SAFE & GREEN HOLDINGS CORP. Files Amendment No. 1 to S-1 Registration Statement

TL;DR

<b>SAFE & GREEN HOLDINGS CORP. has filed an amendment to its S-1 registration statement, indicating potential continuous offering of securities.</b>

AI Summary

SAFE & GREEN HOLDINGS CORP. (OLOX) filed a Amended IPO Registration (S-1/A) with the SEC on February 6, 2024. SAFE & GREEN HOLDINGS CORP. filed Amendment No. 1 to its Form S-1 Registration Statement on February 6, 2024. The filing relates to a registration of securities under the Securities Act of 1933. The company was formerly known as SG BLOCKS, INC., CDSI HOLDINGS INC, and PC411 INC. The principal executive offices are located at 990 Biscayne Blvd., Suite 501, Miami, Florida 33132. The filing indicates the securities may be offered on a delayed or continuous basis pursuant to Rule 415.

Why It Matters

For investors and stakeholders tracking SAFE & GREEN HOLDINGS CORP., this filing contains several important signals. This amendment to the S-1 filing is a procedural step for the company to register securities for potential future sale. The company's history of name changes suggests a period of restructuring or rebranding prior to this offering.

Risk Assessment

Risk Level: low — SAFE & GREEN HOLDINGS CORP. shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard regulatory process and does not inherently indicate significant new risks.

Analyst Insight

Monitor future filings for details on the specific securities being offered and the terms of the continuous offering.

Key Numbers

• 333-276732 — Registration Number (Form S-1)
• 20240206 — Filing Date (Amendment No. 1 to Form S-1)
• 19990114 — Date of Name Change (CDSI HOLDINGS INC)
• 20111122 — Date of Name Change (SG BLOCKS, INC.)

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Registrant
• SG BLOCKS, INC. (company) — Former company name
• CDSI HOLDINGS INC (company) — Former company name
• PC411 INC (company) — Former company name
• Paul Galvin (person) — Chairman and Chief Executive Officer
• Leslie Marlow, Esq. (person) — Counsel
• Melissa Palat Murawsky, Esq. (person) — Counsel
• Peter Jaslow, Esq. (person) — Counsel

Forward-Looking Statements

• SAFE & GREEN HOLDINGS CORP. will proceed with a public offering of securities in the near future. (SAFE & GREEN HOLDINGS CORP.) — medium confidence, target: 2024-08-06
• The company's stock price may experience volatility due to potential dilution from future offerings. (SAFE & GREEN HOLDINGS CORP. stock) — medium confidence, target: 2024-12-31

FAQ

Industry Context

The company operates in the wholesale lumber and construction materials sector.

Regulatory Implications

The filing is made under the Securities Act of 1933, which governs the registration and sale of securities in the United States.

What Investors Should Do

1. Review the full S-1/A filing for details on the securities being registered.
2. Track subsequent filings for updates on the offering's progress and terms.
3. Research the company's business operations and financial health.

Year-Over-Year Comparison

This is an amendment to a previously filed registration statement, indicating ongoing regulatory processes rather than a new filing.

Key Financial Figures

• $0.01 — 7,894 shares of common stock, par value $0.01 ("Common Stock") together with Series A
• $0 — ock and accompanying Common Warrants is $0.38, which was the last sale price of ou
• $0.38 — is assumed to have an exercise price of $0.38 per share (100% of the public offering
• $60,000 — l and other expenses in an amount up to $60,000 and pay the Placement Agent a non-accou
• $1,300,000 — ne in the aggregate principal amount of $1,300,000. The closing of the first tranche was
• $650,000 — a debenture in the principal amount of $650,000 (the "Debenture") to Peak One and the a
• $585,000 — old to Peak One for a purchase price of $585,000, representing an original issue discoun
• $17,500 — with the January 2024 Offering, we paid $17,500 as a non-accountable fee to Peak One to

Filing Documents

• ea192632-s1a1_safegreen.htm (S-1/A) — 3055KB
• ea192632ex1-1_safeandgreen.htm (EX-1.1) — 48KB
• ea192632ex4-14_safeandgreen.htm (EX-4.14) — 88KB
• ea192632ex4-16_safeandgreen.htm (EX-4.16) — 91KB
• ea192632ex5-1_safeandgreen.htm (EX-5.1) — 15KB
• ea192632ex10-79_safeandgreen.htm (EX-10.79) — 228KB
• ea192632ex23-1_safeandgreen.htm (EX-23.1) — 2KB
• ea192632ex-fee_safeandgreen.htm (EX-FILING FEES) — 24KB
• image_001.jpg (GRAPHIC) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-010635.txt (&nbsp;) — 15079KB
• sgbx-20230930.xsd (EX-101.SCH) — 156KB
• sgbx-20230930_cal.xml (EX-101.CAL) — 79KB
• sgbx-20230930_def.xml (EX-101.DEF) — 672KB
• sgbx-20230930_lab.xml (EX-101.LAB) — 1160KB
• sgbx-20230930_pre.xml (EX-101.PRE) — 681KB
• ea192632-s1a1_safegreen_htm.xml (XML) — 1897KB

DILUTION

DILUTION 34 SECURITY 36 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 37 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38

BUSINESS

BUSINESS 52 MANAGEMENT 61 EXECUTIVE COMPENSATION 67 DIRECTOR COMPENSATION 70 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 72 DESCRIPTION OF CAPITAL STOCK 76 DESCRIPTION OF SECURITIES WE ARE OFFERING 79 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 83 PLAN OF DISTRIBUTION 90 EXPERTS 93 CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 93 LEGAL MATTERS 93 WHERE YOU CAN FIND MORE INFORMATION 93 INDEX TO FINANCIAL STATEMENTS F-1 The registration and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See "Where You Can Find More Information." Information contained in, and that can be accessed through our web site, www.safeandgreenholdings.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder. Unless the context otherwise requires, the terms "we," "us," "our," "the Company," "Safe & Green," "SG Holdings" and "our business" refer to Safe & Green Holdings Corp. and "this offering" refers to the offering contemplated in this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under the circumstances and in jurisdictions where it is lawful to do so. T

View Full Filing

View this S-1/A filing on SEC EDGAR