Safe & Green Holdings Corp. Files S-1 Registration Statement

TL;DR

<b>Safe & Green Holdings Corp. has filed an S-1 registration statement, indicating potential future offerings of securities.</b>

AI Summary

SAFE & GREEN HOLDINGS CORP. (OLOX) filed a IPO Registration (S-1) with the SEC on February 1, 2024. Safe & Green Holdings Corp. filed an S-1 registration statement with the SEC on January 31, 2024. 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. The company is incorporated in Delaware and its fiscal year ends on December 31.

Why It Matters

For investors and stakeholders tracking SAFE & GREEN HOLDINGS CORP., this filing contains several important signals. This S-1 filing signals the company's intent to potentially raise capital or offer securities to the public in the future, which could impact its financial structure and growth. The registration statement provides detailed information about the company's business, financial condition, and risks, allowing investors to make informed decisions about potential future investments.

Risk Assessment

Risk Level: low — SAFE & GREEN HOLDINGS CORP. shows low risk based on this filing. The filing is a standard S-1 registration statement, which is a preliminary step for potential future offerings and does not contain immediate financial performance data or significant operational changes.

Analyst Insight

Monitor future filings for details on any proposed securities offerings and the company's financial performance.

Key Numbers

• 2024-01-31 — Filing Date (Date the S-1 registration statement was filed)
• 333-276799 — SEC File Number (SEC registration file number)
• 19990114 — Name Change Date (Date of name change from CDSI HOLDINGS INC)
• 20111122 — Name Change Date (Date of name change from 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
• Blank Rome LLP (company) — Legal counsel
• Leslie Marlow (person) — Legal counsel
• Melissa Palat Murawsky (person) — Legal counsel

Forward-Looking Statements

• SAFE & GREEN HOLDINGS CORP. will likely issue new securities within the next 12 months. (SAFE & GREEN HOLDINGS CORP.) — medium confidence, target: 2025-01-31

FAQ

Risk Factors

• Registration Statement Requirements [low — regulatory]: The S-1 filing is a prerequisite for offering securities, and its effectiveness is subject to SEC review and compliance with disclosure requirements.

Industry Context

Safe & Green Holdings Corp. operates within the construction materials sector, with a history of name changes and a current focus indicated by its S-1 filing.

Regulatory Implications

The S-1 filing is a standard regulatory document required by the SEC for companies planning to offer securities to the public.

What Investors Should Do

1. Review the full S-1 filing for detailed business descriptions and risk factors.
2. Track future SEC filings for updates on any proposed securities offerings.
3. Analyze the company's financial health and strategic direction once more information becomes available.

Key Dates

• 2024-01-31: S-1 Filing — Indicates potential future public offering of securities.

Year-Over-Year Comparison

This is a new S-1 filing and does not have a direct comparison to a prior filing of the same type.

Key Financial Figures

• $0.01 — 0,302 shares of common stock, par value $0.01 ("Common Stock"), of Safe & Green Holdi
• $650,000 — le debenture in the principal amount of $650,000 (the "Debenture"), including conversion
• $0.38 — Capital Market on January 30, 2024 was $0.38 per share. We urge prospective purchase
• $1,300,000 — ne in the aggregate principal amount of $1,300,000. The closing of the first tranche was
• $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

• ea192394-s1_safeandgreen.htm (S-1) — 2818KB
• ea192394ex5-1_safeandgreen.htm (EX-5.1) — 12KB
• ea192394ex23-1_safeandgreen.htm (EX-23.1) — 2KB
• ea192394ex-fee_safeandgreen.htm (EX-FILING FEES) — 14KB
• image_001.jpg (GRAPHIC) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• 0001213900-24-008620.txt (&nbsp;) — 14200KB
• sgbx-20230930.xsd (EX-101.SCH) — 157KB
• sgbx-20230930_cal.xml (EX-101.CAL) — 79KB
• sgbx-20230930_def.xml (EX-101.DEF) — 672KB
• sgbx-20230930_lab.xml (EX-101.LAB) — 1159KB
• sgbx-20230930_pre.xml (EX-101.PRE) — 681KB
• ea192394-s1_safeandgreen_htm.xml (XML) — 1895KB

RISK FACTORS

RISK FACTORS 8 THE PEAK TRANSACTION 30

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 33 SELLING STOCKHOLDERS 34 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 36

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 37

BUSINESS

BUSINESS 51 MANAGEMENT 60

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 66 DIRECTOR COMPENSATION 69 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 71

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 75 PLAN OF DISTRIBUTION 78 EXPERTS 80 CHANGES IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 80 LEGAL MATTERS 80 WHERE YOU CAN FIND MORE INFORMATION 80 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us 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. Neither we nor the Selling Stockholders have 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. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of shares of our Common Stock. Our business, financial condition, results of operations and prospects may have

Risk Factors

Risk Factors An investment in our Company is subject to a number of risks, including risks relating to this offering. Set forth below is a high-level summary of some, but not all, of these risks. Please read the information in the section entitled "Risk Factors" of this prospectus, for a more thorough description of these and other risks. Risks Related to this Offering We cannot predict the actual number of shares of Common Stock we will issue upon conversion of the Debenture. Investors who buy shares at different times will likely pay different prices. The issuance of our Common Stock to Peak One may cause substantial dilution to our existing stockholders. Risks Relating to our Financial Position and Capital Requirements From time to time we have, and may in the future, experience a shortfall in cash. Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern. We have incurred net losses in prior periods and there can be no assurance that we will generate income in the future. To date we have not generated revenue from SG DevCorp, SG Environmental, or SG Medical. An impairment of goodwill could have a material adverse effect on our financial condition and results of operations. We will need to raise additional capital to fund our existing operations. We must timely register the shares issuable under the Debenture and the Warrant. Risks Relating to our Business Our ability to meet our workforce needs is crucial to our results of operations and future sales and profitability. Given our fixed cost base our profitability is highly sensitive to changes in sales volume and production levels A material disruption of our suppliers or SG Echo's facilities could prevent us from meeting customer demand. A natural disaster, the effects of climate change, or other disruptions at our SG Echo facility could adversely affect us. The requirements of being a public company may strain ou

View Full Filing

View this S-1 filing on SEC EDGAR