8-K
filed July 24, 2023, 7:59 PM ET
CIK 0001822691
M&A
confidence high
sentiment neutral
materiality 0.80
GreenLight Biosciences Holdings, PBC: M&A transaction — GreenLight completes going-private merger at $0.30/share; delisted from Nasdaq
GreenLight Biosciences Holdings, PBC
- Merger consideration $0.30 per share in cash; aggregate ~$9.3M paid for non-rolled shares.
- Merger closed July 24, 2023; GreenLight becomes wholly owned subsidiary of SW ParentCo (Fall Line Capital-led).
- All prior directors resigned; Clay Mitchell appointed sole director, President, CFO, and Secretary.
- Fall Line Capital-led syndicate provided $52.075M in convertible secured notes ($15M previously advanced).
- Shares (GRNA) and warrants (GRNAW) ceased trading on Nasdaq effective July 24, 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 1.0
Andrey J. Zarur resigned as Director at GreenLight Biosciences Holdings, PBC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of Dr. Andrey J. Zarur, Jennifer Pardi, Dr. Charles L. Cooney, Eric O’Brien, Dr. Ganesh Kishore, Dr. Martha Schlicher and Matthew Walker resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Martha Schlicher resigned as Director at GreenLight Biosciences Holdings, PBC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of Dr. Andrey J. Zarur, Jennifer Pardi, Dr. Charles L. Cooney, Eric O’Brien, Dr. Ganesh Kishore, Dr. Martha Schlicher and Matthew Walker resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Eric O'Brien resigned as Director at GreenLight Biosciences Holdings, PBC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of Dr. Andrey J. Zarur, Jennifer Pardi, Dr. Charles L. Cooney, Eric O’Brien, Dr. Ganesh Kishore, Dr. Martha Schlicher and Matthew Walker resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Ganesh Kishore resigned as Director at GreenLight Biosciences Holdings, PBC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of Dr. Andrey J. Zarur, Jennifer Pardi, Dr. Charles L. Cooney, Eric O’Brien, Dr. Ganesh Kishore, Dr. Martha Schlicher and Matthew Walker resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Matthew Walker resigned as Director at GreenLight Biosciences Holdings, PBC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of Dr. Andrey J. Zarur, Jennifer Pardi, Dr. Charles L. Cooney, Eric O’Brien, Dr. Ganesh Kishore, Dr. Martha Schlicher and Matthew Walker resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Clay Mitchell was appointed as President, Chief Financial Officer, Secretary and sole director at GreenLight Biosciences Holdings, PBC.
- Action
- appointed
- Role
- President, Chief Financial Officer, Secretary and sole director
Exact text from the filing
Effective immediately following these resignations, in connection with the closing of the Merger, Clay Mitchell became the sole director of the Company and President, Chief Financial Officer and Secretary of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Jennifer Pardi resigned as Director at GreenLight Biosciences Holdings, PBC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of Dr. Andrey J. Zarur, Jennifer Pardi, Dr. Charles L. Cooney, Eric O’Brien, Dr. Ganesh Kishore, Dr. Martha Schlicher and Matthew Walker resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Charles L. Cooney resigned as Director at GreenLight Biosciences Holdings, PBC.
- Action
- resigned
- Role
- Director
Exact text from the filing
At the Effective Time, each of Dr. Andrey J. Zarur, Jennifer Pardi, Dr. Charles L. Cooney, Eric O’Brien, Dr. Ganesh Kishore, Dr. Martha Schlicher and Matthew Walker resigned and ceased to be directors of the Company and members of any committee of the Company’s Board of Directors.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GreenLight Biosciences Holdings, PBC underwent a change of control involving SW ParentCo, Inc. and SW MergerCo, Inc. for $0.30 per share (closed 2023-07-24).
- Action
- change of control
- Counterparty
- SW ParentCo, Inc. and SW MergerCo, Inc.
- Consideration
- $0.30 per share
- Closing
- 2023-07-24
Exact text from the filing
stock, par value $0.0001 per share, of the Company (the “Company Common Stock”), other than certain excluded shares (including the Rollover Shares (as defined below)), for $0.30 per share, net to the seller in cash, without interest thereon (the “Offer Price”), and subject to any required withholding, upon the terms and subject to the conditions of the
View on SEC.gov
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