Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 06, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Entity Registrant Name | GreenLight Biosciences Holdings, PBC | |
Amendment Flag | false | |
Entity Central Index Key | 0001822691 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity File Number | 001-39894 | |
Entity Tax Identification Number | 85-1914700 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 200 Boston Avenue | |
Entity Address, City or Town | Medford | |
Entity Address, State or Province | MA | |
City Area Code | 617 | |
Local Phone Number | 616-8188 | |
Entity Address, Postal Zip Code | 02155 | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | GRNA | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 123,199,202 | |
Entity Bankruptcy Proceedings, Reporting Current | true | |
Warrants [Member] | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Common Stock for $11.50 per share | |
Trading Symbol | GRNAW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 83,223 | $ 31,446 |
Prepaid expenses | 8,725 | 2,331 |
Accounts receivable | 5,000 | |
Total Current Assets | 96,948 | 33,777 |
Restricted cash | 1,321 | 362 |
Property and equipment, net | 22,876 | 23,399 |
Deferred offering costs | 4,099 | |
Other assets | 1,285 | 1,420 |
TOTAL ASSETS | 122,430 | 63,058 |
CURRENT LIABILITIES | ||
Accounts payable | 6,049 | 7,551 |
Accrued expenses | 9,398 | 14,624 |
Convertible debt | 31,691 | |
Long-term debt, current portion | 9,849 | 7,234 |
Deferred revenue, current portion | 3,941 | 963 |
Other current liabilities | 287 | 278 |
Total Current Liabilities | 29,524 | 62,341 |
Warrant liabilities | 1,820 | 2,105 |
Deferred revenue, net of current portion | 1,765 | |
Long-term debt, net of current portion | 23,686 | 27,152 |
Other liabilities | 1,809 | 1,435 |
TOTAL LIABILITIES | 58,604 | 93,033 |
COMMITMENTS AND CONTINGENCIES (Note 16) | ||
LEGACY REDEEMABLE CONVERTIBLE PREFERRED STOCK (Note 12) | ||
STOCKHOLDERS DEFICIT | ||
Common stock, $0.0001 par value; 500,000,000 and 191,500,000 shares authorized, 122,980,505 and 96,575,107 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively | 13 | 10 |
Preferred Stock, $0.001 par value; 10,000,000 shares authorized, no shares issues and outstanding at March 31, 2022 and December 31, 2021, respectively | ||
Additional paid-in capital | 355,603 | 223,584 |
Accumulated deficit | (291,790) | (253,569) |
TOTAL STOCKHOLDERS EQUITY (DEFICIT) | 63,826 | (29,975) |
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS EQUITY (DEFICIT) | $ 122,430 | $ 63,058 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) (Unaudited) - $ / shares | Mar. 31, 2022 | Feb. 02, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Statement of Financial Position [Abstract] | ||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 191,500,000 | |
Common stock, shares issued | 122,980,505 | 96,575,107 | ||
Common stock, shares outstanding | 122,980,505 | 122,822,134 | 96,575,107 | |
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.0001 | $ 0.001 | |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, shares issued | 0 | 0 | ||
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
REVENUE: | ||
Grant revenue | $ 257 | $ 325 |
Total revenue | 257 | 325 |
OPERATING EXPENSES: | ||
Research and development | 8,012 | 17,411 |
General and administrative | 29,024 | 3,898 |
Total operating expenses | 37,036 | 21,309 |
LOSS FROM OPERATIONS | (36,779) | (20,984) |
OTHER (EXPENSE) INCOME | ||
Interest income | 4 | 11 |
Interest expense | (1,073) | (311) |
Change in fair value of warrant liabilities | (359) | 1 |
Total other (expense), net | (1,428) | (299) |
Net loss attributable to common stockholders | $ (38,207) | $ (21,283) |
Net loss per share available to common stockholders-basic and diluted | $ (0.34) | $ (0.27) |
Weighted-average common stock outstanding-basic and diluted | 113,558,404 | 96,300,247 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Convertible Notes - PIPE Investors [Member] | Redeemable Convertible Preferred Stock [Member] | Previously Reported | Retroactive Application of Business Combination | Preferred Stock [Member]Previously ReportedRedeemable Convertible Preferred Stock [Member] | Preferred Stock [Member]Retroactive Application of Business CombinationRedeemable Convertible Preferred Stock [Member] | Common Stock | Common StockConvertible Notes - PIPE Investors [Member] | Common StockPreviously Reported | Common StockRetroactive Application of Business Combination | Additional Paid-in Capital | Additional Paid-in CapitalConvertible Notes - PIPE Investors [Member] | Additional Paid-in CapitalPreviously Reported | Additional Paid-in CapitalRetroactive Application of Business Combination | Accumulated Deficit | Accumulated DeficitPreviously Reported |
Balance at Dec. 31, 2020 | $ 79,965 | $ (138,822) | $ 218,787 | $ 10 | $ 3 | $ 7 | $ 221,214 | $ 2,434 | $ 218,780 | $ (141,259) | $ (141,259) | ||||||
Balance (in Shares) at Dec. 31, 2020 | 96,284,283 | 3,252,636 | 93,031,647 | ||||||||||||||
Balance at Dec. 31, 2020 | $ 218,787 | $ (218,787) | |||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 134,952,637 | (134,952,637) | |||||||||||||||
Vesting of restricted stock awards (in Shares) | 7,271 | ||||||||||||||||
Exercise of common stock options | 6 | 6 | |||||||||||||||
Exercise of common stock options (in Shares) | 24,582 | ||||||||||||||||
Stock-based compensation expense | 348 | 348 | |||||||||||||||
Net loss | (21,283) | (21,283) | |||||||||||||||
Balance at Mar. 31, 2021 | 59,036 | $ 10 | 221,568 | (162,542) | |||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 96,316,136 | ||||||||||||||||
Balance at Dec. 31, 2021 | (29,975) | $ (248,765) | $ 218,790 | $ 10 | $ 4 | $ 6 | 223,584 | $ 4,800 | $ 218,784 | (253,569) | $ (253,569) | ||||||
Balance (in Shares) at Dec. 31, 2021 | 96,575,107 | 3,663,894 | 92,911,213 | ||||||||||||||
Balance at Dec. 31, 2021 | $ 218,790 | $ (218,790) | |||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 134,972,944 | ||||||||||||||||
Cashless exercise of Legacy GreenLight preferred stock warrants | 460 | 460 | |||||||||||||||
Cashless exercise of Legacy GreenLight preferred stock warrants (in Shares) | 490,031 | ||||||||||||||||
Cashless exercise of Legacy GreenLight common stock warrants | 1,183 | 1,183 | |||||||||||||||
Cashless exercise of Legacy GreenLight common stock warrants (in Shares) | 170,981 | ||||||||||||||||
Reclassification of Legacy GreenLight common stock warrants to equity | 352 | 352 | |||||||||||||||
Conversion of convertible notes | 18,291 | $ 35,250 | $ 1 | 18,290 | $ 35,250 | ||||||||||||
Conversion of convertible notes (in Shares) | 6,719,116 | 3,525,000 | |||||||||||||||
Business Combination transaction, net of transaction costs of $26.7 million | 72,989 | $ 2 | 72,987 | ||||||||||||||
Business Combination transaction, net of transaction costs of $26.7 million (in Shares) | 15,285,374 | ||||||||||||||||
Vesting of restricted stock awards (in Shares) | 1,567 | ||||||||||||||||
Exercise of common stock options | 22 | 22 | |||||||||||||||
Exercise of common stock options (in Shares) | 79,055 | ||||||||||||||||
Stock-based compensation expense | 2,187 | 2,187 | |||||||||||||||
Exercise of public warrants | 1,209 | 1,209 | |||||||||||||||
Exercise of public warrants (in Shares) | 105,120 | ||||||||||||||||
Other | 65 | 79 | (14) | ||||||||||||||
Other (in Shares) | 29,154 | ||||||||||||||||
Net loss | (38,207) | (38,207) | |||||||||||||||
Balance at Mar. 31, 2022 | $ 63,826 | $ 13 | $ 355,603 | $ (291,790) | |||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 122,980,505 | ||||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parentheticals) (Unaudited) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Business combination transaction cost | $ 26.7 | |
Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (38,207) | $ (21,283) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 2,096 | 1,113 |
Gain on disposal of property and equipment | (9) | (5) |
Stock-based compensation expense | 2,187 | 348 |
Non-cash interest expense | 111 | 210 |
Change in fair value of warrant liability | 359 | (1) |
Amortization of deferred finance costs | 224 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (6,259) | (1,554) |
Accounts receivable | (5,000) | |
Accounts payable | (1,952) | (272) |
Accrued expenses and other liabilities | (8,039) | 434 |
Deferred rent | 278 | (3) |
Deferred revenue | 4,743 | (23) |
Other liabilities | (322) | |
Net cash used in operating activities | (49,468) | (21,358) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property and equipment | 37 | |
Purchases of property and equipment | (287) | (4,688) |
Net cash used in investing activities | (250) | (4,688) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from business combination, net of of transaction costs | 80,491 | |
Proceeds from issuance of convertible debt - PIPE Investors | 21,750 | |
Proceeds from stock option exercises | 22 | 6 |
Principal payments on debt | (815) | |
Proceeds from equipment financing | 2,842 | |
Exercise of public warrants | 1,209 | |
Repayments of tenant improvement allowance | (43) | (39) |
Principal payments on capital lease obligations | (160) | (175) |
Net cash provided by financing activities | 102,454 | 2,634 |
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | 52,736 | (23,412) |
Cash, cash equivalents and restricted cash, beginning of period | 31,808 | 95,148 |
Cash, cash equivalents and restricted cash, end of period | 84,544 | 71,736 |
SUPPLEMENTAL DISCLOSURE OF CASH-FLOW INFORMATION | ||
Cash paid for interest | 620 | 85 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment included in accrued expenses and accounts payable | 1,313 | 906 |
Conversion of convertible debt to equity | 53,541 | |
Legacy GreenLight cashless warrant exercises | 1,643 | |
Warrant liabilities assumed in the Business Combination | 1,341 | |
Deferred financing costs in accrued expenses and accounts payable | $ 1,948 | |
Non-cash equipment financing issuance costs | $ 138 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations [Abstract] | ||||
Cash and cash equivalents: | $ 83,223 | $ 31,446 | $ 71,656 | |
Restricted cash | 1,321 | 362 | 80 | |
Total cash, cash equivalents and restricted cash | $ 84,544 | $ 31,808 | $ 71,736 | $ 95,148 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
NATURE OF BUSINESS AND BASIS OF PRESENTATION | 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION Organization GreenLight Biosciences Holdings, PBC (formerly known as Environmental Impact Acquisition Corp.) (“New GreenLight,” “ENVI” or the “Company”) was incorporated in Delaware on July 2, 2020. The Company has developed technology to create high-performing, natural ribonucleic acid (“RNA”) products to address global sustainability challenges and promote healthier plants, foods, and people. The Company is located and headquartered in Medford, Massachusetts. The Company has additional lab and office space in Research Triangle Park, North Carolina, a manufacturing facility in Burlington, Massachusetts, additional lab and office space in Woburn, Massachusetts, additional lab and office space in Lexington, Massachusetts, and a manufacturing facility in Rochester, New York. The Company’s revenues and expenses are derived from operations in the United States. Since its inception, the Company has devoted substantially all of its efforts to research and development activities, including the development of the Company’s cell-free RNA production process. The Company does not currently generate revenue from sales of any products. On August 9, 2021, the Company entered into the business combination agreement (“Business Combination Agreement”) with Environmental Impact Acquisition Corp. (“ENVI”) and Honey Bee Merger Sub, Inc. (“Merger Sub”). Pursuant to the Business Combination Agreement, on February 2, 2022, Merger Sub merged with and into GreenLight (the “Merger”), with GreenLight surviving the Merger as a wholly owned subsidiary off ENVI (the Merger, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Merger on the Closing Date, ENVI changed its name to GreenLight Biosciences Holdings, PBC (“ New GreenLight ”) and became a public benefit corporation. References to “Legacy GreenLight” refer to GreenLight Biosciences, Inc. prior to the consummation of the Business Combination. Upon the closing of the Business Combination, each share of Legacy GreenLight stock was exchanged for shares of Class A common stock in an amount determined by application of the exchange ratio of approximately 0.6656 (the “Exchange Ratio”). In connection with the Business Combination, the Company entered into subscription agreements with subscribers who agreed to purchase an aggregate of 12,425,000 shares of Class A common stock for a purchase price of $ 124.3 million (the “PIPE”), all of which were issued on the effective date. Of the total $ 124.3 million of PIPE proceeds, $ 35.3 million was received in December 2021 and January 2022 in for form of convertible notes. Upon the closing of the Business Combination, these convertible notes converted into Class A common stock. In total, the Company received proceeds of $ 136.4 million inclusive of the PIPE and after redemptions which provided the Company with cash of $ 109.7 million, which is net of transaction costs of $ 26.7 million consisting of equity underwriting, legal, and other professional fees, all of which were recorded to additional paid‐in capital as a reduction of proceeds. Further, the Company assumed the outstanding Public Warrants to purchase 10,350,000 shares of the Company’s common stock at $ 11.50 per share and the outstanding Private Placement Warrants to purchase 2,062,500 shares of the Company’s Class A common stock at $ 11.50 per share. The Public and Private Placement Warrants expire five years after the completion of the Business Combination. Legacy GreenLight was deemed to be the accounting acquirer in the Business Combination. The determination was primarily based on Legacy GreenLight's stockholders having a majority of the voting power in the combined Company, Legacy GreenLight having the ability to appoint a majority of the Board of Directors of the Company, Legacy GreenLights’s existing management team comprising the senior management of the combined Company, Legacy GreenLight comprising the ongoing operations of the combined Company and the combined Company assuming GreenLight’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy GreenLight issuing stock for the net assets of ENVI, accompanied by a recapitalization. The net assets of ENVI are stated at historical cost, with no goodwill or other intangible assets recorded. While ENVI was the legal acquirer in the Business Combination because Legacy GreenLight was deemed the accounting acquirer, the historical financial statements of Legacy GreenLight became the historical financial statements of the combined Company upon the consummation of the Business Combination. As a result, the financial statements included in this report reflect (i) the historical operating results of Legacy GreenLight prior to the Business Combination; (ii) the combined results of ENVI and Legacy GreenLight following the close of the Business Combination; (iii) the assets and liabilities of Legacy GreenLight at their historical cost; and (iv) the Legacy GreenLight’s equity structure for all periods presented, as affected by the recapitalization presentation after completion of the Business Combination. In accordance with guidance applicable to these circumstances, the equity structure has been restated in all comparable periods up to February 2, 2022, to reflect the number of shares of the Company’s common stock, $ 0.0001 par value per share, issued to Legacy GreenLight’s stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy GreenLight’s outstanding convertible preferred stock and Legacy GreenLight's common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of 0.0665 established in the Business Combination. Legacy GreenLight’s convertible preferred stock previously classified as temporary equity was retroactively adjusted, converted into common stock and reclassified to permanent equity as a result of the reverse recapitalization. See Note 3 for further details of the Business Combination. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. Any reference in these notes to applicable guidance is meant to refer to the authoritative United States generally accepted accounting principles as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2021 included herein, was derived from the audited consolidated financial statements as of that date, but does not include all disclosures including certain notes required by GAAP on an annual reporting basis and also give effect to the reverse recapitalization described above. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed consolidated or omitted pursuant to such rules and regulations. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes included as Exhibit 99.1 to the Company’s Current Report on Form 8-K, dated March 31, 2022. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary for the fair statement of the Company’s financial position, results of operations, and cash flows for the interim periods presented. The results for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending December 31, 2022, or any other period. Liquidity and going concern Since its inception, the Company has devoted substantially all of its resources to building its platform and advancing development of its portfolio of programs, establishing, and protecting its intellectual property, conducting research and development activities, organizing, and staffing the Company, business planning, raising capital and providing general and administrative support for these operations. The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, technical risks associated with the successful research, development and manufacturing of product candidates, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations. Current and future programs will require significant research and development efforts, including extensive field trials, preclinical and clinical trials, and regulatory approvals prior to commercialization. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure. Even if the Company’s development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. As presented in the financial statements, the Company has incurred substantial losses since inception and incurred net losses of approximately $ 38.2 million and $ 21.3 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022 , the Company had an accumulated deficit of approximately $ 291.8 million and cash and cash equivalents of approximately $ 83.2 million. Cash used in operating activities totaled approximately $ 49.5 million and $ 21.4 million for three months ended March 31, 2022 and 2021, respectively. The Company expects to generate operating losses and negative operating cash flows for the foreseeable future. As of the issuance date of these quarterly financial statements for the three months ended March 31, 2022 and 2021 , the Company expects that its existing cash and cash equivalents of approximately $ 83.2 million as of March 31, 2022 will not be sufficient to fund its operations for twelve months from the date these financial statements are issued. The Company is evaluating a range of opportunities to extend its cash runway, including management of program spending, platform licensing collaborations and potential financing activity. The Company will not generate any revenue from product sales unless and until it successfully completes development and obtains regulatory approval for one or more of its product candidates. If the Company obtains regulatory approval for any of its product candidates, it expects to incur significant expenses related to developing its internal commercialization capability to support product sales, marketing, and distribution. As a result, the Company will need substantial additional funding to support its operating activities as it advances its product candidates through development, seeks regulatory approval and prepares for and, if any of its product candidates are approved, proceeds to commercialization. Until such time as the Company can generate significant revenue from product sales, if ever, the Company expects to finance its operating activities through a combination of equity offerings, debt financings, and license and development agreements in connection with any future collaborations. Adequate funding may not be available to the Company on acceptable terms, or at all. If the Company is unable to obtain funding, the Company will be forced to delay, reduce, or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. Based on its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Emerging Growth Company and Smaller Reporting Company Status Following the Business Combination, the Company qualifies as an emerging growth company (‘‘EGC’’) as defined in the Jumpstart our Business Startups (‘‘JOBS’’) Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company intends to use this extended transition period to enable the Company to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company's condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. In addition, the Company intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an EGC, the Company is not required to, among other things: (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosures that may be required of non-EGCs under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the consolidated financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. The Company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of ENVI’s initial public offering, (b) in which the Company has total annual gross revenue of at least $1.1 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of its common equity that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act. The Company is also a “smaller reporting company” as defined in the Exchange Act. The Company may continue to be a smaller reporting company even after the Company is no longer an emerging growth company. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of the Company's voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of the Company's second fiscal quarter, or the Company's annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of the Company's voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of the Company's second fiscal quarter. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development costs, acquisition of in-process research and development assets, useful lives assigned to property and equipment, and the fair value of warrant liabilities. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Investments qualifying as cash equivalents primarily consist of money market funds. The Company’s cash and cash equivalents in the condensed consolidated balance sheets at March 31, 2022 and December 31, 2021, were approxim ately $ 83.2 million and $ 31.4 million, respectively. Restricted Cash The Company maintains letters of credit in conjunction with the Company’s lease agreements. As of March 31, 2022 and December 31, 2021, the underlying cash balance securing these letters of credit of approximat ely $ 1.3 million and $ 0.4 million, respectively, was classified as a noncurrent asset in the condensed consolidated balance sheets based on the terms of the lease agreement. Concentrations of Credit Risk The Company has no significant off-balance sheet credit risk. Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash and cash equivalents in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Maintenance and repairs to an asset that do not improve or extend its life are expensed in the period incurred. Expenditures made to improve or extend the life of property and equipment are capitalized. Leasehold improvements are depreciated over the shorter of the useful life of the improvements or the remaining term of the associated lease. The estimated useful lives of property and equipment are as follows: ESTIMATED USEFUL LIFE Laboratory equipment 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or lease term Property and equipment subject to a capital lease are depreciated over the shorter of the useful life or the term of the lease. Construction in progress is stated at cost, which includes direct costs attributable to the setup or construction of the related asset. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s statement of operations. Acquired In-process Research and Development The Company measures and recognizes acquisitions that are not deemed to be business combinations as acquisitions of assets based on the cost to acquire the assets, which includes transaction costs, and the consideration is allocated to the items acquired based on a relative fair value methodology. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development with no alternative future use is charged to research and development expense at the acquisition date. At the time of acquisition, the Company determines if a transaction should be accounted for as a business combination or acquisition of assets. Impairment of Long-lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such events and circumstances include, but are not limited to, significant decreases in the market value of an asset, adverse changes in the extent or manner in which the asset is being used, or significant changes in business climate. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the three months ended March 31, 2022 and 2021 , no impairment indicators were identified and no impairments were recorded. Warrants The Company applies relevant accounting guidance for warrants to purchase the Company’s stock based on the nature of the relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, the Company follows guidance issued within ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”), to assist in the determination of whether the warrants should be classified as liabilities or equity. Warrants that are determined to require liability classification are measured at fair value upon issuance and are subsequently remeasured to their then fair value at each subsequent reporting period with changes in fair value recorded in current earnings. Warrants that are determined to require equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. For warrants issued to nonemployees for goods or services, or to customers as non-cash consideration, the Company follows guidance issued within ASC 718, Compensation – Stock Compensation (“ASC 718”), to determine whether the share-based payments are equity or liability classified. Such warrants are measured at fair value on the grant date. The related expense or reduction in transaction price is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services, or in the same manner that transfer of control of the related performance obligations occurs. Contract Revenue The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which provides a five-step model for recognizing revenue from contracts with customers as follows: • Identify the contract with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when or as performance obligations are satisfied Under ASC 606, an entity recognizes revenue when or as its customer obtains control of distinct promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Our customer arrangements primarily consist of a license, rights to our intellectual property, and research and developments services. Performance obligations are promises in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, we consider factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own, or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration, which is included in the transaction price, may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period when the variability is resolved. For revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting from the Ingredion collaboration agreement. The Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations and develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in a contract with a customer. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction, and the estimated costs. Any variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts we would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services, which is either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receive and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to the customer. For contracts that include a license of intellectual property (“IP”), the Company applies judgment to determine if the license of IP is distinct from other promises in the contract. License of IP that are determined to be distinct from other promises in the contract are recognized as revenue at a point in time when the license of IP is transferred to the customer and the customer can use and benefit from the license. For licenses of IP that are combined with other promises in a contract, the Company uses judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Determining the revenue recognition of a license of IP requires significant judgment and is discussed further in for the Company’s license and collaboration agreements in Note 4, License Agreement . At the inception of a contract that includes development or regulatory milestone payment, the Company evaluates the probability of reaching the milestones and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable a significant reversal of revenue would not occur in the future, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as milestone payments for regulatory approvals, are not considered probable of being achieve until those approvals are received. Therefore, related revenue associated with the milestone payment is constrained as management is unable to assert that a significant reversal or revenue would not be possible. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development and regulatory milestone payments and any constraints applied, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are generally recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Development or regulatory milestone payments are allocated either among the various performance obligations included in a contract on a relative standalone selling price basis, or to one or more specific performance obligations to which the milestone payment primarily relates. For contracts that include commercial milestone payments, which are based on the achievement of future sales, and sales-based royalties, if the license is determined to be the predominant item to which the commercial milestones and royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the milestone or royalty has been allocated has been satisfied (or partially satisfied). Grant Revenue In July 2020, we entered into a grant agreement with the Bill & Melinda Gates Foundation to advance research in in vivo gene therapy for sickle cell disease and to explore new, low-cost capabilities for the in vivo functional cure of sickle cell and/or durable suppression of HIV in developing countries. The grant agreement with the Bill & Melinda Gates foundation provides for payments for reimbursed costs, which include general and administrative costs. As we are performing services under the agreement that are consistent with the Company’s ongoing central activities and we have determined that we are the principal in the agreement, we recognize grant revenue as we perform services under this agreement when the funding is committed, which occurs as underlying costs are incurred. Revenues and related expenses are presented gross in the condensed consolidated statements of operations as we have determined that we are the primary obligor under the agreement relative to the research and development services we perform as the lead technical expert. Deferred Revenue Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s condensed consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months, the related deferred revenue will be classified in current liabilities. Deferred Financing Costs The incremental cost, including the fair value of warrants, directly associated with obtaining debt financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest method with such amortized amounts included as a component of interest expense in the condensed consolidated statement of operations. Unamortized deferred financing costs are presented on the condensed consolidated balance sheets as a direct deduction from the carrying amount of the related debt obligation. Research and Development Costs Research and development expenses consist primarily of costs related to discovery and research and development of products, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees, and external costs of outside vendors engaged to conduct field trials and clinical development activities. The Company records accruals for estimated costs relating to our field trials, preclinical studies, and manufacturing development. A portion of our field trials, preclinical studies, and manufacturing development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. The financial terms of these contracts may result in payments that do not match the periods over which materials or services are provided. We accrue the costs incurred under the agreements based on an estimate of actual work completed in accordance with the agreements. In the event we make advance payments for goods or services that will be used or rendered for future research and development activities, the payments are deferred and capitalized as a prepaid expense and recognized as expense as the goods are received or the related services are rendered. Research and development costs that do not meet the requirements will be recognized as an asset as the associated future benefits are uncertain and there is no alternative future use at the time the costs were incurred are expensed as incurred. General and Administrative Expenses The Company expenses general and administrative costs to operations as incurred. General and administrative expenses consist primarily of compensation, benefits, and other employee-related expenses for personnel in the Company’s administrative, finance, legal, information technology, business development, communications, and human resources functions. Other costs include the legal costs incurred in connection with filing and prosecuting patent and trademark applications, general and administrative related facility costs, insurance costs and professional fees for accounting, tax, consulting, legal and other services. Stock-Based Compensation Expense The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at grant date fair value. The Company’s stock-based payments include stock options and grants of common stock, including common stock subject to vesting. The measurement date for employee and non-employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the recipient’s requisite service period, which is the vesting period, on a straight-line basis. The Company has also issued common stock options with milestone or performance-based vesting conditions and recorded the expense for these awards if or when it was deemed probable that the milestone or performance condition would be achieved. Stock-based compensation is classified in the accompanying statements of operations based on the function to which the related services are provided. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are accounted for as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The Company uses the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees and non-employees, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The expected term of stock options granted to non-employees is determined in the same manner as stock options granted to employees. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, warrants and unvested restricted stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share at tributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three months ended March 31, 2022 and 2021. As the Merger has been accounted for as a reverse recapitalization, the condensed consolidated financial statements of the merged entity reflect the continuation of the pre-merger GreenLight financial statements; GreenLight equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, ENVI. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details and Note 14 for discussion of the retrospective adjustment of net loss per share. Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sour ces. For the three months ended March 31, 2022 and 2021, the Company had no items qualifying as other comprehensive loss; accordingly, comprehensive loss equaled net loss. Deferred Offering Costs As of December 31, 2021, the Company capitalized deferred offering costs of approximately $ 4.1 million. Deferred offering costs include certain legal, accounting, consulting and other third-party fees incurred directly related to the anticipated business combination. At the closing of the business combination during the first quarter of 2022, these previously deferred costs were recorded in stockholders’ equity as a reduction of additional paid-in capital. See Note 3 for further details of the Business Combination. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , as subsequently amended (“Topic 842”), to improve financial reporting and disclosures about leasing transactions. This ASU requires companies that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases, where the lease terms exceed 12 months. The recognition, measurement and presentation of expense and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease; both types of leases will be recognized on the balance sheet. This ASU also requires disclosures to help financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases. On June 3, 2020, the FASB issued ASU 2020-05, which amended the effective dates of Topic 842 to give immediate relief from business disruptions caused by the COVID-19 pandemic and provides a one-year deferral of the effective date for nonpublic companies. Therefore, for public companies, the effective date is still December 15, 2018, while the effective date for private companies will now be fiscal years beginning after Decemb |
Business Combination
Business Combination | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
BUSINESS COMBINATION | 3. BUSINESS COMBINATION On February 2, 2022, the Company consummated a Business Combination with ENVI. The Business Combination, and the PIPE financing which was entered into as of the same date, are further described in Note 1. Upon the closing of the Business Combination, the Company's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 510,000,000 shares, of which 500,000,000 were designated as common stock and 10,000,000 were designated as preferred stock, both having a par value of $ 0.0001 per share. Upon the closing of the Business Combination, holders of Legacy GreenLight common stock and preferred stock received shares of common stock in an amount determined by application of the Exchange Ratio. The Company additionally converted all of their convertible notes, including both the GLPRI convertible notes and the PIPE prepayment notes, to shares of common stock. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted by applying the Exchange Ratio. See Note 11 for information on the Legacy GreenLight warrants that were exercised prior to the Business Combination. The consolidated assets, liabilities, and results of operations prior to the Business Combination are those of Legacy GreenLight. The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Defic it: BUSINESS COMBINATION Cash - ENVI trust and cash (net of redemptions) $ 12,123 Cash - PIPE Investors, including proceeds from conversion of Convertible notes - PIPE Investors 124,250 Gross proceeds 136,373 Less: total transaction costs ( 26,660 ) Less: cash proceeds from Convertible notes - PIPE Investors ( 35,250 ) Add: transaction costs paid in 2021 4,080 Add: transaction costs accrued at March 31, 2022 1,948 Cash proceeds from Business Combination received in 2022 80,491 Less: transaction costs paid in 2021 ( 4,080 ) Less: warrant liabilities assumed ( 1,341 ) Less: transaction costs accrued at March 31, 2022 ( 1,948 ) Less: net liabilities assumed in the Business Combination ( 133 ) Reverse merger, net of transactions costs $ 72,989 The number of shares of common stock outstanding immediately following the consummation of the Business Combination was as follows: Number of Shares Common stock, outstanding prior to the Business Combination 20,700,000 Less: Redemption of ENVI shares ( 19,489,626 ) ENVI Public Shares 1,210,374 ENVI Sponsor Shares 5,175,000 Shares issued in PIPE financing 12,425,000 Business combination and PIPE financing shares 18,810,374 Legacy GreenLight shares (1) 104,011,760 Total shares of common stock immediately after Business Combination 122,822,134 (1) - The number of Legacy GreenLight shares was determined from the shares of Legacy GreenLight outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down. Public Warrants The Company concluded that following the close of the transaction the Public Warrants met the criteria for equity classification. As of the Closing Date, the 10,350,000 shares of Public Warrants were classified as equity in accordance with the accounting policy described within Note 2 and recognized in additional paid-in capital. Private Placement Warrants As of the Closing Date, the total value of the liability associated with the Private Placement Warrants was $ 1.3 million. The Company concluded that the Private Warrants met the definition of a liability in accordance with t he accounting policy described within Note 2 and have been classified as such on the balance sheet. At March 31, 2022 , the fair value of the warrant liability was $ 1.6 million. |
License Agreement
License Agreement | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
License Agreements | 4. LICENSE AGREEMENT Acuitas License Agreement In August 2020, the Company entered into a Development and Option Agreement (the “Development and Option Agreement”) with Acuitas Therapeutics, Inc. (“Acuitas”). Under the terms of the Development and Option Agreement, the parties agreed to a program for the joint development of certain products combining the Company’s mRNA constructs with Acuitas’ liquid nanoparticle technology (“Acuitas LNP Technology”). Upon entering the Development and Option Agreement, the Company incurred a $ 0.8 million technology access fee. Under the Development and Option Agreement, the Company may reserve up to three specified targets (“Reserved Targets”) for development of therapeutic products related to such targets, using the Acuitas LNP Technology. In order to reserve a Reserved Target, the Company must provide a target reservation notice to Acuitas and must pay a target reservation and maintenance fee of $ 0.1 million per target per contract year. For each Reserved Target, the Company may also reserve up to three additional vaccine or antibody targets meant to be included within the same product as the Reserved Target (“Additional Targets”), which incur additional target reservation fees per contract year. Under the Development and Option Agreement, the Company is required to maintain at least one Reserved Target. Under the Development and Option Agreement, the Company has the right to exercise a license option to develop and commercialize one or more therapeutic products relating to each Reserved Target. In the event that the Company exercises the options, the Company will pay $ 1.5 million for the first non-exclusive license, approximately $ 1.8 million for the second non-exclusive license and approximately $ 2.8 million for the third non-exclusive license. Under the terms of the Development and Option Agreement, the Company is also responsible for the full-time employee fun ding obligations and reimbursements to Acuitas for certain development and material costs incurred by them, which totaled approximately $ 0.5 million i n 2021. The Company incurred an insignificant amount of full-time employee reimbursable to Acuitas for the three months ended March 31, 2022. In January 2021, the Company exercised the first option under the Development and Option Agreement and entered into a non-exclusive license agreement with Acuitas (the “Acuitas License Agreement”), under which the Company was granted a non-exclusive, worldwide, sublicensable license under the Acuitas LNP Technology to research, develop, manufacture, and commercially exploit vaccine products consisting of certain of the Company’s mRNA constructs and Acuitas’s LNP technology. In connection with the option exercise, the Company paid Acuitas an option exercise fee of $ 1.5 million. Under the Acuitas License Agreement, the Company is required to pay Acuitas an annual license maintenance fee of $ 1.0 million for the first and second targets and $ 0.8 million for the third target until the Company achieves a particular development milestone. Acuitas is entitled to receive potential clinical and regulatory milestone payments in in the low double-digit millions for this exercised option. With respect to the sale of each licensed product, the Company is also obligated to pay Acuitas percentage royalties in the low single digits on net sales of the licensed products by the Company and its affiliates and sublicensees in a given country until the last to occur, in such country, of (i) the expiration or abandonment of all licensed patent rights covering the licensed product, (ii) expiration of any regulatory exclusivity for the licensed product, or (iii) ten years from the first commercial sale of the licensed product. The option exercise fee under the Development and Option Agreement was recorded as research and development expense upon the Company’s exercise of the first option. Additionally, the technology access fees, target reservation and maintenance fees, expenses associated with the full-time employee funding obligations and reimbursements for development and material costs incurred by Acuitas are recorded as research and development expense when incurred. The annual maintenance fee will be recorded as an expense on an annual basis based on the stated amount for the applicable year. Upon deter mination that a milestone payment is probable to occur, the amount of the milestone payment will be recorded as research and development expense. As the triggering of these milestone payments was not considered probable as of March 31, 2022 and December 31, 2021 , no expense has been recorded during these periods. The royalty payment is contingent upon sales of licensed products un der the Acuitas License Agreement. As such, when such expenses are considered probable and estimable at the commencement of sales, the Company will accrue royalty expense for the amount the Company is obligated to pay. The Company recorded an aggregate of $ 0.3 million and $ 1.7 million of research and development expenses, consisting of the technology access fees, option exercise fee and technology maintenance fees, for the three months ended March 31, 2022 and 2021 , respectively. |
License and Collaboration Agree
License and Collaboration Agreements | 3 Months Ended |
Mar. 31, 2022 | |
License and Collaboration Agreements [Abstract] | |
License and Collaboration Agreements | 5. LICENSE AND COLLABORATION AGREEMENT Serum License Agreement In March 2022 , the Company entered into a License Agreement (the “Agreement”) with Serum Institute of India Private Limited (“SIIPL”), pursuant to which the Company granted SIIPL an exclusive, sub-licensable, royalty-bearing license to use the Company’s proprietary technology platform to develop, manufacture and commercialize up to three mRNA products in all territories other than the United States, the 27 member states of the European Union, the United Kingdom, Australia, Japan, New Zealand, Canada, South Korea, China, Hong Kong, Macau, and Taiwan (the “SIIPL Territory”). The first licensed product target will be a shingles product target, and SIIPL has an option to select the additional two licensed product targets through the end of 2024. Under the terms of the Agreement with SIIPL, the Company will provide research search services related to the shingles product target to develop a “proof of concept” and will provide manufacturing technology transfer services. In addition, GreenLight retains the option purchase research plan and clinical trial data, developed by SIIPL, for 50 % of the cost of the research plan and clinical trials for use in the Company’s own development. SIIPL is responsible for the development, formulation, filling and finishing, registration and commercialization of the products in the SIIPL Territory, subject to oversight from a joint steering committee composed of representatives of the Company and SIIPL. SIIPL will use commercially reasonable efforts to develop and obtain regulatory approval for the products in the countries in the SIIPL Territory. The License Agreement includes terms customary in the industry for provisions related to sublicensing, intellectual property, and termination, and customary representations and warranties of GreenLight and SIIPL, along with certain customary covenants, including confidentiality, limitation of liability and indemnity provisions. Pursuant to the License Agreement, SIIPL will pay the Company an upfront license fee of $ 5.0 million, as well as payments upon additional target selection and reservation of exclusivity. The Company may receive up to a total of an additional $ 22.0 million in development, regulatory and commercial (net sales) based milestone payments across all three product targets, as well as manufacturing technology transfer payments up to $ 10.0 million. SIIPL shall pay royalty payments in the mid-double digits, based on the net sales of products resulting from the licensed technology for the term of the License Agreement. The License Agreement shall terminate on a product-by product and country-by-country basis on the later of the expiration of the patent rights owned by the Company or the tenth anniversary of the first commercial sale of the applicable product(s) in the applicable country. The Company had not received payment of the $ 5.0 million upfront license fee as of March 31, 2022, thus has recorded a receivable for the amount billed to SIIPL. The Company has determined that the Agreement falls within the scope of ASC 606, as it includes a customer-vendor relation as defined by ASC 606 and meets the criteria of a contract. The Company has determined that the license of IP granted is not distinct from the research services and thus should be combined. The Agreement contains a single performance obligation for the combined License of IP/research services and the manufacturing technology transfer services. Revenue from the contract will be recognized over time, using an input-method. The Company has determined that variable consideration from the development and regulatory payments in the Agreement should be fully constrained as of March 31, 2022, and commercial milestones and royalties will be recognized in the period the underlying sales occur. Through March 31, 2022, no revenue had been recorded from the Agreement and the entire amount of upfront consideration is recorded as deferred revenue. Based on current estimated timelines, the Company expects to recognize the deferred revenue over approximately 18 months, and the portion expected to be recognized over the next 12 months is classified as current in the condensed consolidated balance sheet as of March 31, 2022 . |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
FAIR VALUE MEASUREMENTS | 6. FAIR VALUE MEASUREMENTS The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: DESCRIPTION MARCH 31, QUOTED PRICES SIGNIFICANT SIGNIFICANT Asset Money market funds 83,223 83,223 - - Total assets measured at fair value $ 83,223 $ 83,223 $ — $ — Liability Warrant liabilities 1,820 - - 1,820 Total liabilities measured at fair value $ 1,820 $ — $ — $ 1,820 DESCRIPTION DECEMBER 31, QUOTED PRICES SIGNIFICANT SIGNIFICANT Asset Money market funds 31,446 31,446 - - Total assets measured at fair value $ 31,446 $ 31,446 $ — $ — Liability Warrant liabilities 2,105 - - 2,105 Total liabilities measured at fair value $ 2,105 $ — $ — $ 2,105 Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There have been no transfers between fair value levels during the three months ended March 31, 2022 and 2021, respectively. The carrying values of other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The fair value of the common and Preferred Stock warrant liabilities was determined using the Black-Scholes option-pricing model with the assumptions as disclosed in Note 11. These assumptions include significant judgments including the fair value of the underlying common and Preferred Stock and volatility. An increase or decrease in the estimated fair value or changes in volatility will result in increases or decreases in the fair value of the warrant liabilities and such changes could be material. The carrying value of each of the Horizon term loan, the SVB term loan, and the equipment financing as of March 31, 2022, and December 31, 2021 approximates their fair value as the interest rate approximates the market rate for loans with similar terms and risk characteristics. The Company estimated the fair value of the convertible debt using a discounted cash flow analysis and prevailing market terms as of December 31, 2021. The carrying value and fair value of the convertible debt was $ 30.2 million and $ 28.9 million, respectively, as of December 31, 2021. The fair value of the convertible debt was determined using Level 3 inputs. See Note 10 for further detail of all outstanding debt as of March 31, 2022. The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs: WARRANT LIABILITY Balance—December 31, 2021 $ 2,105 Warrants exercised in business combination ( 1,633 ) Warrants reclassified to equity ( 352 ) Change in fair value of warrants 359 Warrants assumed in business combination 1,341 Balance—March 31, 2022 $ 1,820 |
Grant Revenue
Grant Revenue | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Grant Revenue [Line Items] | |
Grant Revenue | 7. GRANT REVENUE In July 2020, the Company was approved to receive a grant from the Bill & Melinda Gates Foundation in the amount of approximately $ 3.3 million. As of December 31, 2021 , the Company had received the entire grant award, of which approximately $ 2.4 million was received during the year ended December 31, 2020 , and the remaining approximately $ 0.9 million was received during the year ended December 31, 2021. The grant funds are to be used for the sole purpose of research for in vivo gene therapy for sickle cell disease and to expl ore new, low-cost capabilities for the in vivo functional cure of sickle cell and or durable suppression of HIV in developing countries. The Company incurred research and development costs of approximately $ 0.3 million and $ 0.3 million associated with this grant for the three months ended March 31, 2022 and March 31, 2021, respectively . The Company has recognized revenue of approximately $ 0.3 million and $ 0.3 million in the condensed consolidated statements of operations during the three months ended March 31, 2022 and March 31, 2021, respectively, and recorded the unearned balance of approximately $ 0.7 million a nd $ 1.3 million as deferred revenue in the condensed consolidated balance sheets as of March 31, 2022 and December 31, 2021, r espectively. The research supported by this grant is expected to be completed by May 31, 2022. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Net | 8. PROPERTY AND EQUIPMENT, NET Property and equipment, net consisted of the following as of March 31, 2022 and December 31, 2021: MARCH 31, DECEMBER 31, Computer hardware and software $ 778 $ 732 Laboratory equipment 20,480 19,590 Leasehold improvements 10,442 10,442 Construction in progress 2,483 1,894 Total 34,183 32,658 Less: Accumulated depreciation and amortization ( 11,307 ) ( 9,259 ) Property and equipment, net $ 22,876 $ 23,399 As of March 31, 2022 and December 31, 2021 , property and equipment, net included capital lease assets of approximately $ 2.5 million, with accumulated amortization of approximately $ 1.6 million and $ 1.5 million, respectively. Depreciation and amortization expense for three months ended March 3 1, 2022 and March 31, 2021, was $ 2.1 million and $ 1.1 million respectively, within the condensed consolidated statements of operations. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Accrued Liabilities, Current [Line Items] | |
Accrued Expenses | 9. ACCRUED EXPENSES Accrued expenses as of March 31, 2022 and December 31, 2021 consisted of the following: MARCH 31, DECEMBER 31, Accrued employee compensation and benefits $ 4,620 $ 8,492 Accrued research and development 2,169 4,059 Accrued professional fees 1,334 1,888 Accrued other 1,275 185 Total accrued expenses $ 9,398 $ 14,624 |
Debt
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 & April & 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 t he 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 approx imately $ 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, MARCH 31, 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 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
WARRANTS | 11. WARRANTS Common Stock Warrant classified as Liability Horizon Debt Warrants In connection with Loan Agreement the Company entered into with 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 (See Note 10). The Company issued warrants for both the $ 15.0 million loan drawn at the closing and the remaining $ 10.0 million available commitment which had different terms and conditions. In conjunction with the $ 10.0 million available commitment, the Company made available Horizon a warrant to purchase up 57,034 shares, of which 28,517 shares of the Company’s common stock were issued at an exercise price per share of $ 5.26 . These warrants are recognized as liabilities on the condensed consolidated balance sheets and were measured at their inception date fair value and subsequently remeasured at each reporting period with changes recorded as a component of other income in the Company’s condensed consolidated statements of operations. The warrants issued for the $ 10.0 million available commitment was summarized below as a liability classified Common Stock Warrant. Warrant Class Shares Fair Value Issuance Date Exercise Price Expiration Date Common stock 28,517 $ 249 January 19, 2022 $ 5.26 The earlier of March 29, 2031 or the date of a qualifying acquisition The warrant’s fair value upon issuance and as of March 31, 2022 was estimated to be approximately $ 0.2 million, and was measured using a probability weighted Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions AT ISSUANCE (AS OF JANUARY 19, 2022) AS OF Fair value of common stock $ 5.89 $ 9.63 Risk free interest rate 1.50 % 2.39 % Expected volatility 59.60 % 59.60 % Expected term (in years) 10.50 10.00 Private Placement Warrants The Private Placement Warrants may not be redeemed by the Company so long as the Private Placement Warrants are held by the initial purchasers, or such purchasers’ permitted transferees. The Private Placement Warrants have terms and provisions identical to those of the Public Warrants which are discussed below, including as to exercise price, exercisability, and exercise period, except if the Private Placement Warrants are held by someone other than the initial purchasers’ permitted transferees, then the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. On the Closing Date and as of March 31, 2022, there were 2,062,500 Private Warrants issued and outstanding. These warrants are recognized as liabilities on the condensed consolidated balance sheets and were measured at their inception date fair value and subsequently remeasured at each reporting period with changes recorded as a component of other income in the Company’s condensed consolidated statements of operations. Warrant Class Shares Fair Value Initial Recognition Date Exercise Price Expiration Date Private Placement Warrants 2,062,500 $ 1,341 February 2, 2022 $ 11.50 March 2, 2027 The fair value of the Private Placement Warrant upon initial recognition and as of March 31, 2022 was estimated to be approximately $ 1.3 million and $ 1.6 million respectively, and was measured using a Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions INITIAL RECOGNITION AS OF Fair value of common stock $ 8.82 $ 9.63 Risk free interest rate 1.59 % 2.39 % Implied volatility (1) 15.9 % 12.0 % Expected term (in years) 5.00 4.85 (1) The implied volatility considers the trading price of the public warrants and calculated value of the public warrants based on a Monte Carlo simulation model. Common Stock Warrant classified as Equity In connection with the Loan Agreement the Company entered into with Horizon in December 2021, the Company issued the warrants to Horizon to purchase 85,552 shares of the Company’s common stock at an exercise price per share of $ 5.26 for the $ 15.0 million drawn commitment. Upon the issuance during January 2022, the Company reassessed for the classification of these warrants, and noted that there were no variability on the number of shares or the exercise price of the settlement. T he Company determined that the Warrants met the requirements for equity classification and the fair value of $ 0.4 million was reclassified to equity during the period. Warrant Class Shares Issuance Date Exercise Price per Share Expiration Date Common stock warrant 85,552 January 19, 2022 $ 5.26 January 19, 2032 The warrant’s fair value upon issuance was estimated to be approximately $ 0.4 million, and was measured using a Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions AT ISSUANCE (AS OF JANUARY 19, 2022) Fair value of common stock $ 5.89 Risk free interest rate 1.50 % Expected volatility 59.60 % Expected term (in years) 10.00 Public Warrants Each Public Warrant entitles the holder to the right to purchase one share of common stock at an exercise price of $ 11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $ 0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock divide nds, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis. On the Closing Date, there were 10,350,000 Public Warrants issued and outstanding. In March 2022, 105,210 of the Public Warrants were exercised into shares of the Company's common stock for a total exercise price of $ 1.2 million in cash. The following table presents a roll-forward of the Company’s warrants from December 31, 2021 to March 31, 2022: COMMON STOCK WARRANTS PREFERRED STOCK WARRANTS Warrants Outstanding, December 31, 2021 (1) 207,376 635,404 Exercised in the business combination (1) ( 207,376 ) ( 635,404 ) Issued (1) 75,924 - Assumed in the business combination 12,412,500 - Exercised subsequent to the business combination ( 105,120 ) - Warrants Outstanding, March 31, 2022 12,383,304 - (1) Number of warrants have been adjusted to reflect the exchange for New GreenLight warrants at an exchange ratio of approximately 0 .6656 as a result of the Business Combination. See Note 3 for further information. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 12. STOCKHOLDERS' EQUITY Authorized share s The Company was authorized to iss ue 500,000,000 shares of $ 0.0001 par value common stock and 10,000,000 shares of $ 0.0001 par value preferred stock as of March 31, 2022 and 191,500,000 shares of $ 0.001 par value common stock as of December 31, 2021. As of March 31, 2022, there were 122,980,505 shares of common stock issued and outstanding and 12,383,304 warrants to purchase the Company’s common stock outstanding. As of March 31, 2022, there were no shares of preferred stock issued or outstanding. Legacy Greenlight Redeemable Convertible Preferred Stock In connection with the Business Combination, Legacy Redeemable Convertible Preferred Stock previously classified as temporary equity was retroactively adjusted, converted into common stock at an exchange ratio of approximately 0.6656 , and reclassified to permanent equity as a result of the reverse recapitalization. As of March 31, 2022, there was no Legacy Redeemable Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Legacy Redeemable Convertible Preferred Stock authorized, issued, and outstanding immediately prior to the Business Combination. MARCH 31, DECEMBER 31, Redeemable Convertible Preferred Stock Classes 2022 2021 Series A-1 redeemable convertible preferred stock, $ 0.001 par value, 2,865,698 shares authorized, 2,827,878 shares issued and 6,334 and $ 0 at December 31, 2021 and March 31, 2022, $ — $ 4,414 Series A-2 redeemable convertible preferred stock, $ 0.001 par value, 7,018,203 shares authorized, 6,993,693 shares issued and 19,138 and $ 0 at December 31, — 11,438 Series A-3 redeemable convertible preferred stock, $ 0.001 par value, 8,647,679 shares authorized, 8,629,505 shares issued and 30,544 and $ 0 at December 31, — 19,917 Series B redeemable convertible preferred stock, $ 0.001 par value, 21,245,353 shares authorized, issued and 24,017 and $ 0 at December 31, — 18,671 Series C redeemable convertible preferred stock, $ 0.001 par value, 35,152,184 shares authorized, 35,092,183 shares issued and 69,595 and $ 0 at December 31, — 55,851 Series D redeemable convertible preferred stock, $ 0.001 par value, 71,019,827 shares authorized, 60,184,332 shares issued and 122,459 and $ 0 at December 31, — 108,499 Total $ — $ 218,790 The following describes the rights and preferences of the Legacy GreenLight Redeemable Convertible Preferred Stock prior to the conversion in the Business Combination: Voting Rights The h olders of each share of Preferred Stock (“Preferred Stockholders”) generally had the right to one vote for each share of common stock into which such Preferred Stock could then convert. On matters on which the holders of shares of a particular series of Preferred Stock had the right to vote separately as a single class, such holders had the right to one vote per share of Preferred Stock of that particular series. Conversion Each share of Preferred Stock was convertible into common stock at any time at the option of the holder. Each share was converted into such number of shares of common stock as is determined by dividing the applicable original issuance price by the applicable conversion price in effect at the time of the conversion. The conversion price was subject to adjustment upon the happening of specified events, including the issuance or deemed issuance of certain additional shares of common stock, stock splits and combinations, dividends, distributions, mergers, and reorganizations. The original issuances prices of the shares of Series A-1, Series A-2, Series A-3, Series B, Series C and Series D Preferred Stock were $ 1.53 , $ 1.65 , $ 2.32 , $ 0.86 , $ 1.60 and $ 1.81 per share, respectively. As of three months ended March 31, 2022 and 2021, the Series A-1, Series A-2, Series A-3, Series B, Series C, and Series D conversion prices were $ 1.21 , $ 1.27 , $ 1.63 , $ 0.86 , $ 1.60 , and $ 1.81 per share, r espectively. As such, the shares of Preferred St ock converted on a one-for-one basis, except that the shares of Series A-1, Series A-2 and Series A-3 Preferred Stock converted at the rates of approximately 1.26446 , 1.29528 and 1.42239 shares of common stock, respectively, per share of Preferred Stock. Conversion was mandatory at the earlier of the closing of a firm commitment underwritten public offering of the Company’s common stock at a price of at least $ 5.4354 per share and with net proceeds to the Company of at least $ 75.0 million or at the election of the holders of a majority of the outstanding shares of Series D Preferred Stock. Dividends The holders of Series A-1 Preferred Stock were entitled to receive cumulative dividends that accrued at an annual rate of approximately 5 %. The holders of Series A-2, Series A-3, Series B, Series C and Series D Preferred Stock were entitled to receive cumulative dividends that accrued at an annual rate of approximately 8 %. Dividends were payable only when, as and if declared by the Board of Directors. In the event the Company declared, paid, or set aside any dividends on shares of any class of capital stock of the Company, other than dividends on shares of common stock payable in shares of common stock, the holders of Preferred Stock were entitled to receive, before or at the same time as such dividends, a dividend on each outstanding share of Preferred Stock in the amount of the accruing dividends unpaid as of such date as well as a comparable dividend on an as-converted basis. As of March 31, 2022 and December 31, 2021 , no dividends had been declared. Redemption The Company’s Preferred Stock could only be redeemed upon a deemed liquidation event as described in the Company’s certificate of incorporation. Upon redemption, holders of shares of Preferred Stock of a particular series were entitled to receive a redemption amount equal to the original issue price of the shares of that series, plus any accrued but unpaid dividends and any declared but unpaid dividends for the shares of that series, subject to the terms summarized in the “Liquidation Preference” section below. Liquidation Preference In the event of any liquidation, dissolution or winding up of the Company, the holders of shares of Preferred Stock of a particular series were entitled to receive an amount per share equal to the greater of (i) the original issuance price of the shares of Preferred Stock of that series, plus any accruing dividends that are unpaid, whether or not declared, plus any other dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had such shares of Preferred Stock been converted into common stock. Such liquidating distributions were payable first, to the holders of shares of Series D Preferred Stock, second, to the holders of shares of Series C Preferred Stock and Series B Preferred Stock on a pari passu basis, third, to the holders of shares of Series A Preferred Stock on a pari passu basis, and finally, to the holders of shares of common stock. If insufficient assets and funds were available to permit payment of the full amount of the applicable liquidation preference payable to the holders of any series of Preferred Stock (or group of series payable on a pari passu basis), then all available assets and funds would have been distributed to the holders of such series (or group of series) on a pro rata basis, taking into account the order of priority set forth in the previous sentence. After payment in full to the Preferred Stockholders, the holders of common stock are entitled to receive the remaining assets of the Company available for distribution on a pro rata basis based on the number of shares held. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 13. STOCK-BASED COMPENSATION 2022 Stock Incentive Plan On February 1, 2022, stockholders approved the New GreenLight 2022 Equity and Incentive Plan, or the “New GreenLight Equity Plan”, or “Equity Plan”, replacing the GreenLight 2012 Equity Plan (the “2012 Plan”), pursuant to which the Company’s Board of Directors may grant stock options, both incentive stock options and nonstatutory stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, dividend equivalent rights, or cash awards to employees, directors and consultants. There are 31,750,000 registered shares of common stock reserved for issuance under the Equity Plan. During the three months ended March 31, 2022, 555,000 stock options were granted under the Equity Plan. The Plan is administered by the Company’s Board of Directors (the “Board”). The exercise prices, vesting and other restrictions are determined at the discretion of the Board, except that the exercise price per share of incentive stock options may not be less than 100 % of the fair market value of the common stock on the date of grant. Stock options awarded under the Plan expire ten years after the grant date unless the Board sets a shorter term. Vesting periods for awards under the plans are determined at the discretion of the Board. Incentive stock options granted to employees and non-statutory options and restricted stock awards granted to employees, officers, members of the Board, advisors, and consultants of the Company typically vest over four or five years . The fair value of stock option awards is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: THREE MONTHS ENDED MARCH 31, 2022 2021 Fair value of underlying common stock $ 9.15 $ 0.82 Weighted average risk-free interest rate 2.56 % 0.27 % - 1.55 % Expected term (in years) 6.00 5.00 - 6.00 Expected volatility 56.28 % 69.49 % - 70.36 % Expected dividend yield — — The following table summarizes the activity of the Company’s stock options under the Plan for the three months ended March 31, 2022: AVERAGE AGGREGATE WEIGHTED- REMAINING INTRINSIC AVERAGE CONTRACTUAL VALUE SHARES (1) EXERCISE PRICE (1) TERM (in years) (in thousands) Outstanding at December 31, 2021 18,101,548 $ 1.14 8.0 $ 139,505 Granted 555,000 9.15 — — Exercised ( 79,055 ) 0.32 — 594 Cancelled or forfeited ( 72,127 ) 0.27 — — Outstanding at March 31, 2022 18,505,366 0.71 7.8 141,869 Vested and expected to vest at March 31, 2022 18,505,366 0.71 7.8 141,869 Exercisable at March 31, 2022 8,337,001 $ 0.54 6.3 $ 69,248 (1) Number of options and weighted average exercise price has been adjusted to reflect the exchange of Legacy GreenLight's stock options for New GreenLight stock options at an exchange ratio of approximately 0.665 as a result of the Business Combination. See Note 3 for further information. The weighted-average grant date fair value of stock options granted during the three months ended March 31, 2022 and 2021 was $ 5.06 per share and $ 0.51 per share, respectively. As of March 31, 2022 , total unrecognized compensation expense related to stock options totaled approximately $ 9.8 million, which is expected to be recognized over a weighted-average period of 2.7 years. The aggregate intrinsic value of common stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The intrinsic value of options exercised for the three months ended March 31, 2022 and 2021 , was approximately $ 0.6 million and $ 0.1 million, respectively. Restricted Stock The fair value of each restricted common stock award is estimated on the date of grant based on the fair value of the Company’s common stock on that same date. A summary of the Company’s restricted stock activity during the three months ended March 31, 2022 is presented below: SHARES WEIGHTED Unvested shares as of December 31, 2021 4,231 $ 0.76 Vested ( 1,567 ) 0.23 Unvested shares as of March 31, 2022 2,664 $ 0.22 The total fair value of restricted stock that vested during the three months ended March 31, 2022 and 2021 was approximately $ 25 thousand and $ 3 thousand, respectively. Stock-Based Compensation Expense Stock-based compensation expense recorded as research and development and general and administrative expenses, for employees, directors and non-employees during the three months ended March 31, 2022 and 2021 is as follows: THREE MONTHS ENDED MARCH 31, 2022 2021 Research and development $ 504 $ 131 General and administrative 1,683 217 Total stock-based compensation expense $ 2,187 $ 348 The Company recognized additional stock-based compensation expense associated with 292,469 shares subject to GreenLight options that vest based on both a liquidity and a service condition. At the date of grant in 2020, achievement of the conditions in the performance-based award was deemed not probable and, accordingly, the grant date fair value of the award was zero based upon the probable outcome of such conditions. The liquidity condition is satisfied upon the occurrence of certain events, including a merger or acquisition or other business combination transaction involving the Company and a publicly traded special purpose acquisition company or other similar entity and, as a result, the liquidity condition for certain of GreenLight’s options was satisfied upon the completion of the Business Combination. Assuming achievement of the highest level of performance, the performance-based award would have had a grant date fair value of $ 0.2 million. In December 2021, the Company’s Board of Directors voted to extend the length of time to allow for the performance vesting to occur by March 31, 2022 . The fair value of the award, as modified, was $ 2.2 million as of the modification date. Upon closing of the Business Combination, the Company recognized approximately $ 1.4 million of incremental stock-based compensation expense associated with these options during the three months ended March 31, 2022, and the remainder will be recognized over the remaining service period. |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Net Loss Per Share | 14. NET LOSS PER SHARE The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: (In thousands, except shares and per share data) THREE MONTHS ENDED MARCH 31, 2022 2021 Net loss $ ( 38,207 ) $ ( 21,283 ) Numerator: Less: Accruals of dividends of preferred stock - ( 4,296 ) Net loss available to common stockholders $ ( 38,207 ) $ ( 25,579 ) Denominator: Weighted-average common stock outstanding 113,558,404 96,300,247 Net loss per share, basic and diluted $ ( 0.34 ) $ ( 0.27 ) The Company’s potential dilutive securities include unvested restricted stock, common stock options and common stock warrants. The Company excluded the following potential common stock, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: AS OF MARCH 31, 2022 2021 Unvested restricted stock 2,664 20,097 Options to purchase common stock 18,505,366 16,294,545 Common stock warrants 12,383,304 831,304 Total 30,891,334 17,145,946 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Income Taxes | 15. INCOME TAXES The Company did no t record income tax expense for the three months ended March 31, 2022 or the three months ended March 31, 2021 due to the Company’s historical net operating losses, forecasted continued net operati ng losses, and the Company’s recognition of a full valuation allowance. The effective tax rate differs from the statutory rate, primarily due to the Company’s history of incurring losses, which have not been benefited, and other permanent differences. Realization of deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
COMMITMENTS AND CONTINGENCIES | 16. COMMITMENTS AND CONTINGENCIES Operating Leases The Company’s significant operating leases entered as of December 31, 2021, are disclosed in Note 18, Commitments and Contingencies – Operating Leases, of the notes to the audited consolidated financial statements for the year ended December 31, 2021 as filed with the SEC March 31, 2021 on form 8-K/A. Since the date of those financial statements, the Company has entered into new operating leases or has modified existing operating leases for the three months ended March 31, 2021, as noted below. On September 30, 2021, the Company entered into a lease for new laboratory, office and greenhouse space in Research Triangle Park, North Carolina, which commenced in January 2022. The lease term expires in July 2033 , unless extended. The base rent for this lease is approximately $ 2.3 million per year, subject to a 3 % increase each year In March 2022, the Company entered into a lease for new laboratory space in Lexington, Massachusetts, with an anticipated commencement date of May 2022. The lease term expires in July 2033 . The base rent for this lease is $ 3.9 million per year, subject to a 3 % increase each year. Total rent expense in the condensed consolidated statements of operations for the operating leases was approximately $ 2.8 million and $ 0.8 million for the three months ended March 31, 2022 and 2021, respectively. A summary of the Company’s future minimum lease payments under noncancelable operating leases, excluding tenant improvement payables, as of March 31, 2022, is as follows: AS OF MARCH 31, 2022 Remainder of 2022 $ 8,840 2023 12,286 2024 8,285 2025 7,296 2026 7,018 Thereafter 43,975 Total $ 87,700 Legal proceedings Legal claims may arise from time to time in the normal course of business. There are no such claims as of three months ended March 31, 2022 and 2021, that are expected to have a material effect on the Company’s condensed consolidated financial statements. Other funding commitments In December 2020, the Company entered into an assignment and license agreement with Bayer CropScience LLP (“Bayer”) under which the Company may be obligated to make milestone and royalty payments. These payment obligations are contingent upon future events, such as achieving certain development, regulatory, and commercial milestones or generating product sales. The timing of these events is uncertain; accordingly, the Company cannot predict the period during which these payments may become due. The Company have agreed to pay up to $ 2.0 million in milestone payments under this assignment and license agreement when certain development milestones are met. The Company assessed the milestones at three months ended March 31, 2022 and concluded no such milestone payments were deemed probable nor due. In November 2021, the Company entered into a manufacturing and development contract service agreement with a contract development and manufacturing organization for the Company’s mR NA COVID-19 vaccine. Based on the Company’s minimum purchase commitments, the Company expects to pay the organization a minimum of approximately $ 11.5 million in service fees under the agreement, excluding the cost of raw materials. Based on the current schedule, the Company expects to incur the majority of these expenses in 2022 and a portion in the first quarter of 2023. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Subsequent Event [Line Items] | |
Subsequent Events | 17. SUBSEQUENT EVENTS The Company has completed an evaluation of all subsequent events through May 16, 2022, the date these condensed consolidated financial statements were available to be issued. There were no subsequent events that require adjustments to or disclosure in the financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies, by Policy (Policies) [Line Items] | |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, and the disclosure of contingent assets and liabilities as of and during the reporting period. The Company bases its estimates and assumptions on historical experience when available and on various factors that it believes to be reasonable under the circumstances. This process may result in actual results differing materially from those estimated amounts used in the preparation of the financial statements if these results differ from historical experience, or other assumptions do not turn out to be substantially accurate, even if such assumptions are reasonable when made. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition, the accrual of research and development costs, acquisition of in-process research and development assets, useful lives assigned to property and equipment, and the fair value of warrant liabilities. The Company assesses estimates on an ongoing basis; however, actual results could materially differ from those estimates. |
Operating Segments | Operating Segments Operating segments are identified as components of an enterprise about which separate discrete financial information is made available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The CODM is the Company’s Chief Executive Officer. The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. |
Emerging Growth Company and Smaller Reporting Company Status | Emerging Growth Company and Smaller Reporting Company Status Following the Business Combination, the Company qualifies as an emerging growth company (‘‘EGC’’) as defined in the Jumpstart our Business Startups (‘‘JOBS’’) Act. The JOBS Act permits companies with EGC status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. The Company intends to use this extended transition period to enable the Company to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an EGC or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company's condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates. In addition, the Company intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an EGC, the Company is not required to, among other things: (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosures that may be required of non-EGCs under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with the requirements of the Public Company Accounting Oversight Board regarding the communication of critical audit matters in the auditor’s report on the consolidated financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation. The Company will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of ENVI’s initial public offering, (b) in which the Company has total annual gross revenue of at least $1.1 billion, or (c) in which the Company is deemed to be a large accelerated filer, which means the market value of its common equity that is held by non-affiliates exceeds $700.0 million as of the last business day of its most recently completed second fiscal quarter; and (ii) the date on which the Company has issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act. The Company is also a “smaller reporting company” as defined in the Exchange Act. The Company may continue to be a smaller reporting company even after the Company is no longer an emerging growth company. The Company may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as the market value of the Company's voting and non-voting Common Stock held by non-affiliates is less than $250.0 million measured on the last business day of the Company's second fiscal quarter, or the Company's annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of the Company's voting and non-voting Common Stock held by non-affiliates is less than $700.0 million measured on the last business day of the Company's second fiscal quarter. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Investments qualifying as cash equivalents primarily consist of money market funds. The Company’s cash and cash equivalents in the condensed consolidated balance sheets at March 31, 2022 and December 31, 2021, were approxim ately $ 83.2 million and $ 31.4 million, respectively. |
