Adagio Therapeutics
forward looking statements | Adagio Therapeutics
Company
Deck Type
Deck date
January 2022
Slide
2 of 19
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Grove
Investor Presentation
July 2022
title can not go above this line basis of presentation subtitle below this line content below this line this presentation this presentation is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential investment in grove collaborative holdings grove the potential transaction and for no other purpose by accepting reviewing or reading this presentation you will be deemed to have agreed to the obligations and restrictions set out below without the express prior written consent of grove this presentation and any information contained within it may not be used for any purpose other than your evaluation of grove this presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof this presentation and any oral statements made in connection with this presentation do not constitute an offer to sell or a solicitation of an offer to buy or a recommendation to purchase any securities in any jurisdiction nor shall there be any sale issuance or transfer of any securities in any jurisdiction where or to any person to whom such offer solicitation or sale may be unlawful under the laws of such jurisdiction this presentation does not constitute either advice or a recommendation regarding any securities any offer to sell securities will be made only pursuant to a definitive subscription agreement and will be made in reliance on an exemption from registration under the securities act of as amended for offers and sales of securities that do not involve a public offering grove reserves the right to withdraw or amend for any reason any offering and to reject any subscription agreement for any reason the communication of this presentation is restricted by law it is not intended for distribution to or use by any person in any jurisdiction where such distribution or use would be contrary to local law or regulation no representations or warranties express or implied are given in or in respect of this presentation industry and market data used in this presentation have been obtained from third party industry publications and sources as well as from research reports prepared for other purposes grove has not independently verified the data obtained from these sources and cannot assure you of the data accuracy or completeness this data is subject to change recipients of this presentation are not to construe its contents or any prior or subsequent communications from or with grove or its respective affiliates or representatives as investment legal or tax advice in addition this presentation does not purport to be all inclusive or to contain all of the information that may be required to make a full analysis of grove or the potential transaction recipients of this presentation should each make their own evaluation of grove and of the relevance and adequacy of the information and should make such other investigations as they deem necessary to the extent permitted by law in no circumstances will grove or any of its respective stockholders affiliates representatives partners directors officers employees advisers or agents be responsible or liable for any direct indirect or consequential loss or loss of profit arising from the use of this presentation its contents its omissions reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith forward looking statements certain statements included in this presentation are not historical facts but are forward looking statements for purposes of the safe harbor provisions under the united states private securities litigation reform act of forward looking statements generally are accompanied by words such as believe may will estimate continue anticipate intend expect should would plan predict potential seem seek future outlook and similar expressions that predict or indicate future events or trends or that are not statements of historical matters but the absence of these words does not mean that a statement is not forward looking these forward looking statements include but are not limited to statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity references with respect to the anticipated benefits of the potential transaction and the projected future financial performance of grove and grove operating companies changes in the market for grove products and expansion plans and opportunities anticipated customer retention the sources and uses of cash of the potential transaction and expectations related to the terms and timing of the potential transaction these statements are based on various assumptions whether or not identified in this presentation and on the current expectations of grove management and are not predictions of actual performance these forward looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as a guarantee an assurance a prediction or a definitive statement of fact or probability actual events and circumstances are difficult or impossible to predict and will differ from assumptions many actual events and circumstances are beyond the control of grove these forward looking statements are subject to a number of risks and uncertainties including changes in domestic and foreign business market financial political and legal conditions failure to realize the anticipated benefits of the potential transaction risks relating to the uncertainty of the projected financial information with respect to grove grove ability to successfully expand its business competition the uncertain effects of the covid pandemic risks relating to growing inflation and rising interest rates and those factors discussed in documents of grove filed or to be filed with the securities and exchange commission the sec if any of these risks materialize or our assumptions prove incorrect actual results could differ materially from the results implied by these forward looking statements there may be additional risks that grove does not presently know or that grove currently believes are immaterial that could also cause actual results to differ from those contained in the forward looking statements in addition forward looking statements reflect grove expectations plans or forecasts of future events and views as of the date of this presentation grove anticipates that subsequent events and developments will cause grove assessments to change however while grove may elect to update these forward looking statements at some point in the future grove specifically disclaims any obligation to do so these forward looking statements should not be relied upon as representing grove assessments as of any date subsequent to the date of this presentation accordingly undue reliance should not be placed upon the forward looking statements use of data the data contained herein is derived from various internal and external sources no representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any projections or modeling or any other information contained herein any data on past performance or modeling contained herein is not an indication as to future performance grove assumes no obligation to update the information in this presentation content below this line notes start from here and grow up disclaimer | Grove
