Safe & Green Holdings Corp. Enters Material Agreement

TL;DR

SGH just signed a big deal, creating a new financial obligation. Watch this space.

AI Summary

Safe & Green Holdings Corp. entered into a material definitive agreement on March 8, 2024, which created a direct financial obligation. The company, formerly known as SG Blocks, Inc., is incorporated in Delaware and operates in the wholesale lumber and construction materials sector.

Why It Matters

This filing indicates a significant new financial commitment or obligation for Safe & Green Holdings Corp., which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements and financial obligations can introduce financial risks and uncertainties for a company.

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Registrant
• SG BLOCKS, INC. (company) — Former company name
• March 8, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $149,500 — ") in the aggregate principal amount of $149,500 (the "Principal"), and an accompanying
• $130,000 — d by the Lender for a purchase price of $130,000, representing an original issue discoun
• $19,500 — resenting an original issue discount of $19,500. A one-time interest charge of ten perc
• $18,272,23 — subject to adjustment, in the amount of $18,272,23. The Company shall have a five business
• $0.08 — onversion price equal to the greater of $0.08 or 65% multiplied by the lowest closing

Filing Documents

• ea0201836-8k_safegreen.htm (8-K) — 31KB
• ea020183601ex4-1_safeand.htm (EX-4.1) — 71KB
• ea020183601ex10-1_safeand.htm (EX-10.1) — 62KB
• 0001213900-24-022712.txt ( ) — 401KB
• sgbx-20240308.xsd (EX-101.SCH) — 3KB
• sgbx-20240308_def.xml (EX-101.DEF) — 26KB
• sgbx-20240308_lab.xml (EX-101.LAB) — 33KB
• sgbx-20240308_pre.xml (EX-101.PRE) — 22KB
• ea0201836-8k_safegreen_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On March 5, 2024, Safe & Green Holdings Corp. (the "Company") issued a Promissory Note ("Note") in favor of 1800 Diagonal Lending LLC (the "Lender") in the aggregate principal amount of $149,500 (the "Principal"), and an accompanying Securities Purchase Agreement, dated March 5, 2024 (the "SPA"). The Note was purchased by the Lender for a purchase price of $130,000, representing an original issue discount of $19,500. A one-time interest charge of ten percent (10%) (the "Interest Rate") will be applied on the issuance date to the Principal. Under the terms of the Note, beginning on April 15, 2024, the Company is required to make nine monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $18,272,23. The Company shall have a five business day grace period with respect to each payment. Any amount of principal or interest on this Note which is not paid when due will bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid ("Default Interest"). The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. Among other things, an event of default ("Event of Default") will be deemed to have occurred if the Company fails to pay the principal or interest when due on the Note, whether at maturity, upon acceleration or otherwise, if bankruptcy or insolvency proceedings are instituted by or against the Company or if the Company fails to maintain the listing of its common stock on The Nasdaq Stock Market . Upon the occurrence of an Event of Default, the Note will become immediately due and payable and the Company will be obligated to pay to the Investor, in satisfaction of its obligations under the Note, an amount equal to 200% times the sum of the then outstanding principal amount of the Note plus accrued and unpaid interest on the unpaid principal amount of this Note to

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 provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit Number Description 4.1 Promissory Note, dated March 5, 2024, in favor of Lender 10.1 Securities Purchase Agreement, dated March 5, 2024, between Safe & Green Holdings Corp. and Lender 104 Cover Page Interactive Data File (embedded within 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: March 12, 2024 By: /s/ Patricia Kaelin Name: Paticia Kaelin Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR