8-K
false 0001822691 0001822691 2022-07-29 2022-07-29 0001822691 grna:CommonStockParValue0.0001PerShareMember 2022-07-29 2022-07-29 0001822691 grna:WarrantsEachExercisableForOneShareOfCommonStockFor11.50PerShareMember 2022-07-29 2022-07-29

 

 

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)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

200 Boston Avenue

Suite 3100

Medford, MA 02155

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (617) 616-8188

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol

 

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share   GRNA   Nasdaq Global Market
Warrants, each exercisable for one share of Common Stock for $11.50 per share   GRNAW   Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


Item 7.01.

Regulation FD Disclosure.

On July 29, 2022, GreenLight Biosciences Holdings, PBC (the “Company”), issued a press release announcing that the Company entered into a Cooperative Research and Development Agreement with the U.S. Department of Health and Human Services, as represented by the National Institute of Allergy and Infectious Diseases, an Institute or Center of the National Institutes of Health. A copy of the press release is set forth as Exhibit 99.1 and is incorporated by reference herein.

The information contained in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

(d)    Exhibits

 

Exhibit
Number

  

Description

99.1    Press release, dated July 29, 2022, titled “NIH, GreenLight Biosciences to collaborate on Covid-19 development for new variants.”
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: July 29, 2022
EX-99.1

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 premier vaccine discovery team and use our mRNA platform to accelerate the development of coronavirus vaccines which are more broadly protective and durable than those currently available,” says Amin Khan, PhD, GreenLight’s Chief Science Officer, Human Health.

GreenLight—in collaboration with the Vaccine Research Center (VRC), part of NIH’s National Institute of Allergy and Infectious Diseases—will co-design and test mRNA vaccines against coronaviruses with the goal of developing vaccines that confer a more durable immune response than current vaccines. In addition, they will work together to develop systems that expedite new designs into clinical use.

SARS-CoV-2, the virus that causes COVID-19, continues to evolve and accumulate genomic mutations with the potential to negatively affect the efficacy of existing medical countermeasures. For the current COVID-19 pandemic and future coronavirus-related pandemics, the rapid development and deployment of vaccines active against a range of coronaviruses, including variants of SARS-CoV-2, will be vital for public health.

According to the NIH, cooperative research and development agreements, or CRADAs, “provide an exciting opportunity for NIH investigators to join with their colleagues from industry and academia in the joint pursuit of common research goals. Government scientists serve the larger mission of NIH, to facilitate the development and commercialization of health-care pharmaceuticals and products. Companies also can leverage their own R&D efforts while collaborating in state-of-the-art NIH research.”


Safe Harbor

This press release contains, and our officers, directors and employees may make, “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, with respect to the future operations, scientific developments or financial results of GreenLight Biosciences Holdings, PBC, and its subsidiaries (“GreenLight”) and any potential collaboration projects with the National Institutes of Health. These forward-looking statements generally are identified by the words “aim to”, “believe,” “project,” “target”, “potential”, “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including the evolution of the COVID-19 pandemic, the ability to develop COVID-19 vaccines that are more broadly protective against new variants and with longer-lasting effects, the ability to rapidly develop and deploy vaccines, the success of the collaboration with the National Institute of health, the success of co-designing and testing mRNA vaccines against coronaviruses, the acceptance of RNA-based technologies by regulators and the public, our ability to raise and productively deploy capital and the rate at which we can successfully bring products to market. Readers are cautioned not to put undue reliance on forward-looking statements and are encouraged to read the additional risks and uncertainties discussed in our periodic filings with the Securities and Exchange Commission under the heading “Risk Factors.” GreenLight assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. For additional information on GreenLight and potential risks associated with investing in GreenLight’s securities, please see our public filings at https://www.sec.gov/edgar/browse/?CIK=1822691&owner=exclude.