UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
EXPLANATORY NOTE
This Current Report on Form 8-K (this “Current Form 8-K”) updates and amends the Current Report on Form 8-K/A (the “Prior 8-K/A”) filed on March 31, 2022 by GreenLight Biosciences Holdings, PBC (“New GreenLight”) solely to provide supplemental financial information that was not required to be included in the Prior 8-K/A but that relates to financial periods that concluded before the consummation of the transactions reported in the Prior 8-K/A.
The supplemental information consists of (a) the audited consolidated financial statements of GreenLight Biosciences, Inc. (“GreenLight”) as of and for the years ended December 31, 2021 and 2020 and (b) management’s discussion and analysis of the financial condition and results of operations of GreenLight as of and for the years ended December 31, 2021 and 2020.
The Merger was accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles. Under this method of accounting, Greenlight was treated as the “acquired” company for financial reporting purposes.
Pursuant to U.S. GAAP, the Company retroactively applied the recapitalization to the Company’s equity structure, including the consolidated statement of stockholders’ (deficit) equity for the years ended December 31, 2021 and 2020, the total stockholders’ (deficit) equity within the Company’s consolidated balance sheet as of December 31, 2021 and 2020, weighted average outstanding shares basic and diluted for the years ended December 31, 2021 and 2020 and warrants for the years ended December 31, 2021 and 2020.
Accordingly, the Company is re-issuing in an updated format the historical financial statements included in Item 9.01(a) of the Prior 8-K/A for the years ended December 31, 2021 and 2020. The information provided in this Current Report on Form 8-K should be read in conjunction with the other portions of the Prior 8-K/A and the Company’s filings on Form 10-Q and Form 8-K made subsequent to the filing of the Prior 8-K/A.
Except as stated above or in the documents incorporated herein by reference, this Form 8-K does not purport to provide an update or a discussion of any developments at New GreenLight after the filing date of the Prior 8-K/A.
| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial statements of businesses or funds acquired. |
The audited consolidated financial statements of GreenLight as of and for the years ended December 31, 2021 and 2020, the related notes thereto and the report of GreenLight’s independent registered public accounting firm are set forth in Exhibit 99.1 hereto and are incorporated herein by reference.
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 23.1 | Consent of Deloitte & Touche LLP | |
| 99.1 | Audited Consolidated Financial Statements of GreenLight Biosciences, Inc. as of and for the years ended December 31, 2021 and 2020. | |
| 99.2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of GreenLight Biosciences, Inc. as of and for the years ended December 31, 2021 and 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GREENLIGHT BIOSCIENCES HOLDINGS, PBC | ||
| By: | /s/ David Kennedy | |
| Name: | David Kennedy | |
| Title: | General Counsel | |
| Date: | September 26, 2022 | |