Item 1.01 Entry into a Material Definitive Agreement
Private Placement and Securities Subscription Agreement
On
The aggregate gross proceeds for the Private Placement were approximately
The Private Placement is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Purchasers represented that it is an accredited investor within the meaning of Rule 501(a) of Regulation D, and was acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by the Company or its representatives.
The securities sold and issued in the Private Placement have not been registered
under the Securities Act or any state securities laws and may not be offered or
sold in
Pursuant to the Subscription Agreements, the Company agreed to prepare and file
a registration statement (the "Resale Registration Statement") with the
The representations, warranties and covenants contained in the Subscription Agreements were made solely for the benefit of the parties to the Subscription Agreements and may be subject to limitations agreed upon by the contracting parties. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Subscription Agreements and not as statements of fact and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Form of Subscription Agreement is filed with this report only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Stockholders should not rely on the representations, warranties, covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Subscription Agreements, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing description of the Private Placement and the Subscription Agreements are qualified in their entirety by reference to the Form of Subscription Agreement, which is filed hereto as Exhibit 10.1.
Item 3.02 Unregistered Sales of
The information regarding the Private Placement, the issuance of the Shares included under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995 with respect to
GreenLight's future operations, scientific developments or financial results.
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 document, including the evolution of
the Covid-19 pandemic, the acceptance of RNA-based technologies by regulators
and the public, our ability to raise and productively deploy capital and the
rate and which we can successfully bring products to market. The important
factors that could cause actual operating results to differ significantly from
those expressed or implied by such forward-looking statements include, but are
not limited to, risks and uncertainties detailed from time to time in the
Company's reports that it files with the
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