UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___ to ___
Commission
File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 16, 2024, there were shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
| i |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q may be forward-looking statements. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “continues,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will,” “would” or “should” or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout this Quarterly Report on Form 10-Q, and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies, future acquisitions and the industry in which we operate.
By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” section of this Quarterly Report on Form 10-Q.
These factors should not be construed as exhaustive and should be read with the other cautionary statements in this Quarterly Report on Form 10-Q.
Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and industry developments may differ materially from statements made in or suggested by the forward-looking statements contained in this Quarterly Report on Form 10-Q. The matters summarized under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and elsewhere in this Quarterly Report on Form 10-Q could cause our actual results to differ significantly from those contained in our forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and industry developments are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods.
In light of these risks and uncertainties, we caution you not to place undue reliance on these forward-looking statements. Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement, and we undertake no obligation to update any forward-looking statement or to publicly announce the results of any revision to any of those statements to reflect future events or developments, except as required by applicable law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.
| ii |
| PART I. | FINANCIAL INFORMATION |
| ITEM 1. | FINANCIAL STATEMENTS (UNAUDITED) |
Condensed Consolidated Financial Statements (Unaudited)
BRIGHT GREEN CORPORATION
March 31, 2024 and 2023
(Expressed in United States Dollars)
| 1 |
BRIGHT GREEN CORPORATION
For the Three Months Ended March 31, 2024 and 2023 (Unaudited)
Table of Contents
| 2 |
BRIGHT GREEN CORPORATION
Condensed Consolidated Balance Sheets
As at March 31, 2024 and December 31, 2023
(Expressed in United States Dollars)
| March 31, 2024 | December 31, 2023 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other assets | ||||||||
| Total current assets | ||||||||
| Other investment held at fair value (Note 5) | ||||||||
| Property, plant, and equipment (Note 6) | ||||||||
| Intangible assets (Note 7) | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Accounts payable (Note 11) | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Due to others (Note 5) | ||||||||
| Related party short-term note payable (Note 11) | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities | ||||||||
| Related party line of credit note (Notes 8 and 11) | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred stock; $ par value; shares authorized; shares issued or outstanding as of March 31, 2024 and December 31, 2023, respectively (Note 9) | ||||||||
| Common stock; $ par value; shares authorized; and shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively (Note 9) | ||||||||
| Additional paid-in capital (Note 9) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
| Going Concern and Basis of Presentation (Note 2) | ||||||||
| Contingencies (Note 12) | ||||||||
| Subsequent Events (Note 13) | ||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 3 |
BRIGHT GREEN CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
| Three Months Ended | ||||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Revenue | $ | $ | ||||||
| Expenses | ||||||||
| General and administrative expenses | ||||||||
| Depreciation | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | $ | ( | ) | $ | ( | ) | ||
| Other income (expense) | ||||||||
| Foreign currency transaction gain (loss) | ( | ) | ||||||
| Change in fair value of assets, net (Note 5) | ( | ) | ||||||
| Gain on extinguishment of debt (Note 5) | ||||||||
| Total other income (expense) | ( | ) | ||||||
| Loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| Income tax expense | ||||||||
| Net loss and comprehensive loss | $ | ( | ) | $ | ( | ) | ||
| Weighted average common shares outstanding - basic and diluted | ||||||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 4 |
BRIGHT GREEN CORPORATION
Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
| Three Months Ended March 31, 2024 | ||||||||||||||||||||
| Common Stock | Additional paid-in | Accumulated | Total stockholders’ | |||||||||||||||||
| Shares | Amount | capital | deficit | equity | ||||||||||||||||
| Balance at December 31, 2023 (Audited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation (Note 10) | - | |||||||||||||||||||
| Common stock issued for settlement of accounts payable (Notes 9 and 11) | ||||||||||||||||||||
| Common stock issued for services (Notes 9 and 11) | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Three Months Ended March 31, 2023 | ||||||||||||||||||||
| Common Stock | Additional paid-in | Accumulated | Total stockholders’ | |||||||||||||||||
| Shares | Amount | capital | deficit | equity | ||||||||||||||||
| Balance at December 31, 2022 (Audited) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Warrants exercised for cash (Note 9) | ||||||||||||||||||||
| Common stock issued for cashless conversion from related party LOC for EB-5 program (Note 9) | ||||||||||||||||||||
| Common stock issued for cash for EB-5 program (Note 9) | ||||||||||||||||||||
| Common stock issued for services (Note 9) | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance at March 31, 2023 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 5 |
BRIGHT GREEN CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
| Three Months Ended | ||||||||
| March 31, 2024 | March 31, 2023 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net cash (used in) provided by operating activities: | ||||||||
| Foreign currency transaction (gain) loss | ( | ) | ||||||
| Change in fair value of assets, net | ||||||||
| Gain on extinguishment of debt | ( | ) | ||||||
| Depreciation | ||||||||
| Stock-based compensation | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable | ||||||||
| Accrued liabilities | ||||||||
| Accrued interest | ||||||||
| Net cash (used in) provided by operating activities | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Deposits | ||||||||
| Purchase of intangible assets | ( | ) | ||||||
| Purchase of property, plant, and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from related party line of credit | ||||||||
| Payments to related party line of credit | ( | ) | ( | ) | ||||
| Proceeds from related party short-term note payable | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from warrants exercised | ||||||||
| Net cash provided by financing activities | ||||||||
| NET (DECREASE) INCREASE IN CASH | ( | ) | ||||||
| CASH, BEGINNING OF PERIOD | ||||||||
| CASH, END OF PERIOD | $ | $ | ||||||
| CASH PAID FOR | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| SUPPLEMENTAL NON-CASH INVESTING & FINANCING ACTIVITIES | ||||||||
| Transfer from due to related party to related party LOC | $ | $ | ||||||
| Related party LOC in exchange for common stock for EB-5 program | $ | $ | ( | ) | ||||
| Related party payroll liability in exchange for common stock | $ | ( | ) | $ | ||||
| Adjustment to prepaid expenses and other assets for forfeited deposit in settlement of debt | $ | $ | ||||||
| Adjustment to construction in progress for return of equipment in settlement of debt | $ | $ | ||||||
| Adjustment to other investment held at fair value for return of shares in settlement of debt | $ | $ | ||||||
| Settlement of accounts payable in exchange for other investment held at fair value | $ | ( | ) | $ | ||||
| Settlement of due to others in exchange for other investment held at fair value | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
| 6 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
1. Description of Business and Organization
Bright
Green Corporation was incorporated on
On March 29, 2022, the Company filed a registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”) on Form S-1 with the Securities and Exchange Commission (“SEC”), which was declared effective May 13, 2022, (as amended, the “Registration Statement”), in connection with the direct listing of the Company’s common stock with the Capital Market of the Nasdaq Stock Market LLC (“Nasdaq”).
On May 17, 2022, the Company’s common stock commenced trading on Nasdaq under the symbol “BGXX.”
On
February 1, 2023, the Company initiated a private placement offering of common stock, only to accredited or qualified institutional
investors, in reliance upon Rule 506, Regulation D promulgated under the Securities Act, pursuant to the U.S. government’s
EB-5 immigrant investor program (the “EB-5 Program”). Under the EB-5 Program as originally constituted, the Company may issue up to an aggregate
of
shares of common stock at $
per share. On March 29, 2024, the Company modified the program to authorize
shares to be sold at $
per share. The offering allows for up to 50 investors to participate in the offering by making an $
On
May 21, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor and existing stockholder of the Company
for the sale by the Company of (i) shares of the Company’s common stock, par value $ per share, and (ii) warrants
to purchase up to an aggregate of
On September 20, 2023, the Company formed Regional Center Bright Green, LLC (“RCBG”). RCBG is a wholly-owned subsidiary of the Company and is registered as a limited liability company in New Mexico. RCBG was created to assist foreign investors in obtaining permanent residency in the United States by investing in U.S. businesses, while adhering to the EB-5 Immigrant Investor Program guidelines. As of March 31, 2024, the subsidiary was not yet operational.
The
Company is a start-up company at March 31, 2024 and has
| 7 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
2. Going Concern and Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The information furnished herein reflects all adjustments, consisting only of normal recurring adjustments, which in the opinion of management, are necessary to fairly state the Company’s financial position, the results of its operations, and cashflows for the periods presented. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with U.S. GAAP were omitted pursuant to such rules and regulations.
The financial information contained in this report should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which the Company filed on April 16, 2024. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the results for the year ending December 31, 2024.
For
the three months ended March 31, 2024 and 2023, the Company had no revenues from product sales and incurred a net loss of $
The Company is in its initial stages of building facilities to grow, research, and distribute medical plants. The Company has historically financed its operations through the sale of equity securities and debt financing. The Company does not have sufficient working capital to pay its operating expenses for a period of at least 12 months from the date the condensed consolidated financial statements were authorized to be issued. Therefore, the Company’s continued existence depends on its ability to continue executing its operating plan and obtaining additional debt or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding that management believes, if successful, would be sufficient to support the Company’s operating plan.
During
the three months ended March 31, 2024, the Company has drawn $
| 8 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
2. Going Concern and Basis of Presentation (continued)
In addition, the Company’s current and future operations are subject to various risks and uncertainties, including but not limited to general economic conditions, competition, and regulatory matters. Accordingly, the Company’s operation plan is predicated on various assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue raising additional financing, and the state of the general economic environment in which the Company operates.
These risks and uncertainties may have a material adverse effect on the Company’s financial condition and operating results. Management has taken actions to address the Company’s liquidity needs, including managing expenses, developing pathways to revenue, and pursuing additional financing, such as the EB-5 Program announced on February 1, 2023, and modified on March 29, 2024. However, there can be no assurance that such actions will be sufficient to enable the Company to continue as a going concern. There can be no assurance that these assumptions will prove accurate in all material respects or that the Company will be able to successfully execute its operating plan.
The condensed consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. In addition, the Company does not have any short or long-term contractual purchases with suppliers for future purchases, capital expenditure commitments that cannot be canceled with minimal fees, noncancelable operating leases, or any commitment or contingency that would hinder management’s ability to scale down operations and management expenses until funding is raised.
The Company’s ability to continue as a going concern is dependent upon the outcome of the matters described above. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
This disclosure is intended to inform users of the condensed consolidated financial statements about the Company’s current financial condition and its ability to continue as a going concern. The Company will continue to monitor its liquidity position and take appropriate actions as necessary to address any potential going concern issues.
3. Summary of Significant Accounting Policies
A. Basis of Measurement
The condensed consolidated financial statements of the Company have been prepared on a historical cost basis except as indicated otherwise.
| 9 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
3. Summary of Significant Accounting Policies (continued)
B. Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Regional Center Bright Green, LLC. Intercompany transactions and balances have been eliminated upon consolidation.
C. Property, Plant, and Equipment
Property, plant, and equipment are stated at cost less accumulated depreciation. Expenditures for maintenance and repairs are charged to earnings as incurred; additions, renewals, and betterments are capitalized. When property, plant, and equipment are retired or otherwise disposed of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations. Depreciation of property, plant, and equipment, except land, which is not depreciated, is provided using the declining balance method, or straight-line method, with estimated lives as follows:
| Building and improvement - declining balance method | |
| Furniture and fixtures - straight-line method |
Construction in progress is not depreciated until the asset is placed in service.
D. Long-lived Assets
The Company applies the provisions of ASC Topic 360, Property, Plant, and Equipment, which addresses financial accounting and reporting for the impairment or disposal of long-lived assets. ASC Topic 360 requires that long-lived assets be reviewed annually for impairment whenever events or changes in circumstances indicate that the assets’ carrying amounts may not be recoverable; it further requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets. Loss on long-lived assets to be disposed of is determined in a similar manner, except that fair values are reduced for the cost of disposal.
