Basisstatistiken
| CIK | 1822691 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GreenLight Biosciences Inc
SEC Filings (Chronological Order)
Auf dieser Seite finden Sie eine vollständige, chronologische Liste der SEC-Einreichungen, mit Ausnahme der Eigentumseinreichungen, die wir an anderer Stelle bereitstellen.
| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39894 GreenLight Biosciences Holdings, PBC (Exact name of registrant as |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Greenlight Biosciences Holdings, PBC (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) c/o Ana Mondedeu Insunza Insud Pharma, S.L. Calle de Manuel Pombo Angulo, No. 28, 3rd Floor 28050 Mad |
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| July 28, 2023 |
BYLAWS GREENLIGHT BIOSCIENCES HOLDINGS, PBC., a public benefit corporation ARTICLE I. Exhibit 3.2 BYLAWS OF GREENLIGHT BIOSCIENCES HOLDINGS, PBC., a public benefit corporation ARTICLE I. OFFICES Section 1. Registered Office. The registered office shall be at the office of The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 24, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdictio |
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| July 28, 2023 |
GreenLight Announces Completion of Merger with Fall Line Endurance Fund Exhibit 99.2 GreenLight Announces Completion of Merger with Fall Line Endurance Fund Lexington, Mass., July 24, 2023 – GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced the closing of its previously announced merger with SW MergerCo, Inc. (“Merger Sub”) and SW ParentCo, Inc. (“Parent”), pursuant to which Merger Sub merged with and into GreenLight w |
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| July 28, 2023 |
Exhibit 99.1 GreenLight Biosciences Announces Expiration of Tender Offer Period for Outstanding Shares Completion of Previously Announced Merger and Going Private Transaction Expected July 20, 2023 Lexington, Mass. – July 20, 2023 – GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced that it is initiating the final steps in closing its previously ann |
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| July 28, 2023 |
Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GREENLIGHT BIOSCIENCES HOLDINGS, PBC A PUBLIC BENEFIT CORPORATION ARTICLE 1 The name of the public benefit corporation is GreenLight Biosciences Holdings, PBC. ARTICLE 2 The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 1980 |
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| July 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Rafael Urquia II, Esq. c/o Fox Horan & Camerini LLP 885 Third Avenue, 17th Floor New York, NY 10022 (2 |
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| July 27, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) David Furneaux Kodiak Ventures Management Company, Inc. 11 Peter Grover Rd Bethel, ME 0421 |
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| July 27, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Lisa J. Forbes 110 N.W. 2nd Street, Suite 300 Bentonville, AR 72172 (479) 464-1500 (Name, Add |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Dean A. Shigenaga Chief Financial Officer Alexandria Venture Investments, LLC 26 North Euclid Avenue |
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| July 26, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Ramsay Ravenel The Jeremy and Hannelore Grantham Environmental Trust 53 State Street, 33rd F |
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| July 26, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Gregory Young MLSCF Management (Labuan), LLP Suite 26.03, Level 26, GTower 199, Jalan Tun |
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| July 26, 2023 |
SC 13D/A 1 ea182381-13da1contingreen.htm AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)* Greenlight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par valu |
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| July 26, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Michael Taylor The Board of Trustees of the Leland Stanford Junior University 635 Knight Way |
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| July 25, 2023 |
EX-99.1 2 d457540dex991.htm EX-99.1 CUSIP No. 39536G105 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D amendment to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D amendment (i |
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| July 25, 2023 |
Exhibit 99.3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such pe |
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| July 25, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / RPB VENTURES LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Ruth Eloise Beneby Shirley & Charlotte Streets, P.O. Box N-1175 Bahamas Financial Centre, 2nd Floor Nassau, Bahamas +1 ( |
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| July 25, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) Morningside Venture Investments Limited C/O THC Management Services S.A.M., 2nd Floor, Le Pri |
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| July 24, 2023 |
EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GREENLIGHT BIOSCIENCES HOLDINGS, PBC A PUBLIC BENEFIT CORPORATION ARTICLE 1 The name of the public benefit corporation is GreenLight Biosciences Holdings, PBC. ARTICLE 2 The address of the Corporation’s registered office in the State of Delaware is c/o The Corporation Trust Company, 1209 Orange Street, Wilmington, Delawa |
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| July 24, 2023 |
As filed with the Securities and Exchange Commission on July 24, 2023 S-8 POS As filed with the Securities and Exchange Commission on July 24, 2023 Registration No. |
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| July 24, 2023 |
As filed with the Securities and Exchange Commission on July 24, 2023 POS AM As filed with the Securities and Exchange Commission on July 24, 2023 Registration No. |
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| July 24, 2023 |
GreenLight Announces Completion of Merger with Fall Line Endurance Fund EX-99.2 Exhibit 99.2 GreenLight Announces Completion of Merger with Fall Line Endurance Fund Lexington, Mass., July 24, 2023 – GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced the closing of its previously announced merger with SW MergerCo, Inc. (“Merger Sub”) and SW ParentCo, Inc. (“Parent”), pursuant to which Merger Sub merged with and into Gree |
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| July 24, 2023 |
BYLAWS GREENLIGHT BIOSCIENCES HOLDINGS, PBC., a public benefit corporation ARTICLE I. EX-3.2 Exhibit 3.2 BYLAWS OF GREENLIGHT BIOSCIENCES HOLDINGS, PBC., a public benefit corporation ARTICLE I. OFFICES Section 1. Registered Office. The registered office shall be at the office of The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801. Section 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaw |
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| July 24, 2023 |
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): July 24, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) |
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| July 24, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Zahir Fares - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) Fares Zahir c/o TMF Nominees Ltd, 2nd Floor, The Grand Pavilion, Commercial Centre, 802 West Bay Road, |
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| July 24, 2023 |
EX-99.1 Exhibit 99.1 GreenLight Biosciences Announces Expiration of Tender Offer Period for Outstanding Shares Completion of Previously Announced Merger and Going Private Transaction Expected July 20, 2023 Lexington, Mass. – July 20, 2023 – GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced that it is initiating the final steps in closing its previo |
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| July 24, 2023 |
As filed with the Securities and Exchange Commission on July 24, 2023 As filed with the Securities and Exchange Commission on July 24, 2023 Registration No. |
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| July 20, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) GreenLight Biosciences Holdings, PBC (Name of Subject Company) GreenLight Biosciences Holdings, PBC (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title |
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| July 20, 2023 |
EX-99.(a)(5)(1) Exhibit (a)(5)(1) GreenLight Biosciences Announces Expiration of Tender Offer Period for Outstanding Shares Completion of Previously Announced Merger and Going Private Transaction Expected July 20, 2023 Lexington, Mass. – July 20, 2023 – GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced that it is initiating the final steps in closi |
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| July 20, 2023 |
EX-99.(a)(5)(C) Exhibit (a) (5) (C) GreenLight Biosciences Announces Expiration of Tender Offer Period for Outstanding Shares Completion of Previously Announced Merger and Going Private Transaction Expected July 20, 2023 Lexington, Mass. – July 20, 2023 – GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced that it is initiating the final steps in clo |
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| July 20, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Name of Subject Company (Issuer)) SW MergerCo, Inc. a wholly-owned subsidiary of (Name of Filing Person — Offeror) SW ParentCo, Inc. an affiliate of (Nam |
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| July 20, 2023 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 4) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of the Issuer) Fall Line Endurance Fund, LP (and the affiliated entities and other persons listed on the following page) (Name of Persons Filing Stat |
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| July 13, 2023 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 3) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of the Issuer) Fall Line Endurance Fund, LP (and the affiliated entities and other persons listed on the following page) (Name of Persons Filing Stat |
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| July 13, 2023 |
SC 14D9/A #3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) GreenLight Biosciences Holdings, PBC (Name of Subject Company) GreenLight Biosciences Holdings, PBC (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Ti |
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| July 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 29, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction |
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| July 11, 2023 |
SC 13E3/A #2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of the Issuer) Fall Line Endurance Fund, LP (and the affiliated entities and other persons listed on the following page) (Name of Persons Filing S |
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| July 11, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Name of Subject Company (Issuer)) SW MergerCo, Inc. a wholly-owned subsidiary of (Name of Filing Person — Offeror) SW ParentCo, Inc. an affiliate of (Nam |
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| July 11, 2023 |
SC 14D9/A #2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) GreenLight Biosciences Holdings, PBC (Name of Subject Company) GreenLight Biosciences Holdings, PBC (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Ti |
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| June 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) Maria H. Lurantos 60 Rantoul Street, #716, Beverly, MA 01915 978-578-7391 (Name, Address and Telephone Number of Person A |
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| June 21, 2023 |
EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL To accompany certificates of common stock, $0.0001 par value per share, of GreenLight Biosciences Holdings, PBC (“Common Stock”) To Tender Shares of Common Stock of GreenLight Biosciences Holdings, PBC at $0.30 Per Share in Cash Pursuant to the Offer to Purchase dated June 21, 2023 by SW MergerCo, Inc., an entity wholly-owned by SW ParentCo, |
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| June 21, 2023 |
EX-99.(a)(1)(F) Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is made solely by the Offer to Purchase (as defined below), dated June 21, 2023, and the related Letter of Transmittal (as defined below) and any amendments or supplements thereto. The Offer is not being made to, nor will |
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| June 21, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO (Form Type) GreenLight Biosciences Holdings, PBC (Name of Subject Company (Issuer)) SW MergerCo, Inc. |
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| June 21, 2023 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Name of Subject Company (Issuer)) SW MergerCo, Inc. a wholly-owned subsidiary of (Name of Filing Person — Offeror) SW ParentCo, Inc. an affiliate of (Name of Filing Person — |
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| June 21, 2023 |
SC 13E3/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 1) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of the Issuer) Fall Line Endurance Fund, LP (and the affiliated entities and other persons listed on the following page) (Name of Persons Filing Stat |
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| June 21, 2023 |
SC 14D9/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 21, 2023 |
EX-99.(a)(1)(E) Exhibit (a)(1)(E) Offer to Purchase for Cash All Outstanding Shares of Common Stock of GreenLight Biosciences Holdings, PBC at $0.30 Net Per Share by SW MergerCo, Inc. a wholly-owned subsidiary of SW ParentCo, Inc., an affiliate of Fall Line Endurance Fund, LP THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON JULY 19, 2023, UNLESS TH |
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| June 21, 2023 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase for Cash All Outstanding Shares of Common Stock of GreenLight Biosciences Holdings, PBC at $0.30 Net Per Share by SW MergerCo, Inc. a wholly-owned subsidiary of SW ParentCo, Inc., an affiliate of Fall Line Endurance Fund, LP THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON JULY 19, 2023, UNLESS TH |
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| June 21, 2023 |
EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of GreenLight Biosciences Holdings, PBC at $0.30 Net Per Share by SW MergerCo, Inc. A wholly-owned subsidiary of SW ParentCo, Inc., an affiliate of Fall Line Endurance Fund, LP THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON JULY 1 |
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| June 21, 2023 |
SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| June 21, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) GreenLight Biosciences Holdings, PBC (Exact Name of Registrant as Specified in its Charter) Table 1 - Transaction Value Transaction Valuation Fee Rate Amount of Filing Fee Fees to Be Paid $9,348,082. |
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| June 21, 2023 |
SC 13E3 1 d522502dsc13e3.htm SC 13E3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) Rule 13e-3 Transaction Statement Under Section 13(e) of the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of the Issuer) Fall Line Endurance Fund, LP (and the affiliated entities and other persons listed on the following page) (Name of Persons Fi |
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| June 21, 2023 |
EX-99.(a)(1)(C) Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY For Tender of Shares of Common Stock of GreenLight Biosciences Holdings, PBC at $0.30 Net Per Share by SW MergerCo, Inc. a wholly-owned subsidiary of SW ParentCo, Inc., an affiliate of Fall Line Endurance Fund, LP THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON JULY 19, 2023, UNLESS T |
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| June 21, 2023 |
EX-99.(a)(5)(A) Exhibit (a)(5)(A) May 29, 2023 Special Committee of the Board of Directors GreenLight Biosciences Holdings, PBC 29 Hartwell Avenue Lexington, MA 02421 Members of the Special Committee: You have requested our opinion as to the fairness, from a financial point of view, to holders of common stock, par value $0.0001 per share (“Company Common Stock”), of GreenLight Biosciences Holdings |
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| June 21, 2023 |
EX-99.(a)(5)(B) May 29, 2023 Discussion Materials for Project Star Wars ROTH CAPITAL PARTNERS, LLC Member FINRA/SIPC www.roth.com Confidential Roth Capital Partners, LLC Corporate Office: 888 San Clemente Drive, Newport Beach, CA 92660 | 949.720.5700 | 800.678.9147 | www.roth.com | Member SIPC / FINRA Regional Offices: Chicago, IL | Los Angeles, CA | Miami Beach, FL | New York, NY | San Francisco, |
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| June 16, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Eric O’Brien Fall Line Capital, LLC 160 Bovet Rd., Suite 310, San Mateo, CA 94402 650-235- |
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| June 14, 2023 |
EX-99.1 Exhibit 99.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merg |
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| June 14, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.2 Exhibit 99.2 Final Form Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein |
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| June 14, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Furneaux Carol - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Carol Furneaux 17B Harrison St. Newburyport, MA 01950 978-853-3687 (Name, Address and Telephone |
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| June 13, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Cummings Foundation, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) William F. Grant, CFO Cummings Foundation, Inc. 200 W Cummings Park Woburn, MA 01801 781-932-7036 (Name, Address and Tel |
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| June 13, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Anderson Eric Senior Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Eric S. Anderson 25 N Hill Road Westford, MA 01886 781-983-2211 (Name, Address and Telephone Number of Person Authorized |
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| June 13, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Clarke Dennis A. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Dennis A. Clarke 6 Fernway Terrace Winchester, MA 01890 339-221-8296 (Name, Address and Telephone Number of Person Autho |
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| June 13, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Brewster David B - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) David B. Brewster 46 Brewster Street, Cambridge, MA 02138 617-492-2020 (Name, Address and Telephone Number of Person Auth |
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| June 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Greenlight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Larissa Teipner CG Investments Inc. VI 535 Madison Avenue New York City, New York 10022 212-389-8109 ( |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Anna Senczuk 393 Main St, North Andover, MA 01845 206-910-0636 (Name, Address and Telephone Number of Person Authorized |
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| June 9, 2023 |
Exhibit 99.3 EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree as follows: (i) Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf of each of them; and (ii) Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the i |
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| June 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Rafael Urquia II, Esq. c/o Fox Horan & Camerini LLP 885 Third Avenue, 17th Floor New York, NY 10022 (21 |
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| June 8, 2023 |
EX-99.3 EXHIBIT 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, Alfa Holdings, Inc., an British Virgin Islands corporation, and Ricardo A. Sagrera agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $0.0001 per sh |
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| June 8, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Steinberg Michael Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Michael Steinberg 5 Azalea Court Scarsdale, NY 10583 (646) 824-1010 (Name, Address and Telephone Number of Person Author |
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| June 8, 2023 |
EX-99.1 2 planofmerger.htm Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Mer |
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| June 8, 2023 |
EX-99.1 Exhibit 1 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DOCUMENT HAS BEEN ENTERED INTO BETWEEN THE PARTIES. THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES IDENTIFIED HEREIN. |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Jason M. Gillian 50 Beverly Dr Durham NC, 27707 919 538 4340 (Name, Address and Telephone Number of Person Authorized to |
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| June 8, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Zahir Fares - EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. |
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| June 8, 2023 |
EX-99.3 Exhibit 99.3 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Dean A. Shigenaga Chief Financial Officer Alexandria Venture Investments, LLC 26 North Euclid Avenue P |
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| June 8, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Information to be included in statements filed pursuant to Rule 13d-1(a) and amendments thereto filed pursuant to Rule 13d-2(a) Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Himanshu Hemant Dhamankar c/o GreenLight Biosciences Holdings, PBC 29 Hartwell Avenue Lexington, MA 02421 (Name, Address |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Michael Ruettgers 453 Bedford Road Carlisle, MA 01741 978-369-4886 (Name, Address and Telephone Number |
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| June 8, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Zahir Fares - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) Fares Zahir c/o TMF Nominees Ltd, 2nd Floor, The Grand Pavilion, Commercial Centre, 802 West Bay Road, |
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| June 8, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Sagar Rosemary Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Rosemary Sagar 1643 Brickell Ave Miami, FL 33129 (646) 420-5715 (Name, Address and Telephone Number of Person Authorized |
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| June 8, 2023 |
EX-99.4 EXHIBIT 4 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, Alfa Holdings, Inc., an British Virgin Islands corporation, and Ricardo A. Sagrera agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any amendments thereto) with respect to the common stock, par value $0.0001 per sh |
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| June 8, 2023 |
EX-99.3 Exhibit 99.3 JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.2 Exhibit 2 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [ ] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein shall have t |
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| June 8, 2023 |
SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT Exhibit 99.2 SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Secured Convertible Note Purchase Agreement, dated as of May 29, 2023 (this “Agreement”), is entered into by and among SW ParentCo, Inc., a Delaware corporation (the “Company”), and the undersigned persons and entities (each an “Investor” and, collectively, the “Investors”). WHEREAS, the Company has entered into that c |
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| June 8, 2023 |
Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merger 7 1.8 Certificate of In |
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| June 8, 2023 |
EX-99.1 Exhibit 99.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merg |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.3 4 contribexchangeagreement.htm Exhibit 99.3 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [ ] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used b |
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| June 8, 2023 |
Exhibit 99.4 Joint Filing Agreement In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Sto |
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| June 8, 2023 |
SC 13D 1 d377652dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. N/A)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Carlos A. Gonzalez May c/o Rivas Capital LLC 104 Mt Auburn St, Su |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Ifeyinwa Iwuchukwu 9 Wyman Road, Billerica MA 01821 865-621-6760 (Name, Address and Telephone Number of Person Authorize |
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| June 8, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Macadino Caitlin - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Caitlin Macadino 8 Copley Place, Billerica, MA 01821 617-543-7717 (Name, Address and Telephone Number of Person Authoriz |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Serum Life Sciences Ltd 15 Grosvenor Street London England W1K 4QZ (Name, Address and Telephone Number of Person Authori |
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| June 8, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. N/A)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Ricardo A. Sagrera 801 Brickell Avenue Miami, Florida 33131 (786) 252-7993 (Name, Address an |
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| June 8, 2023 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D Exhibit 99.3 AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the unde |
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| June 8, 2023 |
Joint Filing Agreement (filed herewith). Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be r |
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| June 8, 2023 |
EX-99.1 Exhibit 99.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merg |
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| June 8, 2023 |
EX-99.2 Exhibit 99.2 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DOCUMENT HAS BEEN ENTERED INTO BETWEEN THE PARTIES. THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES IDENTIFIED HERE |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.3 Exhibit 99.3 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [ ] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein shall hav |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock (Title of Class of Securities) 39536G105 (CUSIP Number) Neb Obradovic Cormorant Asset Management, LP 200 Clarendon Street, 52nd Floor Boston, MA 02116 Tel. No.: 857-702-0386 (Name, Address |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Sweta Gupta 102 Harlow St, Arlington 02474 617-306-3375 (Name, Address and Telephone Number of Person Authorized to Rece |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Karthikeyan Ramachandriya Dharman 8 Cardinal Street, Winchester, MA 01890 405-338-8660 (Name, Address and Telephone Numb |
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| June 8, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Skizim Nicholas John Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Nicholas J. Skizim 22 Crowley Ave, Dedham, MA 02026 713-201-2961 (Name, Address and Telephone Number of Person Authorize |
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| June 8, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Gregory T. Lucier RiverRoad Capital Partners, LLC 510 E. Hyman Avenue, Suite 21 Aspen, CO 81611 (760) 481-5664 Wi |
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| June 8, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Michael Taylor The Board of Trustees of the Leland Stanford Junior University 635 Knight Way St |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.2 3 d462932dex992.htm EX-99.2 Exhibit 99.2 Final Form Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms |
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| June 8, 2023 |
EX-99.1 Exhibit 1 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DOCUMENT HAS BEEN ENTERED INTO BETWEEN THE PARTIES. THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG THE PARTIES IDENTIFIED HEREIN. |
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| June 8, 2023 |
SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT Exhibit 99.2 SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Secured Convertible Note Purchase Agreement, dated as of May 29, 2023 (this “Agreement”), is entered into by and among SW ParentCo, Inc., a Delaware corporation (the “Company”), and the undersigned persons and entities (each an “Investor” and, collectively, the “Investors”). WHEREAS, the Company has entered into that c |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT Exhibit 99.3 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [ ] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein shall have the me |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT Exhibit 99.3 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [ ] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein shall have the me |
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| June 8, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / Aulisa Lorenzo - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Lorenzo Aulisa 9 Whitetail Way, Bangor, ME 04401 314-546-6444 (Name, Address and Telephone Number of Person Authorized t |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Continental Grain Company 767 Fifth Avenue, 15th Floor New York, NY 10153-0015 212-207-5100 Attention: |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT Exhibit 99.2 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of May 29, 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and Conti Greenlight Investors, LP (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not d |
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| June 8, 2023 |
SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT EX-99.2 Exhibit 2 SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Secured Convertible Note Purchase Agreement, dated as of May 29, 2023 (this “Agreement”), is entered into by and among SW ParentCo, Inc., a Delaware corporation (the “Company”), and the undersigned persons and entities (each an “Investor” and, collectively, the “Investors”). WHEREAS, the Company has entered into t |
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| June 8, 2023 |
SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT Exhibit 99.2 SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Secured Convertible Note Purchase Agreement, dated as of May 29, 2023 (this “Agreement”), is entered into by and among SW ParentCo, Inc., a Delaware corporation (the “Company”), and the undersigned persons and entities (each an “Investor” and, collectively, the “Investors”). WHEREAS, the Company has entered into that c |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.2 Exhibit 99.2 Final Form Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Greenlight Biosciences Holdings, PBC (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) c/o Ana Mondedeu Insunza Insud Pharma, S.L. Calle de Manuel Pombo Angulo, No. 28, 3rd Floor 28050 Madr |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Tim Woodward One Ferry Building, Suite 300 San Francisco, CA 94111 415-729-1270 (Name, Address and Tel |
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| June 8, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Lori D. Mills Tao Capital Management LP 1 Letterman Drive, Suite C4-420 San Francisco, CA 94129 |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Anna Senczuk 393 Main St, North Andover, MA 01845 206-910-0636 (Name, Address and Telephone Number of Person Authorized |
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| June 8, 2023 |
US39536G1058 / GREENLIGHT BIOSCIENCES HOLDINGS PBC A / New Stuff, LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Theodore J. Theophilos Two North Riverside Plaza, Suite 1240 Chicago, Illinois 60606 (312) 466- |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Meg Lane 120 S. Central Avenue, Suite 1000 St. Louis, MO 63105 (314) 392-5259 (Name, Address and Telephone Number of Per |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.3 Exhibit 3 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [ ] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein shall have t |
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| June 8, 2023 |
Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merger 7 1.8 Certificate of In |
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| June 8, 2023 |
EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.0001 per share, of GreenLight Biosciences Holdings, PBC, and further agree th |
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| June 8, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT Exhibit 99.1 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of May 29, 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and Continental Grain Company (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not define |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Roger Richard 118 Stallion Hill Rd, Fiskdale, MA 01518 774-757-7109 (Name, Address and Telephone Number of Person Author |
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| June 7, 2023 |
EX-99.1 2 d502744dex991.htm EX-99.1 Exhibit 99.1 CUSIP No. 39536G 105 Page 11 of 11 Joint Filing Agreement In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the common stock, par value $0.0001 per share (the |
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| June 7, 2023 |
SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT EX-99.2 Exhibit 99.2 SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Secured Convertible Note Purchase Agreement, dated as of May 29, 2023 (this “Agreement”), is entered into by and among SW ParentCo, Inc., a Delaware corporation (the “Company”), and the undersigned persons and entities (each an “Investor” and, collectively, the “Investors”). WHEREAS, the Company has entered int |
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| June 7, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.3 Table of Contents Exhibit 99.3 Confidential Draft Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of May 29, 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and Morningside Venture Investments Ltd. (the “Rollover Investor”), on the other hand. Except as otherwise |
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| June 7, 2023 |
Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merger 7 1.8 Certificate of In |
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| June 7, 2023 |
EX-99.1 CUSIP No. 39536G105 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D amendment to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D amendment (including amendments thereto) |
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| June 7, 2023 |
SC 13D/A CUSIP No. 39536G105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) Morningside Venture Investments Limited C/O THC Management Services S.A.M |
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| June 7, 2023 |
SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT Exhibit 99.2 SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Secured Convertible Note Purchase Agreement, dated as of May 29, 2023 (this “Agreement”), is entered into by and among SW ParentCo, Inc., a Delaware corporation (the “Company”), and the undersigned persons and entities (each an “Investor” and, collectively, the “Investors”). WHEREAS, the Company has entered into that c |
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| June 7, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT Exhibit 99.3 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [ ] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein shall have the me |
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| June 7, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Ramsay Ravenel The Jeremy and Hannelore Grantham Environmental Trust 53 State Street, 33rd Floo |
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| June 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Jan Haas 200 Summit Drive, 2nd Floor Burlington, Massachusetts 01803 (617) 899-0294 (Name, Address and Telephone Number |
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| June 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Marta Ortega-Valle c/o GreenLight Biosciences Holdings, PBC 29 Hartwell Avenue Lexington, MA 02421 (617) 616-8188 (Name, |
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| June 6, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.3 Exhibit 99.3 Final Form Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein |
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| June 6, 2023 |
EX-99.1 2 d467456dex991.htm EX-99.1 Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of GreenLight Biosciences Holdings, PBC shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. IN WITNESS WHEREOF, the undersigned hereby execut |
