Safe & Green Holdings Corp. Files 8-K

TL;DR

SGH entered material agreements & sold equity. Watch closely.

AI Summary

On March 8, 2024, Safe & Green Holdings Corp. (formerly SG Blocks, Inc.) entered into a material definitive agreement and reported unregistered sales of equity securities. The company, incorporated in Delaware with its principal executive offices in Brooklyn, NY, operates in the wholesale lumber and construction materials sector.

Why It Matters

This 8-K filing indicates significant corporate actions, including definitive agreements and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Registrant
• SG BLOCKS, INC. (company) — Former Company Name
• CDSI HOLDINGS INC (company) — Former Company Name
• PC411 INC (company) — Former Company Name
• March 8, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $494,213, b — gregate gross proceeds of approximately $494,213, before deducting placement agent fees and
• $10,000 — exercise of the New Warrants, and (ii) $10,000 for legal fees and other out-of-pocket
• $0.2603 — New Warrants have an exercise price of $0.2603 per share and will be exercisable on an

Filing Documents

• ea0201459-8k_safegreen.htm (8-K) — 37KB
• 0001213900-24-021129.txt ( ) — 250KB
• sgbx-20240308.xsd (EX-101.SCH) — 3KB
• sgbx-20240308_def.xml (EX-101.DEF) — 26KB
• sgbx-20240308_lab.xml (EX-101.LAB) — 35KB
• sgbx-20240308_pre.xml (EX-101.PRE) — 24KB
• ea0201459-8k_safegreen_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On March 8, 2024, Safe & Green Holdings Corp. (the "Company") entered into a warrant inducement agreement (the "Inducement Agreement") with a certain holder (the "Holder") of warrants to purchase shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), issued in a private placement offering that closed on October 27, 2021 (the "Existing Warrants"). Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to 1,898,630 shares of common stock, at an exercise price of $ 0.2603 per share. The transactions contemplated by the Inducement Agreement are expected to close on March 12, 2024. The Company will receive aggregate gross proceeds of approximately $494,213, before deducting placement agent fees and other expenses payable by the Company. In consideration of the Holder's immediate exercise of the Existing Warrants, the Company issued unregistered warrants (the "New Warrants") to purchase 3,797,260 shares of Common Stock (200% of the number of shares of common stock issued upon exercise of the Existing Warrants) (the "New Warrant Shares") to the Holder. The issuance of the shares of Common Stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S-1 (File No. 333-260996), which was declared effective by the Securities and Exchange Commission (the "SEC") on November 23, 2021. In addition, pursuant to the Inducement Agreement, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents (as defined in the Inducement Agreement) or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until thirty (30) days after the closing. The Company has also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Agreement) until sixty (60) days af

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The disclosure required by this Item and included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Neither the New Warrants nor the New Warrant Shares have been registered under the Securities Act, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Based in part upon the representations of the Holder in the Inducement Agreement, the offering and sale of the New Warrants is exempt from registration under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act. 3

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: March 8, 2024 By: /s/ Patricia Kaelin Name: Patricia Kaelin Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR