Debt

3 Months Ended

Mar. 31, 2022

GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member]

Debt

10.DEBT

A summary of the outstanding debt as of March 31, 2022 is as follows:

AS OF MARCH 31, 2022
DESCRIPTION	ISSUANCE DATE(S)	MATURITY DATE(S)	STATED INTEREST RATE			PRINCIPAL BALANCE OUTSTANDING		UNAMORTIZED DEBT DISCOUNT			DEBT BALANCE
Trinity Equipment Financing	March 2021 - August 2021	March 2024 - August 2024	9.48% - 9.73%			$	8,598	$	(223	)	$	8,375
Term Loan – Silicon Valley Bank	September 2021	September 2024		3.50	%		10,000		(193	)		9,807
Term Loan – Horizon	December 2021	May 2025		9.00	%		15,000		(479	)		14,521
Capital lease							832		—			832
Total Debt							34,430		(895	)		33,535
Less: Current Portion												(9,849	)
Total Long-Term											$	23,686

A summary of the outstanding debt as of December 31, 2021 is as follows:

AS OF DECEMBER 31, 2021
DESCRIPTION	ISSUANCE DATE(S)	MATURITY DATE(S)	STATED INTEREST RATE			PRINCIPAL BALANCE OUTSTANDING		UNAMORTIZED DEBT DISCOUNT			DEBT BALANCE
Trinity equipment financing	March 2021 - August 2021	March 2024 - August 2024	9.48% - 9.73%			$	9,454	$	(252	)	$	9,202
Term loan - Silicon Valley Bank	September 2021	September 2024		3.50	%		10,000		(225	)		9,775
Term loan - Horizon	December 2021	May 2025		9.00	%		15,000		(582	)		14,418
Capital lease							992		-			992
Total Debt							35,446		(1,060	)		34,386
Less: Current Portion												(7,234	)
Total Long-Term												27,152
Convertible notes - PIPE Investors	December 2021	December 2022		0.33	%		13,500		0			13,500
Convertible notes (a)	April & May 2020	April & May 2022		5.00	%		18,213		(22	)		18,191
							31,713		(22	)		31,691
Total debt and convertible notes						$	67,159	$	(1,082	)	$	66,077

a)As of December 31, 2021 and March 31, 2022, the Company’s debt liability included $16.8 million and $0, respectively, of convertible notes issued by GLPRI in 2020, as well as the associated accrued interest liability of $1.4 million and $0, respectively.

Convertible Instruments -PIPE Investors

In December 2021, certain new and existing investors in GreenLight (the “Prepaying PIPE Investors”) agreed to purchase from GreenLight convertible instruments with an aggregate principal amount of approximately $35.3 million (the “PIPE Instruments”). The Company received $13.5 million in December 2021 and $21.8 million in January of 2022.

In conjunction with entering into the PIPE Instruments, each PIPE Investor entered into a side letter agreement (the “Side Letter”) with GreenLight, which required the PIPE

Investor to tender its PIPE Instrument as a corresponding payment for all or a portion of such PIPE Investor’s purchase of shares upon the closing of a business combination.

In February of 2022, in accordance with the Business Combination, $35.3 million of the PIPE Instruments were surrendered, cancelled, and converted into shares of common

stock. The Company determined that the cancellation and conversion of the PIPE Instruments represented an extinguishment for accounting purposes.

Term Loan – Horizon

In December 2021, the Company entered into a loan and security agreement with Horizon Technology Finance Corporation and Powerscourt Investments XXV, LP (together, “Horizon”), which provided for a term loan facility in an aggregate principal amount of up to $25.0 million, $15.0 million of which was borrowed at the closing and the remainder of which may be borrowed following the achievement of certain milestones, but not after June 30, 2022.

Accrued interest is payable monthly. The principal of each term loan must be repaid in equal monthly installments beginning February 1, 2023 (or August 1, 2023 if any of the remaining $10.0 million is borrowed), with a scheduled final maturity date of July 1, 2025. The Company may prepay the term loans in full, but not in part, without premium or penalty, other than a premium equal to (i) 3% of the principal amount of any prepayment made within 12 months after the applicable funding date, (ii) 2% of the principal amount of any prepayment made between 12 and 24 months after the applicable funding date and (iii) 1% of the principal amount of any prepayment made more than 24 months after the applicable funding date. On the earlier of the scheduled final maturity date and the prepayment in full of the term loans, the Company must pay a final payment fee equal to 3.0% of the original principal amount of the funded term loans.