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| June 6, 2023 |
EX-99.2 3 d467456dex992.htm EX-99.2 Exhibit 99.2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholde |
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| June 6, 2023 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Gregory Young MLSCF Management (Labuan), LLP Suite 26.03, Level 26, GTower 199, Jalan Tun Razak |
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| June 5, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.2 Exhibit 99.2 Final Form Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein |
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| June 5, 2023 |
EX-99.1 Exhibit 99.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merg |
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| June 5, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) David Furneaux Kodiak Ventures Management Company, Inc. 11 Peter Grover Rd Bethel, ME 0421 |
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| May 31, 2023 |
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, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) ( |
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| May 30, 2023 |
EX-2.1 Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 1.1 The Offer 2 1.2 Company Actions 5 1.3 The Merger 7 1.4 Closing 7 1.5 Effective Time 7 1.6 Merger Without Meeting of Stockholders 7 1.7 Effects of the Merger 7 1.8 Certificate |
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| May 30, 2023 |
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 29, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) ( |
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| May 30, 2023 |
EX-99.1 2 d474103dex991.htm EX-99.1 Exhibit 99.1 AGREEMENT AND PLAN OF MERGER by and among SW PARENTCO, INC. SW MERGERCO, INC. and GreenLight Biosciences Holdings, PBC Dated as of May 29, 2023 NO AGREEMENT, ORAL OR WRITTEN, REGARDING OR RELATING TO ANY OF THE MATTERS COVERED BY THIS DOCUMENT HAS BEEN ENTERED INTO BETWEEN THE PARTIES. THIS DOCUMENT IS INTENDED SOLELY TO FACILITATE DISCUSSIONS AMONG |
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| May 30, 2023 |
CONTRIBUTION AND EXCHANGE AGREEMENT EX-99.3 Exhibit 99.3 Privileged & Confidential CONTRIBUTION AND EXCHANGE AGREEMENT THIS CONTRIBUTION AND EXCHANGE AGREEMENT (this “Agreement”) is made as of [], 2023, by and between SW ParentCo, Inc., a Delaware corporation (“Parent”), on the one hand, and [ ] (the “Rollover Investor”), on the other hand. Except as otherwise set forth herein, capitalized terms used but not defined herein shall hav |
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| May 30, 2023 |
SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT EX-99.2 Exhibit 99.2 SW PARENTCO, INC. SECURED CONVERTIBLE NOTE PURCHASE AGREEMENT This Secured Convertible Note Purchase Agreement, dated as of May 29, 2023 (this “Agreement”), is entered into by and among SW ParentCo, Inc., a Delaware corporation (the “Company”), and the undersigned persons and entities (each an “Investor” and, collectively, the “Investors”). WHEREAS, the Company has entered int |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 GreenLight Biosciences Holdings, PBC (Name of Subject Company) GreenLight Biosciences Holdings, PBC (Name of Persons Filing Statement) Common Stock, Par Value $0.0001 Per Share (Title of Class of Se |
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| May 30, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Eric O’Brien Fall Line Capital, LLC 119 South B Street, San Mateo, CA 94401 650-520-6790 ( |
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| May 30, 2023 |
EX-99.1 Exhibit 99.1 GreenLight Biosciences Enters into Definitive Merger Agreement with Consortium Led by Fall Line Endurance Fund for Go-Private Transaction Lexington, Mass., May 30, 2023 — GreenLight Biosciences Holdings, PBC (NASDAQ: GRNA) (“GreenLight” or the “Company”) today announced that the Company has entered into a definitive agreement (the “Merger Agreement”) to be acquired by a group |
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| May 30, 2023 |
EX-4.1 Exhibit 4.1 THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THIS NOTE IS SUBJECT TO (I) THAT CERTAIN SUBORDINATION AGREEMENT D |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39894 GreenLight Biosciences Holdings, PBC (Exact Name of Registrant as Specified in its Charter) Delaware 85-1914700 (State or other jurisdiction of incorporation or organization) (I. |
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| May 11, 2023 |
EX-99 2 grna-ex991.htm EX-99.1 GreenLight Biosciences Announces First Quarter 2023 Financial Results and Highlights Recent Company Progress BOSTON, May 11, 2023—GreenLight Biosciences, PBC (Nasdaq: GRNA), a biotechnology company dedicated to making RNA products affordable and accessible for human health and agriculture, today reported operational highlights and financial results for the first quar |
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| May 11, 2023 |
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 11, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) ( |
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| March 30, 2023 |
GreenLight Biosciences Holdings Confirms Receipt of Indication of Interest from Fall Line GreenLight Biosciences Holdings Confirms Receipt of Indication of Interest from Fall Line BOSTON, Mass. |
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| March 30, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G 105 (CUSIP Number) Eric O’Brien Fall Line Capital, LLC 119 South B Street, San Mateo, CA 94401 650-520-6790 ( |
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| March 30, 2023 |
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): March 30, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) |
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| March 28, 2023 |
Employment Offer Letter, dated February 7, 2021, between GreenLight Biosciences, Inc. and Amin Khan. Certain identified information has been omitted from this exhibit because it is not material and of the type that the reigstrant treats as private or confidential. |
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| March 28, 2023 |
Exhibit 21.1 GreenLight Biosciences Holdings, PBC List of Subsidiaries Name of Subsidiary* Jurisdiction GreenLight Biosciences, Inc. (100%) Delaware, United States of America GreenLight Security Corporation (100%) Massachusetts, United States of America GreenLight Biosciences Espana, S.L. (100%) Spain * Percentage in parentheses indicates GreenLight Bioscience Holdings, PBC’s direct or indirect pe |
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| March 28, 2023 |
As filed with the Securities and Exchange Commission on March 28, 2023 POS AM Table of Contents As filed with the Securities and Exchange Commission on March 28, 2023 Registration Statement No. |
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| March 28, 2023 |
Lease Agreement, dated March 9, 2022 between ARE-MA Region No.8, LLC GreenLight Biosciences, Inc. DocuSign Envelope ID: 3D9421BF-E23B-4F57-8C3D-FC854D1C296D LEASE AGREEMENT DocuSign Envelope ID: 3D9421BF-E23B-4F57-8C3D-FC854D1C296D DocuSign Envelope ID: 3D9421BF-E23B-4F57-8C3D-FC854D1C296D THIS LEASE AGREEMENT (this “Lease”) is made this 9day of March, 2022, between ARE-MA REGION NO. |
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| March 28, 2023 |
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): March 28, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) |
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| March 28, 2023 |
GreenLight Biosciences Announces Fourth Quarter and Full Year 2022 Financial Results GreenLight Biosciences Announces Fourth Quarter and Full Year 2022 Financial Results - Two agriculture solutions now under regulatory review, pending EPA approval: Calantha™, a solution to protect potatoes, and a separate solution to protect honeybees from Varroa mite - Updated clinical strategy to accelerate development of its next-generation Covid vaccine candidate; decision to advance universal |
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| March 28, 2023 |
Execution Version Certain identified information has been omitted from this exhibit because it is not material and of the type that the reigstrant treats as private or confidential. |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-39894 GreenLight Bios |
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| March 9, 2023 |
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): March 09, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) |
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| March 9, 2023 |
GreenLight Biosciences Outlines Development Strategy and Highlights Portfolio Updates at Human Health R&D Day - Progressing human health pipeline conferring mRNA platform advantages for infectious disease and personalized oncology medicines; pursuing capital efficient strategy targeting unmet medical needs, in both the developed and lower- and middle-income countries (LMICs), pairing focused R&D spend with partnerships - Accelerating development of next-generation COVID vaccine candidate; decision to advance universal pan-sarbecovirus vaccine candidate in place of mono-valent Wuhan based antigen. |
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| March 9, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267619 Prospectus Supplement No. 6 (To Prospectus dated October 5, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 114,692,259 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 6 (this “Prospectus Supplement”) amends and supplements the prospectus dated October 5, 2022 (as amen |
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| March 7, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267619 Prospectus Supplement No. 5 (To Prospectus dated October 5, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 114,692,259 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 5 (this “Prospectus Supplement”) amends and supplements the prospectus dated October 5, 2022 (as amen |
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| March 7, 2023 |
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): March 07, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) |
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| March 7, 2023 |
EX-99 2 grna-ex991.htm EX-99.1 GreenLight Biosciences Outlines Development Strategy and Highlights Portfolio Updates at Plant Health R&D Day BOSTON, March 7, 2023 — GreenLight Biosciences (Nasdaq: GRNA), a public benefit corporation striving to deliver on the full potential of RNA to address some of the world’s toughest problems in human health and agriculture, will today outline its pipeline stra |
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| February 14, 2023 |
SC 13G/A 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock (Title of Class of Securities) 39536G105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to d |
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| February 14, 2023 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) 12/31/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box |
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| February 1, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits, Other Events 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): January 27, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporatio |
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| February 1, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267619 Prospectus Supplement No. 4 (To Prospectus dated October 5, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 114,692,259 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 4 (this “Prospectus Supplement”) amends and supplements the prospectus dated October 5, 2022 (as amen |
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| February 1, 2023 |
GreenLight Biosciences receives approval to initiate Phase I/II clinical trial of Covid-19 mRNA vaccine candidate • The Rwanda FDA has given regulatory approval to GreenLight to start a Phase I/II clinical trial of its Covid-19 vaccine candidate in Rwanda • This phase I/II clinical trial is the first step in GreenLight’s integrated strategy of bringing a universal Covid-19 mRNA vaccine to market globally. |
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| January 30, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GreenLight Biosciences Holdings, PBC (formerly known as Environmental Impact Acquisition Corp.) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) December 31, 2022 (Date of event which requires filing |
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| January 9, 2023 |
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): January 08, 2023 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporatio |
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| January 9, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267619 Prospectus Supplement No. 3 (To Prospectus dated October 5, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 114,692,259 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 3 (this “Prospectus Supplement”) amends and supplements the prospectus dated October 5, 2022 (as amen |
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| January 9, 2023 |
GreenLight Biosciences and EpiVax Therapeutics Sign Exclusive Collaboration Agreement to Develop Personalized Cancer Vaccines ● The effort will combine GreenLight’s mRNA design and manufacturing expertise with EpiVax’s advanced Ancer® pipeline for personalized cancer vaccine design ● EpiVax Therapeutics, Inc. |
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| November 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q c UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39894 GreenLight Biosciences Holdings, PBC (Exact Name of Registrant as Specified in its Charter) Delaware 85-1914700 (State or other jurisdiction of incorporation or organization) (I. |
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| November 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 09, 2022 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporati |
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| November 9, 2022 |
GreenLight Biosciences Announces Third Quarter 2022 Financial Results and Highlights Recent Company Progress ? Working toward clinical trial initiation for COVID vaccine candidate in 2023 ? Shingles vaccine candidate selection planned for 2023 in partnership with Serum Institute of India ? Calantha?, Colorado potato beetle solution, commercial launch planned for 2023, subject to regulatory approval ? Honeybee solution EPA submission planned for 2023 ? Strategic realignment focused on near-term value drivers. |
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| November 9, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267619 Prospectus Supplement No. 2 (To Prospectus dated October 5, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 114,692,259 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 2 (this ?Prospectus Supplement?) updates, amends and supplements the prospectus dated October 5, 2022 |
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| October 12, 2022 |
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): October 11, 2022 GreenLight Biosciences Holdings, PBC (Exact name of Registrant as Specified in Its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporatio |
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| October 12, 2022 |
GreenLight Biosciences announces realignment to focus on near-term value drivers GreenLight Biosciences announces realignment to focus on near-term value drivers BOSTON, MA, October 12, 2022?GreenLight?Biosciences (Nasdaq: GRNA), a public benefit corporation striving to bring effective and safe solutions to make food clean and affordable for everyone and dedicated to developing health solutions for every person on our planet, today announced a realignment to focus on key near-term value drivers and extend its cash runway. |
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| October 12, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-267619 Prospectus Supplement No. 1 (To Prospectus dated October 5, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 114,692,259 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 1 (this ?Prospectus Supplement?) amends and supplements the prospectus dated October 5, 2022 (as amen |
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| October 6, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267619 PROSPECTUS GreenLight Biosciences Holdings, PBC 114,692,259 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale, from time to time, of up to 114,692,259 shares of our common stock, par value $0.0001 per share (?Common Stock?), by the selling s |
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| October 4, 2022 |
GreenLight Biosciences Holdings, PBC 200 Boston Avenue Medford, Massachusetts 02155 GreenLight Biosciences Holdings, PBC 200 Boston Avenue Medford, Massachusetts 02155 October 4, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 3, 2022 |
United States securities and exchange commission logo October 3, 2022 Andrey Zarur President and Chief Executive Officer GreenLight Biosciences Holdings, PBC 200 Boston Avenue Medford, MA 02155 Re: GreenLight Biosciences Holdings, PBC Registration Statement on Form S-1 Filed September 26, 2022 File No. |
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| September 26, 2022 |
Exhibit 10.35 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this ?First Amendment?) is made as of September 12, 2022, by and between ARE-NC REGION NO. 17, LLC, a Delaware limited liability company (?Landlord?), and GREENLIGHT BIOSCIENCES INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are now parties to that certain Lease Agreement dated as of September 30, 2021, |
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| September 26, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GreenLight Biosciences Holdings, PBC (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1)(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common stock, par value $0. |
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| September 26, 2022 |
