Bright Green Announces Pricing of $3.5 Million Private Placement
22 May 2023 - 10:00PM
Bright Green Corporation (NASDAQ: BGXX) (“Bright Green” or “the
Company”), one of the very few companies selected by the U.S.
government to grow, manufacture, and sell, legally under federal
and state laws, cannabis and cannabis-related products for
research, pharmaceutical applications and affiliated export, today
announced that it has entered into a securities purchase agreement
with a single institutional investor to purchase 3,684,210 shares
of common stock and warrants to purchase up to 3,684,210 shares of
common stock, at a purchase price of $0.95 per share and
accompanying warrant. The gross proceeds to the Company from the
private placement are expected to be approximately $3.5 million
before deducting the placement agent's fees and other estimated
offering expenses.
The warrants will be immediately exercisable
from the date of issuance at an initial exercise price of $0.95 per
share, subject to adjustments as set forth therein, and will expire
five years from the date of issuance. The closing of the private
placement is expected to occur on May 24, 2023, subject to the
satisfaction of certain customary closing conditions set forth in
the securities purchase agreement.
EF Hutton, division of Benchmark Investments,
LLC, is acting as the exclusive placement agent for the
offering.
The securities were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Act"), and Regulation D promulgated thereunder and
have not been registered under the Act, or applicable state
securities laws. Accordingly, the securities may not be offered or
sold in the United States except pursuant to an effective
registration statement or an applicable exemption from the
registration requirements of the Act and such applicable state
securities laws. Pursuant to a registration rights agreement with
the investor, the Company has agreed to file one or more
registration statements with the Securities and Exchange Commission
(the “SEC”) covering the resale of the shares of common stock and
the shares issuable upon exercise of the warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
About Bright Green
Bright Green is one of the very few companies
authorized by the U.S. government to grow, manufacture, and sell,
legally under federal and state laws, cannabis and cannabis-related
products for research, pharmaceutical applications, and affiliated
export. Our registration by the U.S. Drug Enforcement
Administration gives us the opportunity to advance our vision of
improving quality of life through the opportunities presented by
cannabis-derived therapies. To learn more, visit
www.brightgreen.us.
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. Such forward-looking
statements include those related to the closing of the private
placement. 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. 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 Reports on Form 10-Q, as well as other
reports and 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.
Bright Green Media
ContactBrightGreen@edelman.com
Bright Green Investor Relations
ContactBrightGreenIR@edelman.com
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