CUSIP No. 39536G105
| Item 3. | Source and Amount of Funds or Other Consideration. |
On June 15, 2020, Morningside acquired 19,317,805 shares of Series D Preferred Stock of GreenLight BioSciences, Inc. (“GreenLight”) for an aggregate purchase price of approximately $35.0 million. All such shares were acquired with working capital.
In November 2021, concurrently with the execution of the Business Combination Agreement, dated August 9, 2021 (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Issuer, Honey Bee Merger Sub, Inc. (“Merger Sub”), and GreenLight, and described below, and contingent on the closing of the transactions contemplated thereby, Morningside entered into a subscription agreement (the “Subscription Agreement”), pursuant to which it agreed to purchase $10.0 million of shares of the Issuer’s Class A Common Stock at a price of $10.00 per share in a PIPE financing (the “PIPE financing”).
On December 20, 2021, Morningside assigned its rights and obligations under the Subscription Agreement to MVIL, LLC, its wholly owned subsidiary.
On December 29, 2021, MVIL, LLC advanced an aggregate of $5.0 million of the proceeds to be raised in the Issuer’s PIPE financing through the purchase of convertible securities (the “Convertible Instruments”) pursuant to the terms of an Investment Agreement entered into between Greenlight and certain prepaying PIPE Investors. The Convertible Instruments matured 12 months after the date of issuance (or, if earlier, upon an event of default specified in the Convertible Instruments) and bore interest at the minimum applicable federal rate per annum, which interest was payable at maturity. In connection with the issuance of the Convertible Instruments, GreenLight, the Issuer and each prepaying PIPE Investor agreed in a letter agreement that the Issuer would accept a tender of its Convertible Instrument as payment of the purchase price under the prepaying PIPE Investor’s Subscription Agreement in an amount equal to the outstanding principal and interest accrued on the Convertible Instrument as of the date of the closing under the Subscription Agreement.
On February 2, 2022, immediately prior to and in connection with the closing of the Business Combination, MVIL acquired 1,000,000 shares of Class A Common Stock for an aggregate purchase price of approximately $10.0 million. Such shares were acquired by the tendering of the Convertible Instrument, which satisfied $5.0 of the consideration, and the balance was acquired with working capital.
On February 2, 2022, the Issuer consummated the business combination transaction (the “Business Combination”) contemplated by the Business Combination Agreement. On the date of the closing of the Business Combination, Merger Sub merged with and into GreenLight (the “Merger”), with GreenLight as the surviving company in the Merger. After giving effect to the Merger, GreenLight is a wholly owned subsidiary of the Issuer.
In connection with the Business Combination, the 19,317,805 shares of Series D Preferred Stock held by Morningside was exchanged at an exchange ratio of 0.6656 for 12,857,931 shares of Class A Common Stock of Issuer without additional consideration. Such shares were then converted on a one-for-one basis for 12,857,931 shares of Common Stock of Issuer. The 1,000,000 shares of Class A Common Stock acquired by MVIL in the PIPE financing converted into 1,000,000 shares of Common Stock of the Issuer in connection with the Business Combination.
| Item 4. | Purpose of Transaction. |
The securities reported herein were acquired solely for investment purposes with the aim of increasing the value of the investment and the Issuer. Other than as described above, the Reporting Persons do not have any plans or proposals which would result in any of the following:
| | (a) | The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
