BGXX Bright Green Corporation

 

 

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) February 15, 2024

 

 

BRIGHT GREEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware		001-41395		83-4600841
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

1033 George Hanosh Boulevard

Grants, NM 87020

(Address of principal executive offices and zip code)

(201) 370-1140

(Registrant’s telephone number, including area code)

 

 

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 (17 CFR 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. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

The disclosures regarding Arrangements with Executive Officers set forth in Item 5.02 below are incorporated by reference into this Item 1.01.

 

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

 

Changes to Board of Directors

 

On February 15, 2024, Gurvinder Singh, Chief Executive Officer of Bright Green Corporation, a Delaware corporation (the “Company”), was appointed to the Company’s Board of Directors (the “Board”). There are no changes to Mr. Singh’s existing employment agreement as described in the Company’s filings with the Securities and Exchange Commission as a result of his appointment to the Board. There are no arrangements or understandings between Mr. Singh and any other persons pursuant to which he was appointed to the Board. There are no family relationships between Mr. Singh and the directors, nor between Mr. Singh and any executive officer, of the Company.

 

On February 15, 2024, Lynn Stockwell, a member of the Board and co-founder of the Company, was appointed Chair of the Board of Directors. There are no changes to Ms. Stockwell’s compensation as a non-employee member of the Board. There are no arrangements or understandings between Ms. Stockwell and any other persons pursuant to which she was appointed as Chair of the Board. There are no family relationships between Ms. Stockwell and the directors, nor between Ms. Stockwell and any executive officer, of the Company.

 

On February 15, 2024, Terry Rafih, Executive Chairman of the Board, submitted his resignation as Executive Chairman of the Board and as a director, effective February 16, 2024. Mr. Rafih’s resignation was not a result of any disagreement with the Company, the Board, or any committees of the Board, or on any matter relating to the Company’s operations, policies or practices.

 

Arrangements with Executive Officers

 

On February 15, 2024, in connection with Mr. Rafih’s resignation, Mr. Rafih and the Company entered into a Memorandum of Understanding (the “Separation Agreement”). The Separation Agreement provides that the Company (i) shall issue to Mr. Rafih 2,537,500 shares of the Company’s common stock, representing the acceleration of the vesting of the balance of shares of common stock issuable pursuant to a one-time award of 10 million shares of common stock approved by the stockholders of the Company at the 2022 Special Meeting of Stockholders, and (ii) shall further issue to Mr. Rafih 2,420,000 shares of common stock, in lieu of an aggregate of $450,000 of unpaid cash renumeration and bonus compensation during his tenure with the Company.

 

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 7.01. Regulation FD Disclosure.

 

On February 16, 2024, the Company issued a press release, a copy of which is filed herewith as Exhibit 99.1, announcing the changes to the Board. The information set forth in this Item 7.01 and in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and in Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibit 99.1 is being furnished pursuant to Item 9.01, is not to be considered filed under the Exchange Act, and shall not be incorporated by reference into any of the Company’s previous or future filings under the Securities Act or the Exchange Act.

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Memorandum of Understanding between Bright Green Corporation and Terry Rafih, dated February 15, 2024
99.1		Press Release dated February 16, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

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

 

Date: February 20, 2024	Bright Green Corporation
	By:	/s/ Gurvinder Singh
		Gurvinder Singh
		Chief Executive Officer

 

 

 

Exhibit 10.1

 

Memorandum of Agreement

 

Effective Date:	February 15, 2024
Between:
	Bright Green Corporation (the “Corporation”) And Mr. Terry Rafih (“Rafih”)

 

WHEREAS Rafih is currently employed by the company, holding the position of Executive Chairman and is currently a member of the Board of Directors, collectively referred to as his Position;

 

AND WHEREAS Rafih has indicated his desire to resign from said Position effective February 16, 2024 (the “Termination Date”);

 

AND WHEREAS Rafih is owed salary and bonus in connection with his Contract of Employment with the Corporation; and

 

AND WHEREAS in connection with Rafih’s employment and in accordance with his Executive Employment Agreement with the Corporation dated as of September 1, 2022 (the “Employment Agreement”), Rafih is owed 2,537,500 common shares of the Corporation (“Share Balance”).

 

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements contained herein, the parties hereto covenant and agree with each other as follows:

 

1)

The Corporation agrees to issue 2,537,500 shares of the Corporation’s common stock to Rafih on his Termination Date, in full and final settlement of the Share Balance owed to Rafih.