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Herbalife
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forward looking statements this presentation contains forward looking statements within the meaning of section a of the securities act of as amended and section of the securities exchange act of as amended all statements other than statements of historical fact are forward looking statements for purposes of federal and state securities laws including any projections of earnings revenue or other financial items any statements of the plans strategies and objectives of management including for future operations capital expenditures or share repurchases any statements concerning proposed new products services or developments any statements regarding future economic conditions or performance any statements of belief or expectation and any statements of assumptions underlying any of the foregoing or other future events forward looking statements may include among the words may will estimate intend continue believe expect anticipate or any other similar words although we believe that the expectations reflected in any of our forward looking statements are reasonable actual results or outcomes could differ materially from those projected or assumed in any of our forward looking statements our future financial condition and results of operations as well as any forward looking statements are subject to change and to inherent risks and uncertainties many of which are beyond our control additionally many of these risks and uncertainties are and may continue to be amplified by the covid pandemic important factors that could cause our actual results performance and achievements or industry results to differ materially from estimates or projections contained in or implied by our forward looking statements include the following the potential impacts of the covid pandemic on us our members customers and supply chain and the world economy our ability to attract and retain members our relationship with and our ability to influence the actions of our members our noncompliance with or improper action by our employees or members in violation of applicable and foreign laws rules and regulations adverse publicity associated with our company or the direct selling industry including our ability to comfort the and regulators regarding our compliance with applicable laws changing consumer preferences and demands and evolving industry standards including with respect to climate change and other environmental social and governance or matters the competitive nature of our business and industry legal and regulatory matters including regulatory actions concerning or legal challenges to our products or network marketing program and product liability claims the consent order entered into with the the effects thereof and any failure to comply therewith risks associated with operating internationally and in china our ability to execute our growth and other strategic initiatives including implementation of our transformation program and increased penetration of our existing markets any material disruption to our business caused by natural disasters other catastrophic events acts of war or terrorism including the war in incidents pandemics and or other acts by third parties our ability to adequately source ingredients packaging materials and other raw materials and manufacture and distribute our products our reliance on our information technology infrastructure noncompliance by us or our members with any privacy laws rules or regulations or any security breach involving the misappropriation loss or other unauthorized use or disclosure of confidential information contractual limitations on our ability to expand or change our direct selling business model the sufficiency of our and other intellectual property product concentration our reliance upon or the loss or departure of any member of our senior management team restrictions imposed by covenants in the agreements governing our indebtedness risks related to our convertible notes changes in and uncertainties relating to the application of transfer pricing income tax customs duties value added taxes and other tax laws treaties and regulations or their interpretation our incorporation under the laws of the cayman islands and share price volatility related to among other things speculative trading and certain traders shorting our common shares additional factors and uncertainties that could cause actual results or outcomes to differ materially from our forward looking statements are set forth in the company quarterly report on form for the fiscal quarter ended march filed with the securities and exchange commission on may including under the heading management discussion and analysis of financial condition and results of operations and in our condensed consolidated financial statements and the related notes included therein and in part i item a risk factors of the company annual report on form for the fiscal year ended filed with the securities and exchange commission on in addition historical current and forward looking related statements may be based on standards for measuring progress that are still developing internal controls and processes that continue to evolve and assumptions that are subject to change in the future forward looking statements made in this presentation speak only as of the date thereof we do not undertake any obligation to update or release any revisions to any forward looking statement or to report any events or circumstances after the date of this presentation or to reflect the occurrence of unanticipated events except as required by law non measures this presentation includes non financial measures including adjusted adjusted diluted and adjusted operating cash flow as well as financial information presented on a non last twelve month basis which reflects unaudited trailing four quarter financial information we believe that these non measures and presentation which are defined and discussed in greater detail and reconciled for historical periods elsewhere in this presentation provide additional useful information to management and investors for assessing our financial performance and liquidity as well as other business trends these non measures and presentation do however have certain limitations and should not be considered as an alternative to or in isolation from information calculated in accordance with | Herbalife
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