The following "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed on March 10, 2022.

Overview

We believe we are a leader in land-based aquaculture, leveraging decades of technology expertise to deliver innovative solutions that address food insecurity and climate change issues, while improving efficiency, sustainability and profitability. We provide fresh Atlantic salmon to nearby markets by raising our fish in carefully monitored land-based fish farms through a safe, secure and sustainable process. Our land-based Recirculating Aquaculture System farms, located in Indiana in the United States and Prince Edward Island in Canada, are close to key consumption markets and are designed to prevent disease and to include multiple levels of fish containment to protect wild fish populations. We are raising nutritious salmon that is free of antibiotics and other contaminants and provides a solution with a reduced carbon footprint without the risk of pollution to marine ecosystems as compared to traditional sea-cage farming. Our lead product is our GE Atlantic salmon, which received FDA approval in 2015 as the first genetically engineered animal available for sale for human consumption. We commenced commercial activities in 2021 with operations in the United States and Canada. We are actively engaged in genetic, genomic, fish health and fish nutrition research, which drive continuous improvement in our operations and may lead to new, disruptive technologies and products that could further expand our competitive offerings.

COVID-19

Although the COVID-19 pandemic has diminished in the United States and other parts of the world as vaccines have become more readily available, several variants of the virus continue to spread. Local governmental authorities in the United States and Canada have issued, and continue to update, directives aimed at minimizing the spread of the virus and we continue to monitor their status. Due to the pandemic, we have experienced delays and cost increases in capital projects, additional challenges in our efforts to meet the capacity expectations at our existing facilities and continue to experience extended lead times on equipment purchases. We may continue to experience delays and cost increases on farm construction, purchases of capital equipment and supplies and other materials required in our operations due to vendor shortages and other labor shortages. We expect to continue to be impacted by transportation or supply chain disruptions to our partners or customers and we are carefully managing and monitoring the impact of labor shortages on our ability to meet the annual capacity expectations at our existing facilities.

Inflation

Global inflation is well above normal and historical levels, impacting all areas of our business. We are experiencing higher

costs for farming supplies, transportation costs, wage rates, and other direct operating expenses. Additionally, inflation has impacted the cost estimates for constructing our Ohio farm, rising from $320 million to a range of $375 million to $395 million. We expect inflation to continue to negatively impact our results of operations for the remainder of 2022.

Revenue

We currently generate product revenue through the sales of our GE Atlantic salmon, conventional Atlantic salmon eggs and fry, and salmon byproducts. We expect revenues to grow modestly in 2022, as we increase our weekly harvesting capability at our Indiana farm. We measure our harvest volume of GE Atlantic salmon in terms of metric tons ("mt") of live weight taken out of the water. In the future, we believe that our revenue will depend upon the number and capacity of grow-out farms we have in operation and the market acceptance we achieve. Our revenue will also be impacted by the seasonal fluctuations in salmon demand and pricing.

Production Costs

Production costs include the labor and related costs to grow out our fish, including feed, oxygen, and other direct costs; overhead; and the cost to process and ship our products to customers. A portion of production costs is absorbed into inventory as fish in process to the extent that these costs do not exceed the net realizable value ("NRV") of the fish biomass. The costs that are not absorbed into inventory, as well as any net realizable inventory value adjustments, are classified as production costs. Our production costs also include the labor and related costs to maintain our salmon broodstock. As of September 30, 2022 and 2021, we had eighty and sixty-one employees, respectively engaged in production activities.



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Sales and Marketing Expenses

Our sales and marketing expenses currently include salaries and related costs for our sales personnel and consulting fees for market-related activities. As of September 30, 2022 and 2021, we had two and one employees, respectively, dedicated to sales and marketing. We expect our sales and marketing expenses to increase as our production output and revenues grow.

Research and Development Expenses

As of September 30, 2022 and 2021, we employed thirteen and twenty scientists and technicians, respectively, at our facilities on Prince Edward Island to oversee our broodstock of GE Atlantic salmon, as well as the lines of fish we maintain for research and development purposes. We recognize research and development expenses as they are incurred. Our research and development expenses consist primarily of:

?salaries and related overhead expenses for personnel in research and development functions;

?fees paid to contract research organizations and consultants who perform research for us; and

?costs related to laboratory supplies used in our research and development efforts.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and related costs for employees in executive, corporate, and finance functions. Other significant general and administrative expenses include corporate governance and public company costs, regulatory affairs, rent and utilities, insurance, and legal services. We had fifteen employees in our general and administrative group as of both September 30, 2022 and 2021.

