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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) May 30, 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)
(833)
658-1799
(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
8.01. Other Events
On
May 30, 2024, Bright Green Corporation (the “Company”) issued a letter from the Company’s Chief Executive Officers
to stockholders discussing recent business developments, a copy of which is furnished herewith as Exhibit 99.1.
The information
contained in Item 8.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section or Sections 11
and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed incorporated by reference into
any of the Company’s filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference
in any such filing.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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:
May 30, 2024 |
Bright
Green Corporation |
|
|
|
|
By: |
/s/
Gurvinder Singh |
|
|
Gurvinder
Singh |
|
|
Chief
Executive Officer |
Exhibit
99.1
CEO
UPDATE
GRANTS,
NEW MEXICO, May 30, 2024 (GLOBE NEWSWIRE) — Bright Green Corporation (Nasdaq: BGXX)
Dear
BGXX Shareholders,
I’m
writing to you today to share an update on several developments for Bright Green Corporation (“Bright Green” or the “Company”)
over the past few months. We’ve experienced massive shifts within the industry since the start of 2024 — shifts that have
presented exciting growth opportunities for Bright Green.
I’ll
begin with an update on the state of our groundbreaking EB-5 investment program in partnership with Asia Capital Pioneers Group
(“ACPG”). I’m thrilled to share with you that we have confirmed our first three applications through this partnership
and have been informed that more than a dozen additional investors have taken steps to begin the program investment.
To
capitalize on this momentum, the team at ACPG just completed the first successful event on the 26th of May. This kicks off a series of
events hosted by ACPG and featuring the Company, and the Company’s EB-5 program. With more than 100 potential investors in attendance
at the first event, we are optimistic about the immense interest we’re experiencing, particularly as we look forward to future
events in Dubai, Singapore and Malaysia. We will be sharing developments from these events on our Regional Center Website.
With
our EB-5 program gaining traction, we are moving full steam ahead with our prominent initiative to accelerate our commercialization of
Schedule I and Schedule II controlled substances in the U.S., once all necessary approvals are obtained. We have submitted our DEA 2025
quota request for Schedule I and Schedule II substances, meaning that as of today, Bright Green has applied to produce 22 Schedule I
and Schedule II controlled substances in total.
Schedule
I |
|
Schedule
II |
Ibogaine |
|
Oxycodone |
Marijuana
Extract |
|
Morphine |
Marijuana |
|
Morphine
Methylbromide |
Tetrahydrocannabinols |
|
Morphine
Methylsulfonate |
Mescaline |
|
Morphine
N Oxide |
Peyote |
|
Thebaine |
Psilocybin |
|
Opium,
Raw |
Psilocyn |
|
Opium
Extracts |
|
|
Opium
Fluid Extracts |
|
|
Opium
(Tincture) |
|
|
Opium
(Powder) |
|
|
Opium,
Granulated |
|
|
Opium
Poppy, Poppy Straw |
|
|
Poppy
Straw Concentrate |
If
these quotas and our registration application are approved, we aim to handle 70% of all Marijuana, Marijuana extract, and Tetrahydrocannabinols
production within the DEA’s program. We also aim to handle 70% of Mescaline (psychedelic plants) production and 50% of Psilocybin
and Psilocyn production taking place within the DEA’s program.
To
support this planned growth, we are working closely with the team at CEADL (Controlled Environment Agricultural Design) to establish
all of the necessary upgrades for our existing facility, permits, and engineering for our Phase II facility in Grants, New Mexico, and
help oversee logistical operations of our planned Schedule I and Schedule II commercialization, and ensure legal compliance and optimal
progress. With the support of CEADL, I’m ecstatic to announce we are in the final stages of preparation to begin production at
the existing facility. With the current EB-5 push, we aim to deliver initial production by end of the first quarter of 2025. This is
very positive news. The plan is to start with the cannabis offerings and trials for our opium plants if we receive all necessary approvals
in time.
As
things have progressed quickly in our collaboration with CEADL, I want to share an exciting internal pivot that Bright Green has recently
undergone. After exploring several potential opportunities for acquisition and partnership, we’ve decided the best path for Bright
Green is the establishment of our own in-house API and Plant Genetics Research and Medical team. We feel strongly that this approach
will allow us to fully leverage our explorations with Smart Farming and Artificial Intelligence Technology that will better position
Bright Green to meet the rapidly-growing demand for Schedule I and Schedule II controlled substances. In addition, bringing our research
and development in-house will provide us with more agility as we continue our march through unprecedented territory.
While
our Schedule I and Schedule II applications and commercialization remain a focal point, I would like to comment on the recent announcement
by the DEA of their initiative to reclassify Cannabis as a Schedule III substance. There have been misconceptions surrounding
this rescheduling, so I want to be very clear that we see this as a beneficial opportunity for Bright Green, the cannabis industry, and
the world as a whole. We are optimistic that this reclassification will support reducing stigmas and encouraging healthy business flow
in the cannabis industry.
As
far as what the rescheduling of cannabis means for Bright Green’s business and operations, we expect an increased demand in cannabis
as an active ingredient. We believe this will make us the go-to resource best equipped to meet that demand. We anticipate that by 2025
Bright Green will carry 70% of the DEA’s cannabis quota here in the United States—establishing us as the largest producer
of DEA cannabis in the country; if our fundraising, construction and approvals go as planned.
In
addition, the continued upside for operators will go well beyond the tax benefits. This reclassification serves as an acknowledgement
of state-based medical programs, and we continue to be an advocate for their growth.
Overall,
I hope your takeaway from this letter matches my continuous optimism for Bright Green’s forward progress. We are working tirelessly
behind the scenes to continue the realization of our established goal: pioneering the “Drugs Made in America” movement to
create a reliable domestic API supply chain, and reducing our dependence on foreign drug imports for the betterment of the United States
and anyone who calls it home.
We
look forward to the future together.
With
utmost respect,
/s/
Gurvinder
Singh
Gurvinder
Singh
CEO,
Bright
Green Corporation
www.brightgreen.us
Groovy@brightgreen.us
ABOUT
BRIGHT GREEN CORPORATION
Bright
Green is one of the very few companies selected by the New Mexico Board of Pharmacy for the production, drug manufacturing, marketing
and distributing Schedule I-II plant-based drug API including opium, cannabis and cannabis-related products for research, pharmaceutical
applications and affiliated export. Our approval for cannabis is 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
and more. 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, receipt of
approvals related to our regional center, completion of all required EB-5 submissions by proposed EB-5 participants, receipt of funds
by EB-5 participants, outcomes related to the Company’s relationships with ACPG and CEADL, and receipt of necessary Schedule I
and II approvals from the DEA. 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 most recent Annual Report
on Form 10-K, and subsequent Quarterly Reports on Form 10-Q, as each may be amended and supplemented from time to time, 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
Contacts:
Interdependence
Public Relations
Owen
Phillips / Grace Connor
BrightGreen@Interdependence.com
(310)
745-1407
Media
Inquiries & Investor Relations Contact
ir@brightgreen.us
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