Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 20, 2024

 

Bright Green Corporation

(Exact name of registrant as specified in its charter)

 

Delaware		001-41395		83-4600841
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

1033 George Hanosh Boulevard Grants, NM		87020
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		BGXX		Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

On December 20, 2024, Mr. Gurvinder Singh resigned as a member of the board of directors (the “Board”) and as Chief Executive Officer of Bright Green Corp. (the “Company”). On same date, Sean Deson, Robert Arnone and Dean Valore resigned as members of the Board of the Company and Mr. Saleem Elmasri resigned as the Chief Financial Officer of the Company. Their resignations were not the result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s operations, policies or practices.

 

As a result of the above resignations of the Board, the sole member of the Board is the current Chair of the Company, Ms. Lynn Stockwell.

 

On December 27, 2024, the Board appointed Ms. Lynn Stockwell as Chief Executive Officer. The employment history for Ms. Stockwell and material transactions she is involved in with our company are set forth in the Annual Report on Form 10-K/A filed with the SEC on April 29, 2024, and the Current Reports on Form 8-K filed with the SEC on August 19, 2024 and September 18, 2024.

 

Section 7 - Regulation FD

 

Item 7.01 Regulation FD Disclosure.

 

On December 27, 2024, the Company issued a press release concerning the resignations, the new appointment as CEO, and a plan of restructuring.

 

The press release is furnished with this Current Report on Form 8-K as Exhibits 99.1. The information furnished under this Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, regardless of any general incorporation by reference language in such filing, except as shall be expressly set forth by specific reference in any such filing.

 

SECTION 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
99.1		Press Release, dated December 27, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Bright Green Corporation
/s/ Lynn Stockwell
Lynn Stockwell
CEO and Director
Date December 27, 2024

 

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Exhibit 99.1

 

LYNN STOCKWELL ENTERS INTO A RESTRUCTURING SECURITY AGREEMENT (“RSA”) WITH BRIGHT GREEN CORPORATION AND ASSUMES THE ROLE OF EXECUTIVE CHAIR AND CEO.

 

GRANTS, NEW MEXICO, Dec. 27, 2024 (GLOBE NEWSWIRE) — Bright Green Corporation (OTC: BGXX) (“Bright Green” or the “Company”) announced today that Lynn Stockwell has agreed to terms for a restructuring security agreement (“RSA”) with Bright Green that is expected to be executed soon. Lynn Stockwell, the founder of Bright Green Corporation, Drugs Made in America Acquisition Corp I, and Drugs Made in America Acquisition Corp II seeks to align her vision to on-shore the end-to-end active pharmaceutical ingredient (“API”) manufacturing back to the United States. The plan realigns the Company with her plan to scale and position the Company as the facilitator and supplier of plant-based controlled substances authorized to manufacture in the United States. The restructuring and new direction will include the cancellations of all the company’s existing contracts expressed or implied, land purchase options, employment agreements, board member agreements, financing agreements, and warrants.

 

Ms. Stockwell says that the restructured company will have the opportunity to play a vital role in supplying plant based controlled substances to established U.S. based drug manufacturers that require domestic production to stay competitive in the new politically driven manufacturing landscape.

 

As part of the RSA, the CEO, CFO and Board of Directors have resigned to allow Ms.Stockwell to administratively lead the restructuring. Lynn Stockwell’s RSA with the company lays out her capital plans for the restructuring. Although creditors are impaired, the plan will provide that all creditors or contractors be paid in full via a combination of cash and stock.

 

Post Restructuring

 

Subsequent to the restructuring, the Company plans to complete the shareholder approved reverse split and seek re-listing on a major exchange. Lynn Stockwell will continue to be the majority shareholder and a significant part of the new management team and board. Bright Green Corporation plans to offer supply agreements and production contracts to produce plant-based substances for the manufacturing of controlled substances contracted under the company’s direction, utilizing the Bright Green existing registrations, licenses, and diversion control expertise for production and manufacturing.

 

Bright Green will seek to derive revenue from Production and Supply Contracts and maintain the EB-5 investor program.

 

 

 

Bright Green will seek to partner with Health and Human Services and designate scientific support for research at the existing facility in Grants New Mexico on a contract, cost-plus basis.

 

Bright Green is exploring a franchise-based business model to build agriculture facilities in phases across West Texas, East Arizona, and Central New Mexico. Each facility will include 15-acre specialty greenhouses, constructed annually until market demand is met. These facilities will benefit from high elevations, abundant resources, prearranged permits, and streamlined processes under the U.S. administration’s new policies promoting billion-dollar domestic investments.

 

The initiative integrates the USCIS EB-5 program, allowing qualifying franchisees/owners/operators to earn U.S. Green Cards through investments that create direct and indirect jobs, meeting the program’s requirements. Bright Green will manage facility development, including loan guarantees, engineering, water management, and supply contracts for agricultural production and pharmaceutical-grade controlled substances. The facilities will operate under strict legal guidelines, marking the first U.S.-based production of such substances.

 

Cautionary Note Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management as of such date. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” “shall” and variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. Such forward looking statements include, but are not limited to, the ability of the Company to raise funds under the Company’s EB-5 program, the impact that new officers, directors and employees may have on the Company and the Company’s business and results of operations, and the impact of the New Mexico Board of Pharmacy and DEA approvals. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in the Company’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as amended and supplemented, as well as other documents that may be filed by the Company from time to time with the SEC. The forward-looking statements included in this press release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and developments will cause its views to change. The Company undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release. Additional information regarding these and other factors that could affect the Company’s results is included in the Company’s SEC filings, which may be obtained by visiting the SEC’s website at www.sec.gov.

 

Media Inquiries & Investor Relations Contact

 

[e-mail]

 

https://www.globenewswire.com/newsroom/ti?nf=OTMyNDIzMSM2NjcxODgzIzUwMDExODEwNA==

 

https://ml.globenewswire.com/media/MjgwYjllZDUtYTFlMC00YmIwLWE0MzItNzlhYTM0Mjc0N2E1LTUwMDExODEwNA==/tiny/Bright-Green-Corporation.png

 

Source: Bright Green Corporation

 

© 2024 GlobeNewswire, Inc.

 

 

Cover	Dec. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 20, 2024
Entity File Number	001-41395
Entity Registrant Name	Bright Green Corporation
Entity Central Index Key	0001886799
Entity Tax Identification Number	83-4600841
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1033 George Hanosh Boulevard
Entity Address, City or Town	Grants
Entity Address, State or Province	NM
Entity Address, Postal Zip Code	87020
City Area Code	(833)
Local Phone Number	658-1799
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	BGXX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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