UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) 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. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting compa ...

Financial Performance - The company reported a negative operating cash flow of $2,455,612 for the year ended December 31, 2023, compared to a negative cash flow of $2,265,770 for the year ended December 31, 2022[48]. - The company may need to raise substantial additional funds in the future, which may not be available on acceptable terms[45]. - The company’s future earnings and cash flows may be volatile, resulting in uncertainty about its prospects[46]. - There is uncertainty regarding the availability of substantial additional funds needed for future operations[109]. - The company does not intend to pay any dividends in the foreseeable future, focusing instead on retaining earnings to fund business growth[161]. - The company does not anticipate paying any cash dividends on its common stock in the foreseeable future[181]. Stock and Financing - The company has sold 44,010 shares of common stock at $39.99 per share, generating proceeds of $1.76 million as of May 25, 2023[69]. - The company issued 1,000,000 shares of common stock in connection with the merger with Grants Greenhouse Growers, Inc., and received an option to purchase approximately 505 acres of land at $5,000 per acre[70]. - The company modified its private placement offering to authorize the sale of 20,000,000 shares at $2.00 per share under the EB-5 immigrant investor program[143]. - The company initiated its EB-5 Program on February 1, 2023, allowing the issuance of up to 12,609,152 shares of common stock at a price of $39.99 per share, with 44,010 shares issued to date[165]. - The company may need to seek additional financing for future acquisitions or strategic transactions, which could lead to dilution for current stockholders[147]. - The company may issue additional shares of common stock in the future, which could significantly dilute existing stockholders[158]. - The company expects to issue additional shares of common stock or securities convertible into common stock in connection with possible financings or acquisitions, which could result in substantial dilution[203]. - The company has issued warrants and may continue to issue additional securities, which could dilute ownership interest and exert downward pressure on the stock price[204]. Regulatory and Compliance Risks - The company faces risks related to obtaining insurance at economically viable rates due to its involvement in the cannabis industry[78]. - The company is subject to significant regulatory risks, including FDA regulations that could negatively impact its financial condition[45]. - Future FDA regulations could significantly affect the cannabis industry, impacting operational costs and business prospects[94]. - The company is subject to various laws and regulations in different jurisdictions, which may impede expansion and increase operational costs[129]. - The company may face increased legal and financial compliance costs due to changing laws and regulations, potentially diverting management's attention from revenue-generating activities[192]. - The company has identified a material weakness in its internal control over financial reporting as of June 30, 2022, but concluded that its disclosure controls were effective as of December 31, 2023[58]. Market and Industry Conditions - The cannabis markets are heavily reliant on discretionary consumer spending, which may be adversely affected by the current economic environment due to COVID-19 and high volatility[80]. - The U.S. wholesale market for cannabis and other controlled substances for research is of unknown size and difficult to forecast[121]. - Recent enforcement actions by U.S. Customs and Border Protection against state-legal cannabis could disrupt product transport and reduce profitability[141]. - The company faces competition in attracting and retaining research and pharmaceutical customers, which could impact profitability[122]. Operational Challenges - The company is subject to various risks related to construction projects, including delays in obtaining necessary governmental approvals and permits[104]. - Logistical problems and unexpected costs in facility construction could disrupt production schedules and negatively affect financial conditions[105]. - Quality control systems are critical to the success of the business, and any significant failure could adversely affect operations[138]. - The company may face product liability claims that could adversely affect its reputation and financial condition[106]. - The company may experience significant integration challenges and increased costs associated with future acquisitions[170]. Management and Personnel - The company is highly dependent on its management team, and the loss of key personnel could adversely affect its business and growth prospects[50]. - The company is dependent on stable banking relations, which may be affected by banks' risk aversion towards the cannabis industry[144]. - The company is dependent on traditional banking services for its operations, and any loss of banking relationships could adversely affect its business[167]. Cybersecurity and Intellectual Property - The company is susceptible to cyber-security risks, with successful attacks potentially leading to financial losses and reputational damage[150]. - The company faces risks related to intellectual property, including potential litigation to defend its rights, which could be costly and distract management[171]. Stock Market Compliance - The company received notice from Nasdaq granting an additional 180-day grace period until August 12, 2024, to regain compliance with the Bid Price Rule, requiring a minimum bid price of $1.00 for at least 10 consecutive business days[195]. - If the company fails to regain compliance, it may face delisting from Nasdaq, which could negatively affect the market price of its common stock[196]. - The company is classified as an "emerging growth company," allowing it to take advantage of reduced disclosure requirements[183]. - The company may rely on exemptions from certain disclosure requirements as a smaller reporting company, which could affect the attractiveness of its common stock to investors[186].