 

2)

The Corporation agrees to pay Rafih a total of $450,000, representing unpaid renumeration and bonus compensation. Such amounts to be paid to Rafih on or before February 15, 2024 in the form of 2,420,000 shares of the Corporation’s common stock issued as bonus shares under the terms of the Corporation’s 2022 Omnibus Equity Compensation Plan. Rafih agrees that the issuance of such shares to Rafih represents full and final settlement of the Corporation’s obligations to Rafih for unpaid remuneration and bonus compensation.

 

3)

The shares of the Corporation’s common stock issuable pursuant to this Memorandum of Agreement shall be restricted securities within the meaning of Rule 144 of the Securities Act of 1933, as amended, and shall be subject to all volume and transfer restrictions as set forth in such rule.

 

4)

This Memorandum of Agreement amends and modified the Employment Agreement with respect to the matters addressed herein.

 

 

IN WITNESS WHEREOF, the parties have executed this Memorandum of Agreement effective the date first written above.

 

Bright Green Corporation			Terry Rafih
By:	/s/ Gurvinder Singh		Signature:	/s/ Terry Rafih
Name:	Gurvinder Singh
Its:	Chief Executive Officer
Date:	2/15/2024		Date:	2/15/2024

 

 

 

Exhibit 99.1

 

BRIGHT GREEN CORPORATION ANNOUNCES CHANGES TO BOARD OF DIRECTORS
CEO, Groovy Singh appointed as a new member of the Company’s Board

Founder, Lynn Stockwell, appointed as Chair of the Board of Directors

 

Grants, New Mexico, February 16, 2024 (GLOBE NEWSWIRE) -- Bright Green Corporation (NASDAQ: BGXX) – Bright Green Corporation, a Delaware corporation (the “Company”), announced Friday that CEO Groovy Singh is the newest member of the company’s Board of Directors (the “Board”). Current board member and Co-Founder Lynn Stockwell was also announced as the new Chair of the Board. Singh and Stockwell’s appointments follow the resignation of the Executive Chairman, Terry Rafih.

 

Mr. Rafih’s resignation was not a result of any disagreement with the Company, the Board or any committees of the Board, or on any matter relating to the Company’s operations, policies or practices. Speaking on behalf of the company, the Board thanks Mr. Rafih for his contributions to Bright Green, and wish him well on his future endeavors.

 

In addition to continuing his role as Bright Green CEO, Singh will now play a crucial role on company’s Board alongside Stockwell as the new board Chair. The adjustments come at a pivotal time for the company as they continue expanding the Grants, New Mexico facility to support the research, production, and manufacture of Schedule I and Schedule II plant-based drugs and APIs in the United States.

 

As the company looks forward, Singh and Stockwell will continue to drive alignment with Bright Green’s ethos and fierce commitment to improving the quality of life for individuals nationwide with the establishment of a reliable Drugs Made in America and efficacious API supply chain within the United States.

 

About Bright Green

 

Bright Green is one of the very few companies selected by the US government to grow, manufacture, and sell, legally under federal and state laws, cannabis and cannabis-related products for research, pharmaceutical applications and affiliated export. Our approval based on already agreed terms from the U.S. Drug Enforcement Administration gives us the opportunity to advance our vision of improving quality of life through the opportunities presented by cannabis-derived therapies. To learn more, visit www.brightgreen.us.

 

Media Contacts: Interdependence Public Relations Owen Phillips /

 

Grace Connor BrightGreen@Interdependence.com

 

(310) 745-1407

 

Media Inquiries & Investor Relations Contact
ir@brightgreen.us

 

 

About Bright Green

 

Bright Green is one of the first companies selected and approved by the US government to legally grow, manufacture, and sell cannabis and cannabis-related products for research, pharmaceutical applications and affiliated export under legal and state law. Our approval, based on pre-agreed terms set by the U.S. Drug Enforcement Administration, gives Bright Green the opportunity to advance the vision of improving quality of life through the opportunities presented by cannabis-derived therapies. To learn more, visit www.brightgreen.us.

 

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, including but not limited to, the inability of the Company to raise funds under the Company’s EB-5 program, and the impact that new officers, directors and employees may have on the Company and the Company’s business and results of operations. 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.

 

 

v3.24.0.1

Cover	Feb. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 15, 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	(201)
Local Phone Number	370-1140
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

---