Safe & Green Holdings CORP. 8-K Filing

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 SGBX The Nasdaq Stock Market LLC
• $1.00 — the Company's series c preferred stock, $1.00 par value per share (the " Series C Pre
• $4,050,000 — ck "), for an initial purchase price of $4,050,000 ($3,150,000 payable at the initial clos
• $3,150,000 — n initial purchase price of $4,050,000 ($3,150,000 payable at the initial closing and an a
• $900,000 — t the initial closing and an additional $900,000 payable on the initial date of effectiv
• $3.19 — e Company's Series C Preferred Stock is $3.19 per share and is subject to adjustment
• $1,000 — re of Series C Preferred Stock shall be $1,000 (the " Stated Value "). The conversion
• $25,000 — agreed to reimburse the placement agent $25,000 for certain out-of-pocket expenses. Th
• $2,799,500 — ny from the offering were approximately $2,799,500, after deducting placement agent fees a

Filing Documents

• ea0268041-8k_safe.htm (8-K) — 33KB
• ea026804101ex3-1_safe.htm (EX-3.1) — 314KB
• ea026804101ex10-1_safe.htm (EX-10.1) — 340KB
• ea026804101ex10-2_safe.htm (EX-10.2) — 164KB
• 0001213900-25-117158.txt ( ) — 1226KB
• sgbx-20251125.xsd (EX-101.SCH) — 3KB
• sgbx-20251125_lab.xml (EX-101.LAB) — 33KB
• sgbx-20251125_pre.xml (EX-101.PRE) — 22KB
• ea0268041-8k_safe_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On November 25, 2025, Safe & Green Holdings Corp. (the " Company ") consummated a private placement (the " Private Placement ") pursuant to a securities purchase agreement (the " Purchase Agreement ") with an institutional investor (the " Purchaser ") for the purchase and sale of 4,500 shares (the " Initial Preferred Shares ") of the Company's series c preferred stock, $1.00 par value per share (the " Series C Preferred Stock "), for an initial purchase price of $4,050,000 ($3,150,000 payable at the initial closing and an additional $900,000 payable on the initial date of effectiveness of the registration statement registering the Securities). Pursuant to the Purchase Agreement and subject to certain ownership limitations, the Company may be required to issue Preferred Shares to the Purchaser for the Purchaser's purchase upon request and at the option of the Purchaser and subject to the conditions set forth therein. The Company may require the Purchaser to participate in one or more additional closings for the sale of additional shares of the Company's Series C Preferred Stock, $1.00 par value per share (the " Additional Preferred Shares ") up to a maximum number of Additional Preferred Shares of 45,500. The Series C Preferred Stock is convertible into shares of the Company's Common Stock (the " Conversion Shares "). The initial conversion price of the Company's Series C Preferred Stock is $3.19 per share and is subject to adjustment as set forth in the Certificate of Designation of Rights and Preferences of Series C Preferred Stock (the " Certificate of Designation "). The stated value of each share of Series C Preferred Stock shall be $1,000 (the " Stated Value "). The conversion amount of the Company's Series C Preferred Stock is 110% of the sum of the Stated Value plus any Additional Amount (as defined in the Certificate of Designations). The number of Conversion Shares are subject to adjustments for stoc

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 is incorporated by reference into this Item 3.02 in its entirety.

03 Material

Item 3.03 Material Modification to Rights of Security Holders. The information set forth in Item 1.01 is incorporated by reference into this Item 3.03 in its entirety.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information set forth in Items 1.01 and 3.03 regarding the Certificate of Designation are incorporated by reference into this Item 5.03 in its entirety.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit Number Description 3.1 Certificate of Designation filed with the Secretary of State of the State of Delaware on November 26, 2025. 10.1 Securities Purchase Agreement, dated November 25, 2025, between Safe & Green Holdings Corp. and JAK Industrial Ventures I LLC 10.2 Registration Rights Agreement, dated November 25, 2025, between Safe & Green Holdings Corp. and JAK Industrial Ventures I 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: December 2, 2025 By: /s/ Michael McLaren Name: Michael McLaren Title: Chief Executive Officer 2

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