Restricted Cash | Restricted Cash The Company maintains letters of credit in conjunction with the Company’s lease agreements. As of March 31, 2022 and December 31, 2021, the underlying cash balance securing these letters of credit of approximat ely $ 1.3 million and $ 0.4 million, respectively, was classified as a noncurrent asset in the condensed consolidated balance sheets based on the terms of the lease agreement. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company has no significant off-balance sheet credit risk. Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents. The Company maintains deposits in accredited financial institutions in excess of federally insured limits. The Company deposits its cash and cash equivalents in financial institutions that it believes have high credit quality, has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Fair Value Measurements | Fair Value Measurements ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for a similar asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the inputs that market participants would use in pricing the asset or liability. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized in Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated over the estimated useful lives of the related assets using the straight-line method. Maintenance and repairs to an asset that do not improve or extend its life are expensed in the period incurred. Expenditures made to improve or extend the life of property and equipment are capitalized. Leasehold improvements are depreciated over the shorter of the useful life of the improvements or the remaining term of the associated lease. The estimated useful lives of property and equipment are as follows: ESTIMATED USEFUL LIFE Laboratory equipment 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or lease term Property and equipment subject to a capital lease are depreciated over the shorter of the useful life or the term of the lease. Construction in progress is stated at cost, which includes direct costs attributable to the setup or construction of the related asset. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are eliminated from the accounts and any resulting gain or loss is reflected in the Company’s statement of operations. |
Acquired In-process Research and Development | Acquired In-process Research and Development The Company measures and recognizes acquisitions that are not deemed to be business combinations as acquisitions of assets based on the cost to acquire the assets, which includes transaction costs, and the consideration is allocated to the items acquired based on a relative fair value methodology. Goodwill is not recognized in asset acquisitions. In an asset acquisition, the cost allocated to acquire in-process research and development with no alternative future use is charged to research and development expense at the acquisition date. At the time of acquisition, the Company determines if a transaction should be accounted for as a business combination or acquisition of assets. |
Net Loss per Share | Net Loss per Share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is computed using the weighted-average number of common shares outstanding during the period and, if dilutive, the weighted-average number of potential shares of common stock. Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net loss per share for the holders of the Company’s common shares and participating securities. Diluted net loss per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method. The weighted-average number of common shares included in the computation of diluted net loss gives effect to all potentially dilutive common equivalent shares, including outstanding stock options, warrants and unvested restricted stock. Common stock equivalent shares are excluded from the computation of diluted net loss per share if their effect is antidilutive. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is generally the same as basic net loss per share at tributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for the three months ended March 31, 2022 and 2021. As the Merger has been accounted for as a reverse recapitalization, the condensed consolidated financial statements of the merged entity reflect the continuation of the pre-merger GreenLight financial statements; GreenLight equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, ENVI. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details and Note 14 for discussion of the retrospective adjustment of net loss per share. |
Deferred Financing Costs | Deferred Financing Costs The incremental cost, including the fair value of warrants, directly associated with obtaining debt financing is capitalized as deferred financing costs upon the issuance of the debt and amortized over the term of the related debt agreement using the effective-interest method with such amortized amounts included as a component of interest expense in the condensed consolidated statement of operations. Unamortized deferred financing costs are presented on the condensed consolidated balance sheets as a direct deduction from the carrying amount of the related debt obligation. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets The Company evaluates its long-lived assets, which consist primarily of property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Such events and circumstances include, but are not limited to, significant decreases in the market value of an asset, adverse changes in the extent or manner in which the asset is being used, or significant changes in business climate. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the three months ended March 31, 2022 and 2021 , no impairment indicators were identified and no impairments were recorded. |
Warrants | Warrants The Company applies relevant accounting guidance for warrants to purchase the Company’s stock based on the nature of the relationship with the counterparty. For warrants issued to investors or lenders in exchange for cash or other financial assets, the Company follows guidance issued within ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), and ASC 815, Derivatives and Hedging (“ASC 815”), to assist in the determination of whether the warrants should be classified as liabilities or equity. Warrants that are determined to require liability classification are measured at fair value upon issuance and are subsequently remeasured to their then fair value at each subsequent reporting period with changes in fair value recorded in current earnings. Warrants that are determined to require equity classification are measured at fair value upon issuance and are not subsequently remeasured unless they are required to be reclassified. For warrants issued to nonemployees for goods or services, or to customers as non-cash consideration, the Company follows guidance issued within ASC 718, Compensation – Stock Compensation (“ASC 718”), to determine whether the share-based payments are equity or liability classified. Such warrants are measured at fair value on the grant date. The related expense or reduction in transaction price is recognized in the same period and in the same manner as if the Company had paid cash for the goods or services, or in the same manner that transfer of control of the related performance obligations occurs. |
Contract Revenue | Contract Revenue The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”), which provides a five-step model for recognizing revenue from contracts with customers as follows: • Identify the contract with a customer • Identify the performance obligations in the contract • Determine the transaction price • Allocate the transaction price to the performance obligations in the contract • Recognize revenue when or as performance obligations are satisfied Under ASC 606, an entity recognizes revenue when or as its customer obtains control of distinct promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Our customer arrangements primarily consist of a license, rights to our intellectual property, and research and developments services. Performance obligations are promises in a contract to transfer a distinct good or service to the customer and are considered distinct when (i) the customer can benefit from the good or service on its own or together with other readily available resources and (ii) the promised good or service is separately identifiable from other promises in the contract. In assessing whether promised goods or services are distinct, we consider factors such as the stage of development of the underlying intellectual property, the capabilities of the customer to develop the intellectual property on its own, or whether the required expertise is readily available and whether the goods or services are integral or dependent to other goods or services in the contract. The Company estimates the transaction price based on the amount expected to be received for transferring the promised goods or services in the contract. The consideration may include fixed consideration or variable consideration. At the inception of each arrangement that includes variable consideration, the Company evaluates the amount of potential payments and the likelihood that the payments will be received. The Company utilizes either the most likely amount method or expected amount method to estimate the amount expected to be received based on which method best predicts the amount expected to be received. The amount of variable consideration, which is included in the transaction price, may be constrained and is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period when the variability is resolved. For revenue related to sales-based royalties received from licensees, including milestone payments based on the level of sales, where the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied (or partially satisfied). To date, the Company has not recognized any consideration related to sales-based royalty revenue resulting from the Ingredion collaboration agreement. The Company allocates the transaction price based on the estimated stand-alone selling price of each of the performance obligations and develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation identified in a contract with a customer. The Company utilizes key assumptions to determine the stand-alone selling price for service obligations, which may include other comparable transactions, pricing considered in negotiating the transaction, and the estimated costs. Any variable consideration is allocated specifically to one or more performance obligations in a contract when the terms of the variable consideration relate to the satisfaction of the performance obligation and the resulting amounts allocated are consistent with the amounts we would expect to receive for the satisfaction of each performance obligation. The consideration allocated to each performance obligation is recognized as revenue when control is transferred for the related goods or services, which is either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receive and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the Company and the Company has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to the customer. For contracts that include a license of intellectual property (“IP”), the Company applies judgment to determine if the license of IP is distinct from other promises in the contract. License of IP that are determined to be distinct from other promises in the contract are recognized as revenue at a point in time when the license of IP is transferred to the customer and the customer can use and benefit from the license. For licenses of IP that are combined with other promises in a contract, the Company uses judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition. Determining the revenue recognition of a license of IP requires significant judgment and is discussed further in for the Company’s license and collaboration agreements in Note 4, License Agreement . At the inception of a contract that includes development or regulatory milestone payment, the Company evaluates the probability of reaching the milestones and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable a significant reversal of revenue would not occur in the future, the associated milestone value is included in the transaction price. Milestone payments that are not within the Company’s control or the licensee’s control, such as milestone payments for regulatory approvals, are not considered probable of being achieve until those approvals are received. Therefore, related revenue associated with the milestone payment is constrained as management is unable to assert that a significant reversal or revenue would not be possible. At the end of each subsequent reporting period, the Company re-evaluates the probability of achievement of such development and regulatory milestone payments and any constraints applied, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are generally recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. Development or regulatory milestone payments are allocated either among the various performance obligations included in a contract on a relative standalone selling price basis, or to one or more specific performance obligations to which the milestone payment primarily relates. For contracts that include commercial milestone payments, which are based on the achievement of future sales, and sales-based royalties, if the license is determined to be the predominant item to which the commercial milestones and royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the milestone or royalty has been allocated has been satisfied (or partially satisfied). |
Grant Revenue | Grant Revenue In July 2020, we entered into a grant agreement with the Bill & Melinda Gates Foundation to advance research in in vivo gene therapy for sickle cell disease and to explore new, low-cost capabilities for the in vivo functional cure of sickle cell and/or durable suppression of HIV in developing countries. The grant agreement with the Bill & Melinda Gates foundation provides for payments for reimbursed costs, which include general and administrative costs. As we are performing services under the agreement that are consistent with the Company’s ongoing central activities and we have determined that we are the principal in the agreement, we recognize grant revenue as we perform services under this agreement when the funding is committed, which occurs as underlying costs are incurred. Revenues and related expenses are presented gross in the condensed consolidated statements of operations as we have determined that we are the primary obligor under the agreement relative to the research and development services we perform as the lead technical expert. |
Deferred Revenue | Deferred Revenue Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue in the Company’s condensed consolidated balance sheets. If the related performance obligation is expected to be satisfied within the next twelve months, the related deferred revenue will be classified in current liabilities. |
Research and Development Costs | Research and Development Costs Research and development expenses consist primarily of costs related to discovery and research and development of products, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees, and external costs of outside vendors engaged to conduct field trials and clinical development activities. The Company records accruals for estimated costs relating to our field trials, preclinical studies, and manufacturing development. A portion of our field trials, preclinical studies, and manufacturing development activities are conducted by third-party service providers, including contract research organizations and contract manufacturing organizations. The financial terms of these contracts may result in payments that do not match the periods over which materials or services are provided. We accrue the costs incurred under the agreements based on an estimate of actual work completed in accordance with the agreements. In the event we make advance payments for goods or services that will be used or rendered for future research and development activities, the payments are deferred and capitalized as a prepaid expense and recognized as expense as the goods are received or the related services are rendered. Research and development costs that do not meet the requirements will be recognized as an asset as the associated future benefits are uncertain and there is no alternative future use at the time the costs were incurred are expensed as incurred. |
General and Administrative Expenses | General and Administrative Expenses The Company expenses general and administrative costs to operations as incurred. General and administrative expenses consist primarily of compensation, benefits, and other employee-related expenses for personnel in the Company’s administrative, finance, legal, information technology, business development, communications, and human resources functions. Other costs include the legal costs incurred in connection with filing and prosecuting patent and trademark applications, general and administrative related facility costs, insurance costs and professional fees for accounting, tax, consulting, legal and other services. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at grant date fair value. The Company’s stock-based payments include stock options and grants of common stock, including common stock subject to vesting. The measurement date for employee and non-employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the recipient’s requisite service period, which is the vesting period, on a straight-line basis. The Company has also issued common stock options with milestone or performance-based vesting conditions and recorded the expense for these awards if or when it was deemed probable that the milestone or performance condition would be achieved. Stock-based compensation is classified in the accompanying statements of operations based on the function to which the related services are provided. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are accounted for as they occur. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has historically been a private company and lacks company-specific historical and implied volatility information. Therefore, it estimates its expected stock volatility based on the historical volatility of a publicly traded set of peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The Company uses the simplified method as prescribed by the Securities and Exchange Commission Staff Accounting Bulletin No. 107, Share-Based Payment , to calculate the expected term for options granted to employees and non-employees, whereby, the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The expected term of stock options granted to non-employees is determined in the same manner as stock options granted to employees. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sour ces. For the three months ended March 31, 2022 and 2021, the Company had no items qualifying as other comprehensive loss; accordingly, comprehensive loss equaled net loss. |
Deferred Offering Costs | Deferred Offering Costs As of December 31, 2021, the Company capitalized deferred offering costs of approximately $ 4.1 million. Deferred offering costs include certain legal, accounting, consulting and other third-party fees incurred directly related to the anticipated business combination. At the closing of the business combination during the first quarter of 2022, these previously deferred costs were recorded in stockholders’ equity as a reduction of additional paid-in capital. See Note 3 for further details of the Business Combination. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , as subsequently amended (“Topic 842”), to improve financial reporting and disclosures about leasing transactions. This ASU requires companies that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases, where the lease terms exceed 12 months. The recognition, measurement and presentation of expense and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease; both types of leases will be recognized on the balance sheet. This ASU also requires disclosures to help financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases. On June 3, 2020, the FASB issued ASU 2020-05, which amended the effective dates of Topic 842 to give immediate relief from business disruptions caused by the COVID-19 pandemic and provides a one-year deferral of the effective date for nonpublic companies. Therefore, for public companies, the effective date is still December 15, 2018, while the effective date for private companies will now be fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. As the Company qualifies as an emerging growth company, the Company will follow the annual reporting guidance as of January 1, 2022 in connection with the issuance of its annual financial statements for year ended December 31, 2022 and apply the provisions of ASC 842 in interim periods commencing after December 15, 2022. The Company will use the optional transition method to the modified retrospective approach in which Topic 842 will not be applied to comparative periods presented and incremental disclosures are not required for periods before the Company’s adoption of Topic 842. The Company will elect this transition approach as well as the package of practical expedients permitted under the transition guidance within the new standard, which allows the Company to carry forward the historical lease classification of contracts entered into prior to January 1, 2022. As a result of electing the package of practical expedients described above, existing leases and related initial direct costs will not be reassessed prior to the effective date, and therefore, adoption of the lease standard will not have an impact on the Company’s previously reported consolidated financial statements. The Company will also elect the following practical expedients: (i) combining lease and non-lease components for all asset classes and (ii) leases with an initial term of 12 months or less are not recorded in the consolidated balance sheets, and the associated lease payments are recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company expects the adoption of Topic 842 will result in the recognition of material right-of-use assets and lease liabilities. These amounts are still being determined through the development of an incremental borrowing rate. The Company does not expect the adoption of Topic 842 to have a material impact to the condensed consolidated statements of operations, redeemable convertible preferred stock and stockholders’ equity (deficit), or cash flows. In August 2020, the FASB issued ASU 2020-06, Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40), which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity's own equity, and modifies the guidance on diluted earnings per share (EPS) calculations as a result of these changes. These changes will be effective for the Company as of January 1, 2023. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. This new standard is effective for the Company in the fiscal year beginning January 1, 2023 and must be adopted using a modified retrospective approach, with certain exceptions. The Company is currently evaluating the impact of this standard on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Summary of Significant Accounting Policies [Line Items] | |
Summary of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are as follows: ESTIMATED USEFUL LIFE Laboratory equipment 5 years Computer equipment and software 3 years Leasehold improvements Shorter of useful life or lease term |
Business Combination (Tables)
Business Combination (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Reconciles Elements of Business Combination | The following table reconciles the elements of the Business Combination to the Condensed Consolidated Statements of Cash Flows and the Condensed Consolidated Statements of Stockholders’ Defic it: BUSINESS COMBINATION Cash - ENVI trust and cash (net of redemptions) $ 12,123 Cash - PIPE Investors, including proceeds from conversion of Convertible notes - PIPE Investors 124,250 Gross proceeds 136,373 Less: total transaction costs ( 26,660 ) Less: cash proceeds from Convertible notes - PIPE Investors ( 35,250 ) Add: transaction costs paid in 2021 4,080 Add: transaction costs accrued at March 31, 2022 1,948 Cash proceeds from Business Combination received in 2022 80,491 Less: transaction costs paid in 2021 ( 4,080 ) Less: warrant liabilities assumed ( 1,341 ) Less: transaction costs accrued at March 31, 2022 ( 1,948 ) Less: net liabilities assumed in the Business Combination ( 133 ) Reverse merger, net of transactions costs $ 72,989 |
Schedule of Number of Shares of Common Stock Outstanding and Immediately Consummation of Business Combination | The number of shares of common stock outstanding immediately following the consummation of the Business Combination was as follows: Number of Shares Common stock, outstanding prior to the Business Combination 20,700,000 Less: Redemption of ENVI shares ( 19,489,626 ) ENVI Public Shares 1,210,374 ENVI Sponsor Shares 5,175,000 Shares issued in PIPE financing 12,425,000 Business combination and PIPE financing shares 18,810,374 Legacy GreenLight shares (1) 104,011,760 Total shares of common stock immediately after Business Combination 122,822,134 (1) - The number of Legacy GreenLight shares was determined from the shares of Legacy GreenLight outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio. All fractional shares were rounded down. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosure, Asset and Liability, Not Measured at Fair Value [Line Items] | |
Schedule of assets and liabilities at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values: DESCRIPTION MARCH 31, QUOTED PRICES SIGNIFICANT SIGNIFICANT Asset Money market funds 83,223 83,223 - - Total assets measured at fair value $ 83,223 $ 83,223 $ — $ — Liability Warrant liabilities 1,820 - - 1,820 Total liabilities measured at fair value $ 1,820 $ — $ — $ 1,820 DESCRIPTION DECEMBER 31, QUOTED PRICES SIGNIFICANT SIGNIFICANT Asset Money market funds 31,446 31,446 - - Total assets measured at fair value $ 31,446 $ 31,446 $ — $ — Liability Warrant liabilities 2,105 - - 2,105 Total liabilities measured at fair value $ 2,105 $ — $ — $ 2,105 |
Schedule of changes in the fair value of Level 3 warrant liabilities | The following table presents a roll-forward of the aggregate fair values of the Company’s liabilities for which fair value is determined by Level 3 inputs: WARRANT LIABILITY Balance—December 31, 2021 $ 2,105 Warrants exercised in business combination ( 1,633 ) Warrants reclassified to equity ( 352 ) Change in fair value of warrants 359 Warrants assumed in business combination 1,341 Balance—March 31, 2022 $ 1,820 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Property, Plant and Equipment [Line Items] | |
Summary of Property and Equipment | Property and equipment, net consisted of the following as of March 31, 2022 and December 31, 2021: MARCH 31, DECEMBER 31, Computer hardware and software $ 778 $ 732 Laboratory equipment 20,480 19,590 Leasehold improvements 10,442 10,442 Construction in progress 2,483 1,894 Total 34,183 32,658 Less: Accumulated depreciation and amortization ( 11,307 ) ( 9,259 ) Property and equipment, net $ 22,876 $ 23,399 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Accrued Liabilities, Current [Line Items] | |
Summary of Accrued Expenses | Accrued expenses as of March 31, 2022 and December 31, 2021 consisted of the following: MARCH 31, DECEMBER 31, Accrued employee compensation and benefits $ 4,620 $ 8,492 Accrued research and development 2,169 4,059 Accrued professional fees 1,334 1,888 Accrued other 1,275 185 Total accrued expenses $ 9,398 $ 14,624 |
Debt (Tables)
Debt (Tables) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Debt Instrument [Line Items] | |
Summary of the Outstanding 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 & April & 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. |
Summary of Interest Expense | The following summarizes the components of total interest expense: MARCH 31, MARCH 31, 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 | 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 |
Warrants (Tables)
Warrants (Tables) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Class of Warrant or Right [Line Items] | |
Summary of Roll-forward of the Warrants | The following table presents a roll-forward of the Company’s warrants from December 31, 2021 to March 31, 2022: COMMON STOCK WARRANTS PREFERRED STOCK WARRANTS Warrants Outstanding, December 31, 2021 (1) 207,376 635,404 Exercised in the business combination (1) ( 207,376 ) ( 635,404 ) Issued (1) 75,924 - Assumed in the business combination 12,412,500 - Exercised subsequent to the business combination ( 105,120 ) - Warrants Outstanding, March 31, 2022 12,383,304 - (1) Number of warrants have been adjusted to reflect the exchange for New GreenLight warrants at an exchange ratio of approximately 0 .6656 as a result of the Business Combination. See Note 3 for further information. |
Common Stock Warrant Classified as Liability [Member] | |
Class of Warrant or Right [Line Items] | |
Summary of Common Stock Warrant Classified | The warrants issued for the $ 10.0 million available commitment was summarized below as a liability classified Common Stock Warrant. Warrant Class Shares Fair Value Issuance Date Exercise Price Expiration Date Common stock 28,517 $ 249 January 19, 2022 $ 5.26 The earlier of March 29, 2031 or the date of a qualifying acquisition Warrant Class Shares Fair Value Initial Recognition Date Exercise Price Expiration Date Private Placement Warrants 2,062,500 $ 1,341 February 2, 2022 $ 11.50 March 2, 2027 |
Summary of Estimated Fair Value of the Warrants | The warrant’s fair value upon issuance and as of March 31, 2022 was estimated to be approximately $ 0.2 million, and was measured using a probability weighted Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions AT ISSUANCE (AS OF JANUARY 19, 2022) AS OF Fair value of common stock $ 5.89 $ 9.63 Risk free interest rate 1.50 % 2.39 % Expected volatility 59.60 % 59.60 % Expected term (in years) 10.50 10.00 The fair value of the Private Placement Warrant upon initial recognition and as of March 31, 2022 was estimated to be approximately $ 1.3 million and $ 1.6 million respectively, and was measured using a Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions INITIAL RECOGNITION AS OF Fair value of common stock $ 8.82 $ 9.63 Risk free interest rate 1.59 % 2.39 % Implied volatility (1) 15.9 % 12.0 % Expected term (in years) 5.00 4.85 (1) The implied volatility considers the trading price of the public warrants and calculated value of the public warrants based on a Monte Carlo simulation model. |
Common Stock Warrant Classified as Equity [Member] | |
Class of Warrant or Right [Line Items] | |
Summary of Common Stock Warrant Classified | he Company determined that the Warrants met the requirements for equity classification and the fair value of $ 0.4 million was reclassified to equity during the period. Warrant Class Shares Issuance Date Exercise Price per Share Expiration Date Common stock warrant 85,552 January 19, 2022 $ 5.26 January 19, 2032 |
Summary of Estimated Fair Value of the Warrants | The warrant’s fair value upon issuance was estimated to be approximately $ 0.4 million, and was measured using a Black-Scholes option-pricing model with the following assumptions: Valuation Assumptions AT ISSUANCE (AS OF JANUARY 19, 2022) Fair value of common stock $ 5.89 Risk free interest rate 1.50 % Expected volatility 59.60 % Expected term (in years) 10.00 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Redeemable Noncontrolling Interest [Line Items] | |
Summary of Legacy Redeemable Convertible Preferred Stock Authorized, Issued, and Outstanding | The following table summarizes details of Legacy Redeemable Convertible Preferred Stock authorized, issued, and outstanding immediately prior to the Business Combination. MARCH 31, DECEMBER 31, Redeemable Convertible Preferred Stock Classes 2022 2021 Series A-1 redeemable convertible preferred stock, $ 0.001 par value, 2,865,698 shares authorized, 2,827,878 shares issued and 6,334 and $ 0 at December 31, 2021 and March 31, 2022, $ — $ 4,414 Series A-2 redeemable convertible preferred stock, $ 0.001 par value, 7,018,203 shares authorized, 6,993,693 shares issued and 19,138 and $ 0 at December 31, — 11,438 Series A-3 redeemable convertible preferred stock, $ 0.001 par value, 8,647,679 shares authorized, 8,629,505 shares issued and 30,544 and $ 0 at December 31, — 19,917 Series B redeemable convertible preferred stock, $ 0.001 par value, 21,245,353 shares authorized, issued and 24,017 and $ 0 at December 31, — 18,671 Series C redeemable convertible preferred stock, $ 0.001 par value, 35,152,184 shares authorized, 35,092,183 shares issued and 69,595 and $ 0 at December 31, — 55,851 Series D redeemable convertible preferred stock, $ 0.001 par value, 71,019,827 shares authorized, 60,184,332 shares issued and 122,459 and $ 0 at December 31, — 108,499 Total $ — $ 218,790 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Fair Value Assumptions of Stock Option Awards Estimated on Grant Date | The fair value of stock option awards is estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: THREE MONTHS ENDED MARCH 31, 2022 2021 Fair value of underlying common stock $ 9.15 $ 0.82 Weighted average risk-free interest rate 2.56 % 0.27 % - 1.55 % Expected term (in years) 6.00 5.00 - 6.00 Expected volatility 56.28 % 69.49 % - 70.36 % Expected dividend yield — — |
Summary of Stock Options Activity | The following table summarizes the activity of the Company’s stock options under the Plan for the three months ended March 31, 2022: AVERAGE AGGREGATE WEIGHTED- REMAINING INTRINSIC AVERAGE CONTRACTUAL VALUE SHARES (1) EXERCISE PRICE (1) TERM (in years) (in thousands) Outstanding at December 31, 2021 18,101,548 $ 1.14 8.0 $ 139,505 Granted 555,000 9.15 — — Exercised ( 79,055 ) 0.32 — 594 Cancelled or forfeited ( 72,127 ) 0.27 — — Outstanding at March 31, 2022 18,505,366 0.71 7.8 141,869 Vested and expected to vest at March 31, 2022 18,505,366 0.71 7.8 141,869 Exercisable at March 31, 2022 8,337,001 $ 0.54 6.3 $ 69,248 (1) Number of options and weighted average exercise price has been adjusted to reflect the exchange of Legacy GreenLight's stock options for New GreenLight stock options at an exchange ratio of approximately 0.665 as a result of the Business Combination. See Note 3 for further information. |
Summary of Restricted Stock Activity | A summary of the Company’s restricted stock activity during the three months ended March 31, 2022 is presented below: SHARES WEIGHTED Unvested shares as of December 31, 2021 4,231 $ 0.76 Vested ( 1,567 ) 0.23 Unvested shares as of March 31, 2022 2,664 $ 0.22 |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense recorded as research and development and general and administrative expenses, for employees, directors and non-employees during the three months ended March 31, 2022 and 2021 is as follows: THREE MONTHS ENDED MARCH 31, 2022 2021 Research and development $ 504 $ 131 General and administrative 1,683 217 Total stock-based compensation expense $ 2,187 $ 348 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of the computation of basic and diluted net loss per share attributable to common stockholders | The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company: (In thousands, except shares and per share data) THREE MONTHS ENDED MARCH 31, 2022 2021 Net loss $ ( 38,207 ) $ ( 21,283 ) Numerator: Less: Accruals of dividends of preferred stock - ( 4,296 ) Net loss available to common stockholders $ ( 38,207 ) $ ( 25,579 ) Denominator: Weighted-average common stock outstanding 113,558,404 96,300,247 Net loss per share, basic and diluted $ ( 0.34 ) $ ( 0.27 ) |
Summary of the excluded potential common stock | The Company excluded the following potential common stock, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect: AS OF MARCH 31, 2022 2021 Unvested restricted stock 2,664 20,097 Options to purchase common stock 18,505,366 16,294,545 Common stock warrants 12,383,304 831,304 Total 30,891,334 17,145,946 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |
Commitments And Contingencies [Line Items] | |
Summary of future minimum lease payments under noncancelable operating leases | A summary of the Company’s future minimum lease payments under noncancelable operating leases, excluding tenant improvement payables, as of March 31, 2022, is as follows: AS OF MARCH 31, 2022 Remainder of 2022 $ 8,840 2023 12,286 2024 8,285 2025 7,296 2026 7,018 Thereafter 43,975 Total $ 87,700 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation (Details) | Feb. 02, 2022USD ($)$ / sharesshares | Feb. 01, 2022 | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Net Income Loss | $ (38,207,000) | $ (21,283,000) | |||
Retained Earnings (Accumulated Deficit) | (291,790,000) | $ (253,569,000) | |||
Cash and Cash Equivalents, at Carrying Value | 83,223,000 | 71,656,000 | $ 31,446,000 | ||
Net Cash Provided by (Used in) Operating Activities | $ (49,468,000) | $ (21,358,000) | |||
Business combination exchange ratio | 0.665 | 0.6656 | |||
Warrants outstanding | shares | 12,383,304 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
PIPE [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Proceeds from divestiture of businesses | $ 136,400,000 | ||||
Cash Acquired Net of Redemption | $ 109,700,000 | ||||
Legacy Green Light [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Business combination exchange ratio | 0.6656 | 0.0665 | |||
Business combination transaction costs | 26,700,000 | ||||
Goodwill | $ 0 | ||||
Intangible assets | $ 0 | ||||
Legacy Green Light [Member] | PIPE [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Purchase price | $ 35,300,000 | ||||
Public Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Warrants outstanding | shares | 10,350,000 | ||||
Exercise Price | $ / shares | $ 11.50 | ||||
Private Placement Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Warrants outstanding | shares | 2,062,500 | ||||
Exercise Price | $ / shares | $ 11.50 | ||||
Public and Private Placement Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Warrants expiration period | 5 years | ||||
Class A Common Stock | Legacy Green Light [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Common stock, par value | $ / shares | $ 0.0001 | ||||
Class A Common Stock | Legacy Green Light [Member] | PIPE [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Purchase price | $ 124,300,000 | ||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 83,200,000 | $ 31,400,000 | |||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.001 | |||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Class A Common Stock | Legacy Green Light [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 12,425,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | ||
Mar. 31, 2022USD ($)Segment | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | |
Summary of Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 83,223,000 | $ 71,656,000 | $ 31,446,000 |
Restricted cash | $ 1,321,000 | 80,000 | 362,000 |
Deferred offering costs | 4,100,000 | ||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Number of Operating Segments | Segment | 1 | ||
Cash and cash equivalents | $ 83,200,000 | 31,400,000 | |
Impairment of long lived asset | 0 | $ 0 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Noncurrent Assets [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
Restricted cash | $ 1,300,000 | $ 400,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Estimated Useful Lives of Property and Equipment (Detail) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | 3 Months Ended |
Mar. 31, 2022 | |
Laboratory equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Computer hardware and software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Leasehold improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | Shorter of useful life or lease term |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Feb. 02, 2022 | Dec. 31, 2021 | Mar. 31, 2021 |
Authorized shares capital | 510,000,000 | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 191,500,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.0001 | $ 0.001 | |
Warrant liabilities | $ 1,820 | $ 2,105 | ||
Private Placement Warrants [Member] | ||||
Fair value of warrant liability | $ 1,600 | |||
Warrant liabilities | $ 1,300 | |||
Public Warrants [Member] | ||||
Shares issued | 10,350,000 |
Business Combination - Summary
Business Combination - Summary of Reconciles Elements of Business Combination (Details) - USD ($) $ in Thousands | Feb. 02, 2022 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Gross Proceeds | $ 136,373 | |
Less: total transaction costs | (26,660) | |
Add: transaction costs paid in 2021 | 4,080 | |
Add: transaction costs accrued at March 31. 2022 | 1,948 | |
Cash proceeds from Business Combination received in 2022 | 80,491 | |
Less: transaction costs paid in 2021 | (4,080) | |
Less: warrant liabilities assumed | (1,341) | $ (1,341) |
