GreenLight Biosciences will seek its dream off Wall Street in a go-private deal less than two years after taking the special purpose acquisition company route there.
The company is returning to private life in a $45.5 million all-cash deal from a coalition led by Fall Line Capital, according to a Tuesday relaease. The agreement comes two months after GreenLight first disclosed that Fall Line was interested in scooping up the faltering RNA biotech. The deal was unanimously agreed upon by GreenLight's board of directors.
Shareholders with nearly 80% of the company’s outstanding shares have agreed to trade those in for series A-2 preferred stock of a new holding company that will own 100% of GreenLight. Fall Line and a select number of investors also entered into a convertible note purchase agreement, whereby the buyers are paying out $100 million to the investors in secured convertible promissory notes, which allow the investors to convert debt into equity. Fall Line and its partners have committed just over $52 million so far.
GreenLight will receive $15 million in cash and issue $15 million in unsecured notes to provide a bit of runway.
The terms of the deal allow GreenLight to keep one eye open for any other potential suitors, albeit for a short period. The company can solicit additional proposals for up to 30 days beginning on the date of the agreement, though GreenLight concedes that it may not receive a better deal. GreenLight also seems inclined to keep additional proposals close to the chest, should they arise.
The deal marks the end of GreenLight's Wall Street flight, which hardly left the tarmac after being valued at $1.2 billion. The company went public amid the SPAC boom of 2021 but has seen its shares tumble since. The company was aiming its cell-free mRNA platform at vaccines after originally working on agriculture.