Exhibit 99.2
Consent of Ladenburg Thalmann & Co. Inc.
May 12, 2020
Board of Directors
Tocagen Inc.
4445 Eastgate Mall, Suite 200
San Diego, California 92121
Re: Registration Statement on FormS-4 of Tocagen Inc.
Members of the Board:
We hereby consent to: (i) the inclusion of our opinion letter, dated February 19, 2020, to the Board of Directors of Tocagen Inc. (“Tocagen”) as Annex B to the proxy statement/prospectus/information statement that forms part of Amendment No. 2 to the Registration Statement on FormS-4 of Tocagen (the “Registration Statement”) filed on May 12, 2020; and (ii) the references made to our firm and such opinion in such Registration Statement under the captions “Prospectus Summary—Opinion of the Tocagen Financial Advisor,” “The Merger—Background of the Merger,” “The Merger—Tocagen Reasons for the Merger,” “The Merger—Tocagen’s Unaudited Financial Projections Regarding Forte,” “The Merger—Opinion of the Tocagen Financial Advisor” and “Description of Tocagen’s Business—Overview.” Notwithstanding the foregoing, in giving such consent, we do not admit and we hereby disclaim that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder, nor do we hereby admit that we are experts with respect to any part of such Registration Statement within the meaning of the term “experts” as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
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| Very truly yours, |
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/s/ Ladenburg Thalmann & Co. Inc. |
| LADENBURG THALMANN & CO. INC. |