E. Intangible Assets
The Company’s intangible assets consist of certain licenses and trademarks (Note 7). The licenses will be amortized over the term of each license. The trademarks are expected to contribute to cash flows indefinitely. The intangible assets with finite useful lives are reviewed for impairment when indicators of impairment are present, and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amounts. In that event, a loss is recognized based on the amount by which the carrying amount exceeds the fair value of the long-lived assets.
| 10 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
3. Summary of Significant Accounting Policies (continued)
F. Fair Value of Financial Instruments
In accordance with ASC 820 (Topic 820, Fair Value Measurements and Disclosures), the Company uses a three-level hierarchy for fair value measurements of certain assets and liabilities for financial reporting purposes that distinguishes between market participant assumptions developed from market data obtained from outside sources (observable inputs) and our own assumptions about market participant assumptions developed from the best information available to us in the circumstances (unobservable inputs). The fair value hierarchy is divided into three levels based on the source of inputs as follows:
| ● | Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets; | |
| ● | Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active; and | |
| ● | Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement. |
Categorization
within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The
carrying amounts of the Company’s cash, other assets, accounts payable, accrued liabilities, due to others, and due to related
party balances approximated their fair values as of March 31, 2024 and December 31, 2023 due to their short-term nature. The
Company’s investment in Alterola Biotech, Inc. (“Alterola”) was also accounted for at fair value and recorded in
Other investment held at fair value in the condensed consolidated balance sheets. In accordance with the levels defined above, Level
1, the fair value of the Company’s Alterola investment was $
as of March 31, 2024 and $
| 11 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
3. Summary of Significant Accounting Policies (continued)
G. Other Investment Held at Fair Value
In accordance with ASC 825, the Company records its investment at fair value under the Other investment held at fair value in the Company’s condensed consolidated balance sheets, and changes in fair value are recognized as Change in fair value of assets, net, a component of Other expense in the condensed consolidated statements of operations and comprehensive loss.
The Company’s Alterola investment is accounted for at fair value under ASC 321 and recorded in Other investment held at fair value on the condensed consolidated balance sheets, and changes in fair value are recognized as Change in fair value of assets, net, a component of Other expense in the condensed consolidated statements of operations and comprehensive loss (Note 5).
H. Advertising Costs
Advertising
costs are charged to operations when incurred. Advertising costs totaled $
I. Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes. ASC 740 requires a company to use the asset and liability method of accounting for income taxes, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Company has not changed its methodology for estimating the valuation allowance. A change in valuation allowance affects earnings in the period the adjustments are made and could be significant due to the large valuation allowance currently established.
Under
ASC 740, a tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained
in a tax examination, with a tax examination being presumed to occur.
| 12 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
3. Summary of Significant Accounting Policies (continued)
Basic earnings (loss) per share is calculated using the weighted average number of common shares outstanding during the period. The dilutive effect on earnings (loss) per share is calculated, presuming the exercise of outstanding stock options, warrants, and similar instruments. It assumes that the proceeds of such exercise would be used to repurchase common shares at the average market price during the period.
For the three months ended March 31, 2024 and 2023, all outstanding stock options, warrants, and similar instruments were excluded from the computation of diluted net loss per share, because the exercise price of these instruments exceeded the average market price of the Company’s common stock, making them anti-dilutive.
K. Segment Reporting
ASC 280-10, “Disclosures about Segments of an Enterprise and Related Information”, establishes standards for how public business enterprises report information about operating segments in the Company’s condensed consolidated financial statements. Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. Significantly all of the assets of the Company are located in the United States of America and the Company is a start-up company as at March 31, 2024 and 2023 and has no revenue. The Company’s reportable segments and operating segments will include its growth, production, and research of medicinal plants operations.
L. Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions. The Company bases its estimates and assumptions on current facts, historical experience, various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities, and the accrual of costs and expenses that are not readily apparent from other sources. This applies in particular to valuation allowance for deferred tax assets, valuation of warrants, stock options, and stock-based compensation, going concern assessment, and assignment of the useful lives of property, plant, and equipment. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
| 13 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
3. Summary of Significant Accounting Policies (continued)
M. Stock-Based Compensation
The Company accounts for stock-based payments in accordance with the provision of ASC 718, which requires that all stock-based payments issued to acquire goods or services, including grants of employee stock options, be recognized in the condensed consolidated statements of operations and comprehensive loss based on their fair values, net of estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Compensation expense related to stock-based awards is recognized over the requisite service period, which is generally the vesting period.
The Company accounts for stock-based compensation awards issued to non-employees for services, as prescribed by ASC 718-10, at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the guidelines in ASC 505-50. The Company issues compensatory shares for services including, but not limited to, executive management, management, accounting, operations, corporate communication, and financial and administrative consulting services.
N. Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB, ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each condensed consolidated balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the condensed consolidated statements of operations and comprehensive loss.
| 14 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
3. Summary of Significant Accounting Policies (continued)
O. Recently Adopted Accounting Standards
In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The amendments in this update modify the disclosure or presentation requirements of a variety of topics in the codification. Certain amendments represent clarifications to or technical corrections of the current requirements. Each amendment in the ASU will only become effective if the SEC removes the related disclosure or presentation requirement from its existing regulations by June 30, 2027. The Company is currently assessing the impact this standard will have on the Company’s future condensed consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in ASU 2023-07 are intended to enhance disclosures for significant segment expenses for all public entities required to report segment information in accordance with ASC 280. ASC 280 requires a public entity to report for each reportable segment a measure of segment profit or loss that its chief operating decision maker (“CODM”) uses to assess segment performance and to make decisions about resource allocations. The amendments in ASU 2023-07 improve financial reporting by requiring disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more useful financial analyses. Currently, Topic 280 requires that a public entity disclose certain information about its reportable segments. For example, a public entity is required to report a measure of segment profit or loss that the CODM uses to assess segment performance and make decisions about allocating resources. ASC 280 also requires other specified segment items and amounts, such as depreciation, amortization, and depletion expense, to be disclosed under certain circumstances. The amendments in ASU 2023-07 do not change or remove those disclosure requirements. The amendments in ASU 2023-07 also do not change how a public entity identifies its operating segments, aggregates those operating segments, or applies the quantitative thresholds to determine its reportable segments. The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-07 retrospectively to all prior periods presented in the financial statements. The Company is currently assessing the impact this standard will have on the Company’s future condensed consolidated financial statements.
