Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 13, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33133 | |
Entity Registrant Name | YIELD10 BIOSCIENCE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3158289 | |
Entity Address, Address Line One | 19 Presidential Way | |
Entity Address, City or Town | Woburn | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01801 | |
City Area Code | 617 | |
Local Phone Number | 583-1700 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | YTEN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 11,980,996 | |
Entity Central Index Key | 0001121702 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Revenue | $ 0 | $ 111 | $ 60 | $ 363 |
Expenses: | ||||
Research and development | 2,204 | 2,083 | 6,363 | 5,862 |
General and administrative | 1,499 | 1,518 | 4,867 | 4,748 |
Total expenses | 3,703 | 3,601 | 11,230 | 10,610 |
Loss from operations | (3,703) | (3,490) | (11,170) | (10,247) |
Other income (expense): | ||||
Other income (expense), net | (23) | 10 | (19) | 11 |
Total other income (expense) | (23) | 10 | (19) | 11 |
Loss from operations before income taxes | (3,726) | (3,480) | (11,189) | (10,236) |
Income tax provision | 0 | (9) | 0 | (27) |
Net loss | $ (3,726) | $ (3,489) | $ (11,189) | $ (10,263) |
Basic net loss per share (in USD per share) | $ (0.41) | $ (0.71) | $ (1.70) | $ (2.09) |
Diluted net loss per share (in USD per share) | $ (0.41) | $ (0.71) | $ (1.70) | $ (2.09) |
Number of shares used in per share calculations: | ||||
Basic (in shares) | 8,987,957 | 4,924,606 | 6,586,801 | 4,904,737 |
Diluted (in shares) | 8,987,957 | 4,924,606 | 6,586,801 | 4,904,737 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS UNAUDITED - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 2,817 | $ 2,356 |
Short-term investments | 0 | 1,991 |
Unbilled receivables | 0 | 30 |
Prepaid expenses and other current assets | 545 | 641 |
Total current assets | 3,362 | 5,018 |
Restricted cash | 264 | 264 |
Property and equipment, net | 594 | 775 |
Right-of-use assets, net | 1,769 | 1,961 |
Other assets | 53 | 67 |
Total assets | 6,042 | 8,085 |
Current Liabilities: | ||
Accounts payable | 381 | 109 |
Accrued expenses | 1,944 | 926 |
Current portion of lease liabilities | 651 | 575 |
Convertible note payable, net of issuance costs (Note 9) | 977 | 0 |
Total current liabilities | 3,953 | 1,610 |
Lease liabilities, net of current portion | 1,697 | 2,075 |
Total liabilities | 5,650 | 3,685 |
Commitments and contingencies (Note 10) | ||
Stockholders’ Equity: | ||
Preferred stock ($0.01 par value per share); 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock ($0.01 par value per share); 60,000,000 shares authorized at September 30, 2023 and December 31, 2022; 11,901,780 and 4,944,202 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 119 | 49 |
Additional paid-in capital | 411,406 | 404,277 |
Accumulated other comprehensive loss | (247) | (229) |
Accumulated deficit | (410,886) | (399,697) |
Total stockholders’ equity | 392 | 4,400 |
Total liabilities and stockholders’ equity | $ 6,042 | $ 8,085 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, issued (in shares) | 11,901,780 | 4,944,202 |
Common stock, outstanding (in shares) | 11,901,780 | 4,944,202 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS UNAUDITED - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,726) | $ (3,489) | $ (11,189) | $ (10,263) |
Other comprehensive loss | ||||
Change in unrealized gain (loss) on investments | 0 | 20 | 1 | (2) |
Change in foreign currency translation adjustment, net of income tax | (3) | (34) | (19) | (57) |
Total other comprehensive loss | (3) | (14) | (18) | (59) |
Comprehensive loss | $ (3,729) | $ (3,503) | $ (11,207) | $ (10,322) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS UNAUDITED - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (11,189) | $ (10,263) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 217 | 197 |
Charge for 401(k) company common stock match | 91 | 111 |
Stock-based compensation | 1,209 | 1,458 |
Non-cash lease expense | 192 | 291 |
Deferred income tax provision | 0 | 37 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 127 |
Unbilled receivables | 30 | (5) |
Prepaid expenses and other assets | 121 | 52 |
Accounts payable | 272 | 21 |
Accrued expenses | 1,002 | 17 |
Lease liabilities | (302) | (385) |
Net cash used in operating activities | (8,357) | (8,342) |
Cash flows from investing activities | ||
Purchase of property and equipment | (26) | (154) |
Purchase of investments | 0 | (1,195) |
Proceeds from the maturity of short-term investments | 1,991 | 8,371 |
Net cash provided by investing activities | 1,965 | 7,022 |
Cash flows from financing activities | ||
Proceeds from issuance of common stock and warrants in equity offerings, net of issuance costs | 5,842 | 0 |
Proceeds from At-the-Market offering, net of issuance costs | 103 | 0 |
Proceeds for convertible debt note, net of issuance costs | 967 | 0 |
Taxes paid on employees' behalf related to vesting of stock awards | (41) | (37) |
Net cash provided by (used in) financing activities | 6,871 | (37) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (18) | (50) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 461 | (1,407) |
Cash, cash equivalents and restricted cash at beginning of period | 2,620 | 5,593 |
Cash, cash equivalents and restricted cash at end of period | 3,081 | 4,186 |
Supplemental disclosure of non-cash information: | ||
Right-of-use assets acquired in exchange for lease liabilities | $ 138 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | At-the-Market Offering | Equity Offering | Common Stock | Common Stock At-the-Market Offering | Common Stock Equity Offering | Additional Paid-In Capital | Additional Paid-In Capital At-the-Market Offering | Additional Paid-In Capital Equity Offering | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance (in shares) at Dec. 31, 2021 | 4,881,851 | ||||||||||
Balance at Dec. 31, 2021 | $ 16,026 | $ 49 | $ 402,283 | $ (175) | $ (386,131) | ||||||
Increase (decrease) in stockholders' equity | |||||||||||
Stock-based compensation expense | 1,458 | 1,458 | |||||||||
Issuance of common stock for 401k match (in shares) | 25,792 | ||||||||||
Issuance of common stock for 401(k) match | 95 | 95 | |||||||||
Issuance of common stock for restricted stock units (in shares) | 25,645 | ||||||||||
Taxes paid on employees' behalf related to vesting of stock awards | (37) | (37) | |||||||||
Effect of foreign currency translation and unrealized loss on investments | (59) | (59) | |||||||||
Net loss | (10,263) | (10,263) | |||||||||
Balance (in shares) at Sep. 30, 2022 | 4,933,288 | ||||||||||
Balance at Sep. 30, 2022 | 7,220 | $ 49 | 403,799 | (234) | (396,394) | ||||||
Balance (in shares) at Jun. 30, 2022 | 4,901,246 | ||||||||||
Balance at Jun. 30, 2022 | 10,271 | $ 49 | 403,347 | (220) | (392,905) | ||||||
Increase (decrease) in stockholders' equity | |||||||||||
Stock-based compensation expense | 446 | 446 | |||||||||
Issuance of common stock for 401k match (in shares) | 12,875 | ||||||||||
Issuance of common stock for 401(k) match | 29 | 29 | |||||||||
Issuance of common stock for restricted stock units (in shares) | 19,167 | ||||||||||
Taxes paid on employees' behalf related to vesting of stock awards | (23) | (23) | |||||||||
Effect of foreign currency translation and unrealized loss on investments | (14) | (14) | |||||||||
Net loss | (3,489) | (3,489) | |||||||||
Balance (in shares) at Sep. 30, 2022 | 4,933,288 | ||||||||||
Balance at Sep. 30, 2022 | 7,220 | $ 49 | 403,799 | (234) | (396,394) | ||||||
Balance (in shares) at Dec. 31, 2022 | 4,944,202 | ||||||||||
Balance at Dec. 31, 2022 | 4,400 | $ 49 | 404,277 | (229) | (399,697) | ||||||
Increase (decrease) in stockholders' equity | |||||||||||
Stock-based compensation expense | 1,172 | 1,172 | |||||||||
Issuance of common stock for 401k match (in shares) | 40,755 | ||||||||||
Issuance of common stock for 401(k) match | 86 | $ 1 | 85 | ||||||||
Issuance of common stock and warrants in equity offering (net of issuance costs) (in shares) | 94,665 | 6,756,710 | |||||||||
Issuance of common stock and warrants in equity offering, net of issuance costs | $ 103 | $ 5,842 | $ 1 | $ 68 | $ 102 | $ 5,774 | |||||
Issuance of common stock for restricted stock units (in shares) | 17,640 | ||||||||||
Taxes paid on employees' behalf related to vesting of stock awards | $ (41) | (41) | |||||||||
Issuance of common stock for director compensation (in shares) | 47,808 | 47,808 | |||||||||
Issuance of common stock for director compensation | $ 37 | 37 | |||||||||
Effect of foreign currency translation and unrealized loss on investments | (18) | (18) | |||||||||
Net loss | (11,189) | (11,189) | |||||||||
Balance (in shares) at Sep. 30, 2023 | 11,901,780 | ||||||||||
Balance at Sep. 30, 2023 | 392 | $ 119 | 411,406 | (247) | (410,886) | ||||||
Balance (in shares) at Jun. 30, 2023 | 6,100,263 | ||||||||||
Balance at Jun. 30, 2023 | 587 | $ 61 | 407,930 | (244) | (407,160) | ||||||
Increase (decrease) in stockholders' equity | |||||||||||
Stock-based compensation expense | 367 | 367 | |||||||||
Issuance of common stock for 401k match (in shares) | 13,739 | ||||||||||
Issuance of common stock for 401(k) match | $ 30 | 30 | |||||||||
Issuance of common stock and warrants in equity offering (net of issuance costs) (in shares) | 5,750,000 | ||||||||||
Issuance of common stock and warrants in equity offering, net of issuance costs | $ 3,125 | $ 58 | $ 3,067 | ||||||||
Issuance of common stock for director compensation (in shares) | 37,778 | 37,778 | |||||||||
Issuance of common stock for director compensation | $ 12 | 12 | |||||||||
Effect of foreign currency translation and unrealized loss on investments | (3) | (3) | |||||||||
Net loss | (3,726) | (3,726) | |||||||||
Balance (in shares) at Sep. 30, 2023 | 11,901,780 | ||||||||||
Balance at Sep. 30, 2023 | $ 392 | $ 119 | $ 411,406 | $ (247) | $ (410,886) |
NATURE OF BUSINESS AND BASIS OF
