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) July 1723, 2024

YIELD10 BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33133	04-3158289
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

19 Presidential Way, Woburn, Massachusetts		01801
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement.

On July 1223, 2024, Yield10 Bioscience, Inc. (the “Company”) ~~entered~~and ~~into~~MPC aInvestment ~~License~~LLC ~~Agreement with Nuseed Nutritional US Inc.~~ (~~the seed technologies platform of Nufarm Limited (ASX:NUF)) ("Nufarm"), granting Nufarm a commercial license (the~~ “~~License Agreement~~MPC”) tomutually ~~certain~~agreed ~~Omega-3~~to ~~intellectual~~terminate ~~property~~a ~~assets,~~senior ~~materials~~unsecured ~~and~~convertible ~~know-how~~note ~~for~~issued ~~producing~~by ~~oil in Camelina. Under~~ the ~~License~~Company ~~Agreement, Nufarm will pay Yield10 up~~ to ~~$5.0~~MPC ~~million. Nufarm~~on ~~and~~April ~~the~~28, ~~Company~~2023 ~~also signed a Memorandum of Understanding~~ (~~"MOU"~~“Convertible Note”) ~~pursuant~~in ~~to which~~ the ~~parties~~original ~~agreed~~principal toamount ~~exclusively negotiate with each other for the sale~~ of ~~Yield10’s remaining assets to Nufarm~~$1,000,000, pursuant to ana ~~asset~~Securities ~~purchase~~Purchase ~~agreement~~Agreement (~~the~~ “~~Purchase Agreement~~SPA”). The ~~asset~~Convertible ~~sale~~Note ~~will~~accrued ~~require~~interest anat ~~affirmative~~a ~~vote~~rate ~~from~~of ~~the~~8.0% ~~shareholders~~per ofannum ~~Yield10,~~ and ahad ~~special~~been ~~meeting~~subject ~~of shareholders will be convened~~ to ~~seek~~conversion ~~that~~into ~~vote~~shares ~~following execution~~ of the ~~Purchase~~Company’s ~~Agreement. Pursuant~~common tostock ~~the~~at ~~License Agreement, Nufarm will pay Yield10~~ a ~~mid-single~~conversion ~~digit~~price ~~service~~of ~~fee~~$73.68 onper ~~any~~share. If ~~net~~not ~~revenue~~converted into ~~respect~~the ofCompany’s ~~the~~common ~~provision~~stock, ~~sale~~the orConvertible ~~supply~~Note ofwould ~~licensed~~have ~~Omega-3~~matured ~~products~~on orAugust ~~plant~~24, ~~oils or other products derived or developed from or using plant oils using the applicable licensed Omega-3 products~~2024.

~~Nufarm~~As ~~has~~of ~~made~~the antermination ~~upfront~~date, ~~cash~~the ~~payment~~Company’s tocurrent ~~Yield10~~obligation ofunder ~~$3.0 million upon~~ the ~~execution~~terms of the ~~License~~Convertible ~~Agreement. An~~Note ~~additional~~for ~~cash~~principal ~~payment~~and ofunpaid upinterest tototaled $21,100,572.0 The ~~million~~Company ~~will~~and beMPC ~~made~~agreed ~~within three business days after Yield10 delivers~~ to ~~Nufarm: (A)~~ a ~~written~~one-time ~~consent~~payment of ~~Rothamsted~~$500,000 ~~Research~~in ~~Limited~~full ~~(“Rothamsted”)~~satisfaction toof the ~~grant~~Convertible toNote ~~Nufarm~~principal ~~certain exclusive rights to Omega-3 assets for producing oil in Camelina;~~ and ~~(B)~~unpaid ainterest. The ~~letter~~Company ~~from~~subsequently ~~MPC~~issued ~~Investment LLC confirming that~~ the ~~Company's outstanding~~ $~~1.0~~500,000 ~~million~~payment ~~note (the "Note") plus accrued interest owed~~ to MPC ~~Investment~~and ~~LLC,~~the ~~which~~Convertible isNote ~~due~~and toSPA ~~mature~~have ~~on August 24, 2024, has~~ been ~~satisfied~~fully ~~in full, both of which must be delivered by Yield10 within 45 calendar days~~discharged.

IfThe ~~Yield10~~foregoing ~~does~~descriptions ~~not~~of ~~deliver~~the ~~both~~Convertible ~~items~~Note ~~within~~and 45SPA ~~days,~~are ~~then~~not ~~the~~complete ~~License~~and ~~Agreement~~are ~~will~~qualified ~~remain~~in ~~non-exclusive~~their ~~with~~entirety ~~respect~~by reference to the ~~rights~~full ~~Yield10~~text ~~has~~of ~~licensed~~the ~~from~~Convertible ~~Rothamsted,~~Note and ~~Nufarm~~SPA, ~~will~~copies beof ~~excused~~which ~~from~~were ~~any~~filed ~~obligation~~as toExhibit ~~pay~~4.1 ~~the~~and ~~remaining~~Exhibit $210.01, ~~million~~respectively, ~~cash~~to ~~payment~~the Company’s Current Report on Form 8-K (File No. 001-33133) filed with the Securities and Exchange Commission on May 1, 2023 and incorporated herein by reference.

In the MOU, Nufarm and the Company have also agreed to negotiate in good faith for an operating loan facility to Yield10 of up to $1.0 million for up to a 90-day period, to be secured against Yield10’s remaining assets (the “Loan Facility”).

Pursuant to the Purchase Agreement to be negotiated, Nufarm would purchase substantially all of Yield10’s remaining assets, excluding any liabilities. The MOU provides that in the event that Yield10 and Nufarm successfully negotiate, enter into and close the Purchase Agreement, the purchase price contemplated therein and payable by Nufarm at closing would be satisfied by setting off an amount equal to the balance of the Loan Facility then outstanding against the purchase price due from Nufarm to Yield10 on closing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Ma
No.						Description
99.1						Press Release dated July 17, 2024 announcing Yield10's signing of a MOU with Nufarm granting Nufarm a commercial license to the Company's Omega-3 assets for producing oil in Camelina.

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.
July 17, 2024	By:	/s/ Oliver P. Peoples
July 23, 2024	By:	/s/ Oliver P. Peoples
		Oliver P. Peoples
		President & Chief Executive Officer

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