The debt was recorded based on proceeds received net of related debt issuance costs of approximately $0.6 million. The debt issuance costs include the fair value of approximately $0.4 million for the warrants the Company is committed to issue in conjunction with this financing. The warrants were issued on January 19, 2022. See Note 11 for further discussion of the warrants.

Term Loan – Silicon Valley Bank

In September 2021, the Company entered into a loan and security agreement with Silicon Valley Bank (“SVB”), which provided for a term loan facility in an aggregate principal amount of up to $15.0 million, $10.0 million of which was borrowed at the closing and the remainder of which may be borrowed following the achievement of certain milestones, but not after March 31, 2022. The remaining $5.0 million was no longer available as it was not borrowed as of March 31, 2022.

Accrued interest is payable monthly. The principal of each term loan must be repaid in equal monthly installments beginning April 1, 2022, with a scheduled final maturity date of September 1, 2024. On the earlier of the scheduled final maturity date and the prepayment in full of the term loans, the Company must pay a final payment fee equal to 4.0% of the original principal amount of the term loans. GreenLight may prepay the term loans in increments of $5.0 million and without premium or penalty, other than a premium equal to (i) with respect to any prepayment made on or before September 22, 2022, 3% of the principal so prepaid, (ii) with respect to any prepayment made after September 22, 2022 and on or before September 22, 2023, 2% of the principal so prepaid and (iii) with respect to any prepayment made after September 22, 2023 and on or before September 1, 2024, 1% of the principal so prepaid. GreenLight granted a first-priority, perfected security interest in substantially all of its present and future personal property and assets, excluding intellectual property, to secure its obligations to SVB.

The debt was recorded based on proceeds received net of related debt issuance costs of approximately $0.3 million. The debt issuance costs include the fair value of approximately $0.2 million for the 51,724 shares of common warrants the Company previously issued in conjunction with this financing. No additional common warrants were issued in conjunction with this financing. Total debt issuance costs of approximately $0.4 million is being amortized over the term of the financing agreement.

Equipment Financing

On March 29, 2021, the Company entered into a master equipment financing agreement with Trinity Capital (Trinity) authorizing equipment financing in the aggregate of approximately $11.3 million with advances to be made as follows: (1) up to $5.0 million at execution of the agreement and (2) the remaining balance to be drawn at Company’s option but no later than September 1, 2021. The monthly payment factors are determined by Trinity based on the Prime Rate reported in The Wall Street Journal on the first day of the month in which a financing schedule is executed, which as of the effective date of the equipment financing agreement was 3.25%. As of March 31, 2022, the Company has drawn the entire $11.3 million on multiple advances, which is repayable over a 36-month period that commenced on the advance date. The historical cost of the assets subject to a lien under this financing arrangement is approximately $14.7 million.

The debt was recorded based on proceeds received net of related debt issuance costs of approximately $0.4 million, which are being amortized over the term of the financing agreement. The debt issuance costs include the fair value of approximately $0.1 million for the 219,839 common stock warrants the Company issued in conjunction with this financing.

Convertible Notes

In connection with the Merger (See Note 3), $16.8 million of the Company’s outstanding convertible notes, which were issued in 2020, and accrued interest converted into 10.1 million shares of Series D Preferred Stock. Concurrently with the business combination, the Series D Preferred Stock was exchanged for shares of common stock of New GreenLight in February of 2022.

Loan Interest Expense and Amortization

The Company’s total interest expense was approximately $1.0 million and $0.3 million for the three months ended March 31, 2022 and 2021, respectively. The following summarizes the components of total interest expense:

	MARCH 31, 2022		MARCH 31, 2021
Interest paid or accrued	$	804	$	101
Non-cash amortization of debt discount and deferred financing cost		224		210
Total	$	1,028	$	311

Scheduled future principal payments on total outstanding debt, as of March 31, 2022 are as follows:

	MARCH 31, 2022
Remainder of 2022	$	6,706
2023		14,438
2024		10,786
2025 and thereafter		2,500
Total	$	34,430