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | NATURE OF BUSINESS AND BASIS OF PRESENTATION Yield10 Bioscience, Inc. ("Yield10" or the "Company") is an agricultural bioscience company focused on the large-scale production of low carbon sustainable products from processing Camelina seed using the oilseed Camelina sativa ("Camelina") as a platform crop. In the near term the Company is focused on the production of two Camelina seed oil products for different markets including: • Camelina oil for use as a low carbon biofuel feedstock, and • Omega-3 oils for aquaculture feed, pharmaceuticals and nutrition. The co-product from producing these seed products is Camelina meal which has a protein content of over 40% and is currently approved for use in a range of animal feed rations. The Company's commercial plan is based on developing and releasing a series of proprietary elite Camelina seed varieties incorporating genetic traits from its development pipeline which offer improved on-farm performance that the Company anticipates will lead to increased acreage adoption and product revenue. Yield10 has completed the harvest of its winter 2022 and spring 2023 contracted production of Camelina grain, under grower contracts and made its first deliveries of Camelina grain to its offtake partners. Yield10 is headquartered in Woburn, Massachusetts and has an Oilseed Center of Excellence in Saskatoon, Saskatchewan, Canada. The accompanying condensed consolidated financial statements are presented in U.S. dollars, are unaudited, and have been prepared by Yield10 in accordance with generally accepted accounting principles in the United States of America ("GAAP") and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP. The condensed consolidated financial statements, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) necessary for fair statement of the financial position as of September 30, 2023 and December 31, 2022, and for the results of operations for the interim periods ended September 30, 2023 and September 30, 2022. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the entire fiscal year. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2022, which are contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 14, 2023. The accompanying condensed consolidated financial statements have been prepared on a basis which assumes that the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. With the exception of a single year, the Company has recorded losses since its initial founding, including in the three and nine months ended September 30, 2023. As of September 30, 2023, the Company held unrestricted cash and cash equivalents of $2,817. The Company follows the guidance of Accounting Standards Codification ("ASC") Topic 205-40, Presentation of Financial Statements-Going Concern , in order to determine whether there is substantial doubt about its ability to continue as a going concern for one year after the date its condensed consolidated financial statements are issued. The Company's ability to continue operations after its current cash resources are exhausted depends on its ability to obtain additional financing in the near term through, among other sources, public or private equity financing, secured or unsecured debt financing, equity or debt bridge financing, warrant holders' ability and willingness to exercise the Company's outstanding warrants, additional research grants or collaborative arrangements with third parties, as to which no assurance can be given. Management does not know whether additional financing will be available on terms favorable or acceptable to the Company, if at all. If adequate additional funds are not available in the near term, management will be forced to curtail the Company's research efforts, explore strategic alternatives and/or wind down the Company's operations and pursue options for liquidating its remaining assets, including intellectual property and equipment. Based on the Company's current cash forecast, management has determined that the Company's present capital resources will not be sufficient to fund its planned operations for at least one year from when these condensed consolidated financial statements are issued, which raises substantial doubt as to the Company's ability to continue as a going concern. This forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of expenses could vary materially and adversely as a result of a number of factors. If the Company issues equity or debt securities to raise additional funds, (i) the Company would likely incur fees associated with such issuance, (ii) its existing stockholders would likely experience dilution from the issuance of new equity securities, (iii) the Company may incur ongoing interest expense and be required to grant a security interest in Company assets in connection with any debt issuance, and (iv) the new equity or debt securities may have rights, preferences and privileges senior to those of the Company’s existing stockholders. In addition, utilization of the Company’s net operating loss and research and development credit carryforwards may be subject to significant annual limitations under Section 382 of the Internal Revenue Code due to ownership changes resulting from equity financing transactions. If the Company raises additional funds through collaboration, licensing or other similar arrangements, it may be necessary to relinquish valuable rights to its potential products or proprietary technologies or grant licenses on terms that are not favorable to the Company. On April 27, 2023, the Company signed a non-binding letter of intent (“LOI”) with Marathon Petroleum Corporation ("Marathon") for a potential investment in Yield10 by Marathon and for an offtake agreement for low-carbon intensity Camelina feedstock oil to be used in renewable fuels production. In connection with signing the LOI, the Company sold and issued to MPC Investment LLC ("Purchaser"), an affiliate of Marathon, a senior unsecured convertible note in the original principal amount of $1,000 (the “Convertible Note”) which is convertible into shares of the Company’s common stock, at maturity, at a conversion price equal to $3.07 per share, subject to any mandatory adjustments and certain conditions and limitations set forth in the Convertible Note. Yield10 sold and issued the Convertible Note pursuant to a securities purchase agreement, dated April 28, 2023, between the Company and the Purchaser and the proceeds of the Convertible Note have been received. The Company continues to use the net proceeds from the Convertible Note for working capital and general corporate purposes. On May 5, 2023, the Company raised $3,000 in gross proceeds through the issuance of the Company's common stock and pre-funded warrants in a registered direct offering and warrants in a concurrent private placement with investors. Under the terms of the securities purchase agreement, Yield10 agreed to sell 931,600 shares of common stock and 75,110 pre-funded warrants that were exercised and converted to common stock shortly after completion of the offering. The Company also agreed to issue unregistered warrants to purchase 1,006,710 shares of common stock. The combined effective offering price for one share of common stock (or pre-funded warrants in lieu thereof) and accompanying warrant was $2.98. The Company received proceeds of $2,717, from the offering, net of $283 in issuance costs. |
ACCOUNTING POLICIES
ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
ACCOUNTING POLICIES | ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, including accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets GAAP that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the unaudited condensed consolidated financial statements are to the ASC. The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions were eliminated, including transactions with its subsidiaries, Yield10 Oilseeds Inc. ("YOI") and Yield10 Bioscience Securities Corp. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's unaudited condensed consolidated balance sheets included herein: September 30, December 31, Cash and cash equivalents $ 2,817 $ 2,356 Restricted cash 264 264 Total cash, cash equivalents and restricted cash $ 3,081 $ 2,620 Amounts included in restricted cash represent those required to be set aside by contractual agreement. Restricted cash of $264 at September 30, 2023 and December 31, 2022 consists primarily of funds held in connection with the Company's lease agreement for its Woburn, Massachusetts facility. Investments The Company classifies investments purchased with an original maturity date of more than ninety days at the date of purchase and a maturity date of one year or less at the balance sheet date to be short-term investments. The Company classifies investments with a maturity date of greater than one year from the balance sheet date as long-term investments. Other-than-temporary impairments of equity investments are recognized in the Company's unaudited condensed consolidated statements of operations if the Company has experienced a credit loss and has the intent to sell the investment or if it is more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. Realized gains and losses, dividends, interest income and declines in value judged to be other-than-temporary credit losses are included in other income (expense) within the Company's condensed consolidated statements of operations. Any premium or discount arising at purchase is amortized and/or accreted to interest income. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of grant revenue and expenses during the reporting periods. Actual results could differ from those estimates. Foreign Currency Translation The functional currency for YOI is the Canadian dollar. Foreign denominated assets and liabilities of YOI are translated into U.S. dollars at the prevailing exchange rates in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are recorded in accumulated other comprehensive income (loss) in the unaudited condensed consolidated balance sheet. When the Company dissolves, sells all or substantially all of the assets of a consolidated foreign subsidiary, the cumulative translation gain or loss of that subsidiary is released from comprehensive income (loss) and included within its unaudited condensed consolidated statement of operations during the fiscal period when the dissolution or sale occurs. Comprehensive Loss Comprehensive loss is comprised of net loss and certain changes in stockholders' equity that are excluded from net loss. The Company includes unrealized gains and losses on debt securities and foreign currency translation adjustments in other comprehensive loss. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the unaudited condensed consolidated financial statements or in the Company's tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce deferred tax assets to a level which, more likely than not, will be realized. The Company accounts for uncertain tax positions using a "more-likely-than-not" threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The provision for income taxes includes the effects of any resulting tax reserves or unrecognized tax benefits that are considered appropriate as well as the related net interest and penalties, if any. The Company evaluates uncertain tax positions on a quarterly basis and adjusts the level of the liability to reflect any subsequent changes in the relevant facts surrounding the uncertain positions. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company has historically invested its cash in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments, when purchased, are acquired in accordance with the Company’s investment policy which establishes a concentration limit per issuer. The Company's work in support of a Michigan State University ("MSU") grant from the Department of Energy ("DOE") was completed during the first quarter of 2023, with no further revenue to be recognized. All amounts due from the Company's sub-award have been invoiced and collected. At December 31, 2022, the Company's unbilled receivables of $30 were due from MSU for its support to the DOE grant. Fair Value Measurements The carrying amounts of the Company's financial instruments as of September 30, 2023 and December 31, 2022, which include cash equivalents, restricted cash, unbilled receivables, accounts payable, and accrued expenses, approximate their fair values due to the short-term nature of these instruments. See Note 5 for further discussion on fair value measurements. Segment Information The accounting guidance for segment reporting establishes standards for reporting information on operating segments in financial statements. The Company is an agricultural bioscience company operating in one segment, which is the development of improved Camelina plant varieties to produce proprietary products, and to produce other high value genetic traits for the agriculture and food industries. The Company's chief operating decision-maker does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company's consolidated operating results. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Repairs and maintenance are charged to operating expense as incurred. Depreciation and amortization expense is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows: Asset Description Estimated Useful Life (years) Equipment 3 Furniture and fixtures 5 Software 3 Leasehold improvements Shorter of useful life or term of lease Lease Accounting As a lessee, the Company follows the lease accounting guidance codified in ASC 842. A lease is classified as a finance lease if any of five criteria described in the guidance apply to the lease and any lease not classified as a finance lease is classified as an operating lease with expense recognition occurring on a straight-line basis over the term of the lease. Under ASC 842, the Company records a lease liability on the commencement date of a lease calculated as the present value of the lease payments, using the interest rate implicit in the lease, or if that rate is not readily determinable, using the Company's incremental borrowing rate. A right-of-use asset equal to the lease liability is also recorded with adjustments made, as necessary, for lease prepayments, lease accruals, initial direct costs and lessor lease incentives that may be present within the terms of the lease. The Company adopted the short-term lease exception that permits lessees to omit leases with terms of twelve months or less from the accounting requirements of ASC 842. Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Accounting guidance further requires that companies recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and measure an impairment loss as the difference between the carrying amount and fair value of the asset. Revenue The Company has historically earned revenue from government research grants, in which it served as either the primary contractor or as a subcontractor. These grants were considered a central operation of the Company's business. Grant revenue was earned as research expenses related to the grants were incurred. Revenue earned on government grants, but not yet invoiced as of the balance sheet date, were recorded as unbilled receivables in the accompanying unaudited condensed consolidated balance sheet at December 31, 2022. Funds received from government grants in advance of work being performed, if any, were recorded as deferred revenue until earned. Research and Development All costs associated with internal research and development are expensed as incurred. Research and development expenses include, among others, direct costs for salaries, employee benefits, subcontractors, crop trials, regulatory activities, facility related expenses, depreciation, and stock-based compensation. Costs incurred for seed multiplication and processing and the cost of harvested Camelina grain purchased from growers under grain production contracts are included within research and development expense until the Company completes its transition to established commercial operations, at which time these costs are expected to be recorded within inventory. Costs incurred in connection with government research grants are recorded as research and development expense. During the three months ended September 30, 2023, amounts due to Yield10 for Camelina planting seed delivered to growers and from the Company's grain purchases delivered to its grain offtake partner have been recorded as an offset to research and development expense. Yield10 needs to more fully establish its commercial operations, ensure the profitable economics of its Camelina product as a biofuel feedstock and validate grower acceptance of the crop through larger acreage adoption before recording these amounts as product revenue. Until then, the Company will consider its early, small-scale acreage production of Camelina, such as the ones completed during 2023, to be an initial proof of concept, or prototype, as defined under ASC 740, Research and Development . Yield10 will transition to commercialization and begin recording Camelina seed and grain inventory, cost of goods sold and product sales once the Company is satisfied the product has met these requirements. General and Administrative Expenses The Company's general and administrative expense includes costs for salaries, employee benefits, facilities expenses, consulting and professional service fees, travel expenses, depreciation, stock-based compensation and office related expenses incurred to support the administrative and business development of the Company. Intellectual Property Costs The Company includes all costs associated with the prosecution and maintenance of patents within general and administrative expenses in the Company's unaudited condensed consolidated statements of operations. Stock-Based Compensation All share-based payments to employees, members of the Board of Directors and non-employees are recognized within operating expenses based on the straight-line recognition of their grant date fair value over the period during which the recipient is required to provide service in exchange for the award. See Note 7 for a description of the types of stock-based awards granted, the compensation expense related to such awards and detail of equity-based awards outstanding. Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. In June 2016, the FASB issued A SU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date as the initial pronouncement. This standard requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings and report credit losses using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This standard limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The guidance is effective for annual periods beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies and interim periods within those fiscal years. The adoption of this standard has not materially impacted the Company’s condensed consolidated financial statements . |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
BASIC AND DILUTED NET LOSS PER SHARE | BASIC AND DILUTED NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of common shares outstanding. Diluted net loss per share is computed by dividing net income available to common stockholders by the weighted-average number of dilutive common shares outstanding during the period. Diluted shares outstanding is calculated by adding to the weighted shares outstanding any potential (unissued) shares of common stock from outstanding stock options and warrants based on the treasury stock method, as well as weighted shares outstanding of any potential (unissued) shares of common stock from restricted stock units. In periods when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods when a loss is reported, basic and dilutive loss per share are the same. Common stock equivalents include stock options, restricted stock awards and warrants. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their antidilutive effect: As of September 30, 2023 2022 Options 1,145,075 953,787 Restricted Stock Awards — 27,123 Warrants 7,886,008 1,290,273 Total 9,031,083 2,271,183 |
INVESTMENTS
INVESTMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
INVESTMENTS | INVESTMENTS The Company's investments consisted of the following at December 31, 2022: Accumulated Cost at December 31, 2022 Unrealized Market Value at December 31, 2022 Gain (Loss) Short-term investments U.S. government and agency securities $ 1,992 $ — $ (1) $ 1,991 Total $ 1,992 $ — $ (1) $ 1,991 The Company did not hold any investments at September 30, 2023. All investments held on December 31, 2022 were classified as available for sale. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS The Company has certain financial assets recorded at fair value which have been classified as Level 1 and Level 2 within the fair value hierarchy as described in the accounting standards for fair value measurements. Fair value is the price that would be received from the sale of an asset or the price paid to transfer a liability in an orderly transaction between independent market participants at the measurement date. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets for identical instruments. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. The fair value hierarchy level is determined by the lowest level of significant input. The Company’s financial assets classified as Level 2 at September 30, 2023 and December 31, 2022 were initially valued at the transaction price and subsequently valued utilizing third-party pricing services. Because the Company’s investment portfolio may include securities that do not always trade on a daily basis, the pricing services use many observable market inputs to determine value including reportable trades, benchmark yields and benchmarking of like securities. The Company validates the prices provided by the third-party pricing services by reviewing their pricing methods and obtaining market values from other pricing sources. After completing the validation procedures, the Company did not adjust or override any fair value measurements provided by these pricing services as of September 30, 2023 and December 31, 2022. The tables below present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value. Fair value measurements at reporting date using Quoted prices in active markets for identical Significant other Significant Balance as of Description (Level 1) (Level 2) (Level 3) September 30, 2023 Cash equivalents: Money market funds $ 665 $ — $ — $ 665 Total assets $ 665 $ — $ — $ 665 Fair value measurements at reporting date using Quoted prices in active markets for identical Significant other Significant Balance as of Description (Level 1) (Level 2) (Level 3) December 31, 2022 Cash equivalents: Money market funds $ 1,633 $ — $ — $ 1,633 Short-term investments: U.S. government and agency securities — 1,991 — 1,991 Total assets $ 1,633 $ 1,991 $ — $ 3,624 There were no transfers of financial assets between category levels during the three and nine months ended September 30, 2023 and the three and nine months ended September 30, 2022. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | ACCRUED EXPENSES Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022: September 30, December 31, Employee compensation and benefits $ 417 $ 39 Leased facilities 56 81 Professional services 377 264 Field trials and related expenses 543 146 Camelina seed and grain production 325 127 Other 226 269 Total accrued expenses $ 1,944 $ 926 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Expense Information for Employee and Non-Employee Stock Awards The Company recognized stock-based compensation expense related to stock awards, including awards to non-employees and members of the Board of Directors, of $379 and $1,209 for the three and nine months ended September 30, 2023, respectively, and $447 and $1,458 for the three and nine months ended September 30, 2022, respectively. At September 30, 2023, there was approximately $2,404 of unvested awards not yet recognized as compensation expense. The compensation expense related to unvested stock awards is expected to be recognized over a remaining weighted average period of 2.19 years. Stock Options A summary of option activity for the nine months ended September 30, 2023 is as follows: Number of Weighted Average Outstanding at December 31, 2022 979,748 $ 14.10 Granted 261,400 3.54 Exercised — — Forfeited (66,423) 6.35 Expired (29,650) 18.71 Outstanding at September 30, 2023 1,145,075 $ 12.02 Options exercisable at September 30, 2023 601,838 $ 18.03 In accordance with the terms of the Company's 2018 Stock Option and Incentive Plan ("2018 Stock Plan"), Yield10's Board of Directors approved the addition of 247,210, 244,092 and 166,702 shares to the 2018 Stock Plan, on the first day of 2023, 2022 and 2021, respectively, each of which represented 5% of the Company's outstanding common stock on the day prior to each increase. At the Company 2023 annual meeting of stockholders held on May 25, 2023, stockholders approved an amendment and restatement of the 2018 Stock Plan to increase the aggregate number of shares of the Company’s common stock that may be issued under the 2018 Plan by 500,000 shares, As of September 30, 2023, 581,803 shares remain available to be awarded from the 2018 Stock Plan. Restricted Stock Units The Company records stock compensation expense for restricted stock units ("RSUs") on a straight-line basis over their requisite service period, which approximates the vesting period, based on each RSU's award date fair market value. As RSUs vest, the Company withholds a number of shares from its employees with an aggregate fair market value equal to the minimum tax withholding amount from the common stock issuable at the vest date. During the nine months ended September 30, 2023, 27,123 employee RSUs vested, of which 9,483 common shares with a total market value of $34 were withheld to pay employee tax withholding. A summary of RSUs activity for the nine months ended September 30, 2023 is as follows: Number of RSUs Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2022 27,123 Awarded — Released (27,123) Outstanding at September 30, 2023 — 0.00 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
LEASES | LEASES Maturity Analysis of Lease Liabilities The Company's right-of-use assets and corresponding lease liabilities recorded under ASC 842 include its facility lease for its headquarters located in Woburn, Massachusetts, and a small number of automobile leases entered into under a fleet leasing program during the nine months ended September 30, 2023. At September 30, 2023, the Company's lease liability related to its Woburn facility and leased automobiles will mature as follows: Year ended December 31, Undiscounted Cash Flows 2023 (October to December) $ 200 2024 810 2025 832 2026 784 2027 24 Thereafter 4 Total undiscounted future lease payments 2,654 Amount of lease payments representing interest (306) Total lease liabilities $ 2,348 Short-term lease liability $ 651 Long-term lease liability $ 1,697 At September 30, 2023, the real estate lease for the Company's Woburn facility represented 94.7% of the Company's lease liabilities of $2,654 reflected in the table above. Quantitative Disclosure of Lease Costs Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease cost: Operating lease cost $ 162 $ 151 $ 463 $ 454 Short-term lease cost 184 177 582 509 Sublease income (162) (155) (497) (450) Total lease cost, net $ 184 $ 173 $ 548 $ 513 Other information as of: September 30, 2023 December 31, 2022 Weighted-average remaining lease term (years) 3.2 3.9 Weighted-average discount rate 7.52% 7.25% Real Estate Leases During 2016, the Company entered into a lease agreement, as amended, for its headquarters pursuant to which the Company leases 22,213 square feet of office and research and development space located at 19 Presidential Way, Woburn, Massachusetts. The lease agreement will terminate on November 30, 2026 and does not include options for an early termination or for an extension of the lease. Pursuant to the lease, the Company is required to pay certain pro rata taxes and operating costs associated with the premises throughout the term of the lease. During the initial buildout of the rented space, the landlord paid for certain tenant improvements that resulted in increased rental payments by the Company. As required by ASC 842, these improvements were recorded as a reduction in the valuation of the associated right-of-use asset. The Company has provided the landlord with a security deposit of $229. In October 2016, the Company entered into a sublease agreement with a subsidiary of CJ CheilJedang Corporation ("CJ") with respect to CJ's sublease of approximately 9,874 square feet of its leased facility located in Woburn, Massachusetts. The CJ sublease is coterminous with the Company's master lease and CJ will pay rent and operating expenses proportionate to the amounts payable to the landlord by the Company, as adjusted from time to time in accordance with the terms of the master lease. Future CJ sublease payments have not been presented as an offset to total undiscounted future lease payments of $2,654 shown in the lease maturity analysis table above. CJ provided the Company with a security deposit of $103 in the form of an irrevocable letter of credit. The Company's wholly-owned subsidiary, YOI, located in Saskatoon, Saskatchewan, Canada, leases approximately 9,600 square feet of office, laboratory and greenhouse space located within Innovation Place at 410 Downey Road and within the research facility of National Research Council Canada located at 110 Gymnasium Place. None of the leases contain renewal or early termination options. YOI's leases for these facilities expire on various dates through May 31, 2024. Vehicle Leases During the nine months ended September 30, 2023, the Company entered into a fleet leasing program in order to provide vehicles to employees who travel extensively throughout western Canada and the northwestern United States in support of Camelina field operations. These vehicle leases generally have terms of four |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contractual Commitments Exclusive Collaboration Agreement with Rothamsted Research ("Rothamsted") In November 2020, the Company signed an exclusive collaboration agreement with UK-based Rothamsted to support Rothamsted’s program to develop omega-3 oils in Camelina sativa. Under the agreement, Yield10 has provided Rothamsted with financial support for ongoing research including further EPA, DHA+EPA trait improvement, field testing and nutritional studies. The Company paid Rothamsted research funding and option fees totaling $219, with a final payment of $31 remaining to be paid as of September 30, 2023, related to a final deliverable to be received from Rothamsted. Included within the agreement, the Company had an exclusive two-year option to sign a global, exclusive or non-exclusive license agreement to the technology. In November 2022, Yield10 and Rothamsted agreed to extend the collaboration agreement and in October 2023, the Company exercised its option to sign the exclusive license agreement for the technology. License Agreement with the University of Missouri ("UM") Pursuant to a license agreement with UM dated as of May 17, 2018, Yield10 has an exclusive, worldwide license to two novel gene technologies to boost oil content in crops. Both technologies are based on significant new discoveries around the function and regulation of ACCase, a key rate-limiting enzyme involved in oil production. The UM license was expanded during May 2019 to include an exclusive worldwide license to a third gene in the ACCase complex, that the Company has designated C3012, that may complement the activity of C3007 to boost oil content in crops. Pursuant to the UM license agreement, the Company is required to use diligent efforts to develop licensed products throughout the licensed field and to introduce licensed products into the commercial market. The Company's failure to achieve any milestone provided for under the license agreement would give UM the right to terminate the license agreement or render it nonexclusive, unless the Company is able to reach agreement with UM as to the potential adjustment of the applicable milestone. The Company is obligated to pay UM a license execution payment, milestone payments relating to any regulatory filings and approvals covered by the license agreement, royalties on any sales of licensed products following regulatory approval, as well as a percentage of any sublicense royalties, if any, related to the licensed products. The Company or UM may terminate the license agreement in accordance with the terms of the agreement. Guaranteed Minimum Payments to Growers and Seed Producers As an incentive for growers located in Canada and the U.S. to enter into Camelina commercial grain production contracts with the Company for the winter 2022 and spring 2023 growing seasons, Yield10 offered minimum guaranteed payments per acre that reduce growers' risk of financial loss. The cost of these minimum payments was generally accrued on a straight-line basis over the expected growing season unless evidence close to the time of harvest clearly indicated that a grower's harvest would exceed the amount of the guarantee. Payment of minimum guarantees was conditional upon each grower fulfilling their contractual responsibilities and were offset by the purchase price of Yield10's Camelina planting seed provided to the growers and the contractual price that the Company will pay for the actual amount of grain that is harvested. For grain deliveries made to Yield10 during the three months ended September 30, 2023, the Company paid growers approximately $11, representing the difference between the amounts contractually guaranteed and the actual amount of the delivered harvest. At September 30, 2023 and December 31, 2022, the Company recorded minimum payment accruals of $77 and $25, respectively, net of the growers' obligation to pay for the planting seed. Beginning with the winter 2023/2024 growing season, the Company will discontinue the grower minimum payment incentive program. The Company has also entered into Camelina seed production agreements with certain seed producers containing minimum contract guarantees per acre. At September 30, 2023 and December 31, 2022, the Company recorded an accrual of approximately $20 and $69, respectively, for these minimum contract guarantees, net of progress payments made by Yield10 as of that date. Facility Leases The Company leases facilities under non-cancelable leases expiring at various dates through November 30, 2026. See Note 8. Litigation From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business. The Company is not currently aware of any such proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on its business, financial condition or results of operations. Guarantees As of September 30, 2023 and December 31, 2022, the Company did not have significant liabilities recorded for guarantees. The Company enters into indemnification provisions under various agreements with other companies in the ordinary course of business, typically with business partners and contractors. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of its activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. However, to date the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As a result, the estimated fair value of these agreements is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of September 30, 2023 and December 31, 2022. |
LICENSE AGREEMENTS
LICENSE AGREEMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LICENSE AGREEMENTS | LICENSE AGREEMENTS In October 2019, the Company granted a non-exclusive license to J. R. Simplot ("Simplot"), to evaluate three of the Company's novel traits in potato. Under the license agreement, Simplot plans to conduct research with the yield traits C3003, C3004 and C4001 within its research and development program as a strategy to improve crop performance and sustainability. In September 2022, the Company and Simplot amended the license agreement in order to extend it for a fourth year. In August 2020, the Company entered into a non-exclusive research agreement with GDM, a company specializing in plant genetics, to evaluate novel yield traits in soybean. Under the terms of the agreement, GDM is working with the Company's yield traits within its research and development program as a strategy to improve soybean yield performance and sustainability. The research agreement includes three novel yield traits in the first phase with the potential to expand the program to more traits in the future. In September 2023, the Company and GDM amended the research agreement to extend the term of the agreement through August 2025, in order to allow GDM more time to complete its evaluations. Neither of these research arrangements provides significant licensing revenue to the Company while Simplot and GDM perform trait evaluations. |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
GEOGRAPHIC INFORMATION | GEOGRAPHIC INFORMATION The geographic distribution of the Company’s grant revenues and long-lived assets are summarized in the tables below. Foreign revenue is based on the country in which the Company’s subsidiary that earned the revenue is domiciled. U.S. Canada Total Three Months Ended September 30, 2023 Revenue $ — $ — $ — Three Months Ended September 30, 2022 Revenue $ 111 $ — $ 111 Nine Months Ended September 30, 2023 Revenue $ 60 $ — $ 60 Nine Months Ended September 30, 2022 Revenue $ 363 $ — $ 363 Identifiable long-lived assets September 30, 2023 $ 517 $ 77 $ 594 September 30, 2022 $ 722 $ 118 $ 840 |
CAPITAL STOCK AND WARRANTS
CAPITAL STOCK AND WARRANTS | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
CAPITAL STOCK AND WARRANTS | CAPITAL STOCK AND WARRANTS Common Stock Public Offering On August 15, 2023, the Company closed on a public offering of 5,750,000 units at a public offering price of $0.65 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 $0.65 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 931,600 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 75,110 shares of common stock, and (iii) private placement warrants (the “Private Warrants”) to purchase an aggregate of 1,006,710 shares of common stock. The Shares, Pre-Funded Warrant and Private Warrants were sold on a combined basis for consideration equating to $2.98 for one Share and a Private Warrant to purchase one underlying share of common stock (or in lieu thereof, $2.9799 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 $0.0001 per underlying share. The exercise price of the Private Warrant is $2.98 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 75,110 shares of the Company's common stock. The Private Warrant was sold in a concurrent private placement (the “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 become exercisable beginning six months from the date of issuance, on November 6, 2023, and 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 94,665 shares of common stock, all within the three months ended March 31, 2023, at per share prices between $3.03 and $4.08, resulting in gross proceeds to the Company of $299 before offering costs and sales commissions totaling $196. Board of Director Stock Issuances During the three and nine months ended September 30, 2023, certain members of the Company's Board of Directors elected to receive 37,778 shares and 47,808 shares, respectively, of Yield10 common stock in lieu of receiving $12 and $37, respectively, 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 September 30, 2023: Issuance Number of Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price Per Share of Common Stock Expiration Date August 2023 Public Offering 5,750,000 $ 0.65 August 15, 2028 May 2023 Registered Direct and Concurrent Private Placement 1,006,710 $ 2.98 November 6, 2028 (1) November 2019 Public Offering - Series B 395,528 $ 8.00 May 19, 2027 November 2019 Private Placement - Series B 718,750 $ 8.00 May 19, 2027 July 2017 Registered Direct Offering 14,270 $ 201.60 January 7, 2024 Consultant 750 $ 116.00 September 11, 2024 Total outstanding warrants 7,886,008 (1) Warrants issued in the Company's May 2023 registered direct and concurrent private placement offerings are not eligible to be exercised until November 6, 2023. The following shares of common stock have been reserved for future issuance upon exercise of stock options, vesting of RSUs and conversion of warrants: September 30, December 31, Stock Options 1,145,075 979,748 RSUs — 27,123 Warrants 7,886,008 1,129,298 Total number of common shares reserved for future issuance 9,031,083 2,136,169 |
CONVERTIBLE NOTE PAYABLE, NET
CONVERTIBLE NOTE PAYABLE, NET | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE NOTE PAYABLE, NET | CONVERTIBLE NOTE PAYABLE, NET On April 27, 2023, the Company signed a non-binding letter of intent (“LOI”) with Marathon Petroleum Corporation for a potential investment in Yield10 by Marathon and for an offtake agreement for low-carbon intensity Camelina feedstock oil to be used in renewable fuels production. In connection with signing the LOI, the Company sold and issued to MPC Investment LLC, an affiliate of Marathon, a senior unsecured convertible note in the original principal amount of $1,000 (the “Convertible Note”) which is convertible into shares of the Company’s common stock at a conversion price equal to $3.07 per share, subject to any mandatory adjustments and certain conditions and limitations set forth in the Convertible Note. If not converted or terminated earlier, all outstanding principal and accrued and unpaid interest on the Convertible Note will be due and payable in full in cash on the Convertible Note's expected maturity date of August 24, 2024. Yield10 continues to use the net proceeds of $967, after debt issuance costs of $33, from the Convertible Note for working capital and general corporate purposes. The Convertible Note contains customary events of default for such an instrument, accrues interest at 8.0% per annum, payable semi-annually in arrears, and is expected to mature on August 24, 2024, unless earlier repaid or converted prior to such date in accordance with its terms. The Company may, at its option prior to any interest payment date, pay the interest due on such interest payment date in kind ("PIK Interest"), in which case such PIK Interest will be capitalized and added to the unpaid principal amount of the Convertible Note. Interest expense accrued on the Convertible Note through September 30, 2023 is included in other income (expense), net, in the Company's condensed consolidated statements of operations included herein. The issuance costs of $33 are being amortized as interest expense, using the effective interest rate method, through the expected maturity date of August 24, 2024, resulting in an effective interest rate of 10.7%. At September 30, 2023, $23 in issuance costs remain to be amortized through the Maturity Date. If Yield10 and Marathon enter into a definitive offtake |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (3,726) | $ (3,489) | $ (11,189) | $ (10,263) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | During the three months ended September 30, 2023 , a Rule 10b5-1 trading plan for the sale of Yield10 common stock entered into by Charles B. Haaser, our principal financial and accounting officer, expired unused. Other than Mr. Haaser, none of our directors or other executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c), and none of our directors or executive officers adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K). | |
Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Charles B. Haaser [Member] | ||
Trading Arrangements, by Individual | ||
Name | Charles B. Haaser | |
Title | principal financial and accounting officer | |
Rule 10b5-1 Arrangement Adopted | true |
ACCOUNTING POLICIES (Policies)
ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, including accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets GAAP that the Company follows to ensure its financial condition, results of operations, and cash flows are consistently reported. References to GAAP issued by the FASB in these notes to the unaudited condensed consolidated financial statements are to the ASC. |
Principles of Consolidation | The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions were eliminated, including transactions with its subsidiaries, Yield10 Oilseeds Inc. ("YOI") and Yield10 Bioscience Securities Corp. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments purchased with an original maturity date of ninety days or less at the date of purchase to be cash equivalents. |
Investments | Investments The Company classifies investments purchased with an original maturity date of more than ninety days at the date of purchase and a maturity date of one year or less at the balance sheet date to be short-term investments. The Company classifies investments with a maturity date of greater than one year from the balance sheet date as long-term investments. Other-than-temporary impairments of equity investments are recognized in the Company's unaudited condensed consolidated statements of operations if the Company has experienced a credit loss and has the intent to sell the investment or if it is more likely than not that the Company will be required to sell the investment before recovery of the amortized cost basis. Realized gains and losses, dividends, interest income and declines in value judged to be other-than-temporary credit losses are included in other income (expense) within the Company's condensed consolidated statements of operations. Any premium or discount arising at purchase is amortized and/or accreted to interest income. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of grant revenue and expenses during the reporting periods. Actual results could differ from those estimates. |