P. Recently Issued but Not Adopted Accounting Standards
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-07 are intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 require annual disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold, and a disaggregation of income taxes paid, net of refunds. The amendments in ASU 2023-09 also eliminate certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. Early adoption is permitted. The amendments in ASU 2023-09 should be applied prospectively. The Company is currently assessing the impact this standard will have on the Company’s future condensed consolidated financial statements.
| 15 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
3. Summary of Significant Accounting Policies (continued)
P. Recently Issued but Not Adopted Accounting Standards (continued)
Management does not believe that other recently issued, but not yet effective, accounting standards could have a material effect on the Company’s condensed consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
4. Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $
5. Other Investment Held at Fair Value
The
Company’s Alterola investment is accounted for at fair value under ASC 321 and presented as Other investment held at fair value
on the condensed consolidated balance sheets. Any changes in fair value of the Company’s Alterola investment are recorded as a
change in fair value of assets in its condensed consolidated statements of operations and comprehensive loss. Based on quoted market
prices the fair value of the Company’s Alterola investment was $
As
part of the agreement: 1) a deposit made to United in the amount of approximately $ was forfeited; 2) leased equipment was
returned to United; 3)
shares of common stock of Alterola were transferred to United in lieu of payment of outstanding invoices totaling approximately
$
| 16 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
5. Other Investment Held at Fair Value (continued)
At
March 31, 2024 and December 31, 2023, the other investment held at fair value was $ and $
6. Property, Plant, and Equipment
The
Company owns an expansive
Property, plant, and equipment at March 31, 2024 and December 31, 2023 consisted of the following:
| March 31, 2024 | December 31, 2023 | |||||||
| Furniture and fixtures | $ | $ | ||||||
| Land | ||||||||
| Construction in progress | ||||||||
| Building and improvements | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Net property, plant, and equipment | $ | $ | ||||||
The
amount of interest expense capitalized and included in construction in progress was $
Since 2020, the Company has had the rights to two land purchase options:
| - | A
Real Estate Option Agreement dated October 5, 2020, and expiring on | |
| - | A
Real Estate Option Agreement dated October 21, 2020, and expiring on |
In 2022, the Company notified the two landowners of the Company’s intention to exercise the two Real Estate Option Agreements. The Company is in the process of negotiating final terms of the two acquisitions.
As of March 31, 2024, the acquisitions have not been completed.
7. Intangible Assets
Intangible assets at March 31, 2024 and December 31, 2023 consisted of the following:
| March 31, 2024 | December 31, 2023 | |||||||
| Licenses | $ | $ | ||||||
| Trademarks | ||||||||
| Accumulated amortization | ||||||||
| Net intangible assets | $ | $ | ||||||
| 17 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
8. Related Party Line of Credit Note
On
June 5, 2022, the Company and LDS Capital LLC (“Lender”), whose managing member is a member of the Company’s Board
of Directors (the “Board”), entered into an unsecured line of credit in the form of a note (the “June Note”).
The June Note provides that the Company may borrow up to $
As
of March 31, 2024, the Lender has funded the Company $
On
February 7, 2024, the related party line of credit note was paid down by $
On
February 8, 2024 and March 25, 2024, the Company drew an additional $
9. Stockholders’ Equity
The Company has authorized shares of $ par value common stock and shares of $ par value preferred stock. As of March 31, 2024 and December 31, 2023, there were and , respectively, of shares of common stock issued and outstanding. The Company has not issued any shares of preferred stock to date.
During the three months ended March 31, 2024, the Company issued the following:
| - | shares of common stock for services rendered, at a fair value of $ per share, to four consultants of the Company, in January 2024; |
| - | shares of common stock for services rendered, at a fair value of $ per share, to the Company’s former Executive Chairman, in February 2024; and |
| 18 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
9. Stockholders’ Equity (continued)
| - | shares of common stock at a fair value of $ per share to the Company’s former Executive Chairman, in February 2024, in lieu of unpaid cash remuneration and bonus compensation during his tenure with the Company. |
During the three months ended March 31, 2023, the Company issued the following:
| - |
| - |
shares of common stock issued at $ per share, to a member of the Board in February 2023,
through a cashless conversion; the related party line of credit note was paid down $ |
| - | shares of common stock issued at $ per share, to one accredited investor in March 2023, pursuant to the Company’s EB-5 Program; and |
| - | shares of common stock for services rendered, at a fair value of $ per share, to the Company’s former Executive Chairman, in March 2023. |
Private Placement Offerings
September 2022 Private Placement
On
September 7, 2022, the Company entered into a Securities Purchase Agreement with investors for the sale by the Company of shares
of common stock and warrants to purchase up to an aggregate of
In connection with the September 2023 Private Placement, the Company entered into a Registration Rights Agreement with the investors. The Company’s registration statement on Form S-1 to register the securities issued in the September 2022 Private Placement went effective on September 21, 2022.
Transaction
costs incurred related to the September 2022 Private Placement include the following: (i) placement agent fees of $
| 19 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
9. Stockholders’ Equity (continued)
May 2023 Private Placement
On
May 21, 2023, the Company entered into a Securities Purchase Agreement with an accredited investor and existing stockholder of the Company.
The combined purchase price of one share and the accompanying warrant (“May 2023 Warrants”) was $. Subject to certain
ownership limitations, the May 2023 Warrants are exercisable immediately after issuance at an exercise price equal to $
In connection with the May 2023 Private Placement, the Company entered into a Registration Rights Agreement with the investor. The Company’s registration statement on Form S-3 to register the securities issued in the May 2023 Private Placement went effective on June 5, 2023.
Transaction
costs incurred related to the May 2023 Private Placement include the following: (i) placement agent fees of $
Warrants
September 2022 Warrants
In
the Company’s September 2022 Private Placement, Warrants to purchase up to
The
fair value of the September 2022 Warrants immediately prior to the modification was $
May 2023 Warrants
In
the Company’s May 2023 Private Placement, Warrants to purchase up to shares of Common Stock were issued (“May 2023
Warrants”). The fair value of the May 2023 Warrants was determined utilizing a Black Scholes model considering all relevant assumptions
current at the date of issuance (i.e., share price of $, exercise price of $
| 20 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
9. Stockholders’ Equity (continued)
September 2023 Warrants
In
connection with the repayment obligation of the related party line of credit note in September 2023, Warrants to purchase up to
shares of Common Stock were issued (“September 2023 Warrants”). The fair value of the September 2023 Warrants was determined
utilizing a Monte Carlo simulation considering all relevant assumptions current at the date of issuance (i.e., share price of $,
exercise price of $
In 2022, the Company adopted the Bright Green Corporation 2022 Omnibus Equity Compensation Plan, which allows for various types of stock-based awards. These awards can be in the form of stock options (including non-qualified and incentive stock options), SARs, restricted shares, performance shares, deferred stock, restricted stock units (“RSUs”), dividend equivalents, bonus shares, or other types of stock-based awards.
As of March 31, 2024 and 2023, there were and , respectively, of awards granted under the Plan. The awards consisted of shares of stock options and shares of RSUs.
The
Company’s stock-based compensation costs for the three months ended March 31, 2024 and 2023 were $
and $,
respectively, with the costs allocated to general and administrative expenses. Stock options accounted for $
and $and RSUs accounted for $
Stock Options
The Company uses the Black-Scholes option-pricing model to value stock option grants to employees, non-employees, and directors. The fair value of the Company’s common stock is used to determine the fair value of stock options. The Black-Scholes option pricing model requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method to calculate the expected term for options granted to employees whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on U.S. Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company recognizes forfeitures as they occur.
| 21 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
10. Stock-Based Compensation (continued)
During the three months ended March 31, 2024, the Company’s stock option activity was as follows:
| - | On March 31, 2024, shares of unvested stock options granted to the Chief Executive Officer of the Company in September 2023 were canceled by mutual agreement between the Company and the Chief Executive Officer. |
During the three months ended March 31, 2023, the Company did t have any stock option activity.
| Stock Options Outstanding & Exercisable | ||||||||||||
| Weighted | Weighted Average | |||||||||||
| Number of | Average | Remaining Life | ||||||||||
| Stock Options | Exercise Price | (Years) | ||||||||||
| Balance, December 31, 2023 | $ | |||||||||||
| Granted | ||||||||||||
| Exercised | ||||||||||||
| Expired/Canceled | ( | ) | ||||||||||
| Balance, March 31, 2024 | $ | |||||||||||
Restricted Stock Units
The Company accounts for the fair value of restricted stock units (“RSUs”) using the closing market price of the Company’s common stock on the date of the grant. Stock-based compensation cost for RSUs is measured at the grant date based on the estimated fair value of the award and is recognized as expense over the requisite service period (generally the vesting period), net of forfeitures.
| 22 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
10. Stock-Based Compensation (continued)
During the three months ended March 31, 2024, the Company’s restricted stock unit activity was as follows:
| - | On March 7, 2024, the Company granted shares of time-based RSUs, which vest in equal monthly installments over a period of one year beginning March 7, 2024, to the Chief Financial Officer of the Company; and |
| - | On March 31, 2024, shares of RSUs granted to the Chief Executive Officer of the Company in September 2023 were canceled by mutual agreement and replaced with RSUs, which consisted of both time-based and performance-based RSUs. The Company granted RSUs that vested on March 31, 2024, RSUs that vest ratably over a period of twenty-four months beginning April 2, 2024, and the remaining RSUs that vest upon the achievement of certain milestones. |
During the three months ended March 31, 2023, the Company did t have any restricted stock unit activity.
The following table summarizes restricted stock unit activity for the three months ended March 31, 2024:
| Nonvested RSUs | ||||||||
| Weighted Average | ||||||||
| Number of | Fair Value | |||||||
| RSUs | (Grant Date) | |||||||
| Balance, December 31, 2023 | $ | |||||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited/Canceled | ( | ) | ||||||
| Balance, March 31, 2024 | $ | |||||||
11. Related Party Transactions
Other than the transactions disclosed elsewhere in the condensed consolidated financial statements, the following are the other significant related party transactions and balances:
Included in common stock issued for services during the three months ended March 31, 2024, were shares of common stock issued to the former Executive Chairman of the Company for services rendered, unpaid cash remuneration, and bonus compensation (Note 9).
Included in stock-based awards granted during the three months ended March 31, 2024, were shares of RSUs granted to the Chief Executive Officer of the Company. On March 31, 2024, shares of RSUs that were granted in September 2023 were canceled by mutual agreement between the Company and the Chief Executive Officer (Note 10).
| 23 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
11. Related Party Transactions (continued)
Included in stock-based awards granted during the three months ended March 31, 2024, were shares of RSUs granted to the Chief Financial Officer of the Company (Note 10).
