8-K/A
filed July 28, 2023, 7:59 PM ET
CIK 0001822691
M&A
confidence high
sentiment neutral
materiality 1.00
GreenLight Biosciences Holdings, PBC: M&A transaction — GreenLight Biosciences completes going-private merger; stock delisted at $0.30/share
GreenLight Biosciences Holdings, PBC
- Merger with SW ParentCo closed July 24, 2023; stockholders received $0.30 per share cash.
- Aggregate consideration ~$9.3M for shares not rolled over; 60.4% of outstanding shares tendered.
- Concurrent $52.075M financing led by Fall Line Capital; $15M advanced pre-closing.
- CEO Andrey Zarur continues leading combined company; new sole director Clay Mitchell.
- Warrant holders must exercise by August 23, 2023 to receive reduced exercise price and $0.0220 Black-Scholes value.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
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 0.95
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 0.95
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 0.95
Clay Mitchell was appointed as President, Chief Financial Officer and Secretary at GreenLight Biosciences Holdings, PBC.
- Action
- appointed
- Role
- President, Chief Financial Officer and Secretary
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 0.95
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
Executive change
SEC 8-K Item 5.02
confidence 0.95
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 0.95
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 0.95
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
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GreenLight Biosciences Holdings, PBC: Amended and restated bylaws in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GreenLight Biosciences Holdings, PBC: Amended and restated certificate of incorporation in connection with merger.
- Change
- charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the effective time of the Merger, the Company’s certificate of incorporation and bylaws were each amended and restated in their entirety.
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. for approximately $9.3 million (closed 2023-07-24).
- Action
- change of control
- Counterparty
- SW ParentCo, Inc.
- Consideration
- approximately $9.3 million
- Closing
- 2023-07-24
Exact text from the filing
On July 24, 2023, the Offer and the Merger were completed as described under “Introductory Note.” The aggregate consideration paid by Merger Sub in the Offer and the Merger to purchase all outstanding shares of Company Common Stock (other than the Rollover Shares), was approximately $9.3 million.
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.