13D Filing: Birchview Capital and Yield10 Bioscience Inc. (YTEN)

Explanatory Note

The following
constitutes Amendment No. 2 (the “Amendment No. 2”) to the Schedule 13D filed by the undersigned. This Amendment
No. 2 amends the Schedule 13D as specifically set forth herein.

ITEM 4.

Purpose of Transaction.

Item 4 of the Schedule 13D
is hereby amended and restated in its entirety as follows:

 

December 2017 Underwriting Agreement

On December
19, 2017, the Issuer entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann
& Co. Inc. (the “Underwriter”), pursuant to which the Issuer agreed to issue and sell, in a registered public offering
by the Issuer (the “Public Offering”), 3,828,000 Class A Units (the “Class A Units”), with each Class A
Unit consisting of one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”), a
warrant to purchase one share of Common Stock, exercisable at a price of $2.25 for a five year period (a “Series A Warrant”),
and a warrant to purchase 0.5 of one share of Common Stock, exercisable at a price of $2.25 for a nine month period (a “Series
B Warrant” and together with the Series A Warrants, the “Warrants”), with each Class A Unit to be offered to
the public at an offering price of $2.25 per Class A Unit

In the Public
Offering, the Fund purchased 44,444 shares of Common Stock, 44,444 Series A Warrants and 22,222 Series B Warrants, for an aggregate
purchase price of $100,000.

 

Additional Disclosure

The Reporting
Persons intend to hold the Units (together with the Common Stock, the Warrants and Common Stock underlying the Warrants collectively,
the “Securities”) for investment purposes in the ordinary course of their business of investing in securities for their
own accounts. The Reporting Persons reserve the right to formulate plans and/or make proposals, and take such actions with
respect to their investment in the Issuer, including, subject to applicable law, (i) to hold its Securities as a passive investor
or as an active investor, (ii) to acquire beneficial ownership of additional Securities in the open market, in privately
negotiated transactions or otherwise, (iii) to dispose of all or part of its holdings of Securities, (iv) to
take other actions which could involve one or more of the types of transactions or have one or more of the results described in
Item 4 of this Schedule 13D, or (v) to change its intention with respect to any or all of the matters referred to
in this Item 4.