Foreign Currency Translation | Foreign Currency TranslationThe functional currency for YOI is the Canadian dollar. Foreign denominated assets and liabilities of YOI are translated into U.S. dollars at the prevailing exchange rates in effect on the balance sheet date. Revenues and expenses are translated at average exchange rates prevailing during the period. Any resulting translation gains or losses are recorded in accumulated other comprehensive income (loss) in the unaudited condensed consolidated balance sheet. When the Company dissolves, sells all or substantially all of the assets of a consolidated foreign subsidiary, the cumulative translation gain or loss of that subsidiary is released from comprehensive income (loss) and included within its unaudited condensed consolidated statement of operations during the fiscal period when the dissolution or sale occurs. |
Comprehensive Income (Loss) | Comprehensive Loss Comprehensive loss is comprised of net loss and certain changes in stockholders' equity that are excluded from net loss. The Company includes unrealized gains and losses on debt securities and foreign currency translation adjustments in other comprehensive loss. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the unaudited condensed consolidated financial statements or in the Company's tax returns. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is provided to reduce deferred tax assets to a level which, more likely than not, will be realized. The Company accounts for uncertain tax positions using a "more-likely-than-not" threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors that include, but are not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The provision for income taxes includes the effects of any resulting tax reserves or unrecognized tax benefits that are considered appropriate as |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents, restricted cash, short-term investments and accounts receivable. The Company has historically invested its cash in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments, when purchased, are acquired in accordance with the Company’s investment policy which establishes a concentration limit per issuer. |
Fair Value Measurements | Fair Value MeasurementsThe carrying amounts of the Company's financial instruments as of September 30, 2023 and December 31, 2022, which include cash equivalents, restricted cash, unbilled receivables, accounts payable, and accrued expenses, approximate their fair values due to the short-term nature of these instruments. |
Segment Information | Segment Information The accounting guidance for segment reporting establishes standards for reporting information on operating segments in financial statements. The Company is an agricultural bioscience company operating in one segment, which is the development of improved Camelina plant varieties to produce proprietary products, and to produce other high value genetic traits for the agriculture and food industries. The Company's chief operating decision-maker does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based on the Company's consolidated operating results. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Repairs and maintenance are charged to operating expense as incurred. Depreciation and amortization expense is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows: Asset Description Estimated Useful Life (years) Equipment 3 Furniture and fixtures 5 Software 3 Leasehold improvements Shorter of useful life or term of lease |
Right-of-Use Assets | Lease Accounting As a lessee, the Company follows the lease accounting guidance codified in ASC 842. A lease is classified as a finance lease if any of five criteria described in the guidance apply to the lease and any lease not classified as a finance lease is classified as an operating lease with expense recognition occurring on a straight-line basis over the term of the lease. Under ASC 842, the Company records a lease liability on the commencement date of a lease calculated as the present value of the lease payments, using the interest rate implicit in the lease, or if that rate is not readily determinable, using the Company's incremental borrowing rate. A right-of-use asset equal to the lease liability is also recorded with adjustments made, as necessary, for lease prepayments, lease accruals, initial direct costs and lessor lease incentives that may be present within the terms of the lease. The Company adopted the short-term lease exception that permits lessees to omit leases with terms of twelve months or less from the accounting requirements of ASC 842. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Accounting guidance further requires that companies recognize an impairment loss only if the carrying amount of a long-lived asset is not recoverable based on its undiscounted future cash flows and measure an impairment loss as the difference between the carrying amount and fair value of the asset. |
Grant Revenue | Revenue The Company has historically earned revenue from government research grants, in which it served as either the primary contractor or as a subcontractor. These grants were considered a central operation of the Company's business. Grant revenue was earned as research expenses related to the grants were incurred. Revenue earned on government grants, but not yet invoiced as of the balance sheet date, were recorded as unbilled receivables in the accompanying unaudited condensed consolidated balance sheet at December 31, 2022. Funds received from government grants in advance of work being performed, if any, were recorded as deferred revenue until earned. |
Research and Development | Research and Development All costs associated with internal research and development are expensed as incurred. Research and development expenses include, among others, direct costs for salaries, employee benefits, subcontractors, crop trials, regulatory activities, facility related expenses, depreciation, and stock-based compensation. Costs incurred for seed multiplication and processing and the cost of harvested Camelina grain purchased from growers under grain production contracts are included within research and development expense until the Company completes its transition to established commercial operations, at which time these costs are expected to be recorded within inventory. Costs incurred in connection with government research grants are recorded as research and development expense. During the three months ended September 30, 2023, amounts due to Yield10 for Camelina planting seed delivered to growers and from the Company's grain purchases delivered to its grain offtake partner have been recorded as an offset to research and development expense. Yield10 needs to more fully establish its commercial operations, ensure the profitable economics of its Camelina product as a biofuel feedstock and validate grower acceptance of the crop through larger acreage adoption before recording these amounts as product revenue. Until then, the Company will consider its early, small-scale acreage production of Camelina, such as the ones completed during 2023, to be an initial proof of concept, or prototype, as defined under ASC 740, Research and Development |
General and Administrative Expenses | General and Administrative Expenses The Company's general and administrative expense includes costs for salaries, employee benefits, facilities expenses, consulting and professional service fees, travel expenses, depreciation, stock-based compensation and office related expenses incurred to support the administrative and business development of the Company. |
Intellectual Property Costs | Intellectual Property Costs The Company includes all costs associated with the prosecution and maintenance of patents within general and administrative expenses in the Company's unaudited condensed consolidated statements of operations. |
Stock-based Compensation | Stock-Based CompensationAll share-based payments to employees, members of the Board of Directors and non-employees are recognized within operating expenses based on the straight-line recognition of their grant date fair value over the period during which the recipient is required to provide service in exchange for the award. |
Recent Accounting Standards | Recent Accounting Standards From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company adopts as of the specified effective date. In June 2016, the FASB issued A SU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date as the initial pronouncement. This standard requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings and report credit losses using an expected losses model rather than the incurred losses model that was previously used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, this standard now requires allowances to be recorded instead of reducing the amortized cost of the investment. This standard limits the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. The guidance is effective for annual periods beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies and interim periods within those fiscal years. The adoption of this standard has not materially impacted the Company’s condensed consolidated financial statements . |
ACCOUNTING POLICIES (Tables)
ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Restricted Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's unaudited condensed consolidated balance sheets included herein: September 30, December 31, Cash and cash equivalents $ 2,817 $ 2,356 Restricted cash 264 264 Total cash, cash equivalents and restricted cash $ 3,081 $ 2,620 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's unaudited condensed consolidated balance sheets included herein: September 30, December 31, Cash and cash equivalents $ 2,817 $ 2,356 Restricted cash 264 264 Total cash, cash equivalents and restricted cash $ 3,081 $ 2,620 |
Estimated Useful Lives of Property and Equipment | Depreciation and amortization expense is computed using the straight-line method over the estimated useful lives of the assets once they are placed in service as follows: Asset Description Estimated Useful Life (years) Equipment 3 Furniture and fixtures 5 Software 3 Leasehold improvements Shorter of useful life or term of lease |
BASIC AND DILUTED NET LOSS PE_2
BASIC AND DILUTED NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of number of shares of potentially dilutive common stock related to options and warrants that were excluded from the calculation of dilutive shares | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their antidilutive effect: As of September 30, 2023 2022 Options 1,145,075 953,787 Restricted Stock Awards — 27,123 Warrants 7,886,008 1,290,273 Total 9,031,083 2,271,183 |
INVESTMENTS (Tables)
INVESTMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investment holdings | The Company's investments consisted of the following at December 31, 2022: Accumulated Cost at December 31, 2022 Unrealized Market Value at December 31, 2022 Gain (Loss) Short-term investments U.S. government and agency securities $ 1,992 $ — $ (1) $ 1,991 Total $ 1,992 $ — $ (1) $ 1,991 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis | The tables below present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value. Fair value measurements at reporting date using Quoted prices in active markets for identical Significant other Significant Balance as of Description (Level 1) (Level 2) (Level 3) September 30, 2023 Cash equivalents: Money market funds $ 665 $ — $ — $ 665 Total assets $ 665 $ — $ — $ 665 Fair value measurements at reporting date using Quoted prices in active markets for identical Significant other Significant Balance as of Description (Level 1) (Level 2) (Level 3) December 31, 2022 Cash equivalents: Money market funds $ 1,633 $ — $ — $ 1,633 Short-term investments: U.S. government and agency securities — 1,991 — 1,991 Total assets $ 1,633 $ 1,991 $ — $ 3,624 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following at September 30, 2023 and December 31, 2022: September 30, December 31, Employee compensation and benefits $ 417 $ 39 Leased facilities 56 81 Professional services 377 264 Field trials and related expenses 543 146 Camelina seed and grain production 325 127 Other 226 269 Total accrued expenses $ 1,944 $ 926 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of option activity | A summary of option activity for the nine months ended September 30, 2023 is as follows: Number of Weighted Average Outstanding at December 31, 2022 979,748 $ 14.10 Granted 261,400 3.54 Exercised — — Forfeited (66,423) 6.35 Expired (29,650) 18.71 Outstanding at September 30, 2023 1,145,075 $ 12.02 Options exercisable at September 30, 2023 601,838 $ 18.03 |
Schedule of restricted stock units activity | A summary of RSUs activity for the nine months ended September 30, 2023 is as follows: Number of RSUs Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2022 27,123 Awarded — Released (27,123) Outstanding at September 30, 2023 — 0.00 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Maturity analysis of lease liabilities | At September 30, 2023, the Company's lease liability related to its Woburn facility and leased automobiles will mature as follows: Year ended December 31, Undiscounted Cash Flows 2023 (October to December) $ 200 2024 810 2025 832 2026 784 2027 24 Thereafter 4 Total undiscounted future lease payments 2,654 Amount of lease payments representing interest (306) Total lease liabilities $ 2,348 Short-term lease liability $ 651 Long-term lease liability $ 1,697 |
Lease costs and other information | Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Lease cost: Operating lease cost $ 162 $ 151 $ 463 $ 454 Short-term lease cost 184 177 582 509 Sublease income (162) (155) (497) (450) Total lease cost, net $ 184 $ 173 $ 548 $ 513 Other information as of: September 30, 2023 December 31, 2022 Weighted-average remaining lease term (years) 3.2 3.9 Weighted-average discount rate 7.52% 7.25% |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of the geographic distribution of revenues and long-lived assets | The geographic distribution of the Company’s grant revenues and long-lived assets are summarized in the tables below. Foreign revenue is based on the country in which the Company’s subsidiary that earned the revenue is domiciled. U.S. Canada Total Three Months Ended September 30, 2023 Revenue $ — $ — $ — Three Months Ended September 30, 2022 Revenue $ 111 $ — $ 111 Nine Months Ended September 30, 2023 Revenue $ 60 $ — $ 60 Nine Months Ended September 30, 2022 Revenue $ 363 $ — $ 363 Identifiable long-lived assets September 30, 2023 $ 517 $ 77 $ 594 September 30, 2022 $ 722 $ 118 $ 840 |
CAPITAL STOCK AND WARRANTS (Tab
CAPITAL STOCK AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Information with regard to outstanding warrants to purchase common stock | The following table summarizes information regarding outstanding warrants to purchase common stock as of September 30, 2023: Issuance Number of Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price Per Share of Common Stock Expiration Date August 2023 Public Offering 5,750,000 $ 0.65 August 15, 2028 May 2023 Registered Direct and Concurrent Private Placement 1,006,710 $ 2.98 November 6, 2028 (1) November 2019 Public Offering - Series B 395,528 $ 8.00 May 19, 2027 November 2019 Private Placement - Series B 718,750 $ 8.00 May 19, 2027 July 2017 Registered Direct Offering 14,270 $ 201.60 January 7, 2024 Consultant 750 $ 116.00 September 11, 2024 Total outstanding warrants 7,886,008 (1) Warrants issued in the Company's May 2023 registered direct and concurrent private placement offerings are not eligible to be exercised until November 6, 2023. |
Schedule of primary rights of convertible preferred stockholders, and common stock shares reserved for future issuance | The following shares of common stock have been reserved for future issuance upon exercise of stock options, vesting of RSUs and conversion of warrants: September 30, December 31, Stock Options 1,145,075 979,748 RSUs — 27,123 Warrants 7,886,008 1,129,298 Total number of common shares reserved for future issuance 9,031,083 2,136,169 |
NATURE OF BUSINESS AND BASIS _2
NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details) $ / shares in Units, $ in Thousands | Aug. 15, 2023 USD ($) shares numberOfUnits $ / shares | May 05, 2023 USD ($) $ / shares shares | May 03, 2023 shares $ / shares | Sep. 30, 2023 USD ($) product shares | Apr. 27, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Cash and cash equivalents | $ | $ 2,817 | $ 2,356 | ||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Number of seed oil products | product | 2 | |||||
Purchase agreement, maximum shares (in shares) | 931,600 | |||||
Number of shares called by warrants (in shares) | 7,886,008 | |||||
Common stock price (in dollars per share) | $ / shares | $ 2.9799 | |||||
Common stock issued in offering (in shares) | 1 | |||||
Stock issuance costs, unpaid and outstanding amount | $ | $ 20 | |||||
Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock issued in offering (in shares) | 1 | |||||
Sale of stock, number of share purchase in transaction (in shares) | 1 | |||||
Convertible Note | Convertible Debt | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Principal amount | $ | $ 1,000 | |||||
Conversion price (in usd per share) | $ / shares | $ 3.07 | |||||
Registered Direct Offering and Private Placement | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Aggregate offering price | $ | $ 3,000 | |||||
Number of shares called by warrants (in shares) | 1,006,710 | |||||
Common stock price (in dollars per share) | $ / shares | $ 2.98 | |||||
Gross offering proceeds | $ | $ 2,717 | |||||
Stock issuance costs | $ | $ 283 | |||||
IPO | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock price (in dollars per share) | $ / shares | $ 0.65 | |||||
Stock issuance costs | $ | $ 613 | |||||
Sale of stock, number of units issued in transaction (in units) | numberOfUnits | 5,750,000 | |||||
Sale of stock, number of share purchase in transaction (in shares) | 1 | |||||
Proceeds from issuance initial public offering | $ | $ 3,125 | |||||
IPO | Common Stock | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock issued in offering (in shares) | 1 | |||||
Sale of stock, number of share purchase in transaction (in shares) | 1 | |||||
IPO | Warrants | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Common stock issued in offering (in shares) | 1 | |||||
Warrants, expected term | 5 years | |||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.65 |
ACCOUNTING POLICIES - Additiona
ACCOUNTING POLICIES - Additional Information (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 USD ($) segment | Dec. 31, 2022 USD ($) | |
Concentration of credit risk | ||
Restricted cash | $ 264 | $ 264 |
Number of operating segments | segment | 1 | |
Michigan State University | ||
Concentration of credit risk | ||
Accounts and unbilled receivables | $ 30 | |
Equipment | ||
Concentration of credit risk | ||
Estimated useful life | 3 years | |
Furniture and fixtures | ||
Concentration of credit risk | ||
Estimated useful life | 5 years | |
Software | ||
Concentration of credit risk | ||
Estimated useful life | 3 years |
ACCOUNTING POLICIES - Schedule
ACCOUNTING POLICIES - Schedule of Cash And Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 2,817 | $ 2,356 | ||
Restricted cash | 264 | 264 | ||
Total cash, cash equivalents and restricted cash | $ 3,081 | $ 2,620 | $ 4,186 | $ 5,593 |
BASIC AND DILUTED NET LOSS PE_3
BASIC AND DILUTED NET LOSS PER SHARE (Details) - shares | 3 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares (in shares) | 9,031,083 | 2,271,183 |
Options | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares (in shares) | 1,145,075 | 953,787 |
Restricted Stock Awards | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares (in shares) | 0 | 27,123 |
Warrants | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares (in shares) | 7,886,008 | 1,290,273 |
INVESTMENTS (Details)
INVESTMENTS (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Securities, Available-for-sale [Line Items] | |
Accumulated Cost | $ 1,992 |
Unrealized Gain | 0 |
Unrealized (Loss) | (1) |
Market Value | 1,991 |
Government securities | |
Debt Securities, Available-for-sale [Line Items] | |
Accumulated Cost | 1,992 |
Unrealized Gain | 0 |
Unrealized (Loss) | (1) |
Market Value | $ 1,991 |
FAIR VALUE MEASUREMENTS - Asset
FAIR VALUE MEASUREMENTS - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 1,991 | |
Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 665 | 3,624 |
Fair Value, Measurements, Recurring | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,991 | |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 665 | 1,633 |
Fair Value, Measurements, Recurring | Quoted prices in active markets for identical assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 665 | 1,633 |
Fair Value, Measurements, Recurring | Quoted prices in active markets for identical assets (Level 1) | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Fair Value, Measurements, Recurring | Quoted prices in active markets for identical assets (Level 1) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 665 | 1,633 |
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 1,991 |
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 1,991 | |
Fair Value, Measurements, Recurring | Significant other observable inputs (Level 2) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | |
Fair Value, Measurements, Recurring | Significant unobservable inputs (Level 3) | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 417 | $ 39 |
Leased facilities | 56 | 81 |
Professional services | 377 | 264 |
Field trials and related expenses | 543 | 146 |
Camelina seed and grain production | 325 | 127 |
Other | 226 | 269 |
Total accrued expenses | $ 1,944 | $ 926 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
May 25, 2023 | Jan. 01, 2023 | Jan. 01, 2022 | Jan. 01, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation | ||||||||
Stock-based compensation | $ 379 | $ 447 | $ 1,209 | $ 1,458 | ||||
Stock-based compensation expense, net of estimated forfeitures, related to unvested awards not yet recognized | $ 2,404 | $ 2,404 | ||||||