GRANTS, NEW MEXICO, March 14, 2024 (GLOBE NEWSWIRE) -- Bright Green Corporation (NASDAQ:BGXX) ("Bright Green" or the "Company") Today announced that BGXX will install a 102-megawatt solar field to power the electricity and heating requirements for the new $250 million Dalsem expansion project and commits to switch the existing facility that currently burns natural gas and heavy oil to solar. This ensures that the BGXX production and drug manufacturing requirements in Grants, New Mexico are carbon neutral. T ...

GRANTS, NEW MEXICO, March 12, 2024 (GLOBE NEWSWIRE) -- Bright Green Corporation (NASDAQ:BGXX) ("Bright Green" or the "Company") today announced that it has signed an agreement with Dalsem Greenhouse Technologies BV for a $250 million construction project to expand the Company's current research, production and extraction processing facility located in rural Grants, New Mexico (the "Dalsem Agreement"). The proposed expansion will add 7 million square feet of manufacturing and production capabilities. The Dal ...

CEO, Groovy Singh appointed as a new member of the Company's Board Founder, Lynn Stockwell, appointed as Chair of the Board of Directors Grants, New Mexico, Feb. 16, 2024 (GLOBE NEWSWIRE) -- Bright Green Corporation (NASDAQ:BGXX) – Bright Green Corporation, a Delaware corporation (the "Company"), announced Friday that CEO Groovy Singh is the newest member of the company's Board of Directors (the "Board"). Current board member and Co-Founder Lynn Stockwell was also announced as the new Chair of the Board. Si ...

Grants, New Mexico, Jan. 25, 2024 (GLOBE NEWSWIRE) -- Bright Green Corporation (NASDAQ:BGXX) today announced the agreement to purchase assets from C2 Wellness Corporation. ("C2"), a Wyoming registered company with an address at 30 N Gould St, Ste R, Sheridan, WY, that owns certain platform technologies and associated intellectual property invented and developed by the scientific team of C2. The purchase is for 5 million shares of common stock of Bright Green Corporation payable to all shareholders of C2. Th ...

Singh's appointment comes in support of the Company's next evolution, which will be focused on investing in top talent, commencement of commercial operations, and investing in clinical research and development of plant based therapies, and expanding into cultivation and manufacturing of other scheduled substances. GRANTS, N.M., Jan. 14, 2024 (GLOBE NEWSWIRE) -- Bright Green Corporation (NASDAQ:BGXX) ("Bright Green" or "the Company"), announced today their appointment of Groovy Singh, a renowned leader and s ...

3 Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) For the Three Months and Nine Months Ended September 30, 2023 and 2022 (Expressed in United States Dollars) 4 Balance at June 30, 2023 179,483,020 $ 17,948 $ - $52,984,109 $ (39,681,257) $ 13,320,800 Balance at September 30, 2023 183,883,818 $ 18,388 $ - $57,266,711 $ (41,672,499) $ 15,612,600 Balance at September 30, 2023 183,883,818 $ 18,388 $ - $57,266,711 $ (41,672,499) $ 15,612,600 Condensed Consolidated Statements of ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | |-----------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------| | ...

The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the condensed state ...