Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 28, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 9,843,350 | ||
Entity Common Stock, Shares Outstanding | 15,401,706 | ||
Documents Incorporated by Reference [Text Block] | DOCUMENTS INCORPORATED BY REFERENCE Pursuant to General Instruction G to Form 10-K, the information required by Part III, Items 10, 11, 12, 13 and 14 is incorporated herein by reference from the Company's proxy statement for the Annual Meeting of Stockholders to be held on June 20, 2024, which is expected to be filed not later than 120 days after the fiscal year end covered by this Form 10-K. | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001121702 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 52 |
Auditor Name | Berkowitz Pollack Brant Advisors +CPAs |
Auditor Location | West Palm Beach, FL |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 1,068 | $ 2,356 |
Short-term investments | 0 | 1,991 |
Unbilled receivables | 0 | 30 |
Prepaid expenses and other current assets | 332 | 641 |
Total current assets | 1,400 | 5,018 |
Restricted cash | 264 | 264 |
Property and equipment, net | 548 | 775 |
Right-of-use assets | 1,653 | 1,961 |
Other assets | 42 | 67 |
Total assets | 3,907 | 8,085 |
Current Liabilities: | ||
Accounts payable | 1,202 | 109 |
Accrued expenses | 2,010 | 926 |
Lease liabilities | 669 | 575 |
Convertible note payable, net of issuance costs (Note12) | 984 | 0 |
Total current liabilities | 4,865 | 1,610 |
Lease liabilities, net of current portion | 1,525 | 2,075 |
Total liabilities | 6,390 | 3,685 |
Commitments and contingencies (Note 7) | ||
Stockholders' Equity (Deficit): | ||
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 December 31, 2023 and 2022, and 12,032,425 and 4,944,202 shares issued and outstanding at December 31, 2023 and 2022, respectively | 120 | 49 |
Additional paid-in capital | 411,814 | 404,277 |
Accumulated other comprehensive loss | (265) | (229) |
Accumulated deficit | (414,152) | (399,697) |
Total stockholders' equity (deficit) | (2,483) | 4,400 |
Total liabilities and stockholders' equity (deficit) | $ 3,907 | $ 8,085 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 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, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, shares issued | 12,032,425 | 4,944,202 |
Common stock, shares outstanding | 12,032,425 | 4,944,202 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue: | ||
Total revenue | $ 60 | $ 450 |
Expenses: | ||
Research and development | 8,323 | 7,750 |
General and administrative | 6,154 | 6,151 |
Total expenses | 14,477 | 13,901 |
Loss from operations | (14,417) | (13,451) |
Other income (expense): | ||
Other income (expense), net | (38) | 41 |
Total other income (expense) | (38) | 41 |
Loss from operations before income taxes | (14,455) | (13,410) |
Income tax provision | 0 | (156) |
Net loss | $ (14,455) | $ (13,566) |
Basic net loss per share (in dollars per share) | $ (1.82) | $ (2.76) |
Diluted net loss per share (in dollars per share) | $ (1.82) | $ (2.76) |
Number of shares used in per share calculations: | ||
Basic (in shares) | 7,946,281 | 4,914,565 |
Diluted (in shares) | 7,946,281 | 4,914,565 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (14,455) | $ (13,566) |
Other comprehensive loss: | ||
Change in unrealized gain on investments, net of income tax | 1 | 7 |
Change in foreign currency translation adjustment, net of income tax | (37) | (61) |
Total other comprehensive loss | (36) | (54) |
Comprehensive loss | $ (14,491) | $ (13,620) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (14,455) | $ (13,566) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 290 | 263 |
Expense for 401(k) company common stock match | 108 | 133 |
Stock-based compensation | 1,592 | 1,903 |
Noncash lease expense | 308 | 393 |
Deferred tax asset | 0 | 165 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 0 | 164 |
Unbilled receivables | 30 | 4 |
Prepaid expenses and other assets | 345 | (160) |
Accounts payable | 1,093 | 26 |
Accrued expenses | 1,077 | (209) |
Lease liabilities | (456) | (520) |
Net cash used in operating activities | (10,068) | (11,404) |
Cash flows from investing activities | ||
Purchase of property and equipment | (46) | (154) |
Purchase of investments | 0 | (2,445) |
Proceeds from sale and maturity of short-term investments | 1,991 | 11,121 |
Net cash provided by investing activities | 1,945 | 8,522 |
Cash flows from financing activities | ||
Proceeds from the 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 from issuance of 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 | (36) | (54) |
Net decrease in cash, cash equivalents and restricted cash | (1,288) | (2,973) |
Cash, cash equivalents and restricted cash at beginning of year | 2,620 | 5,593 |
Cash, cash equivalents and restricted cash at end of year | 1,332 | 2,620 |
Supplemental Cash Flow Disclosure: | ||
Interest paid | 68 | 10 |
Right-of-use assets acquired in exchange for lease liabilities | $ 138 | $ 0 |
CONSOLIDATED STATEMENTS OF STOC
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 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 | 1,903 | 1,903 | |||||||||
Issuance of common stock for 401k match (in shares) | 36,706 | ||||||||||
Issuance of common stock for 401(k) match | 128 | 128 | |||||||||
Issuance of common stock upon vesting of 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 unrelated loss on investments | (54) | (54) | |||||||||
Net loss | (13,566) | (13,566) | |||||||||
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 | 1,544 | 1,544 | |||||||||
Issuance of common stock for 401k match (in shares) | 119,971 | ||||||||||
Issuance of common stock for 401(k) match | 111 | $ 1 | 110 | ||||||||
Issuance of common stock upon vesting of restricted stock units (in shares) | 17,640 | ||||||||||
Taxes paid on employees' behalf related to vesting of stock awards | $ (41) | (41) | |||||||||
Issuance of stock (in shares) | 94,665 | 6,756,710 | |||||||||
Issuance of stock | $ 103 | $ 5,842 | $ 1 | $ 68 | $ 102 | $ 5,774 | |||||
Issuance of common stock for director compensation (in shares) | 99,237 | 99,237 | |||||||||
Issuance of common stock for director compensation | $ 49 | $ 1 | 48 | ||||||||
Effect of foreign currency translation and unrelated loss on investments | (36) | (36) | |||||||||
Net loss | (14,455) | (14,455) | |||||||||
Balance (in shares) at Dec. 31, 2023 | 12,032,425 | ||||||||||
Balance at Dec. 31, 2023 | $ (2,483) | $ 120 | $ 411,814 | $ (265) | $ (414,152) |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 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 commercializing sustainable products using the oilseed Camelina sativa ("Camelina") as a platform crop. The features of Camelina, including the availability of winter varieties and a short growth cycle, make it suitable for integration into crop rotations and double cropping on millions of acres in North America. To unlock this potential and make Camelina an attractive option to farmers, the Company is developing and planning to commercialize advanced varieties with elite weed control herbicide tolerance traits, improved agronomic performance, and increased crop value. The Company is pursuing two Camelina seed oil products with different market opportunities, value chains, scale requirements and challenges. The first product, Camelina seed oil is being developed as a low-carbon intensity feedstock oil for biofuels, including biodiesel, renewable diesel (“RD”) and sustainable aviation fuel (“SAF”). The second Camelina product being developed will be seed oil which has been genetically engineered to enable production of high levels of the omega-3 fatty acids eicosapentaenoic acid (“EPA”) and docosahexaenoic acid (“DHA”) in the oil. The Company's development is driven by the growing demand for new sources of omega-3 feedstocks and the production constraints and supply volatility of the traditional raw material source which is fish oil extracted from ocean harvested fish and krill. When commercially available, the Company's omega-3 Camelina will address a need for a reliable, scalable supply of omega-3 oils for aquaculture. The accompanying 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 its fiscal year ending December 31, 2023. The Company ended 2023 with unrestricted cash, cash equivalents and short-term investments of $1,068. 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 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 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 when needed, if at all. If adequate additional funds are not available when required, 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 its 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 consolidated financial statements are available to be issued, which raises substantial doubt as to the Company's ability to continue as a going concern. This forecast of cash resource 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 may incur fees associated with such issuance, (ii) its existing stockholders may 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 of 1986, as amended, (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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and are prepared in accordance with accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets generally accepted accounting principles ("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 consolidated financial statements are to the FASB Accounting Standards Codification ("ASC"). Principles of Consolidation The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The 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. and Yield10 Bioscience Securities Corp. 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. 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 consolidated balance sheets included herein: December 31, 2023 December 31, 2022 Cash and cash equivalents $ 1,068 $ 2,356 Restricted cash 264 264 Total cash, cash equivalents and restricted cash $ 1,332 $ 2,620 Amounts included in restricted cash represent those required to be set aside by contractual agreement. Restricted cash of $264 at December 31, 2023 and December 31, 2022, primarily consists of funds held in connection with the Company's lease agreement for its Woburn, Massachusetts facility. Investments Investments represent holdings of available-for-sale marketable debt securities acquired in accordance with the Company's investment policy. The Company considers all investments purchased with an original maturity date of ninety days or more at the date of purchase and a maturity date of one year or less at the balance sheet date to be short-term investments. All other investments are classified as long-term. The Company held no long or short-term investments at December 31, 2023 and no long-term investments at December 31, 2022. Investments in marketable debt securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders' equity (deficit) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. Other-than-temporary impairments of investments are recognized in the Company's 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). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion together with interest on securities are included in interest income on the Company's consolidated statements of operations. The cost of marketable securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of other income (expense). Foreign Currency Translation Foreign denominated assets and liabilities of the Company's wholly-owned foreign subsidiary 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 consolidated balance sheets. When the Company dissolves, sells or substantially sells 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 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 (deficit) 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. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term investments and accounts receivable. The Company has historically invested its cash equivalents in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments are acquired in accordance with the Company's investment policy which establishes a concentration limit per issuer. The Company has significant cash balances at financial institutions, which throughout the year, regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. At December 31, 2022, the Company's unbilled receivables of $30 were due from MSU for support of the DOE grant. Fair Value Measurements The carrying amounts of the Company's financial instruments as of December 31, 2023 and December 31, 2022, which include cash equivalents, restricted cash, accounts receivable, unbilled receivables, accounts payable, and accrued expenses, approximate their fair values due to the short-term nature of these instruments. See Note 4 for further discussion on fair value measurements. Segment Information The accounting guidance for segment reporting establishes standards for reporting information on operating segments in annual financial statements. The Company is an agricultural bioscience company operating in one segment, which is the development of new technologies to enable step-change increases in crop yield to enhance global food security and production of specialty oils and niche crops. 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 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, Leases . Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and right-of-use assets, 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 The Company's historical source of revenue was from its government research grants in which it serves as either the primary contractor or as a subcontractor. These grants are considered an ongoing major and central operation of the Company's business. Revenue was earned as research expenses related to the grants are incurred. Revenue earned on government grants, but not yet invoiced as of the balance sheet date, are recorded as unbilled receivables in the accompanying consolidated balance sheets for the year ended December 31, 2022. Funds received from government grants in advance of work being performed, if any, are 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 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 year ended December 31, 2023, amounts paid 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. The Company needs to more fully establish its commercial operations, including substantiation of the profitable economics of its Camelina product as a biofuel feedstock and validation of grower acceptance of the crop through larger acreage adoption before it begins to record payments for seed and grain deliveries as product revenue. Until then, the Company will consider its early, small-scale acreage production of Camelina, such as those 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 to record 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 and amortization expenses 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 consolidated statements of operations. Stock-Based Compensation All stock-based payments to employees, members of the Board of Directors and non-employees are recognized within operating expense 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 10 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. Basic and Diluted Net Loss per Share Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted-average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss available to common shareholders 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 and the conversion of preferred stock. 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, convertible preferred stock and warrants. The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their antidilutive effect: Year Ended December 31, 2023 2022 Options 1,338,921 979,748 Restricted stock awards — 27,123 Warrants 7,886,008 1,129,298 Total 9,224,929 2,136,169 The table above disclosing potentially dilutive securities in the calculation of diluted net loss per share as of December 31, 2023, excludes certain transactions that were completed after December 31, 2023. On February 15, 2024, the Company's Board of Directors awarded 600,000 RSUs to certain officers, senior staff and outside consultants. These RSUs will vest in 50% increments 6 and 12 months from the date the awards were granted. On March 22, 2024, the Company entered into warrant exercise agreements with certain existing institutional investors, pursuant to which these investors agreed to exercise a portion of the warrants previously issued to them. In consideration for their immediate exercise of 3,191,140 total outstanding warrants for cash, the Company agreed to reduce the exercise price of the warrants held by these institutional investors, including any unexercised portion thereof, to $0.43 per share. The institutional investors also received in a private placement, new unregistered warrants to purchase up to an aggregate of 6,382,280 shares of common stock with an exercise price of $0.43 per share, which is equal to 200% of the shares of common stock issued in connection with this current warrant exercise. See Note 17 - Subsequent Events. 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 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. See Note 13 for further discussion of income taxes. The Company had no amounts recorded for unrecognized tax expense or benefits as of December 31, 2023 and 2022. Recent Accounting Standards Changes 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 consolidated financial statements . New pronouncements that are not yet effective but may impact the Company's financial statements in the future are described below. In November 2023 the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure . This standard requires disclosure of significant segment expenses that are regularly provided to a company's Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss and the title and position of the entity's CODM. The amendments in this update also expand the interim segment disclosure requirements. All disclosure requirements under this standard are also required for public entities with a single reportable segment. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. The Company is currently evaluating the potential impact that this new standard will have on its consolidated financial statements and related disclosures. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | INVESTMENTS The Company's investments consist 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
Fair Value Measurements | 12 Months Ended |
Dec. 31, 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 December 31, 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 December 31, 2023 and December 31, 2022. The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 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 December 31, 2023 Quoted prices in active markets for identical Significant other Significant Balance as of Description (Level 1) (Level 2) (Level 3) December 31, 2023 Assets Cash equivalents: Money market funds $ 673 $ — $ — $ 673 Total assets $ 673 $ — $ — $ 673 Fair value measurements at December 31, 2022 Quoted prices in active markets for identical Significant other Significant Balance as of Description (Level 1) (Level 2) (Level 3) December 31, 2022 Assets 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 or liabilities between category levels for the years ended December 31, 2023 and December 31, 2022. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment consist of the following: Year ended December 31, 2023 2022 Equipment $ 554 $ 533 Furniture and fixtures 59 59 Leasehold improvements 1,437 1,425 Total property and equipment, at cost 2,050 2,017 Less: accumulated depreciation and amortization (1,502) (1,242) Property and equipment, net $ 548 $ 775 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: Year ended December 31, 2023 2022 Employee compensation and benefits $ 103 $ 39 Leased facilities 27 81 Professional services 452 264 Field trials and related expenses 1,032 273 Other 396 269 Total accrued expenses $ 2,010 $ 926 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contractual Commitments Exclusive Collaboration Agreement with Rothamsted Research Limited ("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 December 31, 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 with execution of the license agreement expected to be completed in the second quarter of 2024. 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. 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 2022/2023 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. 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 pays for the quantity of grain that is harvested. During the year ended December 31, 2023, the Company incurred minimum guaranteed payments to growers amounting to approximately $72, which represented the difference between the amounts contractually guaranteed and the actual amount of the delivered harvest. At December 31, 2023, remaining payments outstanding due to growers for the completed 2022/2023 winter and 2023 spring growing seasons totaled $204, net of the growers' obligation to pay for the planting seed. Beginning with the winter 2023/2024 winter growing season, the Company discontinued the grower minimum payment incentive program. Facility Leases The Company leases facilities under non-cancelable leases expiring at various dates through November 30, 2026. See Note 11. 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 the business, financial condition or the results of operations. Guarantees As of December 31, 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, contractors, and customers. 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 Yield10 Bioscience 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 December 31, 2023 and December 31, 2022. |
License Agreements
License Agreements | 12 Months Ended |
Dec. 31, 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 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 licensing revenue to the Company while Simplot and GDM perform trait evaluations. |
Capital Stock and Warrants
Capital Stock and Warrants | 12 Months Ended |
Dec. 31, 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 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 year ended December 31, 2023, certain members of the Company's Board of Directors elected to receive 99,237 shares of Yield10 common stock in lieu of receiving $49 in cash compensation payments for their services to the board and board committees. Preferred Stock The Company's certificate of incorporation, as amended and restated, authorizes it to issue up to 5,000,000 shares of $0.01 par value preferred stock. Warrants The following table summarizes information with regard to outstanding warrants to purchase common stock as of December 31, 2023: Issuance Number of Common Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price 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 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 7,886,008 Reserved Shares The following shares of common stock were reserved for future issuance upon exercise of stock options, vesting of Restricted Stock Units ("RSUs") and conversion of outstanding warrants: December 31, 2023 December 31, 2022 Stock Options 1,338,921 979,748 RSUs — 27,123 Warrants 7,886,008 1,129,298 Total number of common shares reserved for future issuance 9,224,929 2,136,169 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock Option Plans The Company adopted a stock plan in 2006 (the "2006 Plan"), which provided for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. In October 2014, the 2006 Plan was terminated, and the Company adopted a new plan (the "2014 Plan"). No further grants or awards were subsequently made under the 2006 Plan. A total of 3,662 options were awarded from the 2006 Plan and as of December 31, 2023, 79 of these options remain outstanding and eligible for future exercise. The 2014 Plan provides for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, deferred stock awards, restricted stock awards, unrestricted stock awards, cash-based awards and dividend equivalent rights. In May 2018, the 2014 Plan was terminated, and the Company adopted a new 2018 Stock Option and Incentive Plan, which was amended in May 2020 (the "2018 Stock Plan"). A total of 16,896 options were awarded from the 2014 Plan and as of December 31, 2023, 14,065 of these options remain outstanding and eligible for future exercise. A total of 3,619 restricted stock awards were awarded from the 2014 Plan and as of December 31, 2023, all of these restricted stock awards have vested. No further stock awards may be issued from the 2014 Plan. The 2018 Stock Plan initially reserved for issuance 32,500 shares of the Company's common stock for grants of incentive stock options, non-qualified stock options, stock grants and other stock-based awards. In accordance with the terms of the 2018 Stock Plan, beginning on the first day in January 2019, the Company's Board of Directors has annually approved the addition of shares to the 2018 Stock Plan in amounts equal to 5% of the outstanding shares of the Company's common stock on the day prior to the increase. Effective January 1, 2024 and January 1, 2023, Yield10's Board of Directors approved the addition of 601,621 and 247,210 shares, respectively. As of December 31, 2023, a total of 1,517,319 options and restricted stock awards have been issued from the 2018 Stock Plan, and as of that date, 1,324,777 options and restricted stock awards remain outstanding. Expense Information for Stock Awards The Company recognized stock-based compensation expense, related to employee stock awards, including awards to non-employees and members of the Board of Directors, of $1,592 and $1,903 for the years ended December 31, 2023 and 2022, respectively. At December 31, 2023, there was approximately $2,091 of stock-based compensation expense related to unvested awards not yet recognized which is expected to be recognized over a weighted average period of 2.52 years. Stock Options Options granted under the 2006 Plan, 2014 Plan and 2018 Stock Plan generally vest ratably over periods of one A summary of the activity related to the shares of common stock covered by outstanding options is as follows: Number of Shares Weighted Average Exercise Price Remaining Contractual Term Aggregate Intrinsic Value Balance at December 31, 2021 722,765 $ 19.22 8.79 $ — Granted 260,285 3.72 Exercised — — Forfeited (1,859) 7.55 Expired (1,443) 712.92 Balance at December 31, 2022 979,748 14.10 8.15 $ — Granted 457,600 2.16 Exercised — — Forfeited (66,423) 6.35 Expired (32,004) 75.42 Balance at December 31, 2023 1,338,921 $ 8.94 7.46 $ — Vested and expected to vest at December 31, 2023 1,338,921 $ 8.94 7.46 $ — Exercisable at December 31, 2023 664,919 $ 14.15 6.81 $ — The weighted average grant date fair value per share of options granted during fiscal years 2023 and 2022, was $1.63 and $3.31, respectively. No options were exercised during 2023 and 2022, and therefore the intrinsic value for exercised options during the two years was not applicable. The weighted average remaining contractual term for options outstanding as of December 31, 2023 was 7.46 years. For the years ended December 31, 2023, and 2022, the Company determined the fair value of stock options using the Black-Scholes option-pricing model with the following assumptions for option grants, respectively: Year Ended December 31, 2023 2022 Expected dividend yield — — Risk-free rate 3.5% - 4.7% 1.6% - 4.3% Expected option term (in years) 6.2 - 6.3 6.2 - 10.0 Volatility 119% - 123% 116% - 126% The Company determined its volatility assumption based on actual market price fluctuations experienced during its trading history. The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a term similar to the expected life of the related option. The expected term of the options is based upon evaluation of historical and expected future exercise behavior. The stock price volatility and expected terms utilized in the calculation involve management's best estimates at that time, both of which impact the fair value of the option calculated under the Black-Scholes methodology and, ultimately, the expense that will be recognized over the life of the option. The accounting standard for stock-based compensation requires that the Company recognize compensation expense for only the portion of options that vest. The Company recognizes stock option forfeitures resulting from award terminations in the period in which the forfeiture occurs. Restricted Stock Units ("RSUs") The Company records stock compensation expense for RSUs on a straight-line basis over their requisite service period, which approximates the vesting period, based on each RSU's award date market value. As RSUs vests, the Company withholds a number of shares from its employees with an aggregate fair market value equal to the minimum tax withholding amount (unless the employee makes other arrangements for payment of the tax withholding) from the common stock issuable at the vest date. The Company then pays the minimum required income tax for the employees. During the years ended December 31, 2023 and December 31, 2022, the Company withheld vested shares with a fair value of $41 and $37, respectively, to pay for minimum tax withholding associated with RSU vesting. A summary of RSU activity for the year ended December 31, 2023 is as follows: Number of RSUs Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2022 27,123 Awarded — Released (27,123) Forfeited — Outstanding at December 31, 2023 — 0.00 Weighted average remaining recognition period (years) 0.00 Subsequent to year-end, on February 15, 2024, the Company's Board of Directors awarded 600,000 RSUs to certain officers, senior staff and outside consultants. These RSUs will vest in 50% increments 6 and 12 months from the date the awards were granted. |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 year ended December 31, 2023. At December 31, 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 2024 $ 810 2025 833 2026 786 2027 25 Thereafter 4 Total undiscounted future lease payments 2,458 Amount of lease payments representing interest (264) Total lease liabilities $ 2,194 Short-term lease liabilities $ 669 Long-term lease liabilities $ 1,525 Quantitative Disclosure of Lease Costs Year Ended 2023 2022 Lease cost: Operating lease cost $ 624 $ 605 Short-term lease cost 758 696 Sublease income (659) (605) Total lease cost, net $ 723 $ 696 Other information as of: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) 3.0 3.9 Weighted-average discount rate 7.53% 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 provided the landlord with a security deposit in the form of an irrevocable letter of credit in the amount of $229. In December 2023, the Company notified the landlord that it was deferring monthly rental payments, beginning with the December 2023 rent, until such time that the Company is able to raise additional working capital. The landlord immediately notified the Company that it was in payment default under the terms of the lease and has subsequently withdrawn funds held under the irrevocable letter of credit to cover rent for the months of December 2023 through February 2024, leaving a remaining balance in the letter of credit of $12. The Company reinitiated payment of its monthly rent beginning with the month of March 2024 and intends to return the letter of credit back to its $229 balance as available funding permits. 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 9,874 square feet of its leased facility located in Woburn, Massachusetts. The sublease space was determined to be in excess of the Company's needs. The CJ sublease is coterminous with the Company's master lease and CJ will pay pro rata 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 $2,458 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. As a result of Yield10's payment default, CJ now pays the landlord directly for its sublease. 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 these leases contains renewal or early termination options. YOI's leases for these facilities expire on various dates through September 30, 2024. |
CONVERTIBLE NOTE PAYABLE, NET
CONVERTIBLE NOTE PAYABLE, NET | 12 Months Ended |
Dec. 31, 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 used 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 December 31, 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 December 31, 2023, $17 in issuance costs remain to be amortized through the Maturity Date. If Yield10 and Marathon enter into a definitive offtake agreement or similar transaction that qualifies as a Qualified Financing (as defined in the Convertible Note) prior to the Maturity Date, the Convertible Note will convert into the securities issued in respect of such Qualified Financing and the Company will recognize any remaining unamortized issuance costs. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Income Taxes and Deferred Tax Assets and Liabilities The components of loss from operations before provision for income taxes consist of the following: Year Ended December 31, 2023 2022 Domestic $ (3,817) $ (13,504) Foreign (10,638) 94 Net loss from operations before income tax provision $ (14,455) $ (13,410) The components of the income tax provision consisted of the following for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Current Tax Provision: Federal $ — $ — State — — Foreign — — Total current — — Deferred Tax Benefit: Federal — — State — — Foreign — 156 Total deferred — 156 Total tax provision $ — $ 156 Significant components of the Company's deferred tax assets are as follows: Year Ended December 31, 2023 2022 Deferred Tax Assets: Net operating loss carryforward $ 9,776 $ 6,953 Capitalization of research and development expense 2,543 1,841 Credit carryforwards 1,019 799 Stock compensation 1,081 1,043 Lease liability 581 733 Other temporary differences 22 — Total deferred tax assets 15,022 11,369 Valuation allowance (14,542) (10,739) Net deferred tax assets 480 630 Deferred Tax Liabilities: Depreciation (62) (94) Right-of-use asset (418) (536) Net deferred taxes $ — $ — Tax Rate The items accounting for the difference between the income tax (provision) benefit computed at the federal statutory rate of 21% and the provision for income taxes were as follows: Year Ended December 31, 2023 2022 Federal income tax at statutory federal rate 21.0 % 21.0 % State taxes 1.3 % 5.9 % Permanent differences (0.2) % (0.3) % Tax credits 1.8 % 2.0 % Foreign rate differential 4.4 % (0.1) % Stock compensation (1.1) % (1.6) % Other (1.2) % 0.0 % Change in valuation allowance (26.0) % (28.1) % Total 0.0 % (1.2) % Tax Attributes At December 31, 2023, the Company had U.S. net operating loss carryforwards ("NOLs") for federal and state income tax purposes of approximately $25,130 and $25,124, respectively. All of the $25,130 of federal NOLs will carry forward indefinitely. The Company's state NOL carryforwards will begin to expire on various dates through 2043. The Company also had available research and development and investment tax credits for federal and state income tax purposes of approximately $569 and $412, respectively. These federal and state credits will begin to expire on various dates through 2043. In Canada, the Company has cumulative research tax credits totaling $123 that will begin to expire on various dates through 2037. Management of the Company has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets ("DTA"), which is comprised principally of NOL carryforwards. Under the applicable accounting standards, management has considered the Company's history of losses and concluded that it is more likely than not that the Company will not recognize the benefits of U.S. federal and state DTAs. Accordingly, a full valuation allowance has been established against the U.S. net DTAs. The Company has also concluded, based on its financial projections, that it is more likely than not the $123 of DTAs of its wholly-owned Canadian subsidiary, YOI, may not be recognized in the future, resulting in the Company's recording of a full valuation allowance against the assets. Utilization of the NOL and research and development credit ("R&D Credit") carryforwards may be subject to a substantial annual limitation under Section 382 of the U.S. Internal Revenue Code of 1986 (the "Code") due to ownership change limitations, as defined by the Code, that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and R&D Credit carryforwards that can be utilized annually to offset future U.S. taxable income and tax, respectively. The Company evaluated its Section 382 ownership changes through May 31, 2021 and has determined that the most recent change that occurred in November 2019 resulted in all NOL and R&D Credit carryforwards outstanding as of that date becoming fully limited. The Company has reduced its associated deferred tax assets accordingly. To the extent an ownership change occurred in the future, the NOL, R&D Credit carryforwards and other deferred tax assets recorded after the November 2019 ownership change may also be subject to limitations. Other The tax years 2020 through 2023 remain open to examination by major taxing jurisdictions to which the Company is subject, which are primarily in the U.S. The statute of limitations for NOLs utilized in future years will remain open beginning in the year of utilization. The Company's policy is to record estimated interest and penalties related to uncertain tax positions as income tax expense. As of December 31, 2023 and 2022, the Company had no accrued interest or penalties recorded related to uncertain tax positions. No additional provision has been made for U.S. income taxes related to the undistributed earnings of the wholly-owned subsidiaries of Yield10 or for unrecognized deferred tax liabilities for temporary differences related to investments in subsidiaries as the amounts are not significant. As such, earnings are expected to be permanently reinvested, the investments are essentially permanent in duration, or the Company has concluded that no additional tax liability will arise as a result of the distribution of such earnings. A liability could arise if amounts are distributed by such subsidiaries or if such subsidiaries are ultimately disposed. It is not practical to estimate the additional income taxes related to permanently reinvested earnings or the basis differences related to investment in subsidiaries. Unremitted earnings at December 31, 2023 and December 31, 2022 approximated $1,082 and $1,081, respectively. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits The Company maintains a 401(k) savings plan in which substantially all of its regular U.S. employees are eligible to participate. Participants may contribute up to 60% of their annual compensation to the plan, subject to eligibility requirements and annual IRS limitations. The Company's plan provides for a matching contribution in common stock of up to 4.5% of a participant's total compensation dependent upon the level of participant contributions made during the plan year. Pursuant to this plan, the Company issued 119,971, and 36,706 shares of common stock during the years ended December 31, 2023, and December 31, 2022, respectively, and recorded $108, and $133, respectively, of related expense. Company contributions are fully vested upon issuance. |
Government Research Grants
Government Research Grants | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development Arrangement with Federal Government [Abstract] | |
Government Research Grants | Government Research Grants During 2018, the Company entered into a sub-award with Michigan State University ("MSU") to support a Department of Energy ("DOE") funded grant entitled " A Systems Approach to Increasing Carbon Flux to Seed Oil. " The Company's participation under this five-year grant has been awarded incrementally on an annual basis with the first year commencing September 15, 2017. Funding for this sub-award in the amount of $2,957 was appropriated by the U.S. Congress through the final contractual year ending in September 2022. During the years ended December 31, 2023 and December 31, 2022, Yield10 recognized grant revenue of $60 and $450, respectively, from this sub-award and as of December 31, 2023, the DOE sub-award has been completed with no further amounts to be recognized. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information The geographic distribution of the Company's revenues and long-lived assets are summarized in the table below. Foreign revenue is based on the country in which the Company's subsidiary that earned the revenue is domiciled. U.S. Canada Total Year Ended December 31, 2023 Revenue $ 60 $ — $ 60 Identifiable long-lived assets $ 484 $ 64 $ 548 Year Ended December 31, 2022 Revenue $ 450 $ — $ 450 Identifiable long-lived assets $ 671 $ 104 $ 775 |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Events Vision Bioenergy Oilseeds, LLC ("Vision") License On February 14, 2024, the Company granted Vision Bioenergy Oilseeds, LLC a global license to certain proprietary spring and winter Camelina varieties, including varieties exhibiting herbicide tolerance. Under the license, Vision has a three Warrant Exercise Agreements On March 22, 2024, the Company entered into warrant exercise agreements with certain existing institutional investors, pursuant to which these investors agreed to exercise (i) a portion of the warrants issued to them in May 2023, which were exercisable for 671,140 shares of the Company’s common stock and had an exercise price of $2.98 per share, and (ii) a portion of the warrants issued to them in August 2023, which were exercisable for 2,520,000 shares of common stock and had an exercise price of $0.65 per share. In consideration for their immediate exercise of these 3,191,140 total warrants for cash, the Company agreed to reduce the exercise price of the May 2023 and August 2023 warrants held by these institutional investors, including any unexercised portion thereof, to $0.43 per share, which was equal to the closing price of the Company’s common stock on The Nasdaq Stock Market prior to the execution of the agreements. The institutional investors also received in a private placement, new unregistered warrants to purchase up to an aggregate of 6,382,280 shares of common stock with an exercise price of $0.43 per share, which is equal to 200% of the shares of common stock issued in connection with this current warrant exercise. The Company is expected to receive $1,372 in cash proceeds from the current exercise of the warrants, before financial advisory and other expenses incurred in completing the arrangement. The Company has agreed to hold an annual or special meeting of shareholders on or prior to the date that is ninety days following the closing date of the warrant exercise for the purpose of obtaining shareholder approval, as may be required by the applicable rules and regulations of the Nasdaq Stock Market, with respect to issuance of the new warrants and the shares issuable upon the exercise thereof. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and are prepared in accordance with accounting standards set by the Financial Accounting Standards Board ("FASB"). The FASB sets generally accepted accounting principles ("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 consolidated financial statements are to the FASB Accounting Standards Codification ("ASC"). |
Principles of Consolidation | Principles of Consolidation The Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The 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. and Yield10 Bioscience Securities Corp. |
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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Cash and Cash Equivalents | 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. |
Restricted Cash | Amounts included in restricted cash represent those required to be set aside by contractual agreement. Restricted cash of $264 at December 31, 2023 and December 31, 2022, primarily consists of funds held in connection with the Company's lease agreement for its Woburn, Massachusetts facility. |
Investments | Investments Investments represent holdings of available-for-sale marketable debt securities acquired in accordance with the Company's investment policy. The Company considers all investments purchased with an original maturity date of ninety days or more at the date of purchase and a maturity date of one year or less at the balance sheet date to be short-term investments. All other investments are classified as long-term. The Company held no long or short-term investments at December 31, 2023 and no long-term investments at December 31, 2022. Investments in marketable debt securities are recorded at fair value, with any unrealized gains and losses reported within accumulated other comprehensive income as a separate component of stockholders' equity (deficit) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. Other-than-temporary impairments of investments are recognized in the Company's 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). The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization and accretion together with interest on securities are included in interest income on the Company's consolidated statements of operations. The cost of marketable securities sold is determined based on the specific identification method and any realized gains or losses on the sale of investments are reflected as a component of other income (expense). |
Foreign Currency Translation | Foreign Currency Translation Foreign denominated assets and liabilities of the Company's wholly-owned foreign subsidiary 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 consolidated balance sheets. When the Company dissolves, sells or substantially sells 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 consolidated statement of operations during the fiscal period when the dissolution or sale occurs. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and certain changes in stockholders' equity (deficit) 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. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash and cash equivalents, restricted cash, short-term investments and accounts receivable. The Company has historically invested its cash equivalents in highly rated money market funds, corporate debt, federal agency notes and U.S. treasury notes. Investments are acquired in accordance with the Company's investment policy which establishes a concentration limit per issuer. The Company has significant cash balances at financial institutions, which throughout the year, regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. |
Fair Value Measurements | Fair Value Measurements The carrying amounts of the Company's financial instruments as of December 31, 2023 and December 31, 2022, which include cash equivalents, restricted cash, accounts receivable, unbilled receivables, accounts payable, and accrued expenses, approximate their fair values due to the short-term nature of these instruments. See Note 4 for further discussion on fair value measurements. |
Segment Information | Segment Information The accounting guidance for segment reporting establishes standards for reporting information on operating segments in annual financial statements. The Company is an agricultural bioscience company operating in one segment, which is the development of new technologies to enable step-change increases in crop yield to enhance global food security and production of specialty oils and niche crops. 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 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 | 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, Leases |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, such as property and equipment and right-of-use assets, 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 | Grant Revenue The Company's historical source of revenue was from its government research grants in which it serves as either the primary contractor or as a subcontractor. These grants are considered an ongoing major and central operation of the Company's business. Revenue was earned as research expenses related to the grants are incurred. Revenue earned on government grants, but not yet invoiced as of the balance sheet date, are recorded as unbilled receivables in the accompanying consolidated balance sheets for the year ended December 31, 2022. Funds received from government grants in advance of work being performed, if any, are 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 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 year ended December 31, 2023, amounts paid 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. The Company needs to more fully establish its commercial operations, including substantiation of the profitable economics of its Camelina product as a biofuel feedstock and validation of grower acceptance of the crop through larger acreage adoption before it begins to record payments for seed and grain deliveries as product revenue. Until then, the Company will consider its early, small-scale acreage production of Camelina, such as those 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 to record 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 | 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 and amortization expenses 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 consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation All stock-based payments to employees, members of the Board of Directors and non-employees are recognized within operating expense 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 10 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. |
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 shareholders by the weighted-average number of common shares outstanding. Diluted net loss per share is computed by dividing net loss available to common shareholders 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 and the conversion of preferred stock. 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, convertible preferred stock and warrants. |
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 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. See Note 13 for further discussion of income taxes. The Company had no amounts recorded for unrecognized tax expense or benefits as of December 31, 2023 and 2022. |
Recent Accounting Standards Changes | Recent Accounting Standards Changes 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 consolidated financial statements . New pronouncements that are not yet effective but may impact the Company's financial statements in the future are described below. In November 2023 the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure . This standard requires disclosure of significant segment expenses that are regularly provided to a company's Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss and the title and position of the entity's CODM. The amendments in this update also expand the interim segment disclosure requirements. All disclosure requirements under this standard are also required for public entities with a single reportable segment. This standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. The Company is currently evaluating the potential impact that this new standard will have on its consolidated financial statements and related disclosures. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Reconciliation of cash, cash equivalents and restricted cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Company's consolidated balance sheets included herein: December 31, 2023 December 31, 2022 Cash and cash equivalents $ 1,068 $ 2,356 Restricted cash 264 264 Total cash, cash equivalents and restricted cash $ 1,332 $ 2,620 |
Schedule of estimated useful life of assets used to compute depreciation using the straight-line method | Depreciation and amortization 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 Property and equipment consist of the following: Year ended December 31, 2023 2022 Equipment $ 554 $ 533 Furniture and fixtures 59 59 Leasehold improvements 1,437 1,425 Total property and equipment, at cost 2,050 2,017 Less: accumulated depreciation and amortization (1,502) (1,242) Property and equipment, net $ 548 $ 775 |
Schedule of shares used to calculate diluted earnings per share | The following potentially dilutive securities were excluded from the calculation of diluted net loss per share due to their antidilutive effect: Year Ended December 31, 2023 2022 Options 1,338,921 979,748 Restricted stock awards — 27,123 Warrants 7,886,008 1,129,298 Total 9,224,929 2,136,169 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of investment holdings | The Company's investments consist 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) | 12 Months Ended |
Dec. 31, 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 and liabilities that are measured at fair value on a recurring basis as of December 31, 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 December 31, 2023 Quoted prices in active markets for identical Significant other Significant Balance as of Description (Level 1) (Level 2) (Level 3) December 31, 2023 Assets Cash equivalents: Money market funds $ 673 $ — $ — $ 673 Total assets $ 673 $ — $ — $ 673 Fair value measurements at December 31, 2022 Quoted prices in active markets for identical Significant other Significant Balance as of Description (Level 1) (Level 2) (Level 3) December 31, 2022 Assets 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 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of components of property and equipment | Depreciation and amortization 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 Property and equipment consist of the following: Year ended December 31, 2023 2022 Equipment $ 554 $ 533 Furniture and fixtures 59 59 Leasehold improvements 1,437 1,425 Total property and equipment, at cost 2,050 2,017 Less: accumulated depreciation and amortization (1,502) (1,242) Property and equipment, net $ 548 $ 775 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consist of the following: Year ended December 31, 2023 2022 Employee compensation and benefits $ 103 $ 39 Leased facilities 27 81 Professional services 452 264 Field trials and related expenses 1,032 273 Other 396 269 Total accrued expenses $ 2,010 $ 926 |
Capital Stock and Warrants (Tab
Capital Stock and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Information with regard to outstanding warrants to purchase common stock | The following table summarizes information with regard to outstanding warrants to purchase common stock as of December 31, 2023: Issuance Number of Common Shares Issuable Upon Exercise of Outstanding Warrants Exercise Price 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 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 7,886,008 |
Schedule of primary rights of convertible preferred stockholders, and common stock shares reserved for future issuance | The following shares of common stock were reserved for future issuance upon exercise of stock options, vesting of Restricted Stock Units ("RSUs") and conversion of outstanding warrants: December 31, 2023 December 31, 2022 Stock Options 1,338,921 979,748 RSUs — 27,123 Warrants 7,886,008 1,129,298 Total number of common shares reserved for future issuance 9,224,929 2,136,169 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of the activity related to the shares of common stock covered by outstanding options under the plans | A summary of the activity related to the shares of common stock covered by outstanding options is as follows: Number of Shares Weighted Average Exercise Price Remaining Contractual Term Aggregate Intrinsic Value Balance at December 31, 2021 722,765 $ 19.22 8.79 $ — Granted 260,285 3.72 Exercised — — Forfeited (1,859) 7.55 Expired (1,443) 712.92 Balance at December 31, 2022 979,748 14.10 8.15 $ — Granted 457,600 2.16 Exercised — — Forfeited (66,423) 6.35 Expired (32,004) 75.42 Balance at December 31, 2023 1,338,921 $ 8.94 7.46 $ — Vested and expected to vest at December 31, 2023 1,338,921 $ 8.94 7.46 $ — Exercisable at December 31, 2023 664,919 $ 14.15 6.81 $ — |
Schedule of assumptions used in determining fair value of stock options granted using the Black-Scholes option pricing model | For the years ended December 31, 2023, and 2022, the Company determined the fair value of stock options using the Black-Scholes option-pricing model with the following assumptions for option grants, respectively: Year Ended December 31, 2023 2022 Expected dividend yield — — Risk-free rate 3.5% - 4.7% 1.6% - 4.3% Expected option term (in years) 6.2 - 6.3 6.2 - 10.0 Volatility 119% - 123% 116% - 126% |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | A summary of RSU activity for the year ended December 31, 2023 is as follows: Number of RSUs Weighted Average Remaining Contractual Life (years) Outstanding at December 31, 2022 27,123 Awarded — Released (27,123) Forfeited — Outstanding at December 31, 2023 — 0.00 Weighted average remaining recognition period (years) 0.00 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Maturity analysis of lease liabilities | Year ended December 31, Undiscounted Cash Flows 2024 $ 810 2025 833 2026 786 2027 25 Thereafter 4 Total undiscounted future lease payments 2,458 Amount of lease payments representing interest (264) Total lease liabilities $ 2,194 Short-term lease liabilities $ 669 Long-term lease liabilities $ 1,525 |
Quantitative disclosure of lease costs | Quantitative Disclosure of Lease Costs Year Ended 2023 2022 Lease cost: Operating lease cost $ 624 $ 605 Short-term lease cost 758 696 Sublease income (659) (605) Total lease cost, net $ 723 $ 696 Other information as of: December 31, 2023 December 31, 2022 Weighted-average remaining lease term (years) 3.0 3.9 Weighted-average discount rate 7.53% 7.25% |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of components of profit (loss) before provision for income taxes | The components of loss from operations before provision for income taxes consist of the following: Year Ended December 31, 2023 2022 Domestic $ (3,817) $ (13,504) Foreign (10,638) 94 Net loss from operations before income tax provision $ (14,455) $ (13,410) |
Components of income tax benefit | The components of the income tax provision consisted of the following for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Current Tax Provision: Federal $ — $ — State — — Foreign — — Total current — — Deferred Tax Benefit: Federal — — State — — Foreign — 156 Total deferred — 156 Total tax provision $ — $ 156 |
Schedule of significant components of the Company's net deferred tax asset | Significant components of the Company's deferred tax assets are as follows: Year Ended December 31, 2023 2022 Deferred Tax Assets: Net operating loss carryforward $ 9,776 $ 6,953 Capitalization of research and development expense 2,543 1,841 Credit carryforwards 1,019 799 Stock compensation 1,081 1,043 Lease liability 581 733 Other temporary differences 22 — Total deferred tax assets 15,022 11,369 Valuation allowance (14,542) (10,739) Net deferred tax assets 480 630 Deferred Tax Liabilities: Depreciation (62) (94) Right-of-use asset (418) (536) Net deferred taxes $ — $ — |
Schedule of items accounting for the difference between the income tax benefit computed at the federal statutory rate and the provision for income taxes | The items accounting for the difference between the income tax (provision) benefit computed at the federal statutory rate of 21% and the provision for income taxes were as follows: Year Ended December 31, 2023 2022 Federal income tax at statutory federal rate 21.0 % 21.0 % State taxes 1.3 % 5.9 % Permanent differences (0.2) % (0.3) % Tax credits 1.8 % 2.0 % Foreign rate differential 4.4 % (0.1) % Stock compensation (1.1) % (1.6) % Other (1.2) % 0.0 % Change in valuation allowance (26.0) % (28.1) % Total 0.0 % (1.2) % |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of the geographic distribution of revenues and long-lived assets from continuing operations | The geographic distribution of the Company's revenues and long-lived assets are summarized in the table below. Foreign revenue is based on the country in which the Company's subsidiary that earned the revenue is domiciled. U.S. Canada Total Year Ended December 31, 2023 Revenue $ 60 $ — $ 60 Identifiable long-lived assets $ 484 $ 64 $ 548 Year Ended December 31, 2022 Revenue $ 450 $ — $ 450 Identifiable long-lived assets $ 671 $ 104 $ 775 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Unrestricted cash, cash equivalents and short-term investments | $ 1,068 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Reconciliation of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Cash and cash equivalents | $ 1,068 | $ 2,356 | |
Restricted cash | 264 | 264 | |
Total cash, cash equivalents and restricted cash | $ 1,332 | $ 2,620 | $ 5,593 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Mar. 22, 2024 $ / shares shares | Feb. 15, 2024 shares | Dec. 31, 2023 USD ($) segement shares | Dec. 31, 2022 USD ($) | |
Class of Stock [Line Items] | ||||
Restricted cash | $ | $ 264 | $ 264 | ||
Long-term investments | $ | 0 | 0 | ||
Short-term investments | $ | 0 | 1,991 | ||
Unbilled receivables | $ | $ 0 | $ 30 | ||
Number of operating segments | segement | 1 | |||
Number of securities called by warrants (in shares) | 7,886,008 | |||
RSUs | ||||
Class of Stock [Line Items] | ||||
RSUs awarded (in shares) | 0 | |||
Subsequent Event | Institutional Investors | Related Party | ||||
Class of Stock [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 200% | |||
Subsequent Event | Warrants | Institutional Investors | Related Party | ||||
Class of Stock [Line Items] | ||||
Share-based payment arrangement, option, exercise price range, shares outstanding (in shares) | 3,191,140 | |||
Exercise price of warrants (in USD per share) | $ / shares | $ 0.43 | |||
Number of securities called by warrants (in shares) | 6,382,280 | |||
Subsequent Event | RSUs | ||||
Class of Stock [Line Items] | ||||
RSUs awarded (in shares) | 600,000 | |||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 50% | |||
Subsequent Event | RSUs | Minimum | ||||
Class of Stock [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, increments grants period | 6 months | |||
Subsequent Event | RSUs | Maximum | ||||
Class of Stock [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, increments grants period | 12 months |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Estimated Useful Lives (Details) | Dec. 31, 2023 |
Equipment | |
Property and Equipment | |
Estimated Useful Life | 3 years |
Furniture and fixtures | |
Property and Equipment | |
Estimated Useful Life | 5 years |
Software | |
Property and Equipment | |
Estimated Useful Life | 3 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Antidilutive Common Stock Excluded From Calculation of Dilutive Shares (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 9,224,929 | 2,136,169 |
Options | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 1,338,921 | 979,748 |
Restricted stock awards | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 0 | 27,123 |
Warrants | ||
Antidilutive securities | ||
Antidilutive common stock excluded from the calculation of dilutive shares | 7,886,008 | 1,129,298 |
Investments (Details)
Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Short-term Investments [Abstract] | ||
Accumulated Cost | $ 1,992 | |
Unrealized Gain | 0 | |
Unrealized (Loss) | (1) | |
Market Value | 1,991 | |
Long-term investments | $ 0 | 0 |
Government securities | ||
Short-term Investments [Abstract] | ||
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 1,991 | |
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 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 673 | 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 | 673 | 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 | 673 | 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 | 673 | 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 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property and equipment, net | ||
Total property and equipment, at cost | $ 2,050 | $ 2,017 |
Less: accumulated depreciation and amortization | (1,502) | (1,242) |
Property and equipment, net | 548 | 775 |
Depreciation and amortization expense | 274 | 263 |
Equipment | ||
Property and equipment, net | ||
Total property and equipment, at cost | 554 | 533 |
Furniture and fixtures | ||
Property and equipment, net | ||
Total property and equipment, at cost | 1,437 | 1,425 |
Leasehold improvements | ||
Property and equipment, net | ||
Total property and equipment, at cost | $ 59 | $ 59 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Employee compensation and benefits | $ 103 | $ 39 |
Leased facilities | 27 | 81 |
Professional services | 452 | 264 |
Field trials and related expenses | 1,032 | 273 |
Other | 396 | 269 |
Total accrued expenses | $ 2,010 | $ 926 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Nov. 30, 2020 | Dec. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Minimum Guaranteed Payments, Incurred | $ 72 | |
Contractual obligation | 204 | |
Collaborative Arrangement | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Collaborative Arrangement, Research Funding And Option Fees Payable | $ 219 | $ (31) |
Term of option for license agreement | 2 years |
Capital Stock and Warrants - Na
Capital Stock and Warrants - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Aug. 15, 2023 USD ($) numberOfUnits shares $ / shares | May 05, 2023 USD ($) | May 03, 2023 $ / shares shares | Jan. 24, 2023 $ / shares | Mar. 31, 2023 USD ($) $ / shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Class of Stock [Line Items] | |||||||
Common stock price (in dollars per share) | $ / shares | $ 2.9799 | ||||||
Common stock issued in offering (in shares) | 1 | ||||||
Sale of Stock, Maximum Shares | 931,600 | ||||||
Common stock, par value per share (in dollars per share) | $ / shares | $ 4,200,000 | $ 0.01 | $ 0.01 | ||||
Number of securities called by warrants (in shares) | 7,886,008 | ||||||
Issuance of common stock for director compensation (in shares) | 99,237 | ||||||
Issuance of common stock for director compensation | $ | $ 49 | ||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||||
Preferred stock, par value per share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | |||||
Pre-Funded Warrant | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 0.0001 | ||||||
Number of securities called by warrants (in shares) | 75,110 | ||||||
Private Warrant | |||||||
Class of Stock [Line Items] | |||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 2.98 | ||||||
Number of securities called by warrants (in shares) | 1,006,710 | ||||||
IPO | |||||||
Class of Stock [Line Items] | |||||||
Sale Of Stock, Number Of Units Issued In Transaction | numberOfUnits | 5,750,000 | ||||||
Common stock price (in dollars per share) | $ / shares | $ 0.65 | ||||||
Proceeds from Issuance Initial Public Offering | $ | $ 3,125 | ||||||
Issuance costs | $ | $ 613 | ||||||
IPO | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued in offering (in shares) | 1 | ||||||
Sale Of Stock, Number Of Share Purchase In Transaction | 1 | ||||||
IPO | Warrants | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued in offering (in shares) | 1 | ||||||
Exercise price of warrants (in USD per share) | $ / shares | $ 0.65 | ||||||
Warrants, expected term | 5 years | ||||||
Registered Direct Offering and Private Placement | |||||||
Class of Stock [Line Items] | |||||||
Issuance costs | $ | $ 283 | ||||||
Sale of Stock, Maximum Offering Amount | $ | $ 3,000 | ||||||
At-the-Market Program | |||||||
Class of Stock [Line Items] | |||||||
Common stock issued in offering (in shares) | 94,665 | ||||||
Issuance costs | $ | $ 196 | ||||||
Commission rate | 2.75% | ||||||
Amount received from offering of common stock, net of issuance costs | $ | $ 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) | Dec. 31, 2023 $ / shares shares |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 7,886,008 |
Public Offering Expiring August 2028 | |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 5,750,000 |
Exercise Price (in USD per share) | $ / shares | $ 0.65 |
Registered Direct and Private Placement Warrant Expiring November 2028 | |
Class of Stock [Line Items] | |
Number of Shares Issuable Upon Exercise of Outstanding Warrants (in shares) | 1,006,710 |
Exercise Price (in USD 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 USD 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 USD 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 USD per share) | $ / shares | $ 8 |
Registered direct 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 USD per share) | $ / shares | $ 8 |
Capital Stock and Warrants - _2
Capital Stock and Warrants - Schedule of Common Stock Reserved For Future Issuance (Details) - shares | Dec. 31, 2023 | Dec. 31, 2022 |
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 9,224,929 | 2,136,169 |
Options | ||
Class of Stock [Line Items] | ||
Total number of common shares reserved for future issuance | 1,338,921 | 979,748 |
RSUs | ||
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 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Feb. 15, 2024 | Jan. 01, 2024 | Jan. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock-based compensation | ||||||
Stock-based compensation | $ 1,592 | $ 1,903 | ||||
Stock-based compensation expense, net of estimated forfeitures, related to unvested awards not yet recognized | $ 2,091 | |||||
Weighted average period over which unrecognized compensation expense is expected to be recognized | 2 years 6 months 7 days | |||||
Weighted average grant date fair value of options granted (in dollars per share) | $ 1.63 | $ 3.31 | ||||
Taxes paid on employees' behalf related to vesting of stock awards | $ (41) | $ (37) | ||||
Additional Paid-In Capital | ||||||
Stock-based compensation | ||||||
Taxes paid on employees' behalf related to vesting of stock awards | $ (41) | $ (37) | ||||
2018 Stock Plan | ||||||
Stock-based compensation | ||||||
Shares reserved for issuance | 32,500 | |||||
Increase in shares available for issuance, percent | 5% | |||||
Additional shares authorized | 247,210 | |||||
Options and restricted stock awards issued (in shares) | 1,517,319 | |||||
Options and restricted stock awards outstanding (in shares) | 1,324,777 | |||||
2018 Stock Plan | Subsequent Event | ||||||
Stock-based compensation | ||||||
Additional shares authorized | 601,621 | |||||
2006 Plan, 2014 Plan and 2018 Stock Plan | ||||||
Stock-based compensation | ||||||
Expiration period | 10 years | |||||
2006 Plan, 2014 Plan and 2018 Stock Plan | Minimum | ||||||
Stock-based compensation | ||||||
Vesting period for options granted | 1 year | |||||
2006 Plan, 2014 Plan and 2018 Stock Plan | Maximum | ||||||
Stock-based compensation | ||||||
Vesting period for options granted | 4 years | |||||
Stock options | ||||||
Stock-based compensation | ||||||
Unvested and outstanding options (in shares) | 1,338,921 | 979,748 | 722,765 | |||
Exercise of common stock options (in shares) | 0 | 0 | ||||
Weighted average remaining contractual term for options outstanding | 7 years 5 months 15 days | 8 years 1 month 24 days | 8 years 9 months 14 days | |||
Stock options | 2006 Plan | ||||||
Stock-based compensation | ||||||
Options awarded to date (in shares) | 3,662 | |||||
Unvested and outstanding options (in shares) | 79 | |||||
Stock options | 2018 Stock Plan | ||||||
Stock-based compensation | ||||||
Options awarded to date (in shares) | 16,896 | |||||
Unvested and outstanding options (in shares) | 14,065 | |||||
Restricted stock awards | 2014 Plan | ||||||
Stock-based compensation | ||||||
Options awarded to date (in shares) | 3,619 | |||||
RSUs | ||||||
Stock-based compensation | ||||||
RSUs awarded (in shares) | 0 | |||||
RSUs | Subsequent Event | ||||||
Stock-based compensation | ||||||
RSUs awarded (in shares) | 600,000 | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 50% | |||||
RSUs | Minimum | Subsequent Event | ||||||
Stock-based compensation | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, increments grants period | 6 months | |||||
RSUs | Maximum | Subsequent Event | ||||||
Stock-based compensation | ||||||
Share-based compensation arrangement by share-based payment award, equity instruments other than options, increments grants period | 12 months |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Number of Shares | |||
