GreenLight Biosciences Merger $2M Securities Settlement

Investors who held GreenLight Biosciences Holdings PBC common stock at any time between June 21, 2023, and July 20, 2023, and whose shares the company exchanged for $0.30 per share when its merger closed on July 24, 2023, may be eligible to claim a cash payment from a class action settlement.

GreenLight Biosciences Holdings PBC agreed to pay $2 million to settle a class action lawsuit alleging its directors, officers and certain stockholders breached their fiduciary duties in connection with its acquisition by Fall Line Capital LLC. The lawsuit claimed the transaction disclosures contained material misrepresentations and the merger was unfair to GreenLight stockholders.

Who can file a claim?

The settlement includes all record and beneficial holders of GreenLight common stock who held shares at any time between June 21, 2023, and July 20, 2023, inclusive, and whose shares the company exchanged for $0.30 per share when the merger closed on July 24, 2023.

Additional details

• Both individuals and entities can be class members.
• Authorized representatives may submit claims on behalf of beneficial owners subject to the requirements of the claim form.
• Executors, administrators, trustees, heirs and assigns may submit claims on behalf of others and must provide proof of authority.
• The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.

How much can class members get?

The total settlement fund is $2,000,000. The amount each class member receives depends on several factors:

• The number of valid claims submitted
• The number of eligible shares held at the expiration of the tender offer on July 20, 2023
• The total recognized claims of all claimants

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

• The estimated average gross distribution is approximately $0.06 per share before deductions for court-approved fees and expenses, including the cost of notice and claims administration.
• After estimated deductions of approximately $0.02 per share for court-approved fees and expenses, the net average distribution is approximately $0.04 per share.

• Actual payments may be higher or lower depending on individual claims and the total number of valid claims.
• If total recognized claims exceed the net settlement fund, the settlement administrator will reduce payments on a pro rata basis.
• Class members whose payment would be less than $10 will not receive a payout but will still be bound by the settlement.

How to claim a settlement payment

Class members can file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is July 29, 2026.

Settlement administrator's mailing address: In re GreenLight Bio Merger Stockholder Litigation, c/o RG/2 Claims Administration LLC, P.O. Box 59479, Philadelphia, PA 19102-9479

Proof or documentation required to submit a claim

All class members must provide their Social Security number or taxpayer identification number. They must also provide the number of shares of GreenLight common stock they held at the expiration of the tender offer on July 20, 2023, that the company cashed out when the merger closed on July 24, 2023.

Class members must also provide documentation to support their holdings in GreenLight common stock. Acceptable proof includes:

• Broker confirmation slips
• Trade confirmations
• Screenshots of broker account holdings
• Authorized statements from a broker, financial advisor or financial institution containing the transactional and holding information found in a confirmation slip

$2 million settlement fund

The $2,000,000 settlement fund includes:

• Settlement administration costs: Amount not specified
• Attorneys' fees: Up to $500,000
• Attorneys' expenses: Up to $100,000
• Service awards to plaintiffs: Up to $3,000 each ($12,000 total)
• Payments to eligible class members: Remainder of the fund

Important dates

• Fairness hearing: June 29, 2026
• Deadline to file a claim: July 29, 2026

When is the GreenLight Biosciences class action settlement payout date?

The settlement administrator will issue payments after it processes all claims and the court resolves any appeals and grants final approval of the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged GreenLight's directors, officers and certain stockholders breached their fiduciary duties in connection with GreenLight's acquisition by a buyer group led by Fall Line Capital LLC.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Claim form