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~~September 236, 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 1.0201 ~~Termination~~Entry ofinto 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 ~~July~~September 235, 2024, Yield10 Bioscience, Inc. (the “Company”) ~~and~~issued ~~MPC~~a ~~Investment~~promissory ~~LLC~~note (the “~~MPC~~Note”) ~~mutually~~in ~~agreed~~the toprincipal ~~terminate~~amount aof ~~senior~~up ~~unsecured~~to ~~convertible~~$3 ~~note~~million, ~~issued~~secured by all of the Company’s assets, to ~~MPC~~Nuseed onNutritional ~~April~~US ~~28,~~Inc. ~~2023~~ (“~~Convertible Note~~Nuseed”). inThe ~~the~~Company ~~original~~may ~~principal~~request ~~amount~~advances of up to $1 million,~~000,000,~~ ~~pursuant~~up to a ~~Securities~~maximum ~~Purchase~~outstanding ~~Agreement~~principal ~~(“SPA”)~~amount of $3 million, under the Note. The ~~Convertible~~Company's initial draw under the Note ~~accrued~~was $500,000. The Note bears interest at aan interest rate of ~~8.0~~7% per annum and ~~had~~will ~~been~~mature ~~subject~~on toDecember ~~conversion~~31, ~~into~~2024. ~~shares~~Events of default under the Note include an agreement to sell all of the Company’s ~~common~~assets ~~stock~~to atany abuyer ~~conversion~~other ~~price~~than Nuseed, failure to make payments under the Note when due, filing of ~~$73.68~~bankruptcy, ~~per~~and ~~share. If~~incurring ~~not~~any ~~converted~~other tosecured ~~the~~indebtedness ~~Company~~without Nuseed’s ~~common~~consent. ~~stock,~~The ~~the~~interest ~~Convertible~~rate under the Note would ~~have~~increase ~~matured~~to on9% ~~August~~per ~~24,~~annum ~~2024~~during any period of default.

AsThe ~~of the termination date, the~~ Company’s ~~current~~and ~~obligation~~Nuseed ~~under~~continue ~~the~~to ~~terms~~negotiate of the ~~Convertible~~proposed ~~Note~~purchase ~~for~~by ~~principal~~Nuseed ~~and~~of ~~unpaid~~all ~~interest~~of ~~totaled~~the ~~$1,100,572. The~~ Company’s ~~and~~assets, ~~MPC~~pursuant ~~agreed~~ to athe ~~one-time~~Memorandum ~~payment~~ of ~~$500,000~~Understanding described in ~~full satisfaction of~~ the ~~Convertible~~Company’s ~~Note~~Current ~~principal~~Report ~~and~~on ~~unpaid~~Form ~~interest. The~~8-K ~~Company~~dated ~~subsequently~~July ~~issued the $500~~17,~~000~~ ~~payment to MPC and the Convertible Note and SPA have been fully discharged~~2024.

The foregoing descriptions of the Convertible Note and SPA are not complete and are qualified in their entirety by reference to the full text of the Convertible Note and SPA, copies of which were filed as Exhibit 4.1 and Exhibit 10.1, respectively, to 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.

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 23, 2024	By:	/s/ Oliver P. Peoples
September 9, 2024	By:	/s/ Oliver P. Peoples
		Oliver P. Peoples
		President & Chief Executive Officer

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