SGHC Inks Material Agreement, Sells Unregistered Equity on Jan 11

TL;DR

**SGHC just took on new debt and sold shares, watch for dilution.**

AI Summary

On January 11, 2024, SAFE & GREEN HOLDINGS CORP. (SGHC) entered into a material definitive agreement, creating a direct financial obligation and selling unregistered equity securities. This matters to investors because it indicates the company is raising capital, potentially to fund operations or expansion, but the sale of unregistered equity could dilute existing shareholders' ownership and impact the stock price, depending on the terms and the market's reaction to the new shares.

Why It Matters

This filing signals that SAFE & GREEN HOLDINGS CORP. is actively engaged in financing activities, which could affect its financial health and the value of its shares.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and the sale of unregistered equity securities introduce both debt and potential dilution risks for existing shareholders.

Analyst Insight

A smart investor would investigate the specific terms of the 'Material Definitive Agreement' and the 'Unregistered Sales of Equity Securities' to understand the potential impact on debt levels, dilution, and future cash flow before making any investment decisions.

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — the registrant filing the 8-K
• January 11, 2024 (date) — date of the earliest event reported in the 8-K
• 001-38037 (other) — Commission File Number for SAFE & GREEN HOLDINGS CORP.

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $1,300,000 — ne in the aggregate principal amount of $1,300,000. The closing of the first tranche was
• $650,000.00 — of Six Hundred Fifty Thousand Dollars ($650,000.00) (the "Debenture") to Peak One and a wa
• $585,000 — old to Peak One for a purchase price of $585,000, representing an original issue discoun
• $17,500 — ion with the Offering, the Company paid $17,500 as a non-accountable fee to Peak One to
• $0.46 — nterest, at a conversion price equal to $0.46 (the "Conversion Price"), subject to ad
• $1,500,000.00 — any receives cash proceeds of more than $1,500,000.00 (the "Minimum Threshold") in the aggreg
• $1,200,000 — value of the property), and (iv) up to $1,200,000 in indebtedness (the "ERTC Indebtedness
• $0.53 — e Company at an exercise price equal to $0.53 (the "Exercise Price"), subject to adju
• $40,950 — ng, the Company paid a placement fee of $40,950 to Maxim. Assuming the second tranche i
• $650,000 — ry 11, 2024, in the principal amount of $650,000 4.2 Warrant, dated January 11, 2024

Filing Documents

• ea191523-8k_safegreen.htm (8-K) — 42KB
• ea191523ex4-1_safeandgreen.htm (EX-4.1) — 83KB
• ea191523ex4-2_safeandgreen.htm (EX-4.2) — 62KB
• ea191523ex10-1_safeandgreen.htm (EX-10.1) — 161KB
• ea191523ex10-2_safeandgreen.htm (EX-10.2) — 82KB
• 0001213900-24-003530.txt ( ) — 709KB
• sgbx-20240111.xsd (EX-101.SCH) — 3KB
• sgbx-20240111_lab.xml (EX-101.LAB) — 33KB
• sgbx-20240111_pre.xml (EX-101.PRE) — 22KB
• ea191523-8k_safegreen_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 11, 2024, Safe & Green Holdings Corp. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Peak One Opportunity Fund, L.P. ("Peak One"), pursuant to which the Company 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 $1,300,000. The closing of the first tranche was consummated on January 12, 2024 and the Company issued an 8% convertible debenture in the principal amount of Six Hundred Fifty Thousand Dollars ($650,000.00) (the "Debenture") to Peak One and a warrant (the "Warrant") to purchase up to Three Hundred Seventy-Five Thousand (375,000) shares of the Company's common stock, par value $0.01 per share (the "common stock") to Peak One's designee, as described in the Purchase Agreement. The Debenture was sold to Peak One for a purchase price of $585,000, representing an original issue discount of ten percent (10%). In connection with the Offering, the Company paid $17,500 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs incurred in connection with the transactions contemplated by the Purchase Agreement and issued to Peak One and its designee an aggregate of 300,000 shares of its restricted common stock (the "Commitment Shares") as provided in the Purchase Agreement. The Debenture matures twelve months from its date of issuance and bears interest at a rate of 8% per annum payable on the maturity date. The Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the Debenture, plus all accrued and unpaid interest, at a conversion price equal to $0.46 (the "Conversion Price"), subject to adjustment for any stock splits, stock dividends, recap

03 Creation of a Direct Financial Obligation or

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.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The shares of the Company's common stock issued, and the shares to be issued, under the Purchase Agreement, the Debenture and the Warrant were, and will be, sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The shares of common stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Exhibit Description 4.1 Debenture, dated January 11, 2024, in the principal amount of $650,000 4.2 Warrant, dated January 11, 2024 10.1* Securities Purchase Agreement, dated January 11, 2024 10.2 Registration Rights Agreement, dated January 11, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) * Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company 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: January 16, 2024 By: /s/ Patricia Kaelin Name: Patricia Kaelin Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR