The back story of the cannabis concept stock Bright Green (NASDAQ: BGXX) involves a burned-down building, a years-long battle with the state of New Mexico, a bankruptcy case, and an angry former CEO who is accusing the company of fraud. Bright Green recently began trading on the NASDAQ (NDAQ) as a direct listing, not as an Initial Public Offering (IPO). The stock shot up almost immediately to $58 and has since sold off and was lately selling at $3.54.
Direct Listing vs. IPO
In an IPO situation, founders, employees, and other early-stage investors are typically restricted from selling their stock right away. According to the NASDAQ website, “Companies choosing a direct listing typically have had no immediate need for additional capital, have a large and diverse shareholder base and are a well-known brand with an easy-to-understand business model. Recent examples of direct listings include Coinbase (COIN) and Spotify (SPOT).”
No additional shares are offered to the public, which reduces scrutiny. The public can only buy the shares that are sold by the insiders. Requirements from NASDAQ about direct listings state that in the NASDAQ Capital Market guidelines, “The listing company must have a recent valuation from an independent third party indicating in excess of $10 million to $30 million in the aggregate market value of publicly held shares, depending on the financial standard met. (Rule 5505).” In addition to the valuations, companies also have pre-tax income requirements – which Bright Green doesn’t meet. In fact, the company only has net losses. This valuation figure is a key element in the complaint from the former CEO John Fikany.
Lucky for Bright Green it clearly states in its S-1, “Because of our novel listing process on the Nasdaq Capital Market, Nasdaq’s rules for ensuring compliance with its initial listing standards, such as those requiring a valuation or other compelling evidence of value, are untested. In the absence of a prior active public trading market for our common stock, if the price of our common stock or our market capitalization falls below those required by Nasdaq’s eligibility standards, we may not be able to satisfy the ongoing listing criteria and may be required to delist.” So, the company discloses right up front that it may not be able to even stay listed on NASDAQ.
There are currently several companies that have been approved by the DEA to sell cannabis to the Federal Government for research purposes, so the concept cannabis company actually does have existing companies for comparison in order to determine a true valuation. Granted they aren’t trading publicly, but they aren’t untested with regard to valuations. However, it doesn’t matter because Bright Green already says if it can’t meet those requirements then it will just delist. That’s of course after insiders sell their shares.
Another thing that is unique about companies going public is that the SEC requires a bankruptcy to be disclosed to potential shareholders. The idea is that investors should have adequate information in order to make a wise investment decision. In the case of Bright Green, the company states that no director or executive officer has filed for bankruptcy. In 2017, John Stockwell was listed as the CEO of Bright Green according to this Albuquerque story which stated the greenhouse would open in 2017. He is no longer listed as having a role in the company. However, his wife Lynn Stockwell is a Director of Bright Green and John Stockwell did file for bankruptcy in the state of New Mexico in 2015.
Stockwell is a Canadian citizen and his next-door neighbor in Canada was Jerry Capussi who is suing for shares of Bright Green. According to the bankruptcy documents, in about 2003 Stockwell purchased the assets of Agstar of New Mexico, Inc., including greenhouses in Grants and Estancia, New Mexico. These properties became the Sunnyland Farms.
Sunnyland Farms Burns Down
The documents state that Stockwell approached Capussi and asked for assistance in starting a greenhouse business in New Mexico. Although Capussi never signed any contracts with Stockwell, he met with state officials, helped put together business plans, talked to potential vendors, traveled to New Mexico, provided meeting facilities, and the like. That business was called Sunnyland Farms based in Grants, New Mexico where Bright Green Cannabis is based.
Unfortunately, one of Stockwell’s employees inadvertently started a fire at the Estancia greenhouse. Even worse, the Central New Mexico Electric Cooperative (“CNMEC”) had shut off the electricity at the greenhouse. Without electricity, they couldn’t pump water to fight the fire, and the Estancia greenhouse was destroyed. The fire apparently devastated Stockwell financially according to the bankruptcy documents.
He sued CNMEC in 2005, alleging that the utility wrongfully disconnected the electricity service and was awarded about $22 million in damages. CNMEC appealed the judgment and won giving Stockwell little more than his attorney fees. On further appeal, in 2013 the New Mexico Supreme Court reversed the Court of Appeals’ decision in part, increasing Stockwell’s award to about $7.4 million. CNMEC gave up and paid this judgment amount. After attorney fees were deducted, he was left with about $5.45 million in cash. Unfortunately, this was “fully encumbered by the first lien of the Stockwell’s pre-petition secured lender.” Capussi was awarded $108,000, which was a much smaller amount than the $2 million he had wanted. The Bright Green filing says that Capussi is suing for 108,000 shares of the company. At some point during these years, it seems the Sunnyland greenhouses were transferred to Lynn Stockwell who then transferred the property to Bright Green.
Former CEO Claims Fraud
In addition to the Capussi lawsuit, Bright Green’s former CEO John Fikany is also suing the company. Michigan-based Fikany is an accomplished executive who was once Vice President, North America sales strategy for Oracle, Vice President at Microsoft, and Vice President at Quicken Loans. In his lawsuit, he claims that the Stockwell’s approached him to be CEO. Even though he said he had other offers on the table, the Stockwells said they could pay more. He began working for the company on May 1, 2018, as CEO with a salary of $1 million and was to receive $500,000 on the first day of employment. He was also to get 2.5 million shares. Fikany also says in the lawsuit that his employment wasn’t contingent on any specific measures of success. After six months of work, Fikany had yet to be paid.
