NASDAQ Allows DEA Approved Cannabis Company To Trade

Bright Green (NASDAQ: BGXX) is a cannabis company with no revenue that just began trading on the NASDAQ, despite the exchange’s insistence that it won’t list U.S. cannabis companies due to the product being federally illegal. Bright Green plans to produce cannabis for research purposes with the Drug Enforcement Agency‘s (DEA) blessing, which seems to be the reason why the NASDAQ has allowed the company to trade. It would be considered federally legal cannabis. The stock is trading at $26.

Bright Green states in its prospectus, “In May 2021, we entered into the MOA with the DEA, which outlines the terms of the DEA’s conditional approval of Bright Green to proceed through the DEA’s registration process, as described above. The MOA with the DEA is effective for a one-year term, renewable for up to four additional one-year terms. These terms are agreed to by both the DEA and BGC, and the MOA is filed under DEA Document Control Number W20078135E. There is no guarantee that we will obtain the necessary authorization now, or in the future for renewal purposes.” Previously, only the University of Mississippi held such authorization.

Green Market Report has asked the DEA to confirm this agreement but has not received a response as of yet.

The company only has two employees a Chief Executive Officer and a Chief Financial Officer. No one on the board has any cannabis experience whatsoever and mostly comes from the automotive industry. Plus, the company is already involved in two lawsuits one of which is involving the company’s former CEO John Fikany. Terry Rafih is the Chairman of the Board and Edward Robinson is BGC’s Chief Executive Officer and Director. Robinson was the Chief Executive Officer of BMW Financial Services for the America’s Region from April 2005 to December 2016. Douglas Bates resigned as Chief Financial Officer in March 2022. Saleem Elmasri was appointed as his replacement in March 2022.

DEA Is the Customer

“We plan to sell cannabis to research institutions pursuant to our conditional approval from the DEA. Sales of THC cannabis products will be made only via bona fide supply agreements from existing DEA registrants, and not directly to consumers. Following final approval from the DEA, Bright Green will receive a Controlled Substances Bulk Manufacturing License to cultivate and manufacture cannabis for sale to federally funded research institutions and other purposes. There is no guarantee that we will receive final approval from the DEA.”

The company has also said that it plans to sell high CBN and CBG cannabis directly to consumers if and when cannabis legalization occurs at the federal level. “We also plan to leverage our cultivation, research, and manufacturing facilities to develop and commercialize approved medical cannabis products to sell to DEA registered pharmaceutical producers. BGC plans to sell mostly extracted oils from medicinal plants grown in these high-tech facilities and processed onsite through a proprietary system that vertically integrates the genetically altered growth of the plants to conform to automated growing systems. Once the two larger greenhouses are constructed, we estimate we can process 5,000 pounds of dry plant biomass per day to produce 220 pounds of distillate, which can create 85,000,000 milligrams of cannabinoids per day.”

Negative Cash

The company must be hoping that by going public it will raise the money necessary for the lofty building ambitions. It had a negative operating cash flow of $1,656,575 in the fiscal year ended December 31, 2021, and $513,337 for the year ended December 31, 2020. The company’s filing states it only has $1.2 million in cash on hand as of the end of 2021.

Greenhouses

The company said it plans to spend $76 million in 2022 on its greenhouse facilities, $161,200,000 in 2023, and another $60,000,000 in 2024 for a total of $297 million.

BGC owns a 70-acre parcel of land, on agricultural property, which includes an existing 22-acre greenhouse structure. The company also owns a 40-acre parcel of land nearby and holds options for two additional 300-acre properties which are adjacent to the owned properties (one is known as the “Candelaria” property, and the other is known as the “Azuz” property). The existing 22-acre greenhouse will be used to cultivate non-cannabis herbs and medicinal plants.

In addition to the existing greenhouse, BGC will be undergoing new construction to establish a state-of-the-art facility headquartered on our property in Grants, NM that will include two 57-acre greenhouses and a two-acre University Greenhouse (the “Fast Start University Greenhouse”) to begin housing our cannabis research, development, cultivation and manufacturing operations. This first greenhouse facility will have a production capacity for 50,000 cannabis plants at all times of differing maturity levels. Additionally, we estimate we will harvest approximately 300,000 mature plants per year (with multiple harvests per year).

The Fast Start University Greenhouse will house our research and development facility pursuant to potential partnerships and other arrangements with leading U.S. universities. The Fast Start University Greenhouse is expected to be complete by October 2022 though there may be delays due to global supply chain issues. “Our first harvest will be complete approximately two months from the date of completing construction. We will take a phased approach to the build out of Phase 1 and Phase 2 and will plant intermittently as phases of each greenhouse reach completion with estimated planting dates to be completed in tranches as follows: March 2023, September 2023, March 2024, September 2024.”

Aurora Larssen

The BGC process says it will draw on expertise from Aurora Larssen Projects, which has completed over 50 fully legal cannabis projects in jurisdictions throughout the world. However, BGC “has not entered into a formal agreement with the company.”  Aurora Larssen is owned by Aurora Cannabis (NASDAQ: ACB). BGC says it will start with tissue cultures from Nordic Supreme, which will provide proven cannabis genetics from Denmark, and then have best practices developed by Aurora Larssen.

 

Lawsuits

The company is already facing two lawsuits before even getting started. These cases are listed in the company’s filing:

Bright Green Corporation v. John Fikany, D-1333-CV-2020-00231, State of New Mexico, County of Cibola, Thirteenth Judicial District. In this matter, the Company filed a complaint for declaratory judgment against the former acting Chief Executive Officer of the Bright Green Group of Companies, an entity unrelated to the Company, to determine if defendant is entitled to 5,000,000 shares of the Company’s common stock, based on a failure to fulfill agreed-upon conditions precedent to earning such shares from the Company. Defendant counterclaimed and filed a third-party claim against Lynn Stockwell, founder and a director of the Company, and Ms. Stockwell’s husband, for claims including wrongful termination and breach of contract. The Company denies defendants allegations and have set forth arguments refuting defendant’s counterclaims and third-party claims. The case is in the discovery phase. The Company is exploring potential dispositive motions against the counter and third-party claims.

Bright Green Corporation v. Jerry Capussi, D-1333-CV-2020-00252, State of New Mexico, County of Cibola, Thirteenth Judicial District. In this matter, the Company and defendant, a former consultant of BGGI, a predecessor to the Company, have each filed claims for declaratory judgment seeking to determine by court order whether defendant is entitled to (i) shares of common stock in the Company (amounting to no more than 108,000 shares) or (ii) fair market value of defendant’s equity ownership of BGGI. The lawsuit is in early discovery stages, and we are preparing arguments for a summary judgment motion. There are no claims for specific monetary liability against either party.

List of the DEA approved Bulk Manufacturer Marihuana Growers:

Biopharmaceutical Research Company LLC

Groff NA Hemplex LLC

Irvine Labs, Inc.

National Center for Development of Natural Products

Royal Emerald Pharmaceuticals Research and Develop

Scottsdale Research Institute

Debra Borchardt

Debra Borchardt is the Co-Founder, and Executive Editor of GMR. She has covered the cannabis industry for several years at Forbes, Seeking Alpha and TheStreet. Prior to becoming a financial journalist, Debra was a Vice President at Bear Stearns where she held a Series 7 and Registered Investment Advisor license. Debra has a Master's degree in Business Journalism from New York University.


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