Exhibit 10.34 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made this 9 day of March, 2022, between ARE-MA REGION NO. 8, LLC, a Delaware limited liability company (?Landlord?), and GREENLIGHT BIOSCIENCES INC., a Delaware corporation (?Tenant?). Building: 29 Hartwell Avenue, Lexington, Massachusetts Premises: The entire Building, containing approximately 59,000 rentable square feet, as det |
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| September 26, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GREENLIGHT Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GREENLIGHT The following discussion and analysis of the financial condition and results of operations of GreenLight Biosciences, Inc. and its consolidated subsidiaries should be read together with GreenLight?s audited consolidated financial statements as of and for the years ended December 31, 202 |
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| September 26, 2022 |
Financial Statements and Exhibits, Other Events 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): September 26, 2022 GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Exact name of registrant as specified in its charter) Delaware 001-39894 85-1914700 (State or other jurisdiction of incorporat |
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| September 26, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Financial Statements for GreenLight Biosciences, Inc. (accounting predecessor to GreenLight Biosciences Holdings, PBC): Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-3 Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 F-4 Consolidated State |
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| September 26, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-262574 Prospectus Supplement No. 4 (To Prospectus dated April 6, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 86,631,958 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 4 (this ?Prospectus Supplement?) updates, amends and supplements the prospectus dated April 6, 2022 (as |
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| September 26, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on September 2 6 , 2022 Registration No. |
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| September 26, 2022 |
Exhibit 10.36 THIRD AMENDMENT TO LEASE THIS THIRD AMENDMENT TO LEASE (this ?Third Amendment?) is made as of September 12, 2022, by and between ARE-NC REGION NO. 17, LLC, a Delaware limited liability company (?Landlord?), and GREENLIGHT BIOSCIENCES INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are now parties to that certain Lease Agreement dated as of January 15, 2019, a |
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| August 15, 2022 |
Exhibit 10.1 SUBSCRIPTION AGREEMENT August 11, 2022 GreenLight Biosciences Holdings, PBC, a Delaware corporation (formerly known as Environmental Impact Acquisition Corp.) (the ?Company?), is seeking commitments from interested investors to purchase shares of the Company?s Common Stock, par value $0.0001 per share (the ?Common Stock?), for a purchase price of $[]1 per share (the ?Purchase Price pe |
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| August 15, 2022 |
Exhibit 99.1 GreenLight Biosciences Announces Second Quarter 2022 Financial Results and Highlights Recent Company Progress ? GreenLight raised $108.4 million in private placement led by S2G Ventures with strong participation from existing and new investors with cash expected to fund critical programs through the first half of 2023. ? GreenLight and Samsung Biologics completed their first commercia |
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| August 15, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-262574 Prospectus Supplement No. 3 (To Prospectus dated April 6, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 86,631,958 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 3 (this ?Prospectus Supplement?) updates, amends and supplements the prospectus dated April 6, 2022 (as |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q c UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39894 GreenLight Biosciences Holdings, PBC (Exact Name of Registrant as Specified in its Charter) Delaware 85-1914700 (State or other jurisdiction of incorporation or organization) (I. |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 11, 2022 GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Exact Name of Registrant as Specified in its Charter) Delaware 001-39894 85-1914700 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No. |
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| August 1, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): August 1, 2022 GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Exact name of registrant as specified in its charter) Delaware 001-39894 85-1914700 (State or other jurisdiction of incorporation) |
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| August 1, 2022 |
Exhibit 99.1 GreenLight Biosciences and Samsung Biologics complete first commercial-scale engineering run for mRNA Covid-19 vaccine ? GreenLight?s messenger RNA production process is transferable to large-scale equipment and CMO facilities ? Technology transfer and scale-up from lab bench to Samsung?s commercial facility was completed in seven months ? GreenLight?s mRNA synthesis reaction had a ti |
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| July 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): July 29, 2022 GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Exact name of registrant as specified in its charter) Delaware 001-39894 85-1914700 (State or other jurisdiction of incorporation) |
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| July 29, 2022 |
NIH, GreenLight Biosciences to collaborate on COVID-19 vaccine development for new variants Exhibit 99.1 NIH, GreenLight Biosciences to collaborate on COVID-19 vaccine development for new variants BOSTON, July 29, 2022?GreenLight Biosciences has announced a collaboration with the National Institutes of Health (NIH) to develop COVID-19 vaccines that are more broadly protective against new variants and with longer-lasting effects. ?This is a tremendous opportunity for us to partner with a |
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| June 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. 1) c UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q/A (Amendment No. |
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| June 1, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-262574 Prospectus Supplement No. 2 (To Prospectus dated April 6, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 86,631,958 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 2 (this ?Prospectus Supplement?) updates, amends and supplements the prospectus dated April 6, 2022 (as |
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| May 18, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-262574 Prospectus Supplement No. 1 (To Prospectus dated April 6, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 86,631,958 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 1 (this ?Prospectus Supplement?) updates, amends and supplements the prospectus dated April 6, 2022 (as |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q c UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39894 GreenLight Biosciences Holdings, PBC (Exact Name of Registrant as Specified in its Charter) Delaware 85-1914700 (State or other jurisdiction of incorporation or organization) (I. |
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| April 12, 2022 |
GreenLight Biosciences Holdings, PBC 2022 Equity and Incentive Plan EXHIBIT 99.1 GREENLIGHT BIOSCIENCES HOLDINGS, PBC 2022 EQUITY AND INCENTIVE PLAN Section 1. Purposes of the Plan The purposes of the GreenLight Biosciences Holdings, PBC 2022 Equity and Incentive Plan (the ?Plan?) are to (i) provide long-term incentives and rewards to those employees, officers, directors and other key persons (including consultants) of GreenLight Biosciences Holdings, PBC (the ?Co |
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| April 12, 2022 |
As filed with the Securities and Exchange Commission on April 12, 2022 As filed with the Securities and Exchange Commission on April 12, 2022 Registration No. |
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| April 12, 2022 |
EXHIBIT 99.2 GREENLIGHT BIOSCIENCES HOLDINGS, PBC 2022 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose of the Plan The purpose of the GreenLight Biosciences Holdings, PBC 2022 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of GreenLight Biosciences Holdings, PBC (the ?Company?) and each Designated Company (as defined below) with the opportunity to purchase shares of the Company |
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| April 12, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GreenLight Biosciences Holdings, PBC (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0. |
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| April 7, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-262574 PROSPECTUS GreenLight Biosciences Holdings, PBC 86,631,958 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale, from time to time, of up to 86,631,958 shares of our common stock, par value $0.0001 per share (?Common Stock?), by the selling sec |
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| April 5, 2022 |
