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).
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses