SAFE & GREEN Enters Material Agreement, New Financial Obligation

TL;DR

**SAFE & GREEN just signed a big deal and took on new debt, watch for details!**

AI Summary

SAFE & GREEN HOLDINGS CORP. entered into a Material Definitive Agreement on February 23, 2024, which also created a Direct Financial Obligation. The filing also reports on the departure or appointment of certain officers and compensatory arrangements. The company, with CIK 0001023994, is based in Brooklyn, NY, and operates in Wholesale-Lumber & Other Construction Materials.

Why It Matters

This filing indicates significant operational and financial changes for SAFE & GREEN HOLDINGS CORP., potentially impacting its future financial health and strategic direction.

Risk Assessment

Risk Level: medium — The entry into a material definitive agreement and creation of a direct financial obligation introduces new financial commitments and potential risks for the company.

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Filing company
• February 23, 2024 (date) — Date of earliest event reported
• 0001023994 (company) — Central Index Key (CIK) for SAFE & GREEN HOLDINGS CORP.
• Brooklyn, NY (company) — Business address city and state

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $224,850 — o which the Merchants sold to Bridgecap $224,850 of their future receivables for a purch
• $150,000 — ure receivables for a purchase price of $150,000, less underwriting fees and expenses pa
• $135,000 — xpenses paid, for net funds provided of $135,000. Pursuant to the Cash Advance Agreemen
• $2,248.50 — ment, Bridgecap is expected to withdraw $2,248.50 a day directly from the Merchants' bank
• $300,000 — e Company approved (i) an increase from $300,000 to $350,000 in the annual base salary p
• $350,000 — proved (i) an increase from $300,000 to $350,000 in the annual base salary payable to Pa
• $100,00 b — hief Financial Officer. (ii) a bonus of $100,00 be paid to Ms. Kaelin for her service to
• $350,00 b — rly over 18 months, and (iv) a bonus of $350,00 be paid to Paul Galvin, the Company's Chi

Filing Documents

• ea0200852-8k_safegreen.htm (8-K) — 30KB
• ea0200852ex10-1_safegreen.htm (EX-10.1) — 225KB
• ex10-1_001.jpg (GRAPHIC) — 189KB
• 0001213900-24-018530.txt ( ) — 725KB
• sgbx-20240223.xsd (EX-101.SCH) — 3KB
• sgbx-20240223_lab.xml (EX-101.LAB) — 33KB
• sgbx-20240223_pre.xml (EX-101.PRE) — 22KB
• ea0200852-8k_safegreen_htm.xml (XML) — 4KB

01. Entry into a Material Definitive

Item 1.01. Entry into a Material Definitive Agreement. On February 23, 2024, SG Building Blocks, Inc. ("SG Building Blocks"), a wholly owned subsidiary of Safe & Green Holdings Corp.(the "Company"), and the Company's wholly owned subsidiary, SG Echo, LLC ("SG Echo", and together with SG Building Blocks, the "Merchants"), entered into a Cash Advance Agreement ("Cash Advance Agreement") with Bridgecap Advance LLC ("Bridgecap") pursuant to which the Merchants sold to Bridgecap $224,850 of their future receivables for a purchase price of $150,000, less underwriting fees and expenses paid, for net funds provided of $135,000. Pursuant to the Cash Advance Agreement, Bridgecap is expected to withdraw $2,248.50 a day directly from the Merchants' bank account until the $224,850 due to Bridgecap under the Cash Advance Agreement is paid. In the event of a default (as defined in the Cash Advance Agreement), Bridgecap, among other remedies (including penalties and fees) can demand payment in full of all amounts remaining due under the Cash Advance Agreement. The Merchants' obligations under the Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, other receivables, and proceeds therefrom, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them. The amounts outstanding under the Cash Advance Agreement may be prepaid by the Merchants at any time without penalty. The foregoing description of the Cash Advance Agreement is qualified in its entirety by reference to the full text of the Cash Advance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.

03 Creation of a Direct Financial Obligation

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. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . On February 26, 2024, Mr. Galvin voluntarily deferred his salary for the February 15, 2024 pay period as a cost saving measure. On February 27, 2024 , the Board of Directors of the Company approved (i) an increase from $300,000 to $350,000 in the annual base salary payable to Patricia Kaelin, the Company's Chief Financial Officer. (ii) a bonus of $100,00 be paid to Ms. Kaelin for her service to the Company in 2023 to be paid in cash, equity or a combination of cash and equity, (iii) a grant of 300,000 restricted stock units under the Company's stock incentive plan, vesting 50% immediately and the balance vesting quarterly over 18 months, and (iv) a bonus of $350,00 be paid to Paul Galvin, the Company's Chief Executive Officer, for his service to the Company in 2023 to be paid in cash, equity or a combination of cash and equity.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits The following exhibits are furnished with this Current Report on Form 8-K: Exhibit Number Exhibit Description 10.1 Standard Merchant Cash Advance Agreement, executed on February 23, 2024, by and among SG Building Blocks, Inc., SG Echo, LLC and Bridgecap Advance LLC 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) 1

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 29, 2024 By: /s/ Patricia Kaelin Name: Patricia Kaelin Title: Chief Financial Officer 2

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View this 8-K filing on SEC EDGAR