Safe & Green Holdings Corp. Enters Material Definitive Agreement
Ticker: OLOX · Form: 8-K · Filed: Jan 29, 2025 · CIK: 1023994
Sentiment: neutral
Topics: material-definitive-agreement, financial-obligation
TL;DR
SGH just signed a big deal, could mean new money or debt.
AI Summary
On January 22, 2025, Safe & Green Holdings Corp. entered into a material definitive agreement related to a direct financial obligation. The company, formerly known as SG Blocks, Inc., is based in Brooklyn, NY, and operates in the wholesale lumber and construction materials sector.
Why It Matters
This filing indicates a significant financial commitment or obligation for Safe & Green Holdings Corp., which could impact its future financial performance and operational capacity.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements can introduce new financial obligations or strategic shifts that carry inherent risks.
Key Players & Entities
- SAFE & GREEN HOLDINGS CORP. (company) — Registrant
- SG BLOCKS, INC. (company) — Former company name
- January 22, 2025 (date) — Date of earliest event reported
- 195 MONTAGUE STREET, 14TH FLOOR (address) — Business and mail address
- BROOKLYN, NY 11201 (address) — Business and mail city, state, zip
FAQ
What type of material definitive agreement did Safe & Green Holdings Corp. enter into?
The filing states that the company entered into a material definitive agreement related to a direct financial obligation or an obligation under an off-balance sheet arrangement.
What is the exact date of the earliest event reported in this 8-K filing?
The earliest event reported is dated January 22, 2025.
What were Safe & Green Holdings Corp.'s former company names?
Safe & Green Holdings Corp. was formerly known as SG Blocks, Inc., CDSI HOLDINGS INC, and PC411 INC.
Where is Safe & Green Holdings Corp. located?
The company's business and mail address is 195 Montague Street, 14th Floor, Brooklyn, NY 11201.
What is the SIC code for Safe & Green Holdings Corp.?
The Standard Industrial Classification (SIC) code for Safe & Green Holdings Corp. is 5030, which corresponds to Wholesale - Lumber & Other Construction Materials.
Filing Stats: 1,307 words · 5 min read · ~4 pages · Grade level 11.9 · Accepted 2025-01-28 21:54:27
Key Financial Figures
- $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
- $143,750 — ") in the aggregate principal amount of $143,750 (the "Principal"), and an accompanying
- $125,000 — d by the Lender for a purchase price of $125,000, representing an original issue discoun
- $18,750 — resenting an original issue discount of $18,750. A one-time interest charge of fifteen
- $18,368 — rincipal, each payment in the amount of $18,368. The Company shall have a five-business
- $1.30 — , the conversion price will be fixed at $1.30 per share. Following the Initial Conver
- $0.10 — on Period, the conversion price will be $0.10 per share. The Note may not be converte
- $104,930 — which SG Building Blocks sold to Buyer $104,930 of its future receivables for a purchas
- $70,000 — ure receivables for a purchase price of $70,000, less underwriting fees and expenses pa
- $63,000 — ees and expenses paid, for net funds of $63,000. Pursuant to the Cash Advance Agreemen
- $2,998 — greement, Buyer is expected to withdraw $2,998 per day directly from SG Building Block
Filing Documents
- ea0229068-8k_safe.htm (8-K) — 34KB
- ea022906801ex4-1_safe.htm (EX-4.1) — 73KB
- ea022906801ex10-1_safe.htm (EX-10.1) — 48KB
- ea022906801ex10-2_safe.htm (EX-10.2) — 15KB
- ex10-2_001.jpg (GRAPHIC) — 429KB
- ex10-2_002.jpg (GRAPHIC) — 790KB
- ex10-2_003.jpg (GRAPHIC) — 788KB
- ex10-2_004.jpg (GRAPHIC) — 807KB
- ex10-2_005.jpg (GRAPHIC) — 785KB
- ex10-2_006.jpg (GRAPHIC) — 712KB
- ex10-2_007.jpg (GRAPHIC) — 747KB
- ex10-2_008.jpg (GRAPHIC) — 837KB
- ex10-2_009.jpg (GRAPHIC) — 741KB
- ex10-2_010.jpg (GRAPHIC) — 830KB
- ex10-2_011.jpg (GRAPHIC) — 438KB
- ex10-2_012.jpg (GRAPHIC) — 116KB
- ex10-2_013.jpg (GRAPHIC) — 794KB
- ex10-2_014.jpg (GRAPHIC) — 750KB
- ex10-2_015.jpg (GRAPHIC) — 784KB
- ex10-2_016.jpg (GRAPHIC) — 410KB
- ex10-2_017.jpg (GRAPHIC) — 274KB
- ex10-2_018.jpg (GRAPHIC) — 237KB
- ex10-2_019.jpg (GRAPHIC) — 114KB
- ex10-2_020.jpg (GRAPHIC) — 332KB
- 0001213900-25-007674.txt ( ) — 16514KB
- sgbx-20250122.xsd (EX-101.SCH) — 3KB
- sgbx-20250122_lab.xml (EX-101.LAB) — 33KB
- sgbx-20250122_pre.xml (EX-101.PRE) — 22KB
- ea0229068-8k_safe_htm.xml (XML) — 4KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement. On January 22, 2025 (the "Issue Date"), Safe & Green Holdings Corp. (the "Company") executed and issued a Promissory Note ("Note") in favor of 1800 Diagonal Lending LLC (the "Lender") in the aggregate principal amount of $143,750 (the "Principal"), and an accompanying Note Purchase Agreement, executed on January 22, 2025 (the "NPA"). The Note was purchased by the Lender for a purchase price of $125,000, representing an original issue discount of $18,750. A one-time interest charge of fifteen percent (15%) (the "Interest Rate") will be applied on the issuance on the issuance date to the Principal. Under the terms of the Note, beginning on February 28, 2025, the Company is required to make nine (9) monthly payments of accrued, unpaid interest and outstanding principal, each payment in the amount of $18,368. The Company shall have a five-business day grace period with respect to each payment. Any amount of principal or interest 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 the 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 Lender, 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
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 January 22, 2025 10.1 Note Purchase Agreement, dated January 22, 2025, between Safe & Green Holdings Corp. and 1800 Diagonal Lending LLC 10.2 Standard Cash Advance Agreement, dated January 22, 2025, by and between SG Building Blocks, Inc. and Core Funding LLC 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 28, 2025 By: /s/ Patricia Kaelin Name: Patricia Kaelin Title: Chief Financial Officer 2