BRIGHT GREEN CORP : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry Into a Material Definitive Agreement.

The disclosure set forth under Item 5.02 of this Current Report on Form 8-K is
incorporated by reference into this Item 1.01.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



Effective as of February 9, 2023, Terry Rafih, the Chief Executive Officer and
Executive Chairman of the Board of Directors (the “Board”) of Bright Green
Corporation
, a Delaware corporation (the “Company”), resigned from his position
as Chief Executive Officer of the Company in connection with the appointment of Seamus McAuley as Chief Executive Officer, as described below. Mr. Rafih will
continue to serve the Company as Executive Chairman of the Board. Mr. Rafih indicated to the Company that he did not resign as a result of any disagreement
with the Company on any matter relating to the Company’s operations, policies,
or practices. There will be no changes to Mr. Rafih’s compensation as he
continues to serve the Company as Executive Chairman of the Board.

Seamus McAuley was appointed Chief Executive Officer of the Company, effective
as of February 9, 2023. On February 15, 2023, effective as of February 9, 2023,
the Company entered into an Executive Employment Agreement with Mr. McAuley (the
“McAuley Agreement”) to serve as the Company’s Chief Executive Officer. The
McAuley Agreement provides Mr. McAuley an annual base salary of $300,000,
reimbursement for certain expenses, and eligibility to participate in the
Company’s benefit plans and executive compensation programs generally.
Additionally, upon the achievement of specific milestones, as described in
Exhibit A to the McAuley Agreement, Mr. McAuley shall be eligible to receive
awards to purchase up to an aggregate of 5,000,000 shares of the Company’s
common stock. Each award is subject to and conditioned upon the approval of the
Board, which approval shall be granted as each milestone is met. The McAuley
Agreement subjects Mr. McAuley to standard restrictive covenants for agreements
of its type, including non-competition, non-solicitation, and invention
assignment provisions.

From June 2021 to February 2023, Mr. McAuley was the Chief Executive Officer of
Alterola Biotech Inc., a UK based pharmaceutical company developing cannabinoid,
cannabinoid-like, and non-cannabinoid pharmaceutical active pharmaceutical
ingredients (APIs) and targeting European novel food approval of
cannabinoid-based, cannabinoid-like and non-cannabinoid ingredients and
products. Mr. McAuley has been the Chief Executive Officer of Opes Medical
Holdings Ltd.
(“OPES”) since founding the company in July 2019. OPES is a
consultancy offering strategic executive services for the development of new and
innovative medical technologies and in- vitro diagnostics, accessing funding
sources and commercial launch of products. Before founding OPES, Mr. McAuley held several senior level sales and commercialization positions. From September
2018
to July 2019, Mr. McAuley was the European Corporate Development Manager
for Diploma PLC, an international group of businesses supplying specialized
technical products and services to the life sciences sector, where he was
responsible for identifying, targeting, assessing and closing company
acquisitions in strategically identified geographic zones and market sectors.
Prior to that, from July 2011 to July 2019, Mr. McAuley was Sales and Commercial
Director (UK & Ireland) for Technopath Distribution Ltd., an international
manufacturer and distributor of clinical diagnostic products, where he more than
doubled sales. Mr. McAuley earned diplomas in counselling and nursing from the
University of Ulster.

The foregoing description of the McAuley Agreement does not purport to be
complete and is qualified in its entirety by its full text, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.



Item 8.01 Other Events




On February 9, 2023, the Company issued a press release, a copy of which is
filed herewith as Exhibit 99.1, announcing the CEO transition. The information
set forth in this Item 8.01 and in Exhibit 99.1 is furnished and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section. The information in this Item 8.01 and in Exhibit 99.1 shall not
be deemed to be incorporated by reference into any filing of the Company under
the Securities Act, or the Exchange Act, whether made before or after the date
hereof, except as shall be expressly set forth by specific reference in such a
filing.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits



Exhibits.



Exhibit
Number          Description
10.1¥             Executive Employment Agreement, dated as of February 9, 2023, by
                and between Bright Green Corporation. and Seamus McAuley.
99.1              Press release dated February 9, 2023.
104             Cover Page Interactive Data File (embedded within the Inline XBRL
                document)



¥ Indicates a management contract or compensatory plan, contract or arrangement.

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