SAFE & GREEN HOLDINGS CORP. Files 8-K for Material Agreement

TL;DR

SAFE & GREEN HOLDINGS CORP. signed a big deal on Jan 8, 2025. 8-K filed.

AI Summary

On January 8, 2025, SAFE & GREEN HOLDINGS CORP. entered into a material definitive agreement. The company, formerly known as SG Blocks, Inc., is incorporated in Delaware and has its principal executive offices in Brooklyn, NY. This filing is a current report under the Securities Exchange Act of 1934.

Why It Matters

This filing indicates a significant new development or contract for SAFE & GREEN HOLDINGS CORP., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not yet detailed in the provided text.

Key Numbers

• 001-38037 — SEC File Number (Identifies the company's filing history with the SEC.)
• 95-4463937 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Registrant
• SG BLOCKS, INC. (company) — Former company name
• January 8, 2025 (date) — Date of earliest event reported
• 195 MONTAGUE STREET, 14TH FLOOR (address) — Business and Mail Address
• BROOKLYN (location) — City of Business Address
• DE (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $1.00 — d in the Transaction shall be valued at $1.00 per share and the shares of NAHD to be
• $0.20 — d in the Transaction shall be valued at $0.20 per share. The Letter of Intent is a b

Filing Documents

• ea0227602-8k_safeandgreen.htm (8-K) — 34KB
• ea022760201ex10-1_safe.htm (EX-10.1) — 20KB
• ea022760201ex99-1_safe.htm (EX-99.1) — 18KB
• ex99-1_001.jpg (GRAPHIC) — 12KB
• ex99-1_002.jpg (GRAPHIC) — 10KB
• 0001213900-25-003259.txt ( ) — 290KB
• sgbx-20250108.xsd (EX-101.SCH) — 3KB
• sgbx-20250108_lab.xml (EX-101.LAB) — 33KB
• sgbx-20250108_pre.xml (EX-101.PRE) — 22KB
• ea0227602-8k_safeandgreen_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. Binding Letter of Intent On January 8, 2025 (the "Effective Date"), Safe & Green Holdings Corp., a Delaware corporation (the "Company"), entered into a binding Letter of Intent (the "Letter of Intent") with New Asia Holdings, Inc., a Nevada corporation ("NAHD") and Olenox Corp., a Wyoming corporation and a wholly owned subsidiary of NAHD ("OLOX" and, together with NAHD, the "Seller"). Upon the terms of and subject to the satisfaction of the conditions set forth in the Letter of Intent, and in one or more definitive agreements to be entered into among the Company and Seller, the Company will acquire all of the issued and outstanding securities of NAHD in exchange for shares of Company stock (the "Transaction"). The Letter of Intent provides that the shares of Company stock to be issued in the Transaction shall be valued at $1.00 per share and the shares of NAHD to be acquired in the Transaction shall be valued at $0.20 per share. The Letter of Intent is a binding agreement that represents the basis on which the parties will proceed to consummate the Transaction pursuant to one or more written definitive, long-form agreements. The Letter of Intent provides that the parties will use their good faith best efforts to prepare and enter into such definitive agreement(s) incorporating the terms of the Letter of Intent with an effective date of January 15, 2025 and to close the Transaction as soon as possible after receipt of necessary approvals. Closing of the contemplated transaction is contingent upon completion of satisfactory due diligence, execution of definitive transaction documents, receipt of all necessary consents and approvals, and certain other customary closing conditions. The Letter of Intent further provides that either party may terminate the Letter of Intent (i) after completion of due diligence, in the event such party determines that the information provided is unacceptable for any reason, or (ii

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 14, 2025, the Company issued a press release (the "Press Release") announcing that had entered into the Letter of Intent. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report. The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act 1933, as amended (the "Securities Act"), except as expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements The Press Release and the statements contained therein may include "forward-looking" statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including statements with respect to our plans, assumptions, expectations, beliefs and objectives with respect to our ability to enter into definitive agreement(s) with NAHD, obtain all necessary consents and approvals in connection with the acquisition, timing to complete the acquisition, the Company's business and its plans for the business of the combined company post-closing, and the Company's ability to maintain its Nasdaq listing. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the SEC, including the "Risk Factors" sections of our Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Letter of Intent, dated as of January 8, 2025, by and among New Asia Holdings, Inc., Olenox Corp., and Safe & Green Holdings Corp. 99.1 Press Release, dated January 14, 2025. 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: January 14, 2025 By: /s/ Patricia Kaelin Name: Patricia Kaelin Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR