Yield10 Bioscience (YTENQ) Risk Analysis

The reduction in outstanding shares that resulted from the reverse stock split reduced the proportion of shares owned by our stockholders relative to the number of shares authorized for issuance, giving our Board of Directors an effective increase in the relative number of authorized shares available for issuance, in its discretion. Our Board of Directors may from time to time may deem it to be in the best interests of the Company and its stockholders to enter into transactions and other ventures that may include the issuance of shares of our common stock. If our Board of Directors authorizes the issuance of additional shares of common stock subsequent to a reverse stock split, the dilution to the ownership interest of our existing stockholders may be greater than would occur had such reverse stock split not been effected.

On May 14, 2024, we received the Delisting Notice from the Staff of Nasdaq stating that Nasdaq would suspend trading in our common stock, effective at the opening of trading on May 16, 2024, because the Company had not regained compliance with the minimum stockholders' equity requirement pursuant to Rule 5550(b)(1) during the grace period previously granted to the Company. Beginning on May 16, 2024, our common stock began trading on the "over-the-counter" market operated by the OTC Markets Group under our existing "YTEN" trading symbol, and effective July 19, 2024, it is now quoted on the OTC-QB market. The Company was given a period of 15 days from the date of the Delisting Notice to submit a written request for a review of the Nasdaq Hearings Panel's delisting determination by the Nasdaq Listing and Hearing Review Council. The Company did not appeal the Nasdaq Hearings Panel's determination. On July 19, 2024, a Form 25-NSE was filed with the SEC, removing the Company's common stock from listing and registration on Nasdaq. The trading of our common stock in the OTC Marketplace may have an unfavorable impact on our stock price and liquidity. The OTC Marketplace is a significantly more limited market than Nasdaq. The quotation of our shares on such marketplace may result in a less liquid market available for existing and potential stockholders to trade shares of our common stock, could further depress the trading price of our common stock, and could have a long-term adverse impact on our ability to raise capital in the future. Further, our delisting from Nasdaq may impair your ability to sell or purchase our common stock when you wish to do so. In addition, with the delisting from Nasdaq, our common stock ceases to be recognized as covered securities, and we would be subject to regulation in each state in which we offer our securities.

Based on the number of shares outstanding as of March 21, 2024, our officers, directors and stockholders who hold at least 5 percent of our stock beneficially own a combined total of approximately 28.1 percent of our outstanding common stock, including shares of common stock subject to stock options and warrants that are currently exercisable or are exercisable within 60 days after March 21, 2024. If these officers, directors, and principal stockholders or a group of our principal stockholders act together, they will be able to exert a significant degree of influence over our management and affairs and control matters requiring stockholder approval, including the election of directors and approval of mergers, business combinations or other significant transactions. The interests of one or more of these stockholders may not always coincide with our interests or the interests of other stockholders. For instance, officers, directors, and principal stockholders, acting together, could cause us to enter into transactions or agreements that we would not otherwise consider. Similarly, this concentration of ownership may have the effect of delaying or preventing a change in control of our company otherwise favored by our other stockholders. As of March 21, 2024, Jack W. Schuler (and his related entities) beneficially owned approximately 22.7 percent of our common stock. To the extent that this or any other significant stockholders oppose any proposal put forth for stockholder approval by our board of directors, they control a sufficient percentage of our outstanding shares to cause such proposal to either fail or be very difficult to achieve without their support. This, in turn, could have a negative effect on the market price of our common stock. It could also prevent our stockholders from realizing a premium over the market price for their shares of common stock. The concentration of ownership also may contribute to the low trading volume and volatility of our common stock.

Provisions of our certificate of incorporation and by-laws and Delaware law may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which our stockholders might otherwise receive a premium for their shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. In addition, Section 203 of the Delaware General Corporation Law ("DGCL") prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, which generally refers to a person which together with its affiliates owns, or within the last three years has owned, 15 percent or more of our voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that our stockholders could receive a premium for their common stock in an acquisition.

Trading volume in our stock can fluctuate and an active trading market for our common stock may not be available on a consistent basis to provide stockholders with adequate liquidity. Our stock price may be volatile, and our stockholders could lose a significant part of their investment. The public trading price for our common stock will be affected by a number of factors, including: - any change in the status of our Nasdaq listing;- the need for near-term financing to continue operations;- reported progress in our efforts to develop crop related technologies, relative to investor expectations;- changes in earnings estimates, investors' perceptions, recommendations by securities analysts or our failure to achieve analysts' earnings estimates;- quarterly variations in our or our competitors' results of operations;- general market conditions and other factors unrelated to our operating performance or the operating performance of our competitors;- future issuances and/or sales of our securities;- announcements or the absence of announcements by us, or our competitors, regarding acquisitions, new products, regulatory developments, significant contracts, commercial relationships or capital commitments;- commencement of, or involvement in, litigation;- any major change in our board of directors or management;- changes in governmental regulations or in the status of our regulatory approvals;- announcements related to patents issued to us or our competitors and to litigation involving our intellectual property;- a lack of, or limited, or negative industry or security analyst coverage;- uncertainty regarding our ability to secure additional cash resources with which to operate our business;- a decision by our significant stockholders to increase or decrease their holdings in our common stock;- short-selling or similar activities by third parties; and - other factors described elsewhere in these risk factors. As a result of these factors, our stockholders may not be able to resell their shares at, or above, their purchase price. In addition, the stock prices of many technology companies have experienced wide fluctuations that have often been unrelated to the operating performance of those companies. Any negative change in the public's perception of the prospects of industrial or agricultural biotechnology companies could depress our stock price regardless of our results of operations. These factors may have a material adverse effect on the market price and liquidity of our common stock and affect our ability to obtain required financing.

Execution of our business plan requires additional financing. If we raise additional funds through equity offerings or offerings of equity-linked securities, including warrants or convertible debt securities, we expect that our existing stockholders will experience significant dilution, and the terms of such securities may include liquidation or other preferences that adversely affect the rights of current stockholders. Debt financing, if available, may subject us to restrictive covenants that could limit our flexibility in conducting future business activities, including covenants limiting or restricting our ability to incur additional debt, dispose of assets, or make capital expenditures. We may also incur ongoing interest expense and be required to grant a security interest in our assets in connection with any debt issuance. If we raise additional funds through strategic partnerships or licensing agreements with third parties, we may have to relinquish valuable rights to our technologies or grant licenses on terms that are not favorable to us.

The consummation of the Asset Sale is subject to the satisfaction or waiver of various conditions, including the approval of the Asset Sale by our stockholders. We cannot guarantee that the closing conditions to be set forth in the Asset Purchase Agreement will be satisfied. If we are unable to satisfy the closing conditions or if other mutual closing conditions are not satisfied, Nuseed will not be obligated to complete the Asset Sale. In the event that the Asset Sale is not completed, the announcement of the termination of the Asset Purchase Agreement may adversely affect the trading price of our common stock, our business or our relationships with our consultants and other third parties. In addition, if the Asset Sale is not completed, our Board of Directors, in discharging its fiduciary obligations to our stockholders, may evaluate other strategic alternatives in respect of our remaining assets that may be available, which alternatives may not be as favorable as the Asset Sale and may not result in any definitive transaction or enhance stockholder value. Any future sale of all or substantially all of our assets or certain other transactions may be subject to further stockholder approval. However, because our Board of Directors and management believe that they have exhausted all reasonable and viable strategic alternatives, it is possible that we would seek voluntary dissolution at a later time and likely with diminished assets. In addition, we could cease all operations, make an assignment for the benefit of creditors, turn the company over to a third-party management company or liquidator or file for bankruptcy protection.