Safe & Green Holdings Corp. Files 8-K

TL;DR

SGH filed an 8-K on Feb 2, 2025, detailing material agreements and equity sales.

AI Summary

On February 2, 2025, Safe & Green Holdings Corp. entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and provided a Regulation FD disclosure. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential equity transactions by Safe & Green Holdings Corp., which could impact its stock price and investor outlook.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity securities, which can introduce financial and regulatory risks.

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Registrant
• February 2, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-38037 (identifier) — SEC File Number
• 95-4463937 (identifier) — IRS Number

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $1.00 — ferred shares of the Company, par value $1.00 (the "Preferred Shares"), to the NAHD s

Filing Documents

• ea0229560-8k_safe.htm (8-K) — 45KB
• ea022956001ex10-1_safe.htm (EX-10.1) — 488KB
• ea022956001ex99-1_safe.htm (EX-99.1) — 12KB
• ea022956001ex99-2_safe.htm (EX-99.2) — 85KB
• ex99-1_001.jpg (GRAPHIC) — 12KB
• 0001213900-25-009104.txt ( ) — 936KB
• sgbx-20250202.xsd (EX-101.SCH) — 3KB
• sgbx-20250202_lab.xml (EX-101.LAB) — 33KB
• sgbx-20250202_pre.xml (EX-101.PRE) — 22KB
• ea0229560-8k_safe_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. NAHD Merger and Related Transactions On February 2, 2025, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") by and between the Company and New Asia Holdings, Inc., a Nevada corporation ("NAHD"), pursuant to which NAHD will be merged into a to-be-formed subsidiary of the Company (the "Merger"). Following this Merger, the NAHD operating subsidiaries will be indirect, wholly owned subsidiaries of the Company. As merger consideration, the Company will issue four million (4,000,000) Series A non-voting convertible preferred shares of the Company, par value $1.00 (the "Preferred Shares"), to the NAHD shareholders. Each Preferred Share has the right to convert into shares of common stock of the Company at a ratio of 1 to 15 (each Preferred Share will convert into 15 shares of common stock of the Company), provided, however, that such conversion is subject to the approval of a majority of the Company's common shareholders. The Merger Agreement contain customary representations, warranties, and covenants. The Merger Agreement also contain conditions to the completion of the Merger including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger. There are no assurances that the parties will satisfy all of the conditions to the merger. The parties expect to complete these transactions as soon as practicable following the satisfaction or waiver of the condition to the Merger. Required NAHD Approvals The affirmative vote of the holders of a majority of NAHD outstanding shares of common stock. Following the entry into the Merger Agreement, all required approvals of the NAHD shareholders described above has been obtained. The foregoing summary of the Merger Agreement is not complete and is qualified in its entirety by the full text

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K relating to the anticipated issuance of preferred shares of stock of the Company is incorporated by reference herein. In issuing the Preferred Shares pursuant to the Merger Agreement, the Company intends to rely on an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 3, 2025, the Company issued a press release (the "Press Release") announcing that had entered into the Merger Agreement. 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. 1 The Company's Reasons for the Merger The board of directors of the Company (the "Board"), considered a number of factors in approving and adopting the Merger Agreement, including the following: The belief that the Merger would provide potential growth opportunities for the Company and its subsidiaries; The belief that the acquisition of NAHD would create potential synergies with the Company's modular manufacturing business; The belief that the Merger will cure the Company's current Nasdaq stockholders' equity deficiency; The belief that the combined company could have improved credit metrics compared to those of the Company prior to the Merger; The belief that the business and capital structure of the combined company would provide the Company with access to capital on improved terms compared to its financing arrangements prior to the Merger; That the Merger would result in a more diversified business. Projections The Company is furnishing projected financial information for the next five fiscal quarters ending March 31, 2026, which is set forth in Exhibit 99.2 of this Current Report and is incorporated by reference herein. Although the Company does not, as a matter of course, make public long-term projections as to future

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 Arrangement and Plan of Merger, dated as of February 2, 2025, by and between New Asia Holdings, Inc., and Safe & Green Holdings Corp. 99.1 Press Release, dated February 3, 2025, announcing the Merger 99.2 Prospective financial information for the year ending 2025 104 Cover Page Interactive Data File (embedded within the inline XBRL document) 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: February 3, 2025 By: /s/ Mike McLaren Name: Mike McLaren Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR