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

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549

SCHEDULE
13D

(Rule 13d-101)

INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-l(a)
AND AMENDMENTS THERETO FILED PURSUANT

TO RULE 13d-2(a)

(Amendment
No. 2)*

Yield10
Bioscience, INC

(Name of
Issuer)

COMMON STOCK,
$0.01 PAR VALUE PER SHARE

(Title of
Class of Securities)

98585K201

(CUSIP Number)

Matthew Strobeck

c/o Birchview Capital

688
Pine Street, Suite D

Burlington,
VT 05401

(802) 923-3080

(Name, Address
and Telephone Number of Person Authorized to Receive Notices and Communications)

December
21, 2017

(Date of
Event Which Requires Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

(Continued on
the following pages)

(Page
1 of 12 Pages)

The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of
the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.

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 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.

Item 5 of the Schedule 13D
is hereby amended and restated in its entirety as follows:

(a)       The
aggregate percentage of shares of Common Stock reported owned by each person named herein is based upon 8,661,379 shares of Common
Stock outstanding. This latter number of shares of Common Stock is arrived at by adding the number of shares of Common Stock reported
as being outstanding in the Issuer’s 10-K filed December 21, 2017 (8,581,603 shares of Common Stock) to the number of shares
of Common Stock (79,776 shares of Common Stock) which would be receivable by the Reporting Persons if they were to convert all
of the Issuer’s Warrants held by them into shares of Common Stock.

(b)       As
of the date hereof, the Fund beneficially owned 186,079 shares of Common Stock, representing approximately 2.2% of the shares of
the Common Stock of the Issuer outstanding. (The Investment Manager is the investment manager of the Fund and may be deemed to
have sole power to direct the voting and disposition of the shares of Common Stock held by the Fund (the “Fund Shares”).
The Manager is a member of the Fund and may be deemed to have sole power to direct the voting and disposition of the Fund Shares.
The GP is the general partner of the Investment Manager and may be deemed to have sole power to direct the voting and disposition
of the Fund Shares. Mr. Strobeck is the sole member of the GP, a partner of the Investment Manager and sole member and principal
of the Manager and has the power to direct the voting and disposition of the Fund Shares. Each of the Reporting Persons disclaims
beneficial ownership of the Fund Shares except to the extent of their pecuniary interest therein, if any.

As of the date
hereof, Mr. Strobeck is deemed to beneficially own 352,713 shares of Common Stock, representing approximately 4.1% of the
shares of the Common Stock of the Issuer outstanding, which includes the Fund Shares and 166,634 shares of Common Stock beneficially
owned by Mr. Strobeck.

The Fund:

The Investment Manager:

The GP:

The Manager:

Mr. Strobeck:

(c)          On
December 21, 2017, the Fund purchased 44,444 shares of Common Stock, 44,444 Series A Warrants and 22,222 Series B Warrants.

Except as set
forth above, the Reporting Persons have not effected any transaction in the shares of Common Stock in the last 60 days.

(d)        Except
as set forth in this Schedule 13D, to the knowledge of the Reporting Person, no person had the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.

(e)        Not
applicable.

SIGNATURE

After reasonable
inquiry and to the best of the undersigned’s knowledge and belief, the undersigned hereby certifies that the information
set forth in this statement is true, complete and correct.

Dated: December 29, 2017