Safe & Green Holdings Corp. Files 8-K
Ticker: OLOX · Form: 8-K · Filed: May 2, 2024 · CIK: 1023994
Sentiment: neutral
Topics: corporate-action, filing, bylaws
TL;DR
SAFE filing 8-K, changes to bylaws/rights, financial docs included.
AI Summary
Safe & Green Holdings Corp. filed an 8-K on May 1, 2024, reporting material modifications to security holder rights and amendments to its articles of incorporation or bylaws. The filing also includes financial statements and exhibits, with the company's fiscal year ending on December 31st. The company was formerly known as SG Blocks, Inc.
Why It Matters
This 8-K filing indicates potential changes in the company's corporate structure or security holder rights, which could impact investors.
Risk Assessment
Risk Level: medium — 8-K filings detailing modifications to rights or bylaws can signal significant corporate changes that may affect stock value.
Key Numbers
- 1231 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
Key Players & Entities
- SAFE & GREEN HOLDINGS CORP. (company) — Registrant
- SG BLOCKS, INC. (company) — Former company name
- May 1, 2024 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of Incorporation
- 195 MONTAGUE STREET, 14TH FLOOR (address) — Business Address
- BROOKLYN (city) — Business Address City
- NY (state) — Business Address State
- 11201 (zip_code) — Business Address Zip
FAQ
What specific modifications were made to the rights of security holders?
The filing indicates 'Material Modifications to Rights of Security Holders' as an item information, but the specific details of these modifications are not provided in the provided text snippet.
What are the key amendments to the Articles of Incorporation or Bylaws?
The filing lists 'Amendments to Articles of Incorporation or Bylaws' as an item information, but the specific content of these amendments is not detailed in the provided text.
What financial statements and exhibits are included in this filing?
The filing notes 'Financial Statements and Exhibits' as an item information, but the specific documents are not listed in the provided text.
When was Safe & Green Holdings Corp. formerly known as SG Blocks, Inc.?
The provided text indicates that 'SG BLOCKS, INC.' was a former company name for Safe & Green Holdings Corp., but does not specify the date of the name change.
What is the company's primary business sector?
Safe & Green Holdings Corp. is classified under 'WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030]' according to its Standard Industrial Classification.
Filing Stats: 808 words · 3 min read · ~3 pages · Grade level 10.8 · Accepted 2024-05-02 06:45:35
Key Financial Figures
- $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
Filing Documents
- ea0205060-8k_safegreen.htm (8-K) — 29KB
- ea020506001ex3-1_safegreen.htm (EX-3.1) — 9KB
- 0001213900-24-038744.txt ( ) — 254KB
- sgbx-20240501.xsd (EX-101.SCH) — 3KB
- sgbx-20240501_def.xml (EX-101.DEF) — 26KB
- sgbx-20240501_lab.xml (EX-101.LAB) — 35KB
- sgbx-20240501_pre.xml (EX-101.PRE) — 24KB
- ea0205060-8k_safegreen_htm.xml (XML) — 4KB
03. Material Modification to Rights of Security Holders
Item 3.03. Material Modification to Rights of Security Holders. The information set forth in
03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03
Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On May 1, 2024, Safe & Green Holdings Corp., a Delaware corporation (the "Company"), filed an amendment (the "Amendment") to its Amended and Restated Certificate of Incorporation (the "Restated Certificate") with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company's common stock, par value $0.01 (the "Common Stock"), at a ratio of 1-for-20 (the "Reverse Stock Split"), with an effective time of 12:01 a.m. Eastern Time on May 2, 2024 (the "Effective Time"). The Company expects that upon the opening of trading on May 2, 2024, the Common Stock will begin trading under the existing trading symbol "SGBX" on a split-adjusted basis under a new CUSIP number, 78418A604. As previously disclosed, at its annual meeting of stockholders held on December 6, 2023, the stockholders of the Company approved a proposal to authorize the Company's Board of Directors (the "Board") to amend the Restated Certificate to effect a reverse stock split at a ratio between 1-for-10 and 1-for-20, as determined by the Board in its discretion. On April 24, 2024, the Board approved the Reverse Stock Split. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a cash payment equal to the number shares of the Common Stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing price of the Common Stock as reported on the Nasdaq Capital Market for the 10 days preceding the Effective Time. In addition, in connection with the Reverse Stock Split, the number of shares of Common Stock issuable upon the exercise of the Company's outstanding stock options and warrants will be reduced proportionately and the per share exercise price
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Safe & Green Holdings Corp. 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: May 2, 2024 By: /s/ Patricia Kaelin Name: Paticia Kaelin Title: Chief Financial Officer 2