Other Income (Expense)

Interest expense includes the interest on our outstanding loans and the amortization of debt issuance costs. Other income (expense) includes bank charges, fees, interest income, miscellaneous gains or losses on asset disposals and realized gains or losses on investments.

Results of Operations

Comparison of the three months ended September 30, 2022, to the three months ended September 30, 2021

The following table summarizes our results of operations for the three months ended September 30, 2022 and 2021, together with the changes in those items in dollars and as a percentage (all dollar amounts in thousands):



                                 Three Months Ended
                                   September 30,         Dollar     %
                                2022             2021    Change   Change
                                      (unaudited)
Product revenue              $       653        $   455      198     44%
Operating expenses:
Product costs                      3,518          4,311    (793)   (18)%
Sales and marketing                  186            202     (16)    (8)%
Research and development             221            580    (359)   (62)%

General and administrative 2,265 2,177 88 4% Operating loss

                     5,537          6,815  (1,278)   (19)%
Total other (income) expense        (97)             50    (147)  (294)%
Net loss                     $     5,440        $ 6,865  (1,425)   (21)%


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Product Revenue

                                                     Three Months Ended
                                                       ?September 30,                    %
                                                      2022         2021      Change    Change
                                                          (unaudited)

Harvest of GE Atlantic salmon (mt of live weight) 122,218 98,173 24,045 24% Product revenue GE Atlantic salmon revenue

$        594   $     402 $     192      48%
Non-GE Atlantic salmon revenue                              48          53       (5)     (9)%
Other revenue                                               11           -        11       -%
Total product revenue                             $        653   $     455 $     198      44%


The increase in revenue is due to the increase in harvest volume and sales of our GE Atlantic salmon, along with improvements in yield and increases in market prices. We expect revenues for the remainder of 2022 to grow slowly and to be impacted by seasonal demand and fluctuating market prices.

Production Costs

Production costs for the three months ended September 30, 2022, were down from the corresponding period in 2021, due to an improvement in the NRV of the salmon sold, which allowed for more cost to be absorbed into inventory. Total production costs without the NRV adjustment were slightly higher in the current period due to production cost increases related to the volume of harvesting at the Indiana and Rollo Bay farms. Increases included headcount additions, feed costs and other direct supplies, as well as the costs for processing and transportation to bring our product to market. Costs were impacted by inflation on material and supply purchases, as well as wage increases.

Since our production costs were higher than the net realizable value of the salmon produced, the current period includes an inventory value charge of $2.2 million based on the market price for salmon, our production yields and external processing and transportation costs. For the corresponding period in 2021, the inventory value charge was $3.6 million.

Sales and Marketing Expenses

Sales and marketing expenses for the three months ended September 30, 2022, were down from the corresponding period in 2021 due to decreases in outside consultants, offset by an increase in head count, travel and stock compensation.

Research and Development Expenses

Research and development expenses for the three months ended September 30, 2022, were down from the corresponding period in 2021 due to a decrease in personnel costs, outside contract service fees, and laboratory costs, partly offset by an increase in depreciation and travel.

General and Administrative Expenses

General and administrative expenses for the three months ended September 30, 2022, were up from the corresponding period in 2021 due to an increase in personnel, auditing costs, legal, insurance costs, stock compensation, recruitment fees and travel, partly offset by a decrease in regulatory fees and outside consulting.

Total Other (Income) Expense

Total other (income) expense is comprised of interest on debt, bank charges, and interest income for the three months ended September 30, 2022 and 2021.



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Comparison of the nine months ended September 30, 2022, to the nine months ended September 30, 2021

The following table summarizes our results of operations for the nine months ended September 30, 2022 and 2021, together with the changes in those items in dollars and as a percentage (all dollar amounts in thousands):



                               Nine Months Ended
                                ?September 30,      Dollar    %
                                2022        2021    Change  Change
                                   (unaudited)
Product revenue              $     2,686  $    757   1,929    255%
Operating expenses:
Product costs                     10,044     7,713   2,331     30%
Sales and marketing                  784     1,069   (285)   (27)%
Research and development             596     1,512   (916)   (61)%

General and administrative 7,473 6,542 931 14% Operating loss

                    16,211    16,079     132      1%
Total other (income) expense       (123)       175   (298)  (170)%
Net loss                     $    16,088  $ 16,254   (166)    (1)%