Balance at the beginning of the period (in shares) | 979,748 | 722,765 | |
Granted (in shares) | 457,600 | 260,285 | |
Exercised (in shares) | 0 | 0 | |
Forfeited (in shares) | (66,423) | (1,859) | |
Expired (in shares) | (32,004) | (1,443) | |
Balance at the end of the period (in shares) | 1,338,921 | 979,748 | 722,765 |
Vested and expected to vest at the end of the period (in shares) | 1,338,921 | ||
Options exercisable at the end of the period (in shares) | 664,919 | ||
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $ 14.10 | $ 19.22 | |
Granted (in dollars per share) | 2.16 | 3.72 | |
Exercised (in dollars per share) | 0 | 0 | |
Forfeited (in dollars per share) | 6.35 | 7.55 | |
Expired (in dollars per share) | 75.42 | 712.92 | |
Balance at the end of the period (in dollars per share) | 8.94 | $ 14.10 | $ 19.22 |
Vested and expected to vest at the end of the period (in dollars per share) | 8.94 | ||
Exercisable at the end of the period (in dollars per share) | $ 14.15 | ||
Remaining Contractual Term | |||
Balance | 7 years 5 months 15 days | 8 years 1 month 24 days | 8 years 9 months 14 days |
Vested and expected to vest | 7 years 5 months 15 days | ||
Exercisable | 6 years 9 months 21 days | ||
Aggregate Intrinsic Value | |||
Balance | $ 0 | $ 0 | $ 0 |
Vested and expected to vest | 0 | ||
Exercisable | $ 0 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions Used for Fair Value of Stock Options (Details) - Stock options | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Assumptions used to determine fair value of stock options | ||
Expected dividend yield | 0% | 0% |
Risk-free rate, minimum | 3.50% | 1.60% |
Risk-free rate, maximum | 4.70% | 4.30% |
Volatility, minimum | 119% | 116% |
Volatility, maximum | 123% | 126% |
Minimum | ||
Assumptions used to determine fair value of stock options | ||
Expected option term | 6 years 2 months 12 days | 6 years 2 months 12 days |
Maximum | ||
Assumptions used to determine fair value of stock options | ||
Expected option term | 6 years 3 months 18 days | 10 years |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (RSUs) (Details) - RSUs | 12 Months Ended |
Dec. 31, 2023 shares | |
Number of RSUs | |
Outstanding (in shares) | 27,123 |
Awarded (in shares) | 0 |
Released (in shares) | (27,123) |
Forfeited (in shares) | 0 |
Outstanding (in shares) | 0 |
Weighted average remaining contractual life | 0 years |
Leases - Maturity Analysis of L
Leases - Maturity Analysis of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 810 | |
2025 | 833 | |
2026 | 786 | |
2027 | 25 | |
Thereafter | 4 | |
Amount of lease payments representing interest | (264) | |
Total lease liabilities | 2,194 | |
Short-term lease liabilities | 669 | $ 575 |
Long-term lease liabilities | $ 1,525 | $ 2,075 |
Leases - Quantitative Disclosur
Leases - Quantitative Disclosure of Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lease cost: | ||
Operating lease cost | $ 624 | $ 605 |
Short-term lease cost | 758 | 696 |
Sublease income | (659) | (605) |
Total lease cost, net | $ 723 | $ 696 |
Other information as of: | ||
Weighted-average remaining lease term | 3 years | 3 years 10 months 24 days |
Weighted-average discount rate | 7.53% | 7.25% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2016 ft² | Dec. 31, 2023 USD ($) ft² | Dec. 31, 2016 ft² | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Security deposit - letter of credit | $ 12 | ||
19 Presidential Way, Woburn, Massachusetts | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Leased area (in sqft) | ft² | 22,213 | ||
Security deposit - letter of credit | $ 229 | ||
410 Downey Road and 110 Gymnasium Place | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Leased area (in sqft) | ft² | 9,600 | ||
CJ CheilJedang Corporation | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Security deposit - letter of credit | $ 103 | ||
Subleased area (in sqft) | ft² | 9,874 | ||
Undiscounted future lease payments | $ 2,458 |
CONVERTIBLE NOTE PAYABLE, NET (
CONVERTIBLE NOTE PAYABLE, NET (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Apr. 27, 2023 | |
Debt Instrument [Line Items] | |||
Proceeds from issuance of convertible debt note, net of issuance costs | $ 967 | $ 0 | |
Convertible Note | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt Instrument, Face Amount | $ 1,000 | ||
Debt Instrument, Convertible, Conversion Price | $ 3.07 | ||
Debt Issuance Costs, Gross | $ 33 | ||
Debt Instrument, Interest Rate, Stated Percentage | 8% | ||
Debt Instrument, Interest Rate, Effective Percentage | 10.70% | ||
Debt Issuance Costs, Net | $ 17 |
Income Taxes - Schedule of comp
Income Taxes - Schedule of components of profit (loss) before provision for income taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (3,817) | $ (13,504) |
Foreign | (10,638) | 94 |
Loss from operations before income taxes | $ (14,455) | $ (13,410) |
Income Taxes - Components of in
Income Taxes - Components of income tax benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal | $ 0 | $ 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total current | 0 | 0 |
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 156 |
Deferred tax asset | 0 | 156 |
Income tax provision | $ 0 | $ 156 |
Income Taxes - Schedule of sign
Income Taxes - Schedule of significant components of the Company's net deferred tax asset (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 9,776 | $ 6,953 |
Capitalization of research and development expense | 2,543 | 1,841 |
Credit carryforwards | 1,019 | 799 |
Stock compensation | 1,081 | 1,043 |
Lease liability | 581 | 733 |
Other temporary differences | 22 | 0 |
Total deferred tax assets | 15,022 | 11,369 |
Valuation allowance | (14,542) | (10,739) |
Net deferred tax assets | 480 | 630 |
Depreciation | (62) | (94) |
Right-of-use asset | (418) | (536) |
Net deferred taxes | $ 0 | $ 0 |
Income Taxes - Schedule of item
Income Taxes - Schedule of items accounting for the difference between the income tax benefit computed at the federal statutory rate and the provision for income taxes (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax at statutory federal rate | 21% | 21% |
State taxes | 1.30% | 5.90% |
Permanent differences | (0.20%) | (0.30%) |
Tax credits | 1.80% | 2% |
Foreign rate differential | 4.40% | (0.10%) |
Stock compensation | (1.10%) | (1.60%) |
Other | (1.20%) | 0% |
Change in valuation allowance | (26.00%) | (28.10%) |
Total | 0% | (1.20%) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Contingency [Line Items] | ||
Interest and penalties accrued | $ 0 | $ 0 |
Provision for income taxes for undistributed earnings of foreign subsidiaries | 0 | |
Undistributed earnings of foreign subsidiaries | 1,082 | $ 1,081 |
Internal Revenue Service (IRS) | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 25,130 | |
Internal Revenue Service (IRS) | Research Tax Credit Carryforward | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforward, amount | 569 | |
State and Local Jurisdiction | ||
Income Tax Contingency [Line Items] | ||
Net operating loss carryforwards | 25,124 | |
State and Local Jurisdiction | Research Tax Credit Carryforward | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforward, amount | 412 | |
Foreign Tax Authority | Research Tax Credit Carryforward | ||
Income Tax Contingency [Line Items] | ||
Tax credit carryforward, amount | $ 123 |
Employee Benefits (Details)
Employee Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Maximum contribution by participants under the 401(k) savings plan (as a percent) | 60% | |
Employer's matching contribution in common stock as a percentage of a participant's total compensation, percent | 4.50% | |
Related expense for common stock issued under the 401(k) savings plan | $ 108 | $ 133 |
Government Research Grants (Det
Government Research Grants (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Sep. 15, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | |
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Government grant term | 5 years | ||
Revenues | $ 60 | $ 450 | |
Systems Approach to Increasing Carbon Flux to Seed Oil | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Cumulative amount awarded | 2,957 | ||
Grant revenue | Systems Approach to Increasing Carbon Flux to Seed Oil | |||
Research and Development Arrangement, Contract to Perform for Others [Line Items] | |||
Revenues | $ 60 | $ 450 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Geographic Information | ||
Revenue | $ 60 | $ 450 |
Identifiable long-lived assets | 548 | 775 |
Reportable Geographical Components | ||
Geographic Information | ||
Revenue | 60 | 450 |
Identifiable long-lived assets | 548 | 775 |
Reportable Geographical Components | U.S. | ||
Geographic Information | ||
Revenue | 60 | 450 |
Identifiable long-lived assets | 484 | 671 |
Reportable Geographical Components | Canada | ||
Geographic Information | ||
Revenue | 0 | 0 |
Identifiable long-lived assets | $ 64 | $ 104 |
Subsequent Event (Details)
Subsequent Event (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 22, 2024 | Feb. 14, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||
Number of securities called by warrants (in shares) | 7,886,008 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
License agreement term | 3 years | ||
Proceeds from license fees received | $ 3,000 | ||
Institutional Investors | Related Party | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Share-based compensation arrangement by share-based payment award, purchase price of common stock, percent | 200% | ||
Warrant Issued In May 2023 | Institutional Investors | Related Party | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of securities called by warrants (in shares) | 671,140 | ||
Exercise price of warrants (in USD per share) | $ 2.98 | ||
Warrant Issued In August 2023 | Institutional Investors | Related Party | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of securities called by warrants (in shares) | 2,520,000 | ||
Exercise price of warrants (in USD per share) | $ 0.65 | ||
Warrants | Institutional Investors | Related Party | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Number of securities called by warrants (in shares) | 6,382,280 | ||
Exercise price of warrants (in USD per share) | $ 0.43 | ||
Share-based payment arrangement, option, exercise price range, shares outstanding (in shares) | 3,191,140 | ||
Proceeds from warrant exercises | $ 1,372 |