Weighted average remaining recognition period (years) | 2 years 2 months 8 days | |||||||
Number of additional shares authorized | 500,000 | 247,210 | 244,092 | 166,702 | ||||
Additional shares authorized percentage | 5% | 5% | 5% | |||||
Number of shares available for grant | 581,803 | 581,803 | ||||||
Shares withheld for employee taxes (in shares) | 9,483 | |||||||
Taxes paid on employees' behalf related to vesting of stock awards | $ 34 | |||||||
Restricted Stock Awards | ||||||||
Stock-based compensation | ||||||||
Shares vested in period (in shares) | 27,123 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Options (Details) - Options | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Number of Shares | |
Outstanding at the beginning of the period (in shares) | shares | 979,748 |
Granted (in shares) | shares | 261,400 |
Exercised (in shares) | shares | 0 |
Forfeited (in shares) | shares | (66,423) |
Expired (in shares) | shares | (29,650) |
Outstanding at the end of the period (in shares) | shares | 1,145,075 |
Options exercisable at the end of the period (in shares) | shares | 601,838 |
Weighted Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 14.10 |
Granted (in dollars per share) | $ / shares | 3.54 |
Exercised (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 6.35 |
Expired (in dollars per share) | $ / shares | 18.71 |
Outstanding at the end of the period (in dollars per share) | $ / shares | 12.02 |
Options exercisable at the end of the period (in dollars per share) | $ / shares | $ 18.03 |
STOCK-BASED COMPENSATION - RSU
STOCK-BASED COMPENSATION - RSU Activity (Details) - Restricted Stock Awards | 9 Months Ended |
Sep. 30, 2023 shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Outstanding (in shares) | 27,123 |
Awarded (in shares) | 0 |
Released (in shares) | (27,123) |
Outstanding (in shares) | 0 |
Weighted average remaining contractual life | 0 years |
LEASES - Narrative (Details)
LEASES - Narrative (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Oct. 31, 2016 USD ($) ft² | Sep. 30, 2023 USD ($) ft² | Dec. 31, 2016 USD ($) ft² | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Leased area (in sq ft) | ft² | 22,213 | ||
Minimum | Vehicles | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease term | 4 years | ||
Maximum | Vehicles | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Lease term | 5 years | ||
19 Presidential Way | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Letter of credit | $ | $ 229 | ||
Subleased area (in sq ft) | ft² | 9,874 | ||
19 Presidential Way | Lease Concentration Risk | Lease Liabilities | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Concentration risk (as a percent) | 94.70% | ||
410 Downey Road and 110 Gymnasium Place | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Leased area (in sq ft) | ft² | 9,600 | ||
Woburn Facility and Automobiles | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Undiscounted future lease payments | $ | $ 2,654 | ||
CJ CheilJedang Corporation | 19 Presidential Way | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Letter of credit | $ | $ 103 |
LEASES - Maturity Analysis of L
LEASES - Maturity Analysis of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
Short-term lease liability | $ 651 | $ 575 |
Long-term lease liability | 1,697 | $ 2,075 |
Woburn Facility and Automobiles | ||
Lessee, Lease, Description [Line Items] | ||
2023 (October to December) | 200 | |
2024 | 810 | |
2025 | 832 | |
2026 | 784 | |
2027 | 24 | |
Thereafter | 4 | |
Total undiscounted future lease payments | 2,654 | |
Amount of lease payments representing interest | (306) | |
Total lease liabilities | 2,348 | |
Short-term lease liability | 651 | |
Long-term lease liability | $ 1,697 |
LEASES - Quantitative Disclosur
LEASES - Quantitative Disclosure of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Lease cost: | |||||
Operating lease cost | $ 162 | $ 151 | $ 463 | $ 454 | |
Short-term lease cost | 184 | 177 | 582 | 509 | |
Sublease income | (162) | (155) | (497) | (450) | |
Total lease cost, net | $ 184 | $ 173 | $ 548 | $ 513 | |
Other information as of: | |||||
Weighted-average remaining lease term | 3 years 2 months 12 days | 3 years 2 months 12 days | 3 years 10 months 24 days | ||
Weighted-average discount rate | 7.52% | 7.52% | 7.25% |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Collaboration Agreement (Details) - Collaborative Arrangement - USD ($) $ in Thousands | 1 Months Ended | |
Nov. 30, 2020 | Sep. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Collaborative agreement, research funding and option fees payable | $ 219 | $ 31 |
Collaborative agreement, term of option | 2 years |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Guaranteed Minimum Payments to Growers and Seed Producers (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Guarantor Obligations [Line Items] | ||
Payment for incentive fee | $ 11 | |
Guaranteed minimum payments to growers | ||
Guarantor Obligations [Line Items] | ||
Guaranty liabilities | 77 | $ 25 |
Guaranteed minimum payments to seed producers | ||
Guarantor Obligations [Line Items] | ||
Guaranty liabilities | $ 20 | $ 69 |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Geographic Information | |||||
Revenue | $ 0 | $ 111 | $ 60 | $ 363 | |
Identifiable long-lived assets | 594 | 840 | 594 | 840 | $ 775 |
U.S. | |||||
Geographic Information | |||||
Revenue | 0 | 111 | 60 | 363 | |
Identifiable long-lived assets | 517 | 722 | 517 | 722 | |
Canada | |||||
Geographic Information | |||||
Revenue | 0 | 0 | 0 | 0 | |
Identifiable long-lived assets | $ 77 | $ 118 | $ 77 | $ 118 |
CAPITAL STOCK AND WARRANTS - Na
CAPITAL STOCK AND WARRANTS - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Aug. 15, 2023 USD ($) shares numberOfUnits $ / shares | May 12, 2023 shares | May 05, 2023 USD ($) $ / shares shares | May 03, 2023 shares $ / shares | Jan. 24, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | |||||||||
Common stock price (in dollars per share) | $ / shares | $ 2.9799 | ||||||||
Sale of stock, number of Shares Issued in Transaction | 1 | ||||||||
Purchase agreement, maximum shares (in shares) | 931,600 | ||||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Number of shares called by warrants (in shares) | 7,886,008 | 7,886,008 | |||||||
Issuance of common stock (in shares) | 75,110 | ||||||||
Issuance of common stock for director compensation (in shares) | 37,778 | 47,808 | |||||||
Issuance of common stock for director compensation | $ | $ 12 | $ 37 | |||||||
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 | 5,000,000 | ||||||
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | ||||||
Pre-Funded Warrant | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.0001 | ||||||||
Number of shares called by warrants (in shares) | 75,110 | ||||||||
Private Warrant | |||||||||
Class of Stock [Line Items] | |||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 2.98 | ||||||||
Number of shares called by warrants (in shares) | 1,006,710 | ||||||||
Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of Shares Issued in Transaction | 1 | ||||||||
Sale of stock, number of share purchase in transaction (in shares) | 1 | ||||||||
IPO | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of units issued in transaction (in units) | numberOfUnits | 5,750,000 | ||||||||
Common stock price (in dollars per share) | $ / shares | $ 0.65 | ||||||||
Sale of stock, number of share purchase in transaction (in shares) | 1 | ||||||||
Proceeds from issuance initial public offering | $ | $ 3,125 | ||||||||
Stock issuance costs | $ | $ 613 | ||||||||
IPO | Common Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of Shares Issued in Transaction | 1 | ||||||||
Sale of stock, number of share purchase in transaction (in shares) | 1 | ||||||||
IPO | Warrants | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of Shares Issued in Transaction | 1 | ||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 0.65 | ||||||||
Warrants, expected term | 5 years | ||||||||
Registered Direct Offering and Private Placement | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock price (in dollars per share) | $ / shares | $ 2.98 | ||||||||
Stock issuance costs | $ | $ 283 | ||||||||
Number of shares called by warrants (in shares) | 1,006,710 | ||||||||
Aggregate offering price | $ | $ 3,000 | ||||||||
Gross offering proceeds | $ | $ 2,717 | ||||||||
At-the-Market Program | |||||||||
Class of Stock [Line Items] | |||||||||
Sale of stock, number of Shares Issued in Transaction | 94,665 | ||||||||
Stock issuance costs | $ | $ 196 | ||||||||
Aggregate offering price | $ | $ 4,200 | ||||||||
Commission rate percentage | 2.75% | ||||||||
Gross offering proceeds | $ | $ 299 | ||||||||
At-the-Market Program | Minimum | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock price (in dollars per share) | $ / shares | $ 3.03 | ||||||||
At-the-Market Program | Maximum | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock price (in dollars per share) | $ / shares | $ 4.08 |
CAPITAL STOCK AND WARRANTS - Sc
CAPITAL STOCK AND WARRANTS - Schedule Of Warrants Issuance (Details) | Sep. 30, 2023 $ / shares shares |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 7,886,008 |
Public Offering - expiration August 2028 | |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 5,750,000 |
Exercise Price (in dollars per share) | $ / shares | $ 0.65 |
Warrants - expiration November 2028 | |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 1,006,710 |
Exercise Price (in dollars per share) | $ / shares | $ 2.98 |
Warrants - expiration January 2024 | |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 14,270 |
Exercise Price (in dollars per share) | $ / shares | $ 201.60 |
Warrants - expiration September 2024 | |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 750 |
Exercise Price (in dollars per share) | $ / shares | $ 116 |
Public offering | Series B Warrants - expiration May 2027 | |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 395,528 |
Exercise Price (in dollars per share) | $ / shares | $ 8 |
Private offering | Series B Warrants - expiration May 2027 | |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 718,750 |
Exercise Price (in dollars per share) | $ / shares | $ 8 |
CAPITAL STOCK AND WARRANTS - _2
CAPITAL STOCK AND WARRANTS - Schedule of Common Stock Reserved For Future Issuance (Details) - shares | Sep. 30, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 9,031,083 | 2,136,169 |
Options | ||
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 1,145,075 | 979,748 |
Restricted Stock Awards | ||
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 0 | 27,123 |
Warrants | ||
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 7,886,008 | 1,129,298 |
CONVERTIBLE NOTE PAYABLE, NET (
CONVERTIBLE NOTE PAYABLE, NET (Details) - Convertible Debt - Convertible Note - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2023 | Apr. 27, 2023 |
Debt Instrument [Line Items] | ||
Principal amount | $ 1,000 | |
Conversion price (in usd per share) | $ 3.07 | |
Interest rate | 8% | |
Debt | $ 967 | |
Debt issuance costs, gross | $ 33 | |
Effective interest rate | 10.70% | |
Debt issuance costs, net | $ 23 |