---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-191971"
form_type: "8-K"
ticker: null
cik: "0001822691"
company_name: "GreenLight Biosciences Holdings, PBC"
filed_at: "2023-07-24T23:59:59+00:00"
generated_at: "2026-06-13T04:24:28.112275+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# GreenLight completes going-private merger at $0.30/share; delisted from Nasdaq

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-191971
- form_type: 8-K
- cik: 0001822691
- company_name: GreenLight Biosciences Holdings, PBC
- filed_at: 2023-07-24T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/d524112d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-191971
- JSON: https://secwatch.observer/filing/0001193125-23-191971.json
- Plain text: https://secwatch.observer/filing/0001193125-23-191971.txt

## Key facts
- Executive change
  Andrey J. Zarur resigned as Director at GreenLight Biosciences Holdings, PBC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- Executive change
  Martha Schlicher resigned as Director at GreenLight Biosciences Holdings, PBC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- Executive change
  Eric O'Brien resigned as Director at GreenLight Biosciences Holdings, PBC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- Executive change
  Ganesh Kishore resigned as Director at GreenLight Biosciences Holdings, PBC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- Executive change
  Matthew Walker resigned as Director at GreenLight Biosciences Holdings, PBC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- Executive change
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- Executive change
  Jennifer Pardi resigned as Director at GreenLight Biosciences Holdings, PBC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- Executive change
  Charles L. Cooney resigned as Director at GreenLight Biosciences Holdings, PBC.
  - Action: resigned
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm
- M&A Transactions
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1822691/000119312523191971/0001193125-23-191971-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.