3 unchanged sentences
In evaluating our risks, readers also should carefully consider the risk factors discussed in our Annual Report and the risk factor included in this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition, or operating results, in addition to the other information set forth in this report and in our other filings with the SEC.
−Removed: We are subject to a number of risks associated with the sale of Trans Ova, and these risks could adversely impact our operations, financial condition and business.
−Removed: The proceeds we receive from the sale, together with certain additional funds, will be placed in a segregated account upon the closing of the Transaction and must be used for certain permitted purposes, including resolution of our outstanding convertible bonds, and therefore we have limited discretion in the use of proceeds and the additional funds we put in.
+Added: The proceeds received from the sale of our subsidiary, Trans Ova, together with certain additional funds, were placed in a segregated account upon the closing of the Transaction and must be used for certain permitted purposes, including resolution of our outstanding convertible bonds, and therefore we have limited discretion in the use of proceeds and the additional funds we put in.
On July 1, 2022, we entered into an agreement (the “Purchase Agreement”) to sell 100% of the outstanding membership interests of Trans Ova Genetics, L.C., an Iowa limited liability company (“Trans Ova”), our wholly-owned subsidiary, to Spring Bidco LLC, a Delaware limited liability company (the “Buyer”) in exchange for $170.0 million in cash payable at the closing of the transaction (subject to a working capital adjustment mechanism) and up to $10.0 million in cash in earn-out payments over two years (the “Transaction”).
−Removed: We are subject to a number of risks in connection with the Transaction, including risks associated with:
−Removed: • the failure to satisfy on the expected timeline, or at all, the closing conditions set forth in the Purchase Agreement, whether due to a failure to receive, or delay in the receipt of, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 or other third party consents required for the transaction or our inability to satisfy other conditions to the consummation of the Transaction;
−Removed: • the need to incur significant transaction costs in connection with the Transaction, regardless of whether it is completed;
−Removed: • the diversion of our management’s attention from the operation of the business we are retaining;
−Removed: • the share price of our common stock falling if the Transaction is not consummated, to the extent that the current market price of our common stock reflects an assumption that the Transaction will be completed;
−Removed: • a negative impact on our liquidity and our ability to meet our obligations when due, including the outstanding convertible bonds, if the Transaction is not consummated;
−Removed: • our failure to realize the full purchase price anticipated under the Purchase Agreement, including due to the inability of Trans Ova to generate sufficient EBITDA following the closing during the relevant periods to result in payment of the targeted earn-out payments;
−Removed: • the inability of the Buyer to pay the purchase price;
−Removed: • becoming the target of litigation, including securities class action lawsuits and derivative lawsuits, that could result in substantial costs and may delay or prevent the consummation of the Transaction;
−Removed: • business uncertainties and contractual restrictions while the Transaction is pending;
−Removed: • any disruptions to our business resulting from the announcement and pendency of the Transaction, which may continue or intensify in the event the Transaction is not consummated or is significantly delayed;
−Removed: • other developments beyond our control that may affect the timing or success of the Transaction.
−Removed: In connection with the closing of the Transaction, we will hold a total of $200 million, comprising the purchase price and certain additional funds, in a segregated account and will use such funds for certain permitted purposes, including resolution of our outstanding convertible bonds.
−Removed: Therefore, we have limited discretion in the use of proceeds and the additional funds we put in to the segregated account, which may have a negative impact on our liquidity and ability to satisfy our capital requirements and we may be prevented from using the cash opportunistically for other purposes.
−Removed: As a result of these risks, we may be unable to realize the anticipated benefits of the Transaction, including the total amount of cash we expect to realize.
−Removed: Our failure to realize the anticipated benefits of the Transaction would adversely impact our operations, financial condition and business and could limit our ability to pursue additional strategic transactions.
+Added: In connection with the closing of the Transaction, as of September 30, 2022, we held a total of $82.4 million, in a segregated account and will use such funds for certain permitted purposes, including resolution of our outstanding convertible bonds.
+Added: Therefore, we have limited discretion in the use of proceeds in the segregated account, which may have a negative impact on our liquidity and ability to satisfy our capital requirements and we may be prevented from using the cash opportunistically for other purposes.
+Added: There is substantial doubt about our ability to continue as a going concern .
+Added: During the nine months ended September 30, 2022, we incurred a loss from continuing operations of $57.6 million and used $49.7 million of cash in our operations, and as of September 30, 2022, had an accumulated deficit of $1,846 million.
+Added: Given the our current cash position and forecasted negative cash flows from operating activities for the foreseeable future, as well as convertible notes with a face value of $82.4 million that are due on July 1, 2023, management believes that these matters raise substantial doubt about the Company’s ability to continue as a going concern.Our ability to fund our operations is dependent upon our management’s plans, which include raising additional capital in the near term.
+Added: This additional capital could be raised through a combination of non-dilutive financings (including collaborations, strategic alliances, monetization of non-core assets, marketing, distribution or licensing arrangements), dilutive financings (including equity and/or debt financings) and, in the longer term, from revenue related to product sales, to the extent its product candidates receive marketing approval and can be commercialized.
+Added: There can be no assurance that new financings or other transactions will be available to us on commercially acceptable terms, or at all, and such financings may adversely affect the holdings or rights of our stockholders and may cause significant dilution to existing stockholders.
+Added: Further, the doubt regarding our potential ability to continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all.
+Added: Also, any collaborations, strategic alliances, monetization of non-core assets or
+Added: marketing, distribution or licensing arrangement may require us to give up some or all of our rights to a product or technology, which in some cases may be at less than the full potential value of such rights.
+Added: If we are unable to obtain additional capital, we will assess our capital resources and may be required to delay, reduce the scope of, or eliminate some or all of our operations, which may include research and development and clinical trials.
+Added: This may have a material adverse effect on our business, financial condition, results of operations and ability to operate as a going concern.
+Added: The accompanying unaudited financial statements do not include any adjustments that might be necessary if we are not able to continue as a going concern.
+Added: Additionally, if we are unable to continue as a going concern, our stockholders may lose some or all of their investment in us.
+Added: See also “Notes to Condensed Consolidated Financial Statement (Unaudited) – Note 2” appearing elsewhere in this Quarterly Report for additional discussion of our liquidity and ability to continue as a going concern.
Unregistered Sales of Equity Securities and Use of Proceeds
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.