CoverageForm 410-K10-Q8-K13D13G13F

BGXX Bright Green Corp - 8-K

Filed Dec 27, 2024. See issuer overview · financials · original on SEC.gov ↗
Accession
0001493152-24-052314
5.027.019.01

Item 5.02 - Departure/Election of Directors or Certain Officers

210 words

Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers

On
December 20, 2024, Mr. Gurvinder Singh resigned as a member of the board of directors (the “Board”) and as Chief Executive
Officer of Bright Green Corp. (the “Company”). On same date, Sean Deson, Robert Arnone and Dean Valore resigned as members
of the Board of the Company and Mr. Saleem Elmasri resigned as the Chief Financial Officer of the Company. Their resignations were not
the result of a disagreement with the Company, known to an executive officer of the Company, on any matter relating to the Company’s
operations, policies or practices.

As
a result of the above resignations of the Board, the sole member of the Board is the current Chair of the Company, Ms. Lynn Stockwell.

On
December 27, 2024, the Board appointed Ms. Lynn Stockwell as Chief Executive Officer. The employment history for Ms. Stockwell and material
transactions she is involved in with our company are set forth in the Annual Report on Form 10-K/A filed with the SEC on April 29, 2024,
and the Current Reports on Form 8-K filed with the SEC on August 19, 2024 and September 18, 2024.

Section
7 - Regulation FD

Item 7.01 - Regulation FD Disclosure

149 words · Exhibit 99.1 attached

Item
7.01 Regulation FD Disclosure.

On
December 27, 2024, the Company issued a press release concerning the resignations, the new appointment as CEO, and a plan of restructuring.

The
press release is furnished with this Current Report on Form 8-K as Exhibits 99.1. The information furnished under this Item 7.01 and
Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, regardless
of any general incorporation by reference language in such filing, except as shall be expressly set forth by specific reference in any
such filing.

SECTION
9 – Financial Statements and Exhibits

Exhibit 99.1 · 917 words

EX-99.1
2
ex99-1.htm

Exhibit 99.1

LYNN
STOCKWELL ENTERS INTO A RESTRUCTURING SECURITY AGREEMENT (“RSA”) WITH BRIGHT GREEN CORPORATION AND ASSUMES THE ROLE OF EXECUTIVE
CHAIR AND CEO.

GRANTS,
NEW MEXICO, Dec. 27, 2024 (GLOBE NEWSWIRE) — Bright Green Corporation (OTC: BGXX) (“Bright Green” or the “Company”)
announced today that Lynn Stockwell has agreed to terms for a restructuring security agreement (“RSA”) with Bright Green
that is expected to be executed soon. Lynn Stockwell, the founder of Bright Green Corporation, Drugs Made in America Acquisition Corp
I, and Drugs Made in America Acquisition Corp II seeks to align her vision to on-shore the end-to-end active pharmaceutical ingredient
(“API”) manufacturing back to the United States. The plan realigns the Company with her plan to scale and position the Company
as the facilitator and supplier of plant-based controlled substances authorized to manufacture in the United States. The restructuring
and new direction will include the cancellations of all the company’s existing contracts expressed or implied, land purchase options,
employment agreements, board member agreements, financing agreements, and warrants.

Ms.
Stockwell says that the restructured company will have the opportunity to play a vital role in supplying plant based controlled substances
to established U.S. based drug manufacturers that require domestic production to stay competitive in the new politically driven manufacturing
landscape.

As
part of the RSA, the CEO, CFO and Board of Directors have resigned to allow Ms.Stockwell to administratively lead the restructuring.
Lynn Stockwell’s RSA with the company lays out her capital plans for the restructuring. Although creditors are impaired, the plan
will provide that all creditors or contractors be paid in full via a combination of cash and stock.

Post
Restructuring

Subsequent
to the restructuring, the Company plans to complete the shareholder approved reverse split and seek re-listing on a major exchange. Lynn
Stockwell will continue to be the majority shareholder and a significant part of the new management team and board. Bright Green Corporation
plans to offer supply agreements and production contracts to produce plant-based substances for the manufacturing of controlled substances
contracted under the company’s direction, utilizing the Bright Green existing registrations, licenses, and diversion control expertise
for production and manufacturing.

Bright
Green will seek to derive revenue from Production and Supply Contracts and maintain the EB-5 investor program.

Bright
Green will seek to partner with Health and Human Services and designate scientific support for research at the existing facility in Grants
New Mexico on a contract, cost-plus basis.

Bright
Green is exploring a franchise-based business model to build agriculture facilities in phases across West Texas, East Arizona, and Central
New Mexico. Each facility will include 15-acre specialty greenhouses, constructed annually until market demand is met. These facilities
will benefit from high elevations, abundant resources, prearranged permits, and streamlined processes under the U.S. administration’s
new policies promoting billion-dollar domestic investments.

The
initiative integrates the USCIS EB-5 program, allowing qualifying franchisees/owners/operators to earn U.S. Green Cards through investments
that create direct and indirect jobs, meeting the program’s requirements. Bright Green will manage facility development, including
loan guarantees, engineering, water management, and supply contracts for agricultural production and pharmaceutical-grade controlled
substances. The facilities will operate under strict legal guidelines, marking the first U.S.-based production of such substances.

Cautionary
Note Regarding Forward-Looking Statements

This
press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. These forward-looking statements are made as of the date they were first issued and
were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management as of such
date. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,”
“target,” “project,” “goals,” “estimate,” “potential,” “predict,”
“may,” “will,” “might,” “could,” “intend,” “shall” and variations
of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking
statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s
control. Such forward looking statements include, but are not limited to, the ability of the Company to raise funds under the Company’s
EB-5 program, the impact that new officers, directors and employees may have on the Company and the Company’s business and results
of operations, and the impact of the New Mexico Board of Pharmacy and DEA approvals. The Company’s actual results could differ
materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks
detailed in the Company’s Annual Report on Form 10-K and Quarterly Report on Form 10-Q, as amended and supplemented, as well as
other documents that may be filed by the Company from time to time with the SEC. The forward-looking statements included in this press
release represent the Company’s views as of the date of this press release. The Company anticipates that subsequent events and
developments will cause its views to change. The Company undertakes no intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied
upon as representing the Company’s views as of any date subsequent to the date of this press release. Additional information regarding
these and other factors that could affect the Company’s results is included in the Company’s SEC filings, which may be obtained
by visiting the SEC’s website at www.sec.gov .

Media
Inquiries & Investor Relations Contact

[email protected]

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Source:
Bright Green Corporation

©
2024 GlobeNewswire, Inc.

Item 9.01 - Financial Statements and Exhibits

29 words

Item
9.01 Financial Statements and Exhibits.

Exhibit
No.

Description

99.1

Press Release, dated December 27, 2024

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

2