At
March 31, 2024 and December 31, 2023, $
At
March 31, 2024 and December 31, 2023, $
At
March 31, 2024 and December 31, 2023, $
At
March 31, 2024 and December 31, 2023, $
At
March 31, 2024, $
At
March 31, 2024, the outstanding balance on the related party line of credit of $
12. Contingencies
In the ordinary course of business, the Company is routinely defendants in, or parties to a number of pending and threatened legal actions including actions brought on behalf of various classes of claimants. In view of the inherent difficulty of predicting the outcome of such matters, the Company cannot state what the eventual outcome of such matters will be. Legal provisions are established when it becomes probable that the Company will incur an expense related to a legal action and the amount can be reliably estimated. Such provisions are recorded at the best estimate of the amount required to settle any obligation related to these legal actions as at the balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Management and internal and external experts are involved in estimating any amounts that may be required. The actual costs of resolving these claims may vary significantly from the amount of the legal provisions. The Company’s estimate involves significant judgement, given the varying stages of the proceedings, the fact that the Company’s liability, if any, has yet to be determined and the fact that the underlying matters will change from time to time. Other than as set forth below, the Company is not presently a party to any litigation. The Company is not able to make a reliable assessment of the potential losses as these matters are at an early stage, accordingly, no amounts have been accrued in the condensed consolidated financial statements.
| 24 |
BRIGHT GREEN CORPORATION
Notes to the Condensed Consolidated Financial Statements (Unaudited)
For the Three Months Ended March 31, 2024 and 2023
(Expressed in United States Dollars)
12. Contingencies (continued)
Bright
Green Corporation v. John Fikany, State of New Mexico, County of Cibola, Thirteenth Judicial District. In this matter, the Company
filed a complaint for declaratory judgment against a consultant of the
Bright
Green Corporation v. Jerry Capussi, State of New Mexico, County of Cibola, Thirteenth Judicial District. In this matter, the Company
and defendant, a former consultant of Sunnyland Farms Inc., an entity unrelated to the Company, have each filed claims for declaratory
judgment seeking to determine by court order whether defendant is entitled to
13. Subsequent Events
The Company’s management has evaluated the subsequent events up to May 20, 2024, the date the condensed consolidated financial statements were issued, pursuant to the requirements of ASC 855, and has determined the following constitute material subsequent events:
On
April 5, 2024 and April 9, 2024, the Company drew an additional $
On
April 25, 2024, the Company received $
| 25 |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the accompanying notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements based upon current plans, expectations, and beliefs, involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements. You should review the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, and other periodic reports filed with the Securities and Exchange Commission (the “SEC”) for discussions of forward-looking statements and factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis, and elsewhere in this Quarterly Report on Form 10-Q. Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Bright Green Corporation (the “Company”, “BGC”, “Bright Green”, “we,” “us”, or “our) is a first-mover in the U.S. federally-authorized cannabis space. BGC is one of a few companies who have received from the U.S. Drug Enforcement Administration (the “DEA”), a federal controlled substances registration for the bulk manufacturing of cannabis under DEA Registration No. RB0649383 (the “DEA Registration”), which allows the Company to produce and export federally legal cannabis, cannabis extracts, and tetrahydrocannabinol in the U.S. We received the DEA Registration on April 28, 2023, pursuant to the Memorandum of Agreement (the “MOA”) with the DEA entered into on April 27, 2023, which replaced the 2021 Memorandum of Agreement (the “2021 MOA”) (DEA Document Control Number W20078135E). In May 2023, we received a second DEA registration for Importing Schedule I Controlled Substances under DEA registration No. RB0650754.
Unlike state-licensed cannabis companies who engage in commercial sales to consumers, and whose businesses are legal under state law but not federal law, subject to the milestones and requirements set forth herein, we are authorized by the federal government to sell cannabis commercially for research and manufacturing purposes, export cannabis for international cannabis research purposes, and sell cannabis to DEA-registered pharmaceutical companies for the production of medical cannabis products and preparations. Our business activities under the DEA Registration are subject to applicable federal law and regulations and to our obligations under the MOA we entered into with the DEA. Our DEA Registration is valid through July 31, 2024. For our cannabis business line, we plan to focus on the development of cannabis strains and sales of cannabis and hemp products with high contents of CBN (cannabinol) and CBG (cannabigerol).
In addition to research and pharmaceutical supply sales, Bright Green will be able to sell certain cannabinoids, such as CBN (cannabinol) and CBG (cannabigerol) as hemp isolates or extracts, and plans to sell CBN and CBG hemp products to consumers where such products are fully legal under all applicable laws. On August 9, 2022, the DEA confirmed to BGC that cannabinoids, including, but not limited to CBN/CBG, which meet the definition of “hemp” by having a Delta-9-tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis, are outside of the DEA’s jurisdiction because they are not controlled under the CSA. Hemp and hemp products were made legal by the Agriculture Improvement Act of 2018 (the “2018 Farm Bill”), which has been codified in 21 U.S.C. § 802(16)(B)(i), and 7 U.S.C. § 1639o. This hemp product business line will be in addition to our research and pharmaceutical cannabis activities conducted under the DEA Registration.
