XML 29 R19.htm IDEA: XBRL DOCUMENT v3.24.2.u1
CAPITAL STOCK AND WARRANTS
6 Months Ended
Jun. 30, 2024
Equity [Abstract]  
CAPITAL STOCK AND WARRANTS CAPITAL STOCK AND WARRANTS
Common Stock
Reverse Stock Split
On May 2, 2024, the Company completed a 1-for-24 reverse stock split of its common stock by filing a certificate of amendment with the State of Delaware to amend its certificate of incorporation. The ratio for the reverse stock split was determined by the Company's board of directors following approval by stockholders at the Company's special meeting held on April 26, 2024. The reverse stock split had the effect of increasing the Company's common shares available for issuance by reducing issued and outstanding common shares by a divisible factor of 24 while its authorized shares remained at its then 60 million. Proportional adjustments were made to the Company's outstanding stock options and to the number of shares issued and issuable under the Company's equity compensation plans.
Increase in Authorized Shares of Common Stock
On June 7, 2024, the Company held its 2024 Annual Meeting, at which stockholders approved an amendment to the Certificate of Incorporation to increase from 60 million shares to 150 million shares the aggregate number of shares of common stock that are authorized to be issued. As a result of this vote, on June 12, 2024, the Company filed a Certificate of Amendment to its amended and restated Certificate of Incorporation with the Secretary of the State of Delaware to increase the number of authorized shares. Also, at the 2024 Annual Meeting, stockholders approved an amendment to the Company's 2018 Plan to add 10,416 shares of common stock for issuance under the 2018 Stock Plan.
Notice of Nasdaq Delisting
On May 14, 2024, Yield10 received notice from The Nasdaq Stock Market LLC that the Nasdaq Hearings Panel had determined to delist the Company's common stock. Suspension of trading in our common stock on Nasdaq became effective at the open of trading on May 16, 2024. Following the delisting of the Company's common stock from the Nasdaq Capital Market, it continued to be a reporting company under the Securities Exchange Act of 1934. Yield10's common stock began trading on the OTC Markets Group (“OTC”) platform at the open of trading on May 16, 2024, under the symbol “YTEN.” On July 19, 2024, the Company's common stock began trading on the OTC-QB market.
Warrant Exercise Inducement
On March 22, 2024, the Company entered into warrant exercise agreements with certain existing institutional investors, pursuant to which these investors agreed to exercise (i) a portion of the warrants issued to them in the May 2023 Registered Direct Offering and Private Placement (described below), which were exercisable for 27,964 shares of the Company’s common stock and had an exercise price of $71.52 per share, and (ii) a portion of the warrants issued to them in August 2023 Public Offering (also described below), which were exercisable for 105,000 shares of common stock and had an exercise price of $15.60 per share. In consideration for their immediate exercise of these 132,964 total warrants for cash, the Company agreed to reduce the exercise price of the May 2023 and August 2023 warrants held by these institutional investors, to $10.32 per share, which was equal to the closing price of the Company’s common stock on The Nasdaq Stock Market prior to the execution of the agreements. The institutional investors also received in a private placement, new unregistered warrants to purchase up to an aggregate of 265,928 shares of common stock with an exercise price of $10.32 per share, which is equal to 200% of the shares of common stock issued in connection with this current warrant exercise. These new warrants will have an expiration date equal to the fifth anniversary from the date of stockholder approval of the warrants. The Company filed an S-1 registration statement, (File Number 333-278930) with the SEC on April 25, 2024, in order to register the shares of common stock issuable upon the exercise of the new warrants, which registration was declared effective by the SEC on July 24, 2024. The Company received net proceeds of approximately $1,174 during the six months ended June 30, 2024, from the exercise of the warrants, net of transaction expenses of $198 incurred in completing the arrangement.
Public Offering
On August 15, 2023, the Company closed on a public offering of 239,583 units at a public offering price of $15.60 per unit. Each unit consisted of one share of common stock and one warrant to purchase one share of common stock. The warrants, when issued, were immediately exercisable at an exercise price of $15.60 per share and expire five years from the date of issuance. The shares of common stock and accompanying warrants could only be purchased together during the offering but were immediately separable upon issuance. The Company received cash proceeds of $3,125 from the offering, net of $613 in issuance costs.
Registered Direct Offering and Private Placement
On May 3, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor and an existing investor, pursuant to which the Company agreed to issue and sell (i) an aggregate of 38,817 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, (ii) a pre-funded warrant (the “Pre-Funded Warrant”) to purchase 3,130 shares of common stock, and (iii) private placement warrants (the “Private Warrants”) to purchase an aggregate of 41,946 shares of common stock. The Shares, Pre-Funded Warrant and Private Warrants were sold on a combined basis for consideration equating to $71.52 for one Share and a Private Warrant to purchase one underlying share of common stock (or in lieu thereof, $71.52 for a Pre-Funded Warrant to purchase one underlying share of common stock and a Private Warrant to purchase one underlying share of common stock). The exercise price of the Pre-Funded Warrant was $0.0024 per underlying share. The exercise price of the Private Warrant is $71.52 per underlying share.
The Shares and the Pre-Funded Warrant were offered pursuant to an effective registration statement on Form S-3 (File No. 333-254830), as initially filed with the SEC on March 29, 2021, and declared effective by the SEC on April 2, 2021. The
Pre-Funded Warrant was fully exercised on May 12, 2023, and converted to 3,130 shares of the Company's common stock. The Private Warrant was sold in a concurrent private placement, exempt from registration pursuant to Section 4(a)(2) and/or Rule 506 of the Securities Act of 1933, as amended (the “Securities Act”). The Private Warrants became exercisable beginning six months from the date of issuance, on November 6, 2023, and will terminate on the fifth anniversary of that date.
Combined proceeds from the registered direct offering and private placement were $3,000 before issuance costs of $283.
At-The-Market ("ATM”) Program
On January 24, 2023, the Company entered into an Equity Distribution Agreement (the "Sales Agreement”) with Maxim Group LLC ("Maxim”) under which the Company could offer and sell shares of its common stock, $0.01 par value per share, having an aggregate offering price of up to $4,200 from time to time through Maxim, acting exclusively as the Company's sales agent. Maxim was entitled to compensation at a fixed commission rate of 2.75% of the gross sales price for each share sold. Effective May 3, 2023, the Company terminated the Sales Agreement after issuing a total of 3,945 shares of common stock, all within the three months ended March 31, 2023, at per share prices between $72.72 and $97.92, resulting in gross proceeds to the Company of $299 before offering costs and sales commissions totaling $196.
Board of Director Stock Issuances
During the six months ended June 30, 2024, certain members of the Company's Board of Directors elected to receive 3,067 shares of Yield10 common stock in lieu of receiving $28 in cash compensation payments for their services to the board and board committees.
Preferred Stock
The Company's Certificate of Incorporation authorizes the Company to issue up to 5,000,000 shares of $0.01 par value preferred stock.
Warrants
The following table summarizes information regarding outstanding warrants to purchase common stock as of June 30, 2024:
IssuanceNumber of Shares Issuable Upon Exercise of Outstanding WarrantsExercise Price Per Share of Common StockExpiration Date
Warrants Issued in March 2024 Warrant Inducement265,928 $10.32 June 7, 2029
August 2023 Public Offering134,583 $15.60 August 15, 2028
May 2023 Registered Direct and Concurrent Private Placement13,982 $71.52 November 6, 2028
November 2019 Public Offering - Series B16,480 $192.00 May 19, 2027
November 2019 Private Placement - Series B29,949 $192.00 May 19, 2027
Consultant31 $2,784.00 September 11, 2024
Total outstanding warrants460,953 
On March 22, 2024, certain investors holding warrants from the August 2023 and May 2023 securities offerings described above, exercised a total of 132,964 warrants at an exercise price of $10.32 per share in a warrant exercise inducement offering. In addition to receiving one share of common stock for each surrendered warrant, these investors received new unregistered warrants to purchase up to an aggregate of 265,928 shares of common stock with an exercise price of $10.32 per share, which is equal to 200% of the shares of common stock issued in connection with this current warrant exercise. See the Warrant Exercise Inducement disclosure above.
On January 7, 2024, 593 warrants issued by the Company in July 2017 under a registered direct offering expired in accordance with their terms.
The following shares of common stock have been reserved for future issuance upon exercise of stock options, vesting of RSUs and conversion of warrants:
June 30,
2024
December 31,
2023
Stock Options52,600 55,790 
RSUs25,001 — 
Warrants460,953 328,582 
Total number of common shares reserved for future issuance538,554 384,372