GreenLight Biosciences (NASDAQ:GRNA), which combined with Environmental Impact in February 2022, announced this morning that it is being acquired in a go-private transaction by Fall Line Capital for $45.5 million.
While this is a steep valuation decline from its $1.23 billion enterprise value at the announcement of its SPAC deal, this price does represent a 50% premium to GreenLight’s last closing price.
Shareholders owning 79.5% of GreenLight’s outstanding equity have agreed to exchange shares for Series A-2 preferred stock in a new holding company that will own the group. The company is also to receive $15 million in cash and issue $15 million in unsecured notes for working capital purposes.
Fall Line aims to supplement this with sales of $100 million in convertible secured promissory notes in the company to further fund it at close and has gathered about $52 million of this amount so far.
GreenLight, which is developing RNA-based vaccines for human health and agricultural crop protection, previewed the deal in its May 11 earnings release, noting that it received an indication of interest from Fall Line in March.
That news was accompanied with results showing that the company’s cash reserves were depleting rapidly to $32.4 million as of the end of the first quarter, down from $68.1 million in December. It predicted that this would be enough to get it through the second quarter, but some other move would be required to extend its runway thereafter.
This was the tail end of GreenLight’s SPAC proceeds, which included a $124 million PIPE. But, the company’s high R&D costs, coupled with just $3.8 million in revenue in the first quarter coming from collaborations have left it on an unsustainable path.
Fortunately, its existing backers are still believers. Fall Line was an investor in its PIPE, and it own investment portfolio is made up of farmland it manages and technology companies it views as strategic to those farms’ success.
As such, GreenLight will be able to continue its work from a private position over the medium term. And, should it regain its footing, it may have the chance at another to back to the public markets in a climate more supportive to early tech ventures.
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