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Elo Transaction
12 Months Ended
Dec. 31, 2024
Deconsolidation Of Subsidiary [Abstract]  
Elo Transaction

NOTE 11: ELO TRANSACTION

 

On December 17, 2021, the Company and its then wholly-owned subsidiary, Elo Life Systems, Inc., entered into an agreement with a syndicate of investors, pursuant to which the Company contributed substantially all of the assets of Elo Life Systems, Inc. to a newly formed entity (the “Elo Transaction”). In connection with the Elo Transaction, the Company granted the newly formed entity (“Elo”) an exclusive license to certain of the Company’s intellectual property for use in non-medical applications with respect to plants, farm animals and certain other organisms. As consideration for the assets contributed and license granted by the Company to Elo, the Company received Common Stock in Elo and a $10.0 million promissory note payable from Elo (the “Note Receivable”).

 

Investment in Elo


It was determined that the Company possesses the ability to exercise significant influence over the operating and financial policies of Elo. Accordingly, the Company accounts for its investment in Elo under the equity method.


The Company owned approximately
26% of Elo’s voting shares outstanding as of December 31, 2024 and 37% of Elo’s voting shares outstanding as of December 31, 2023. In January 2024, Elo raised additional funding for its Series A-2 financing. The Company recognized a $2.7 million gain on dilution under the equity method during the year ended December 31, 2024. The Company’s proportionate share of Elo’s net loss for the years ended December 31, 2024 and 2023 was $3.8 million and $4.9 million, respectively. As the Companys cumulative proportionate share of Elo’s net loss exceeded the carrying value of the investment in Elo, the carrying value of the Investment in Elo has been reduced to $0. In accordance with ASC 323, the Company will continue to record its

proportionate share of Elo’s net loss in the statements of operations along with a corresponding reduction in the carrying value of the Note Receivable.

 

Note Receivable

 

The Note Receivable matures on the earlier of (i) December 1, 2028 or (ii) a Deemed Liquidation Event (as defined in the Elo’s Amended and Restated Certificate of Incorporation). The Note Receivable accrues interest at 2.00% per annum and is payable annually on December 17th.

 

As of December 31, 2024, the carrying value of the Note Receivable was $4.6 million including a $1.1 million net decrease in the carrying value as a result of equity method investment losses. The remaining $5.4 million discount on the Note Receivable will be amortized to interest income over the life of the Note.