Less: transaction costs accrued at March 31, 2022 | (1,948) | |
Less: net liabilities assumed in the Business Combination | (133) | |
Reverse merger, net of transactions costs | 72,989 | |
ENVI Trust [Member] | ||
Business Acquisition [Line Items] | ||
Cash (net of redemption) | 12,123 | |
PIPE Investors [Member] | ||
Business Acquisition [Line Items] | ||
Cash (net of redemption) | 124,250 | |
Less: cash proceeds from Convertible notes - PIPE Investors | $ (35,250) |
Business Combination - Schedule
Business Combination - Schedule of Number of Shares of Common Stock Outstanding Immediately Consummation of Business Combination (Details) - shares | Mar. 31, 2022 | Feb. 02, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Common stock, outstanding prior to the Business Combination | 20,700,000 | ||
Less: Redemption of ENVI shares | (19,489,626) | ||
Shares issued in PIPE financing | 12,425,000 | ||
Business combination and PIPE financing shares | 18,810,374 | ||
Total shares of common stock immediately after business combination | 122,980,505 | 122,822,134 | 96,575,107 |
ENVI Public Shares [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued | 1,210,374 | ||
ENVI Sponsor Shares [Member] | |||
Business Acquisition [Line Items] | |||
Shares issued | 5,175,000 | ||
Legacy GreenLight Equityholders [Member] | |||
Business Acquisition [Line Items] | |||
Total shares of common stock immediately after business combination | 104,011,760 |
License Agreement - Additional
License Agreement - Additional Information (Detail) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 | Aug. 31, 2020 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Development Costs, Period Cost | $ 500,000 | ||||
Research and Development Expense | $ 300,000 | $ 1,700,000 | |||
First Non Exclusive License [Member] | |||||
License Fee | $ 1,500,000 | ||||
Second Non Exclusive License [Member] | |||||
License Fee | 1,800,000 | ||||
Third Non Exclusive License [Member] | |||||
License Fee | 2,800,000 | ||||
Acuitas Therapeutics Inc [Member] | |||||
Technology Access Fee | 800,000 | ||||
Management Fee Expense | $ 100,000 | ||||
Option exercise fee | $ 1,500,000 | ||||
Research and Development Expense | $ 0 | $ 0 | |||
Acuitas Therapeutics Inc [Member] | Target One And Two [Member] | |||||
Annual license maintenance fee | 1,000,000 | ||||
Acuitas Therapeutics Inc [Member] | Target Three [Member] | |||||
Annual license maintenance fee | $ 800,000 |
License and Collaboration Agr_2
License and Collaboration Agreements - Additional Information (Details) - Collaborative Arrangement [Member] - SIIPL [Member] | 1 Months Ended |
Mar. 31, 2022USD ($)Product | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
License agreement date | 2022-03 |
Initial license agreement for number of products | Product | 3 |
Option to increase license agreement for number of products | Product | 2 |
Option to purchase developed research plan and clinical trial data for percentage of actual cost | 50.00% |
Upfront license fee to be received | $ 5,000,000 |
Collaborative arrangement aggregate milestone receivable | 22,000,000 |
Maximum manufacturing technology transfer payments to be received | $ 10,000,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Schedule of assets and liabilities at fair value on a recurring basis - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Assets: | ||
Total assets measured at fair value | $ 83,223 | $ 31,446 |
Liabilities: | ||
Warrant liabilities | 1,820 | 2,105 |
Total liabilities measured at fair value | 1,820 | 2,105 |
Money Market Funds [Member] | ||
Assets: | ||
Money market funds | 83,223 | 31,446 |
Level 1 [Member] | ||
Assets: | ||
Total assets measured at fair value | 83,223 | 31,446 |
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Money market funds | 83,223 | 31,446 |
Level 3 [Member] | ||
Assets: | ||
Total assets measured at fair value | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 1,820 | 2,105 |
Total liabilities measured at fair value | 1,820 | 2,105 |
Level 3 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Money market funds | 0 | 0 |
Level 2 [Member] | ||
Assets: | ||
Total assets measured at fair value | 0 | 0 |
Liabilities: | ||
Warrant liabilities | 0 | 0 |
Total liabilities measured at fair value | 0 | 0 |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Money market funds | $ 0 | $ 0 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value Measurements (Details) [Line Items] | |||
Carrying value of convertible debt | $ 30,200,000 | ||
Fair value of convertible debt | 28,900,000 | ||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Carrying value of convertible debt | $ 0 | $ 16,800,000 | |
Fair Value, Inputs, Level 1, 2 and 3 [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||
Fair Value Measurements (Details) [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Transfers, Net | $ 0 | $ 0 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in the fair value of Level 3 warrant liabilities - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value beginning | $ 2,105 |
Warrants exercised in business combination | (1,633) |
Warrants reclassified to equity | (352) |
Change in fair value of warrants | 359 |
Warrants assumed in business combination | 1,341 |
Fair value ending | $ 1,820 |
Grant Revenue - Additional Info
Grant Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | |
Grant Revenue [Line Items] | |||||
Grant revenue | $ 257 | $ 325 | |||
Deferred revenue | 3,941 | $ 963 | |||
Bill and Melinda Gates Foundation [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||||
Grant Revenue [Line Items] | |||||
Grant receivable | $ 3,300 | ||||
Aggregate grant received | $ 900 | $ 2,400 | |||
Research and developments costs associated with grant | 300 | 300 | |||
Grant revenue | 300 | 300 | |||
Deferred revenue | $ 700 | $ 1,300 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Capital lease assets | $ 2.5 | $ 2.5 | |
Capital lease accumulated amortization | 1.6 | $ 1.5 | |
Depreciation and amortization expense | $ 2.1 | $ 1.1 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 22,876 | $ 23,399 |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 34,183 | 32,658 |
Less: Accumulated depreciation and amortization | (11,307) | (9,259) |
Property and equipment, net | 22,876 | 23,399 |
Computer hardware and software [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 778 | 732 |
Laboratory equipment [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 20,480 | 19,590 |
Leasehold improvements [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,442 | 10,442 |
Construction in progress [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,483 | $ 1,894 |
Accrued Expenses - Summary of A
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accrued Liabilities, Current [Line Items] | ||
Total accrued expenses | $ 9,398 | $ 14,624 |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Accrued Liabilities, Current [Line Items] | ||
Accrued employee compensation and benefits | 4,620 | 8,492 |
Accrued research and development | 2,169 | 4,059 |
Accrued professional fees | 1,334 | 1,888 |
Accrued other | 1,275 | 185 |
Total accrued expenses | $ 9,398 | $ 14,624 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Unamortized Debt Discount (Convertible Note) | $ (1,082) | |
Debt Balance (Convertible Note) | 66,077 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Principal Balance Outstanding | $ 34,430 | 35,446 |
Unamortized Debt Discount | (895) | (1,060) |
Debt Balance | 34,430 | 34,386 |
Capital lease, Principle Balance | 832 | 992 |
Capital lease, Debt Balance | 832 | 992 |
Less: Current Portion | (9,849) | (7,234) |
Total Long-Term | $ 23,686 | 27,152 |
Princpal Balance Outstanding (Convertible Note) | 31,713 | |
Unamortized Debt Discount (Convertible Note) | (22) | |
Debt Balance (Convertible Note) | 31,691 | |
Total debt and convertible notes | $ 67,159 | |
Silicon Valley Bank Term Loan [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Issuance Date(s) | September 2021 | September 2021 |
Maturity Date(s) | September 2024 | September 2024 |
Stated Interest Rate | 3.50% | 3.50% |
Principal Balance Outstanding | $ 10,000 | $ 10,000 |
Unamortized Debt Discount | (193) | (225) |
Debt Balance | $ 9,807 | $ 9,775 |
Horizon Term Loan [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Issuance Date(s) | December 2021 | December 2021 |
Maturity Date(s) | May 2025 | May 2025 |
Stated Interest Rate | 9.00% | 9.00% |
Principal Balance Outstanding | $ 15,000 | $ 15,000 |
Unamortized Debt Discount | (479) | (582) |
Debt Balance | 14,521 | $ 14,418 |
Convertible Notes - PIPE Investors [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Issuance Date(s) | December 2021 | |
Maturity Date(s) | December 2022 | |
Stated Interest Rate | 0.33% | |
Princpal Balance Outstanding (Convertible Note) | $ 13,500 | |
Unamortized Debt Discount (Convertible Note) | 0 | |
Debt Balance (Convertible Note) | $ 13,500 | |
Convertible Note [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Issuance Date(s) | April & May 2020 | |
Maturity Date(s) | April & May 2022 | |
Stated Interest Rate | 5.00% | |
Princpal Balance Outstanding (Convertible Note) | $ 18,213 | |
Unamortized Debt Discount (Convertible Note) | (22) | |
Debt Balance (Convertible Note) | $ 18,191 | |
Total Debt | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Debt Balance | $ 33,535 | |
Trinity Equipment Financing [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Issuance Date(s) | March 2021 - August 2021 | March 2021 - August 2021 |
Maturity Date(s) | March 2024 - August 2024 | March 2024 - August 2024 |
Principal Balance Outstanding | $ 8,598 | $ 9,454 |
Unamortized Debt Discount | (223) | (252) |
Debt Balance | $ 8,375 | $ 9,202 |
Trinity Equipment Financing [Member] | Maximum [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 9.73% | 9.73% |
Trinity Equipment Financing [Member] | Minimum [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Stated Interest Rate | 9.48% | 9.48% |
Debt - Summary of Outstanding_2
Debt - Summary of Outstanding Debt (Parenthetical) (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Convertible notes | $ 30,200,000 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Debt Instrument [Line Items] | ||
Convertible notes | $ 0 | 16,800,000 |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Two Thousand And Twenty Notes [Member] | ||
Debt Instrument [Line Items] | ||
Interest Payable | $ 0 | $ 1,400,000 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Feb. 02, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 01, 2024 | Sep. 22, 2023 | Aug. 01, 2023 | Sep. 22, 2022 | Dec. 01, 2021 | Sep. 01, 2021 | Mar. 29, 2021 |
Debt Instrument [Line Items] | |||||||||||||
Proceeds from convertible debt | $ 21,750,000 | ||||||||||||
Convertible instruments, surrendered and cancelled | 815,000 | ||||||||||||
Interest expense | 1,073,000 | $ 311,000 | |||||||||||
Convertible notes | $ 30,200,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt | 34,386,000 | $ 34,430,000 | |||||||||||
Debt Instrument Final Payment Fee Charged As Percentage Of Principal Amount | 3.00% | ||||||||||||
Debt instrument, Carrying amount | 35,446,000 | $ 34,430,000 | |||||||||||
Interest expense | 1,000,000 | $ 300,000 | |||||||||||
Convertible notes | 16,800,000 | 0 | |||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Series D Preferred Stock [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt conversion, converted instrument, shares issued | 10,100,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Warrant [Member] | Master Equipment Financing Agreement [Member] | Equipment Financing [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fair Value Of warrants In Debt Issuance Cost | 100,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Trinity Capital [Member] | Master Equipment Financing Agreement [Member] | Equipment Financing [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from Issuance of Debt | $ 400,000 | ||||||||||||
Warrants Issued | 219,839 | ||||||||||||
Long Term Debt | $ 11,300,000 | ||||||||||||
Debt instrument, Current borrowings capacity | $ 5,000,000 | ||||||||||||
Interest Rate | 3.25% | ||||||||||||
Debt Instrument Advances Drawn | $ 11,300,000 | ||||||||||||
Long-term debt repayment period in months | 36 | ||||||||||||
Debt instrument, Carrying amount | $ 14,700,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Scenario Forecast [Member] | Prepayment Year One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Prepayment Amount As A Percentage Of Principal | 3.00% | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Scenario Forecast [Member] | Prepayment Year Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Prepayment Amount As A Percentage Of Principal | 2.00% | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Scenario Forecast [Member] | Prepayment Year Three [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Prepayment Amount As A Percentage Of Principal | 1.00% | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Horizon Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt | 14,418,000 | $ 14,521,000 | |||||||||||
Debt Instrument Maturity Date | Feb. 1, 2023 | ||||||||||||
Debt Instrument Maturity Date | Jul. 1, 2025 | ||||||||||||
Proceeds from Issuance of Debt | $ 600,000 | ||||||||||||
Debt instrument, Carrying amount | 15,000,000 | 15,000,000 | |||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Horizon Term Loan [Member] | Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fair Value Of warrants In Debt Issuance Cost | 400,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Horizon Term Loan [Member] | Horizon Technology Finance Corporation [Member] | Powerscourt Investments XXV, LP (Horizon) [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt | $ 25,000,000 | ||||||||||||
Debt instrument Current Borrowings Capacity | $ 15,000,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Horizon Term Loan [Member] | Scenario Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument Unused Borrowing Capacity | $ 10,000,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Silicon Valley Bank Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt | 9,775,000 | $ 9,807,000 | |||||||||||
Debt Instrument Unused Borrowing Capacity | 5,000,000 | ||||||||||||
Debt Instrument Maturity Date | Sep. 1, 2024 | ||||||||||||
Debt Instrument Final Payment Fee Charged As Percentage Of Principal Amount | 4.00% | ||||||||||||
Proceeds from Issuance of Debt | $ 300,000 | ||||||||||||
Warrants Issued | 51,724 | ||||||||||||
Debt Issuance Cost | $ 400,000 | ||||||||||||
Debt instrument, Carrying amount | 10,000,000 | 10,000,000 | |||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Silicon Valley Bank Term Loan [Member] | Warrant [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Fair Value Of warrants In Debt Issuance Cost | 200,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Silicon Valley Bank Term Loan [Member] | Silicon Valley Bank [Member] | Loan And Security Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt | 15,000,000 | ||||||||||||
Debt instrument Current Borrowings Capacity | $ 10,000,000 | ||||||||||||
Debt Instrument Remaining Borrowings Capacity | 5,000,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Silicon Valley Bank Term Loan [Member] | Scenario Forecast [Member] | Prepayment Year One [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Prepayment Amount As A Percentage Of Principal | 3.00% | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Silicon Valley Bank Term Loan [Member] | Scenario Forecast [Member] | Prepayment Year Two [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Prepayment Amount As A Percentage Of Principal | 2.00% | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Silicon Valley Bank Term Loan [Member] | Scenario Forecast [Member] | Prepayment Year Three [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long Term Debt Prepayment Amount As A Percentage Of Principal | 1.00% | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Two Thousand And Twenty One PIPE Notes [Member] | Convertible Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceeds from convertible debt | $ 21,800,000 | $ 13,500,000 | $ 35,300,000 | ||||||||||
Convertible instruments, surrendered and cancelled | $ 35,300,000 | ||||||||||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Two Thousand And Twenty Notes [Member] | Convertible Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Convertible notes | $ 16,800,000 |
Debt - Summary Of Interest Expe
Debt - Summary Of Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Schedule Of Interest Expense Debt [Line Items] | ||
Non-cash amortization of debt discount and deferred financing cost | $ 224 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Schedule Of Interest Expense Debt [Line Items] | ||
Interest paid or accrued | 804 | $ 101 |
Non-cash amortization of debt discount and deferred financing cost | 224 | 210 |
Total | $ 1,028 | $ 311 |
Debt - Summary Of Future Princi
Debt - Summary Of Future Principal Payment Of Long Term Debt (Detail) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule Of Maturities Of Long Term Debt [Line Items] | ||
Remainder of 2022 | $ 6,706 | |
2023 | 14,438 | |
2024 | 10,786 | |
2025 and thereafter | 2,500 | |
Debt Balance | $ 34,430 | $ 34,386 |
Warrants - Additional Informati
Warrants - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 19, 2022 | Mar. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Feb. 02, 2022 | Mar. 31, 2021 |
Class of Warrant or Right Exercised During Period | ||||||
Warrants outstanding | 12,383,304 | |||||
Exercise of public warrants | $ 1,209 | |||||
Common Stock Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Warrants outstanding | 12,383,304 | 12,383,304 | 207,376 | |||
Warrants issued | 75,924 | |||||
Private Placement Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Warrants outstanding | 2,062,500 | |||||
Exercise Price | $ 11.50 | |||||
Public Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Warrants outstanding | 10,350,000 | |||||
Class of warrant or right, number of securities called by warrants or rights | 10,350,000 | |||||
Exercise Price | $ 11.50 | |||||
Public warrants exercises | 105,210 | |||||
Exercise of public warrants | $ 1,200 | |||||
Common Stock Warrant Classified As Liability [Member] | Common Stock Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Exercise Price | $ 5.26 | |||||
Estimated fair value of warrant upon initial recognition | $ 200 | |||||
Common Stock Warrant Classified As Liability [Member] | Private Placement Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Warrants outstanding | 2,062,500 | 2,062,500 | 2,062,500 | |||
Class of warrant or right, number of securities called by warrants or rights | 2,062,500 | 2,062,500 | 2,062,500 | |||
Exercise Price | $ 9.63 | $ 9.63 | $ 8.82 | |||
Estimated fair value of warrant upon initial recognition | $ 1,600 | $ 1,600 | $ 1,300 | |||
Common Stock Warrants Classified As Equity [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Description of redemption of public warrants | The Company may elect to redeem the Public Warrants subject to certain conditions, in whole and not in part, at a price of $0.01 per Public Warrant if (i) 30 days’ prior written notice of redemption is provided to the holders, and (ii) the last reported sale price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which the Company sends the notice of redemption to the warrant holders. Upon issuance of a redemption notice by the Company, the warrant holders have a period of 30 days to exercise for cash, or on a cashless basis. | |||||
Common Stock Warrants Classified As Equity [Member] | Common Stock Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Estimated fair value of warrant upon initial recognition | $ 400 | |||||
Fair value warrants reclassified to equity | $ 400 | $ 400 | ||||
Common Stock Warrants Classified As Equity [Member] | Public Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Warrants outstanding | 10,350,000 | 10,350,000 | ||||
Class of warrant or right, number of securities called by warrants or rights | 10,350,000 | 10,350,000 | ||||
Exercise Price | $ 11.50 | $ 11.50 | ||||
Redemption price per public warrant | 0.01 | 0.01 | ||||
Common Stock Warrants Classified As Equity [Member] | Public Warrants [Member] | Minimum [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Redemption price per public warrant | $ 18 | $ 18 | ||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Long-term debt | $ 34,430 | $ 34,430 | $ 34,386 | |||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Common Stock Warrant Classified As Liability [Member] | Common Stock Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Class of warrant or right, number of securities called by warrants or rights | 57,034 | |||||
Warrants issued | 28,517 | |||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Common Stock Warrant Classified As Liability [Member] | Private Placement Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Class of warrant or right, number of securities called by warrants or rights | 2,062,500 | |||||
Exercise Price | $ 11.50 | |||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Common Stock Warrants Classified As Equity [Member] | Common Stock Warrants [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Class of warrant or right, number of securities called by warrants or rights | 85,552 | |||||
Exercise Price | $ 5.26 | |||||
Horizon Term Loan [Member] | Common Stock Warrant Classified As Liability [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Debt instrument Current Borrowings Capacity | 10,000 | |||||
Proceeds from term loan facility | 15,000 | |||||
Debt instrument, Remaining borrowing capacity | 10,000 | |||||
Horizon Term Loan [Member] | Common Stock Warrant Classified As Liability [Member] | Maximum [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Long-term debt | 25,000 | |||||
Horizon Term Loan [Member] | Common Stock Warrants Classified As Equity [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Debt instrument, Remaining borrowing capacity | $ 15,000 | |||||
Horizon Term Loan [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||||||
Class of Warrant or Right Exercised During Period | ||||||
Long-term debt | $ 14,521 | 14,521 | $ 14,418 | |||
Proceeds from term loan facility | $ 600 |
Warrants - Summary of Common St
Warrants - Summary of Common Stock Warrant Classified (Details) - USD ($) | Feb. 02, 2022 | Jan. 19, 2022 | Mar. 31, 2022 |
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price | $ 11.50 | ||
Common Stock Warrant Classified as Liability [Member] | Common Stock Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price | $ 5.89 | $ 9.63 | |
Common Stock Warrant Classified as Liability [Member] | Common Stock Warrant [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 28,517 | ||
Fair Value | $ 249 | ||
Issuance Date | Jan. 19, 2022 | ||
Exercise Price | $ 5.26 | ||
Expiration Date | Mar. 29, 2031 | ||
Common Stock Warrant Classified as Liability [Member] | Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 2,062,500 | 2,062,500 | |
Exercise Price | $ 8.82 | $ 9.63 | |
Common Stock Warrant Classified as Liability [Member] | Private Placement Warrants [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 2,062,500 | ||
Fair Value | $ 1,341 | ||
Issuance Date | Feb. 2, 2022 | ||
Exercise Price | $ 11.50 | ||
Expiration Date | Mar. 2, 2027 | ||
Common Stock Warrants Classified As Equity [Member] | Common Stock Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise Price | $ 5.89 | ||
Common Stock Warrants Classified As Equity [Member] | Common Stock Warrant [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||
Class of Warrant or Right [Line Items] | |||
Shares | 85,552 | ||
Issuance Date | Jan. 19, 2022 | ||
Exercise Price | $ 5.26 | ||
Expiration Date | Jan. 19, 2032 |
Warrants - Summary of Estimated
Warrants - Summary of Estimated Fair Value of the Warrants (Details) | Mar. 31, 2022$ / shares | Feb. 02, 2022$ / shares | Jan. 19, 2022$ / shares | |
Common Stock Warrant [Member] | Common Stock Warrant Classified As Liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of common stock | $ 9.63 | $ 5.89 | ||
Warrants, Expected term (in years) | 10 years | 10 years 6 months | ||
Common Stock Warrant [Member] | Common Stock Warrants Classified As Equity [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of common stock | $ 5.89 | |||
Warrants, Expected term (in years) | 10 years | |||
Private Placement Warrants [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of common stock | $ 11.50 | |||
Private Placement Warrants [Member] | Common Stock Warrant Classified As Liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of common stock | $ 9.63 | $ 8.82 | ||
Warrants, Expected term (in years) | 4 years 10 months 6 days | 5 years | ||
Risk-free interest rate [Member] | Common Stock Warrant [Member] | Common Stock Warrant Classified As Liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, Measurement input | 0.0239 | 0.0150 | ||
Risk-free interest rate [Member] | Common Stock Warrant [Member] | Common Stock Warrants Classified As Equity [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, Measurement input | 0.0150 | |||
Risk-free interest rate [Member] | Private Placement Warrants [Member] | Common Stock Warrant Classified As Liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, Measurement input | 0.0239 | 0.0159 | ||
Expected / Implied volatility [Member] | Common Stock Warrant [Member] | Common Stock Warrant Classified As Liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, Measurement input | 0.5960 | 0.5960 | ||
Expected / Implied volatility [Member] | Common Stock Warrant [Member] | Common Stock Warrants Classified As Equity [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, Measurement input | 0.5960 | |||
Expected / Implied volatility [Member] | Private Placement Warrants [Member] | Common Stock Warrant Classified As Liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Warrants, Measurement input | [1] | 0.120 | 0.159 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Common Stock Warrant [Member] | Common Stock Warrant Classified As Liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of common stock | $ 5.26 | |||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Common Stock Warrant [Member] | Common Stock Warrants Classified As Equity [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of common stock | $ 5.26 | |||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Private Placement Warrants [Member] | Common Stock Warrant Classified As Liability [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Fair value of common stock | $ 11.50 | |||
[1] | The implied volatility considers the trading price of the public warrants and calculated value of the public warrants based on a Monte Carlo simulation model. |
Warrants - Summary of Roll-forw
Warrants - Summary of Roll-forward of the Warrants (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Common Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Beginning balance | 207,376 |
Exercised in the business combination | (207,376) |
Issued | 75,924 |
Assumed in the business combination | 12,412,500 |
Exercised subsequent to the business combination | 105,120 |
Warrants Outstanding, Ending balance | 12,383,304 |
Preferred Stock Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding, Beginning balance | 635,404 |
Exercised in the business combination | (635,404) |
Warrants - Summary of Roll-fo_2
Warrants - Summary of Roll-forward of the Warrants (Parenthetical) (Details) | Feb. 02, 2022 | Mar. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Business combination exchange ratio | 0.665 | 0.6656 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) $ / shares in Units, $ in Thousands | Feb. 02, 2022$ / sharesshares | Feb. 01, 2022 | Mar. 31, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2021$ / sharesshares |
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized | shares | 500,000,000 | 500,000,000 | 191,500,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | shares | 10,000,000 | 10,000,000 | 10,000,000 | ||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.001 | $ 0.001 | ||
Common stock, shares issued | shares | 122,980,505 | 96,575,107 | |||
Common stock, shares outstanding | shares | 122,822,134 | 122,980,505 | 96,575,107 | ||
Preferred stock, shares issued | shares | 0 | 0 | |||
Preferred stock, shares outstanding | shares | 0 | 0 | |||
Business combination exchange ratio | 0.665 | 0.6656 | |||
Temporary equity, Voting rights | one | ||||
Warrants outstanding | shares | 12,383,304 | ||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares authorized | shares | 500,000,000 | 191,500,000 | |||
Common stock, par value | $ 0.0001 | $ 0.001 | |||
Preferred stock, shares authorized | shares | 10,000,000 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | ||||
Legacy Green Light [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Common stock, shares outstanding | shares | 104,011,760 | ||||
Business combination exchange ratio | 0.6656 | 0.0665 | |||
Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Redeemable convertible preferred stock authorized | shares | 0 | ||||
Redeemable convertible preferred stock issued | shares | 0 | ||||
Redeemable convertible preferred stock outstanding | shares | 0 | ||||
Temporary equity, Voting rights | one | ||||
Temporary equity conversion basis | one-for-one | ||||
Dividends | $ | $ 0 | $ 0 | |||
Redeemable Convertible Preferred Stock [Member] | Minimum [Member] | Mandatory Conversion [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Temporary equity conversion price | $ 5.4354 | ||||
Proceeds from issuance of Series preferred stock | $ | $ 75,000 | ||||
Series A1 Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares issued, price per share | $ 1.53 | ||||
Temporary equity conversion price | $ 1.21 | $ 1.21 | |||
Number of shares of common stock issuable upon conversion of each share of temporary equity | shares | 1.26446 | ||||
Temporary equity, Cumulative dividend accrual rate | 5.00% | ||||
Series A2 Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares issued, price per share | $ 1.65 | ||||
Temporary equity conversion price | $ 1.27 | 1.27 | |||
Number of shares of common stock issuable upon conversion of each share of temporary equity | shares | 1.29528 | ||||
Temporary equity, Cumulative dividend accrual rate | 8.00% | ||||
Series A3 Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares issued, price per share | $ 2.32 | ||||
Temporary equity conversion price | $ 1.63 | 1.63 | |||
Number of shares of common stock issuable upon conversion of each share of temporary equity | shares | 1.42239 | ||||
Series B Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares issued, price per share | $ 0.86 | ||||
Temporary equity conversion price | 0.86 | 0.86 | |||
Series C Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares issued, price per share | 1.60 | ||||
Temporary equity conversion price | 1.60 | 1.60 | |||
Series D Redeemable Convertible Preferred Stock [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares issued, price per share | 1.81 | ||||
Temporary equity conversion price | $ 1.81 | $ 1.81 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Legacy Redeemable Convertible Preferred Stock Authorized, Issued, and Outstanding (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock | ||
Legacy Greenlight Redeemable Convertible Preferred Stock [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock | 0 | 218,790 |
Series A1 Redeemable Convertible Preferred Stock [Member] | Legacy Greenlight Redeemable Convertible Preferred Stock [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock | 0 | 4,414 |
Series A2 Redeemable Convertible Preferred Stock [Member] | Legacy Greenlight Redeemable Convertible Preferred Stock [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock | 0 | 11,438 |
Series A3 Redeemable Convertible Preferred Stock [Member] | Legacy Greenlight Redeemable Convertible Preferred Stock [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock | 0 | 19,917 |
Series B Redeemable Convertible Preferred Stock [Member] | Legacy Greenlight Redeemable Convertible Preferred Stock [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock | 0 | 18,671 |
Series C Redeemable Convertible Preferred Stock [Member] | Legacy Greenlight Redeemable Convertible Preferred Stock [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock | 0 | 55,851 |
Series D Redeemable Convertible Preferred Stock [Member] | Legacy Greenlight Redeemable Convertible Preferred Stock [Member] | GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Temporary Equity [Line Items] | ||
Redeemable convertible preferred stock | $ 0 | $ 108,499 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Legacy Redeemable Convertible Preferred Stock Authorized, Issued, and Outstanding (Parenthetical) (Details) - Legacy Greenlight Redeemable Convertible Preferred Stock [Member] - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Series A1 Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity par or stated value per share | $ 0.001 | |
Temporary equity shares authorized | 2,865,698 | |
Temporary equity shares issued | 2,827,878 | |
Temporary equity shares outstanding | 2,827,878 | |
Temporary equity Liquidation preference | $ 0 | $ 6,334 |
Series A2 Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity par or stated value per share | $ 0.001 | |
Temporary equity shares authorized | 7,018,203 | |
Temporary equity shares issued | 6,993,693 | |
Temporary equity shares outstanding | 6,993,693 | |
Temporary equity Liquidation preference | 0 | $ 19,138 |
Series A3 Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity par or stated value per share | $ 0.001 | |
Temporary equity shares authorized | 8,647,679 | |
Temporary equity shares issued | 8,629,505 | |
Temporary equity shares outstanding | 8,629,505 | |
Temporary equity Liquidation preference | 0 | $ 30,544 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity par or stated value per share | $ 0.001 | |
Temporary equity shares authorized | 21,245,353 | |
Temporary equity shares issued | 21,245,353 | |
Temporary equity shares outstanding | 21,245,353 | |
Temporary equity Liquidation preference | $ 0 | $ 24,017 |
Series C Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity par or stated value per share | $ 0.001 | |
Temporary equity shares authorized | 35,152,184 | |
Temporary equity shares issued | 35,092,183 | |
Temporary equity shares outstanding | 0 | 35,092,183 |
Temporary equity Liquidation preference | $ 69,595 | |
Series D Redeemable Convertible Preferred Stock [Member] | ||
Temporary Equity [Line Items] | ||
Temporary equity par or stated value per share | $ 0.001 | |
Temporary equity shares authorized | 71,019,827 | |
Temporary equity shares issued | 60,184,332 | |
Temporary equity shares outstanding | 60,184,332 | |
Temporary equity Liquidation preference | $ 0 | $ 122,459 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 01, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares subject to vest for additional stock-based compensation recognized | 292,469 | |||
Share based payment award fair value assumptions grant date modification fair value | $ 2,200 | |||
Share-based compensation arrangement by share based payment award modified vesting date | Mar. 31, 2022 | |||
Incremental stock based compensation recognizable on event of business combination | $ 1,400 | |||
Performance Based Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share based payment award fair value assumptions grant date fair value on high level of performance | 200 | |||
Share based payment award fair value assumptions grant date fair value on non probable outcome | $ 0 | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair value of restricted stock vested | $ 25 | $ 3 | ||
New GreenLight 2022 Equity and Incentive Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock, capital shares reserved for future issuance | 31,750,000 | |||
Number of options granted | 555,000 | |||
Share based compensation arrangement by Share based payment award purchase price of fair market value Common Stock Percent | 100.00% | |||
Award expiration period | 10 years | |||
Intrinsic value of options exercised | $ 594 | |||
New GreenLight 2022 Equity and Incentive Plan [Member] | Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average grant date fair value of stock options granted | $ 5.06 | $ 0.51 | ||
Total unrecognized compensation expense not yet recognized | $ 9,800 | |||
Share based payment arrangement nonvested award cost not yet recognized period for recognition | 2 years 8 months 12 days | |||
Intrinsic value of options exercised | $ 600 | $ 100 | ||
New GreenLight 2022 Equity and Incentive Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 5 years | |||
New GreenLight 2022 Equity and Incentive Plan [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Value Assumptions of Stock Option Awards Estimated on Grant Date (Details) - Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Fair value of underlying common stock | $ 9.15 | $ 0.82 |
Weighted average risk-free interest rate | 2.56% | |
Weighted average risk-free interest rate, minimum | 0.27% | |
Weighted average risk-free interest rate, maximum | 1.55% | |
Expected volatility | 56.28% | |
Expected volatility, minimum | 69.49% | |
Expected volatility, maximum | 70.36% | |
Expected term (years) | 6 years | |
Minimum [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (years) | 5 years | |
Maximum [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Expected term (years) | 6 years |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Options Activity (Details) - New GreenLight 2022 Equity and Incentive Plan [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Beginning balance, Shares | 18,101,548 | |
Shares, Granted | 555,000 | |
Shares, Exercised | (79,055) | |
Shares, Cancelled or forfeited | (72,127) | |
Ending balance, Shares | 18,505,366 | 18,101,548 |
Shares, Vested and expected to vest | 18,505,366 | |
Shares, Exercisable | 8,337,001 | |
Beginning balance, Weighted-Average Exercise Price | $ 1.14 | |
Weighted-Average Exercise Price, Granted | 9.15 | |
Weighted-Average Exercise Price, Exercised | 0.32 | |
Weighted-Average Exercise Price, Cancelled or forfeited | 0.27 | |
Ending balance, Weighted-Average Exercise Price | 0.71 | $ 1.14 |
Weighted-Average Exercise Price, Vested and expected to vest | 0.71 | |
Weighted-Average Exercise Price, Exercisable | $ 0.54 | |
Weighted-Average Remaining Contractual Term | 7 years 9 months 18 days | 8 years |
Weighted-Average Remaining Contractual Term, Vested and expected to vest | 7 years 9 months 18 days | |
Weighted-Average Remaining Contractual Term, Exercisable | 6 years 3 months 18 days | |
Beginning balance, Aggregate Intrinsic Value | $ 139,505 | |
Aggregate Intrinsic Value, Exercised | 594 | |
Ending balance, Aggregate Intrinsic Value | 141,869 | $ 139,505 |
Aggregate Intrinsic Value, Vested and expected to vest | 141,869 | |
Aggregate Intrinsic Value, Exercisable, Aggregate Intrinsic Value | $ 69,248 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock Options Activity (Parenthetical) (Details) | Feb. 02, 2022 | Mar. 31, 2022 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Business combination exchange ratio | 0.665 | 0.6656 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Restricted Stock Activity (Details) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Beginning balance, Unvested shares | shares | 4,231 |
Shares, Vested | shares | (1,567) |
Ending balance, Unvested shares | shares | 2,664 |
Beginning balance, Weighted- Average Grant-Date Fair Value | $ / shares | $ 0.76 |
Weighted- Average Grant-Date Fair Value, Vested | $ / shares | 0.23 |
Ending balance, Weighted- Average Grant-Date Fair Value | $ / shares | $ 0.22 |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 2,187 | $ 348 |
Research and Development [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 504 | 131 |
General and Administrative [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 1,683 | $ 217 |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of the computation of basic and diluted net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss | $ (38,207) | $ (21,283) |
Numerator: | ||
Less: Accruals of dividends of preferred stock | (4,296) | |
Net loss available to common stockholders | $ (38,207) | $ (25,579) |
Denominator: | ||
Weighted-average common stock outstanding | 113,558,404 | 96,300,247 |
Net loss per share, basic and diluted | $ (0.34) | $ (0.27) |
Net Loss Per Share - Summary _2
Net Loss Per Share - Summary of the excluded potential common stock (Details) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,891,334 | 17,145,946 |
Unvested Restricted Stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,664 | 20,097 |
Options to Purchase Common Stock | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,505,366 | 16,294,545 |
Common Stock Warrants | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 12,383,304 | 831,304 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||
Income Tax Examination [Line Items] | ||
Income tax expense | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | Mar. 31, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Nov. 30, 2021 | Dec. 31, 2020 |
License Agreements [Member] | Bayer CropScience LLP [Member] | Maximum [Member] | ||||||
Commitments (Details) [Line Items] | ||||||
Milestone payments | $ 2,000,000 | |||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | ||||||
Commitments (Details) [Line Items] | ||||||
Lease, Operating Lease Expiration Date | 2033-07 | 2033-07 | ||||
Base lease rent | $ 3,900,000 | $ 2,300,000 | ||||
Operating leases | $ 2,800,000 | $ 800,000 | ||||
Percentage increase decrease in base lease rent | 3.00% | 3.00% | 3.00% | |||
Proceeds from Legal Settlements | $ 0 | $ 0 | ||||
GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] | Other Funding Commitments [Member] | ||||||
Commitments (Details) [Line Items] | ||||||
Other Commitment | $ 11,500,000 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of future minimum lease payments under noncancelable operating leases (Details) - GREENLIGHT BIOSCIENCES HOLDINGS, PBC [Member] $ in Thousands | Mar. 31, 2022USD ($) |
Operating Lease Liabilities Gross Difference Amount [Line Items] | |
Remainder of 2022 | $ 8,840 |
2023 | 12,286 |
2024 | 8,285 |
2025 | 7,296 |
2026 | 7,018 |
Thereafter | 43,975 |
Total | $ 87,700 |