5 and 1-for-25. The voting results for this proposal were as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 7,294,427 | 994,186 | 25,127 | ||||||
The Company’s Board of Directors selected a 1-for-24 reverse stock split ratio by unanimous written consent and authorized the implementation of the reverse stock split.
Proposal 2 - Adjournment of Special Meeting:
Stockholders approved an adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event that there were insufficient votes in favor of Proposal 1. The voting results for this proposal were as follows::
| Votes For | Votes Against | Abstentions | ||||||
| 7,646,095 | 637,376 | 30,269 | ||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| YIELD10 BIOSCIENCE, INC. | ||||||||
| April 30, 2024 | By: | /s/ Oliver P. Peoples | ||||||
| Oliver P. Peoples | ||||||||
| President & Chief Executive Officer | ||||||||