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) September 6, 2024
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||
Registrant’s Telephone Number, Including Area Code: (617 ) 583-1700
N/A
(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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| None | ||||||||
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).
Emerging growth company o
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 1.01 Entry into a Material Definitive Agreement and Item 2.03 - Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 5, 2024, Yield10 Bioscience, Inc. (the “Company”) issued a promissory note (the “Note”) in the principal amount of up to $3 million, secured by all of the Company’s assets, to Nuseed Nutritional US Inc. (“Nuseed”). The Company may request advances of up to $1 million, up to a maximum outstanding principal amount of $3 million, under the Note. The Company's initial draw under the Note was $500,000. The Note bears interest at an interest rate of 7% per annum and will mature on December 31, 2024. Events of default under the Note include an agreement to sell all of the Company’s assets to any buyer other than Nuseed, failure to make payments under the Note when due, filing of bankruptcy, and incurring any other secured indebtedness without Nuseed’s consent. The interest rate under the Note would increase to 9% per annum during any period of default.
The Company and Nuseed continue to negotiate the proposed purchase by Nuseed of all of the Company’s assets, pursuant to the Memorandum of Understanding described in the Company’s Current Report on Form 8-K dated July 17, 2024.
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. | ||||||||
| September 9, 2024 | By: | /s/ Oliver P. Peoples | ||||||
| Oliver P. Peoples | ||||||||
| President & Chief Executive Officer | ||||||||