In addition to hemp and cannabis, we plan to manufacture additional plant-based medicines derived from controlled substance plants and fungi, including but not limited to, psilocybin, peyote cactus, and opium poppy as part of our “Drugs Made in America” strategy. In February 2024, we received approval from the New Mexico Board of Pharmacy to produce additional Schedule I and Schedule II controlled substances at our Grants, NM facility (NM Board of Pharmacy License Nos. CS02324187 and WD20220144). We have applied for an additional DEA bulk manufacturing registration for these additional Schedule I and Schedule II controlled substances. Our decision to expand beyond cannabis to other plant-based medicines is in response to increased demand for additional controlled substances, the growing need to bolster domestic supply and production of plant based medicines, and the DEA’s recent decision to increase quotas for certain psychedelic controlled substances. Psilocybin, in particular, has received significant media attention in recent years, and clinical trials on the drug’s potential are underway at the Johns Hopkins Center for Psychedelic & Consciousness Research, the University of California, New York University, the University of Michigan, Yale University, and the Usona Institute, among others. Additionally, in July 2023, the American Medical Association (“AMA”) published language for new Current Procedural Terminology (“CPT”) III codes for psychedelic therapies. The codes went into effect on January 1, 2024. These new CPT codes will facilitate reimbursement and access to FDA-approved psychedelic therapies in the U.S. While no psychedelic-assisted therapy has yet been approved by the FDA, several potential new drugs are in various phases of clinical trials with the potential for at least one approval in 2024. The additional DEA bulk manufacturing registration that Bright Green is seeking will allow us to supply the growing demand for psychedelic and plant-based medicine research, as well as to produce Active Pharmaceutical Ingredients (“APIs”) for a number of key pharmaceutical drugs. Given the recent prescription drug shortages experienced both in the U.S. and in other countries, our additional approval would allow us to meet U.S. demand for these drugs and contribute a consistent domestic supply of these drugs both for API and for research purposes.
| 26 |
Because cannabis, and the other future controlled substances we have applied for DEA registration to manufacture, are still Schedule I and Schedule II controlled substances in the U.S., they have been historically under-researched. Though the majority of Americans now live in states where cannabis is legal, the full potential of the cannabis plant (and other controlled substance plants) for medicinal use remains understudied due to limited access to federally-approved cannabis and other controlled substances. The DEA recently issued a call for more cannabis research supply based on the increased demand for cannabis research in the U.S. As described herein, on April 28, 2023, we received the DEA Registration, which allows us to produce federally legal cannabis, cannabis extracts, and tetrahydrocannabinol and to sell legally within the U.S. to licensed researchers and pharmaceutical companies, in addition to qualifying us to export cannabis internationally. In January 2024, the DEA increased its quotas not only for cannabis but also for psilocybin and other psychedelics to meet medical and scientific needs. Our plan to expand our business to include additional controlled substances is in line with our Company’s mission and is in response to increased demand for these historically understudied plant medicines.
BGC must comply with the terms agreed upon pursuant to the MOA which include: submitting an Individual Procurement Quota on or before April 1 of each year utilizing DEA Form 250; submitting an Individual Manufacturing Quota on or before May 1 of each year utilizing DEA Form 189; collecting samples of cannabis and distributing them to DEA-registered analytical laboratories for chemical analysis during the pendency of cultivation and prior to the DEA’s taking possession of the cannabis grown; providing the DEA with 15-day advance written notification, via email, of its intent to harvest cannabis; following the DEA’s packaging, labeling, storage and transportation requirements; distributing DEA’s stocks of cannabis to buyers who entered into bona fide supply agreements with the Company; providing the DEA with 15-day advance written notification of its intent to distribute cannabis; and invoicing the DEA for harvested cannabis that it intends to sell to the DEA.
Having received our DEA Registration for the bulk manufacturing of cannabis, we are permitted to cultivate and manufacture cannabis, supply cannabis researchers in the U.S. and globally, and produce cannabis for use in pharmaceutical production of prescription medicines within the U.S. Our DEA Registration permits our cannabis activities under federal law, which sets BGC apart from most other U.S. cannabis companies.
We have assembled an experienced team of medical professionals and researchers, international horticultural growers and experts, and construction and cannabis production professionals, which we believe position us as a future industry leader in the production of plant-based medicines.
Key Factors Affecting Our Results of Operations and Future Performance
We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we must successfully address in order to sustain our growth and improve our results of operations. Our ability to successfully address these challenges is subject to various risks and uncertainties, including those described in the section titled “Risk Factors” of this Quarterly Report on Form 10-Q.
Results of Operations
This section includes a summary of our historical results of operations, followed by detailed comparisons of our results for the three months ended March 31, 2024 and March 31, 2023.
The Company has not started commercial operations but has incurred expenses in connection with corporate and administrative matters, upkeep of acquired properties for future growing, processing and distribution of medical plants, and improvements to those properties. These expenses include stock-based compensation for services rendered, legal and audit fees, and property-related expenses such as depreciation, insurance and taxes. As a result, the Company reported a net loss in both reporting periods.
Three months ended March 31, 2024 compared to three months ended March 31, 2023.
Revenue:
We are a start-up company and have not generated any revenues for the three months ended March 31, 2024 and 2023. We can provide no assurance that we will generate sufficient revenues from our intended business operations to sustain a viable business operation.
| 27 |
Operating Expenses:
We incurred operating expenses in the amount of $1,877,867 for the three months ended March 31, 2024, as compared to $2,612,623 for the same period ended 2023. We incurred general and administrative expenses in the amount of $1,733,839 for the three months ended March 31, 2024, as compared to $2,455,082 for the same period ended 2023. Our operating expenses for all periods consisted entirely of general and administrative expenses and depreciation. The detail by major category within general and administrative expenses for the three months ended March 31, 2024 and 2023 is reflected in the table below.
| Three Months Ended | ||||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Professional fees | $ | 688,766 | $ | 926,093 | ||||
| Stock-based compensation | 672,138 | 823,900 | ||||||
| Officer salaries | 138,418 | 480,757 | ||||||
| Licenses | 94,024 | 5,550 | ||||||
| Other expenses | 92,877 | 123,533 | ||||||
| Insurance | 30,482 | 40,906 | ||||||
| Property taxes | 13,943 | 14,528 | ||||||
| Travel | 3,191 | 39,815 | ||||||
| Total general and administrative expenses | $ | 1,733,839 | $ | 2,455,082 | ||||
| Depreciation | 144,028 | 157,541 | ||||||
| Total operating expenses | $ | 1,877,867 | $ | 2,612,623 | ||||
Our general and administrative expenses decreased by $721,243 for the three months ended March 31, 2024, compared to the same period in 2023, largely due to decreased spending on officer salaries, stock-based compensation to executives, and professional fees.