Product Revenue

                                                    Nine Months Ended
                                                      ?September 30,                   %
                                                     2022        2021      Change    Change
                                                         (unaudited)

Harvest of GE Atlantic salmon (mt of live weight) 434,377 180,312 254,065 141% Product revenue GE Atlantic salmon revenue

$    2,535   $     442 $   2,093     474%
Non-GE Atlantic salmon revenue                           128         314     (186)    (59)%
Other revenue                                             23           1        22   2,200%
Total product revenue                             $    2,686   $     757 $   1,929     255%


The increase in revenue is due to the increase in harvest volume and sales of our GE Atlantic salmon, along with improvements in yield and increases in market prices. We expect revenues for the remainder of 2022 to grow slowly and to be impacted by seasonal demand and fluctuating market prices.

Production Costs

Production costs for the nine months ended September 30, 2022, were up from the corresponding period in 2021 even though there was an improvement in the NRV of the salmon sold, which allowed for more cost to be absorbed into inventory. Total production costs without the NRV adjustment were higher in the current period, due to production cost increases related to the volume of harvesting at the Indiana and Rollo Bay farms. Increases included headcount additions, feed costs and other direct supplies, as well as the costs for processing and transportation to bring our product to market. Costs were impacted by inflation on material and supply purchases, as well as wage increases.

Since our production costs were higher than the net realizable value of the salmon produced, the current period includes an inventory value charge of $6.3 million based on the market price for salmon, our production yields and external processing and transportation costs. For the corresponding period in 2021, the inventory value charge was $6.8 million.

Sales and Marketing Expenses

Sales and marketing expenses for the nine months ended September 30, 2022, were down from the corresponding period in 2021 due to decreases in donations and promotional expenses, offset by an increase in head count, fees payable to outside consultants, stock compensation, and travel related to marketing activities for our salmon.

Research and Development Expenses

Research and development expenses for the nine months ended September 30, 2022, were down from the corresponding period in 2021 due to a decrease in personnel costs, outside contract service fees and field trials, partially offset by depreciation.



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General and Administrative Expenses

General and administrative expenses for the nine months ended September 30, 2022, were up from the corresponding period in 2021 due to an increase in personnel, insurance and taxes, recruitment fees, auditing fees, public listing costs, stock compensation, travel and legal, outside consultants, offset by a decrease in outside consultants and regulatory.

Total Other (Income) Expense

Total other (income) expense is comprised of interest on debt, bank charges, and interest income for the nine months ended September 30, 2022, and 2021.

Cash Flows

The following table sets forth the significant sources and uses of cash for the periods set forth below (in thousands):



                                          Nine Months Ended
                                            ?September 30,       Dollar      %
                                           2022        2021      Change    Change
                                               unaudited
Net cash (used in) provided by:
Operating activities                    $ (17,953)  $ (15,111)    (2,842)     19%
Investing activities                        56,944    (83,819)    140,763  (168)%
Financing activities                         (435)     121,331  (121,766)  (100)%

Effect of exchange rate changes on cash (2) 27 (29) (107)% Net increase in cash

$   38,554  $   22,428     16,126     72%


Cash Flows from Operating Activities

Net cash used in operating activities during the nine months ended September 30, 2022 was primarily comprised of our $16.1 million net loss, offset by non-cash depreciation and stock compensation charges of $1.9 million and increased by working capital uses of $3.8 million. Net cash used in operating activities during the nine months ended September 30, 2021 was primarily comprised of our $16.3 million net loss, offset by non-cash depreciation and stock compensation charges of $1.6 million and increased by working capital uses of $484 thousand.

Spending on operations increased in the current period due to increases in production activities at our Rollo Bay and Indiana farm sites and additions to corporate overhead. Cash used by working capital increased in the current period due to a decrease in accounts payable and accrued liabilities and increases in inventory and prepaid expenses.

Cash Flows from Investing Activities

During the nine months ended September 30, 2022, we used $44.9 million for construction activities at our farm sites and the purchase of equipment, offset by cash provided by the net sale of marketable securities of $101.8 million. During the same period in 2021, we used $4.2 million for construction costs and equipment purchases and $79.6 million on net marketable securities purchases.

We expect expenditures on capital projects to increase in future periods as we continue construction of our Ohio farm. We currently estimate the construction costs will exceed $320 million with over $60 million spent to date, but we are exploring alternatives to reduce this cost. Estimating the cost and timing for the completion of this new and complex capital project is inherently difficult and subject to change based on a number of factors, that we have experienced to date and may experience in the future, including design changes, increasing inflationary pressure on costs of materials and labor, the impact of the COVID-19 pandemic, construction delays, dependence on contractors, the impact of increasing interest rates on financing costs, customer requirements and unexpected complications. For more information, see "Our business plans include the need for substantial additional capital and without it we may not be able to implement our strategy as planned or at all" in the section titled "Risk Factors" in this Quarterly Report on Form 10-Q.

Cash Flows from Financing Activities

During the nine months ended September 30, 2022, we received $42 thousand from new debt and made $479 thousand in debt repayment. During the same period in 2021, we received approximately $119.1 million in net proceeds from the issuance of shares of common stock in a public equity offering, $1.7 million from the exercise of warrants, and $606 thousand from new debt. This was offset by $120 thousand in debt repayment.



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Future Capital Requirements

We had $128 million of cash and cash equivalents and restricted cash as of September 30, 2022. Our plans include the construction of a 10,000 metric ton salmon farm in Ohio at a cost that is currently estimated to exceed $320 million with over $60 million spent to date, and we are exploring alternatives to reduce this cost. We plan to use cash-on-hand and debt financing to fund the construction. To date, we have invested over $60 million in the project. Though we have experienced net losses and negative cash flows from operations since inception, we believe that we have sufficient uncommitted cash to meet our requirements beyond the next twelve months from the filing date of these condensed consolidated financial statements.

In 2020, we entered into a term loan agreement with First Farmers Bank and Trust in the amount of $4 million, which is secured by the assets of our Indiana subsidiary and a corporate guarantee. The agreement contains certain financial and non-financial covenants, which if not met, could result in an event of default pursuant to the terms of the loan. At September 30, 2022, the Indiana subsidiary was in compliance with its loan covenants. The ability of the Indiana subsidiary to meet its debt covenants over the next twelve months is dependent upon its operating performance.

Until such time, if ever, as we can generate positive operating cash flows, we may finance our cash needs through a combination of equity offerings, debt financings, government or other third-party funding, strategic alliances, and licensing arrangements. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of holders of our common stock will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of holders of our common stock. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures, or declaring dividends. If we raise additional funds through government or other third-party funding; marketing and distribution arrangements; or other collaborations, strategic alliances, or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs, or product candidates or to grant licenses on terms that may not be favorable to us.

If we are unable to generate additional funds in the future through financings, sales of our products, government grants, loans, or from other sources or transactions, we will exhaust our resources and will be unable to maintain our currently planned operations. If we cannot continue as a going concern, our stockholders would likely lose most or all of their investment in us.

Critical Accounting Policies and Estimates

This Management's Discussion and Analysis of Financial Condition and Results of Operations is based on our consolidated financial statements, which we have prepared in accordance with GAAP. The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. We evaluate these estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions.

There have been no material changes to these estimates, or the policies related to them, during the nine months ended September 30, 2022. For a full discussion of these estimates and policies, see "Critical Accounting Policies and Estimates" within "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2021.

Emerging Growth Company and Smaller Reporting Company Status

We qualify as an emerging growth company ("EGC"), as defined in the JOBS Act. As an EGC, we may take advantage of specified reduced disclosure and other requirements that are otherwise applicable generally to public companies, including reduced disclosure about our executive compensation arrangements, exemption from the requirements to hold non-binding advisory votes on executive compensation and golden parachute payments and exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting.

We may take advantage of these exemptions until December 31, 2022 or such earlier time that we are no longer an emerging growth company. We would cease to be an EGC earlier if we have more than $1.07 billion in annual revenue, we have more than $700.0 million in market value of our stock held by non-affiliates or we issue more than $1.0 billion of non-convertible debt securities over a six-year period. For so long as we remain an EGC, we are permitted, and intend, to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not EGCs. We may choose to take advantage of some, but not all, of the available exemptions.



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In addition, the JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised accounting standards. This allows an EGC to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to "opt out" of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to "opt out" of such extended transition period or (ii) no longer qualify as an EGC. Therefore, the reported results of operations contained in our consolidated financial statements may not be directly comparable to those of other public companies.

We are also a "smaller reporting company," meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million.

If we are a smaller reporting company at the time we cease to be an EGC, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to EGCs, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

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