While he was employed, Fikany was working on a deal for Bright Green to develop a cultivation facility on Indian land with the Acoma Pueblo tribe. The deal had been in the works prior to Fikany coming on board but hadn’t actually closed. According to the court document Fikany claims that Stockwell almost torpedoed the deal, but he was able to save it. The only thing keeping the deal from being consummated was that Bright Green needed to deposit some escrow money. Ultimately, Stockwell refused to send the escrow money to the Acoma Pueblo and that deal fell through. The Acoma Pueblo sent documentation to formally withdraw from the deal.
While Fikany was working to secure the deal with the Acoma Pueblo he was also working with Stockwell to prepare the company to go public. One issue that arose during the process was the valuation of Bright Green. Stockwell was responsible for hiring the advisors to determine the number, but Fikany said the valuation was “misleading and aggressive”. At this point, the company actually paid Fikany his one and only paycheck of $19,230.77. He also supposedly received another 2.5 million shares. Undeterred, Fikany continued to push back.
Fikany says he was concerned about the false and misleading nature of Stockwell’s valuation report asking, “How is it possible that we continue to radically increase our valuation from $1.5 billion to 2.5 to 4.0 to 6.5?” According to the complaint, Fikany became worried his name would be attached to the company’s valuation statement, which he believed was false and inaccurate. In July 2019, the company issued a letter to investors with the alleged inflated valuation over Fikany’s opposition. He expressed his fear that his reputation would be at risk for knowingly telling investors that Bright Green had a valuation that was incorrect. He was then terminated.
Bright Green Is A Sham
Fikany says in his lawsuit that Bright Green was “a sham, operated illegally and fraudulently.” He alleges that the Stockwell’s “engaged in acts of fraudulent misrepresentation and attempted to force Fikany to aid and abet them in making fraudulent misrepresentations to investors concerning the valuation and progress of Bright Green Corporation.” He is suing for $1.7 million in unpaid wages.
The Stockwell’s deny the allegations about the misrepresentation of the valuation of Bright Green, but they do admit that the deal with the Acoma Pueblo did fall through. Bright Green in its statement suggests that Fikany was hired to complete the Acoma Pueblo deal, which ultimately never closed. Thus, he didn’t meet the conditions of his employment and was terminated.
Bright Green’s current CEO is Edward Robinson. He took over the role in 2019, although his LinkedIn profile only states he is a special advisor, he is on the company website as the CEO. Robinson was the Chief Executive Officer of BMW Financial Services for the America’s Region from April 2005 to December 2016. He gets an annual base salary of $540,000 paid in monthly installments. The employment contract reads, “Robinson shall receive monthly payments in the amount of $6,750 with an aggregate of $344,250 in deferred compensation due and payable on or before December 15, 2022.” Robinson got 5.6 million shares, while his wife Elaine Robinson received 605,000 shares.
John Stockwell’s Connection
John Stockwell supposedly has no official role in Bright Green, but he was featured in a photo (above) of a groundbreaking ceremony in New Mexico in October 2021. Typically in groundbreaking ceremonies, only top executives or board members take the stage. Stockwell’s wife Lynn Stockwell is a Director of the company and owns 44% of the voting shares or 69 million shares. In 2020, she lent the company $392,194 and has no fixed repayment term. She was at the groundbreaking ceremony for the $300 million planned research complex, even though the company has nowhere near that amount of money. This is also the second groundbreaking ceremony.
At the time Lynn Stockwell said, “With the cooperative spirit of federal, state and business we found in New Mexico, we will see New Mexico and Bright Green Corp. become leaders in this emerging field of medical research.
The facility in Grants, New Mexico is supposed to be “A two-acre Fast Start University Greenhouse to begin housing our cannabis research, development, cultivation, and manufacturing operations.” Bright Green also stated in its filing that its existing 22-acre Venlo greenhouse is currently under renovation to be operational in May 2022 and provide the initial supply of marijuana and marijuana extracts. The company has also said that it will be able to harvest its first crop of cannabis in two months, however, any cannabis cultivator will say that it takes at least 3-8 months for a cannabis plant. Bright Green could purchase more mature plants to speed up the process, but then the DEA would actually be buying someone else’s plants.
Most companies clean up lawsuits before going public so that investors won’t see the dirty laundry. In this case, Bright Green plowed ahead. The company played up its connection to the DEA suggesting that the Memorandum of Agreement was a done deal, even though the company doesn’t have a formal contract with the DEA. The DEA also would not confirm it had a contract with Bright Green and wouldn’t comment on the MOA. The NASDAQ seems to be playing along even though it also doesn’t seem to have vetted the company’s valuation claims. Other financial media also jumped in and never looked beyond the company’s press release and helped tout the idea of a cannabis company trading on the NASDAQ. That boosted the share price in the early days further enriching the sellers. Looking at the track record of Sunnyland and then Bright Green, it will remain a stock to keep under the microscope.
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.”
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.
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.”
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.
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
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