We expect our general and administrative expenses to increase in future quarters as we continue with our reporting obligations with the SEC and the increased expenses associated with increased operational activity, which is expected for the balance of the year.
Liquidity and Capital Resources
As of March 31, 2024, the Company had cash of $nil compared to $10,059 as of December 31, 2023. The decrease of $10,059 in cash was mainly by the use of funds for the construction in progress and the costs associated with the Company’s SEC filings. This was partly offset by cash received from a $110,000 draw on the line of credit. Since its inception, the Company has incurred net losses and funded its operations primarily through the issuance of equities and draws on the line of credit provided by the Chairwoman of the Company. As of March 31, 2024, the Company had a total stockholders’ equity of $11,113,553 (December 31, 2023 - $10,964,945).
The Company is in its initial stages to start building facilities to grow, research, and distribute medical plants. The Company has incurred recurring losses from operations and, as of March 31, 2024, had an accumulated deficit of $48,152,919 (December 31, 2023 - $47,203,469) and a negative working capital of $4,621,021 (December 31, 2023 – $5,968,030). The Company does not have sufficient working capital to pay its operating expenses for a period of at least 12 months from the date the condensed consolidated financial statements were authorized to be issued. The Company’s continued existence is dependent upon its ability to continue to execute its operating plan and to obtain additional debt or equity financing. The Company has developed plans to raise funds and continues to pursue sources of funding that management believes, if successful, would be sufficient to support the Company’s operating plan. The Company’s operating plan is predicated on a variety of assumptions including, but not limited to, the level of product demand, cost estimates, its ability to continue to raise additional financing, and the state of the general economic environment in which the Company operates. There can be no assurance that these assumptions will prove accurate in all material respects, or that the Company will be able to successfully execute its operating plan. In the event that the Company is not able to raise capital from investors or credit facilities in a timely manner, the Company will explore available options, including but not limited to an equity-backed loan against the property. In the absence of additional appropriate financing, the Company may have to modify its plan or slow down the pace of development and commercialization.
Sources of Liquidity
Cash Flows
Operating Activities
| For the three months ended | ||||||||
| March 31, 2024 | Mach 31, 2023 | |||||||
| Net cash (used in) provided by operating activities | (58,552 | ) | 273,391 | |||||
During the three months ended March 31, 2024 and March 31, 2023, all cash (used in) provided by operating activities was for general and administrative expenses.
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Investing Activities
| For the three months ended | ||||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Net cash used in investing activities | (61,507 | ) | (1,537,668 | ) | ||||
During the three months ended March 31, 2024 and March 31, 2023, all cash used in investing activities was for the construction of the greenhouse.
Financing Activities
| For the three months ended | ||||||||
| March 31, 2024 | March 31, 2023 | |||||||
| Net cash provided by financing activities | 110,000 | 1,272,205 | ||||||
During the three months ended March 31, 2024, cash provided by financing activities were proceeds of $150,000 from the related party short-term note payable and $110,000 from the related party line of credit. These proceeds were offset by a payment of $150,000 to the related party line of credit.
During the three months ended March 31, 2023, cash provided by financing activities were proceeds of $1,090,000 from the issuance of common stock and warrants, net of issuance costs, and $182,205 from the related party line of credit.
Contractual Obligations and Commitments
The Company does not have any short or long-term contractual purchases with suppliers for future purchases, capital expenditure commitments that cannot be canceled with minimal fees, noncancelable operating leases, or any commitment or contingency that would hinder management’s ability to scale down operations and management expenses until funding is raised.
Inflation
Although our operations are influenced by general economic conditions, we do not believe that inflation had a material effect on our results of operations during the three months ended March 31, 2024.
Off-balance sheet arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates based on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. For a detailed discussion about the Company’s significant accounting policies, refer to Note 3 “Summary of Significant Accounting Policies,” in the Company’s condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. During the three months ended March 31, 2024, no material changes were made to the Company’s significant accounting policies.
Recently Issued Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 3 to the Company’s condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
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JOBS Act Accounting Election
We are an emerging growth company, as defined in the JOBS Act. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to use the extended transition period under the JOBS Act until the earlier of the date we (1) are no longer an emerging growth company or (2) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our condensed consolidated financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Not Applicable.
| ITEM 4. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures. As required by Rule 13a-15(b) of the Exchange Act, an evaluation as of March 31, 2024 was conducted under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act). Based on this evaluation as of March 31, 2024, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of the period ended March 31, 2024.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Management recognizes that a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud or error, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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| PART II. | OTHER INFORMATION |
| ITEM 1. | LEGAL PROCEEDINGS |
From time to time, we may be involved in legal proceedings arising from the normal course of business activities. Defending such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors. There are no material updates to litigation previously disclosed.
| ITEM 1A. | RISK FACTORS |
An investment in our securities involves a high degree of risk, including those risks described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023, which we encourage you to review. There have been no material changes from the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 16, 2024, as amended on April 29, 2024. If any of these risks are realized, our business, financial condition and results of operations could be materially and adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment in our securities. Additional risks of which we are not presently aware or that we currently believe are immaterial may also harm our business and results of operations. Some statements in this Quarterly Report on Form 10-Q, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled “Cautionary Note Regarding Forward-Looking Statements” for more information.
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES |
None.
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES |
Not applicable.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| ITEM 5. | OTHER INFORMATION |
None.
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| ITEM 6. | EXHIBITS |
* Filed herewith.
| † | The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. |
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SIGNATURES
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 thereunto duly authorized.
| BRIGHT GREEN CORPORATION | ||
| Date: May 20, 2024 | By: | /s/ Gurvinder Singh |
| Gurvinder Singh | ||
| Chief Executive Officer | ||
| Date: May 20, 2024 | By: | /s/ Saleem Elmasri |
| Saleem Elmasri | ||
| Chief Financial Officer | ||
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