SAFE & GREEN HOLDINGS Amends 8-K on Material Agreement, Financial Obligation

TL;DR

**SAFE & GREEN HOLDINGS just amended an 8-K about a new material agreement and financial obligation, so watch for details on what it means for their balance sheet.**

AI Summary

SAFE & GREEN HOLDINGS CORP. filed an 8-K/A on February 26, 2024, amending a previous 8-K from February 15, 2024. The amendment pertains to the entry into a material definitive agreement and the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement. The filing also includes financial statements and exhibits, indicating a significant financial event for the company.

Why It Matters

This filing indicates SAFE & GREEN HOLDINGS CORP. has entered into a significant financial agreement, which could impact its future financial health and operational strategy.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' and 'creation of a direct financial obligation,' which could introduce new risks or opportunities depending on the specifics not fully detailed here.

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Registrant
• February 15, 2024 (date) — Date of earliest event reported
• February 26, 2024 (date) — Filing date of 8-K/A
• 001-38037 (other) — SEC File Number
• Delaware (other) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $1,200,000 — ne in the aggregate principal amount of $1,200,000. The closing of the first tranche was c
• $500,000 — le debenture in the principal amount of $500,000. The Amendment provides that the secon
• $250,000 — le debenture in the principal amount of $250,000 at a purchase price of $225,000. In add
• $225,000 — ount of $250,000 at a purchase price of $225,000. In addition, the Amendment provides th
• $6,500 — he and the third tranche; and (iii) pay $6,500 of Peak One's non-accountable fees in c
• $2 — interest at a conversion price equal to $2.14, subject to adjustment for any stock
• $1,500,000.00 — vCo receives cash proceeds of more than $1,500,000.00 ("Minimum Threshold") in the aggregate
• $13,500 — anche, SG DevCo paid a placement fee of $13,500 to Maxim. Assuming the third tranche is

Filing Documents

• ea020049502-8ka1_safergr.htm (8-K/A) — 41KB
• 0001213900-24-016714.txt ( ) — 221KB
• sgbx-20240215.xsd (EX-101.SCH) — 3KB
• sgbx-20240215_lab.xml (EX-101.LAB) — 33KB
• sgbx-20240215_pre.xml (EX-101.PRE) — 22KB
• ea020049502-8ka1_safergr_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. On February 15, 2024, Safe and Green Development Corporation ("SG DevCo"), a majority owned subsidiary of Safe & Green Holdings Corp., entered into an amendment (the "Amendment") to the Securities Purchase Agreement, dated November 30, 2023 (the "Purchase Agreement") with Peak One Opportunity Fund, L.P. ("Peak One"), pursuant to which SG DevCo agreed to issue, in a private placement offering (the "Offering") upon the satisfaction of certain conditions specified in the Purchase Agreement, two Debentures to Peak One in the aggregate principal amount of $1,200,000. The closing of the first tranche was consummated on November 30, 2023. The Purchase Agreement provided that at any time after January 29, 2024, a second tranche closing could occur subject to the mutual written agreement of Peak One and SG DevCo and satisfaction of the closing conditions set forth in the Purchase Agreement, upon which SG DevCo would issue and sell to Peak One on the same terms and conditions a second 8% convertible debenture in the principal amount of $500,000. The Amendment provides that the second tranche be separated into two tranches (the second and third tranche) wherein which SG DevCo would issue in each tranche an 8% convertible debenture in the principal amount of $250,000 at a purchase price of $225,000. In addition, the Amendment provides that SG DevCo will issue (i) 35,000 shares of SG DevCo 's common stock on the closing of each of the second tranche and the third tranche as follows: 17,500 shares of common stock to Peak One's designee as described in the Amendment and 17,500 shares of common stock to Peak One, as a commitment fee in connection with the issuance of the second debenture and the third debenture, respectively; (ii) a common stock purchase warrant to Peak One's designee as described in the Amendment for the purchase of 125,000 shares of common stock on the closing of each of the second tranche and the third

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1 Debenture, dated February 15, 2024 in the principal amount of $250,000 (incorporated by reference to Exhibit 4.1 of Safe and Green Development Corporation's Current Report on Form 8-K filed on February 22, 2024). 4.2 Warrant, dated February 15, 2024 (incorporated by reference to Exhibit 4.2 of Safe and Green Development Corporation's Current Report on Form 8-K filed on February 22, 2024). 10.1* Amendment No. 1 to the Securities Purchase Agreement, dated February 15, 2024 (incorporated by reference to Exhibit 10.1 of Safe and Green Development Corporation's Current Report on Form 8-K filed on February 22, 2024). 10.2 Amendment No. 1 to the Registration Rights Agreement, dated February 15, 2024 (incorporated by reference to Exhibit 10.2 of Safe and Green Development Corporation's Current Report on Form 8-K filed on February 22, 2024). 104 Cover Page Interactive Data File (the cover page XBRL tags are em bedded within in the inline XBRL document) * Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Safe & Green Holdings Corp. Dated: February 26, 2024 By: /s/ Patricia Kaelin Name: Patricia Kaelin Title: Chief Financial Officer 3

View Full Filing

View this 8-K/A filing on SEC EDGAR