Exhibit 10.32 Confidential Certain identified information has been omitted from this exhibit because it is not material and of the type that the registrant treats as private or confidential. [***] indicates that information has been omitted. LICENSE AGREEMENT BETWEEN SERUM INSTITUTE OF INDIA PRIVATE LIMITED AND GREENLIGHT BIOSCIENCES, INC. Confidential LICENSE AGREEMENT This License Agreement (thi |
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| April 5, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on April 5, 2022 Registration No. |
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| March 31, 2022 |
Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS Page Financial Statements for GreenLight Biosciences, Inc. (accounting predecessor to GreenLight Biosciences Holdings, PBC): Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-3 Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 F-4 Consolidated State |
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| March 31, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GREENLIGHT Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GREENLIGHT The following discussion and analysis of the financial condition and results of operations of GreenLight Biosciences, Inc. and its consolidated subsidiaries should be read together with GreenLight?s audited consolidated financial statements as of and for the years ended December 31, 202 |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-39894 GREENLIGHT BIOS |
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| March 31, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 2, 2022 GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Exact name of registrant as specified in its charter) Delaware 001-39894 85-1914700 (State or other jurisdic |
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| March 31, 2022 |
Exhibit 4.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description summarizes certain important terms of the securities of GreenLight Biosciences Holdings, PBC, formerly Environmental Impact Acquisition Corp. (?we,? ?us,? ?our,? the ?Company? or ?New GreenLight?) as of March 15, 2022. Because the following descr |
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| March 17, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-262574 Prospectus Supplement No. 1 (To Prospectus dated February 14, 2022) GREENLIGHT BIOSCIENCES HOLDINGS, PBC 86,631,958 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 1 (this ?Prospectus Supplement?) updates, amends and supplements the prospectus dated February 14, 2 |
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| March 17, 2022 |
Entry into a Material Definitive Agreement 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): March 11, 2022 GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Exact name of registrant as specified in its charter) Delaware 001-39894 85-1914700 (State or other jurisdiction of incorporation) |
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| February 25, 2022 |
GRNA / GreenLight Biosciences Inc / Fall Line Endurance GP, LLC Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 15, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-262574 PROSPECTUS GreenLight Biosciences Holdings, PBC 86,631,958 Shares of Common Stock 10,350,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the resale, from time to time, of up to 86,631,958 shares of our common stock, par value $0.0001 per share (?Common Stock?), by the selling sec |
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| February 15, 2022 | ||
| February 14, 2022 |
GREENLIGHT BIOSCIENCES, INC. ENVIRONMENTAL IMPACT ACQUISITION CORP. Exhibit 99.6 GREENLIGHT BIOSCIENCES, INC. ENVIRONMENTAL IMPACT ACQUISITION CORP. December 21, 2021 MVIL, LLC c/o 22nd Floor, Hang Lung Centre 2-20 Paterson St., Causeway Bay, HK Re: Payment of Purchase Price under Subscription Agreement Ladies and Gentlemen: This letter will confirm our agreement that pursuant to and effective as of your purchase of one or more Convertible Instruments (the ?Instru |
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| February 14, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of February 14, 2022, is by and among Cormorant Global Healthcare Master Fund, LP, Cormorant Global Healthcare GP, LLC, Cormorant Private Healthcare Fund II, LP, Cormorant Private Healthcare GP II, LLC, Cormorant Asset Management, LP and Bihua Chen (collectively, the ?Filers?). Each of the Filers may be required to file with |
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| February 14, 2022 |
CONVERTIBLE INVESTMENT INSTRUMENT AGREEMENT Exhibit 99.5 CONVERTIBLE INVESTMENT INSTRUMENT AGREEMENT This Convertible Investment Instrument Agreement (?Agreement?) is dated as of December 21, 2021 by and among GreenLight Biosciences, Inc., a Delaware corporation (the ?Company?) and the individuals and entities who become parties to this Agreement by executing and delivering an Agreement Signature Page in the form of Exhibit A hereto in acco |
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| February 14, 2022 |
CUSIP No. 39536G105 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule 13D (including amendments thereto) jointly on behalf of each s |
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| February 14, 2022 |
GRNA / GreenLight Biosciences Inc / Morningside Venture Investments Ltd - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) Morningside Venture Investments Limited C/O THC Management Services S.A.M., 2nd Floor, Le Prince De Gal |
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| February 14, 2022 |
ENVIRONMENTAL IMPACT ACQUISITION CORP / FIR TREE CAPITAL MANAGEMENT LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2022 |
GRNA / GreenLight Biosciences Inc / Cormorant Asset Management, LP Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock (Title of Class of Securities) 39536G105 (CUSIP Number) February 2, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| February 11, 2022 |
Exhibit A Joint Filing Agreement The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Common Stock of GreenLight Biosciences Holdings, PBC shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D. |
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| February 11, 2022 |
GRNA / GreenLight Biosciences Inc / KODIAK VENTURE PARTNERS III LP - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock (Title of Class of Securities) 39536G 105 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 2, 2022 (Date of Ev |
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| February 11, 2022 |
GRNA / GreenLight Biosciences Inc / S2G Advisors, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GreenLight Biosciences Holdings, PBC (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 39536G105 (CUSIP Number) 02/02/2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designa |
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| February 10, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Environmental Impact Acquisition Corp. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 29408N106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to d |
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| February 10, 2022 |
GreenLight Biosciences Holdings, PBC 200 Boston Avenue Medford, Massachusetts 02155 GreenLight Biosciences Holdings, PBC 200 Boston Avenue Medford, Massachusetts 02155 February 10, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 9, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Environmental Impact Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 29408N106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to d |
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| February 9, 2022 |
United States securities and exchange commission logo February 9, 2022 Andrey Zarur President and Chief Executive Officer GreenLight Biosciences Holdings, PBC 200 Boston Avenue Medford, Massachusetts 02155 Re: GreenLight Biosciences Holdings, PBC Registration Statement on Form S-1 Filed February 7, 2022 File No. |
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| February 7, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on February 7, 2022 Registration No. |
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| February 7, 2022 |
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 2, 2022 GREENLIGHT BIOSCIENCES HOLDINGS, PBC (Exact name of registrant as specified in its charter) Delaware 001-39894 85-1914700 (State or other jurisdiction of incorporatio |
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| February 7, 2022 |
Letter from WithumSmith+Brown, PC to the U.S. Securities and Exchange Commission. Exhibit 16.1 February 7, 2022 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Ladies and Gentlemen: We have read GreenLight Biosciences Holding, PBC?s (formerly known as Environmental Impact Acquisition Corp.) statements included under Item 4.01 of its Form 8-K dated February 2, 2022. We agree with the statements concerning our Firm under I |
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| February 7, 2022 |
Certificate of Incorporation of GreenLight Biosciences Holdings, PBC. Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ENVIRONMENTAL IMPACT ACQUISITION CORP. February 2, 2022 Environmental Impact Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Environmental Impact Acquisition Corp.?. The original certificate o |
