Safe & Green Holdings Corp. Enters Loan Agreement

TL;DR

SGH secured a loan from CEO's affiliate, details in 8-K.

AI Summary

On May 3, 2024, Safe & Green Holdings Corp. entered into a material definitive agreement, specifically a loan agreement with an affiliate of its CEO, David Villalva. The company also reported on unregistered sales of equity securities and other events. This filing details significant financial and corporate actions for the company.

Why It Matters

This loan agreement could provide necessary capital for Safe & Green Holdings Corp.'s operations or expansion, impacting its financial stability and future growth prospects.

Risk Assessment

Risk Level: medium — The company is engaging in financing activities and equity sales, which can indicate financial needs or strategic shifts that carry inherent risks.

Key Players & Entities

• Safe & Green Holdings Corp. (company) — Registrant
• David Villalva (person) — CEO and lender's affiliate
• May 3, 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
• $2.90 — ach Share and Common Warrant was set at $2.90 and the combined offering price of each
• $2.8999 — d Warrant and Common Warrant was set at $2.8999. The Shares, the Pre-Funded Warrants, t
• $0.0001 — in full, and have an exercise price of $0.0001 per share. The Common Warrants are exer
• $2.65 — Warrants and have an exercise price of $2.65 per share. A holder may not exercise an
• $4.0 million — the Private Placement of approximately $4.0 million before deducting fees to the placement

Filing Documents

• ea0205401-8k_safegreen.htm (8-K) — 49KB
• ea020540101ex1-1_safegreen.htm (EX-1.1) — 47KB
• ea020540101ex4-1_safegreen.htm (EX-4.1) — 89KB
• ea020540101ex4-2_safegreen.htm (EX-4.2) — 95KB
• ea020540101ex4-3_safegreen.htm (EX-4.3) — 92KB
• ea020540101ex10-1_safegreen.htm (EX-10.1) — 237KB
• ea020540101ex10-2_safegreen.htm (EX-10.2) — 88KB
• ea020540101ex99-1_safegreen.htm (EX-99.1) — 9KB
• ex99-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-24-041045.txt ( ) — 1075KB
• sgbx-20240503.xsd (EX-101.SCH) — 3KB
• sgbx-20240503_lab.xml (EX-101.LAB) — 33KB
• sgbx-20240503_pre.xml (EX-101.PRE) — 22KB
• ea0205401-8k_safegreen_htm.xml (XML) — 4KB

01. Entry into

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On May 3, 2024, Safe & Green Holdings Corp. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") for a private placement (the "Private Placement") with a single accredited institutional investor (the "Purchaser"). Pursuant to the Securities Purchase Agreement, the Purchaser agreed to purchase 130,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), and pre-funded warrants to purchase 1,249,310 shares of Common Stock in lieu thereof (the "Pre-Funded Warrants") and common warrants (the "Common Warrants") to purchase up to 2,758,620 shares of Common Stock. Pursuant to the Securities Purchase Agreement, the combined offering price of each Share and Common Warrant was set at $2.90 and the combined offering price of each Pre-Funded Warrant and Common Warrant was set at $2.8999. The Shares, the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants are collectively referred to herein as the "Securities." Pre-Funded Warrants and Common Warrants The Pre-Funded Warrants are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an exercise price of $0.0001 per share. The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective date of the Registration Statement (as defined below) registering the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants and have an exercise price of $2.65 per share. A holder may not exercise any Pre-Funded Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 9.99% of the Company's outstanding Comm

02. Unregistered

Item 3.02. Unregistered Sales of Equity Securities. The disclosures set forth in Item 1.01 of this Current Report on Form 8-K are hereby incorporated by reference into this Item 3.02. Based in part upon the representations of the Purchaser in the Securities Purchase Agreement, the offering and sale of the Securities, the Placement Agent's Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent's Warrants was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 of Regulation D under the Securities Act and corresponding provisions of state securities or "blue sky" laws. The Securities, the Placement Agent's Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent's Warrants have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01. Other Events

Item 8.01. Other Events. On May 6, 2024, the Company issued a press release announcing the transactions contemplated pursuant to the Securities Purchase Agreement. A copy of the press release is filed herewith as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Form of Placement Agency Agreement, dated May 3, 2024, by and between Safe & Green Holdings Corp. and A.G.P./Alliance Global Partners, as sole Placement Agent 4.1 Form of Pre-Funded Warrant 4.2 Form of Common Warrant 4.3 Form of Placement Agent's Warrant 10.1* Form of Securities Purchase Agreement, dated May 3, 2024, by and between Safe & Green Holdings Corp. and the Purchaser named therein 10.2* Form of Registration Rights Agreement, dated May 3, 2024, by and between Safe & Green Holdings Corp. and the Purchaser named therein 99.1 Press release issued by Safe & Green Holdings Corp. on May 6, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and attachments 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. 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: May 9, 2024 By: /s/ Patricia Kaelin Name: Patricia Kaelin Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR