Safe & Green Holdings Files S-1 Registration
Ticker: OLOX · Form: S-1 · Filed: Feb 7, 2025 · CIK: 1023994
Sentiment: neutral
Topics: s-1, registration-statement, securities-offering
TL;DR
SAFE filing S-1, looks like they're prepping to sell more stock.
AI Summary
Safe & Green Holdings Corp. filed an S-1 registration statement on February 7, 2025, for an unspecified offering. The company, formerly known as SG Blocks, Inc., is incorporated in Delaware and headquartered in Miami, Florida. This filing indicates a potential future sale of securities by the company.
Why It Matters
This S-1 filing signals Safe & Green Holdings Corp.'s intention to potentially offer new securities to the public, which could impact its capital structure and stock availability.
Risk Assessment
Risk Level: medium — S-1 filings are standard for companies planning to issue securities, but the lack of specific offering details makes the immediate risk unclear.
Key Numbers
- 5030 — SIC Code (Wholesale - Lumber & Other Construction Materials)
- 954463937 — IRS Number (Company's IRS Employer Identification Number)
Key Players & Entities
- SAFE & GREEN HOLDINGS CORP. (company) — Registrant
- SG BLOCKS, INC. (company) — Former company name
- Michael McLaren (person) — Director and Chief Executive Officer
- February 7, 2025 (date) — Filing date
- 333-284766 (registration_number) — SEC Registration Number
FAQ
What is the purpose of this S-1 filing?
The S-1 filing is a registration statement required by the SEC before a company can offer its securities to the public. The specific details of the offering (e.g., number of shares, price range) are not yet disclosed in this initial filing.
When was this S-1 filing submitted?
The S-1 filing was submitted on February 7, 2025.
What is Safe & Green Holdings Corp.'s principal executive office address?
The principal executive offices are located at 990 Biscayne Blvd., Suite 501, Miami, Florida 33132.
What were Safe & Green Holdings Corp.'s former names?
The company was formerly known as SG BLOCKS, INC., CDSI HOLDINGS INC, and PC411 INC.
Under which state is Safe & Green Holdings Corp. incorporated?
Safe & Green Holdings Corp. is incorporated in Delaware.
Filing Stats: 4,510 words · 18 min read · ~15 pages · Grade level 15.6 · Accepted 2025-02-07 16:05:56
Key Financial Figures
- $0.01 — ”) of our common stock, par value $0.01 per share (the “Common Stock&rdqu
- $100,000,000 — rdquo;), in an offering amount of up to $100,000,000 (the “ELOC Shares”), which
- $0.68 — ;Nasdaq”, on February 3 , 2025 of $0.68 per share, that have been or may be iss
- $100,000,000 million — Investor. However, we may receive up to $100,000,000 million in aggregate gross proceeds from the In
- $1.00 — ferred shares of the Company, par value $1.00 (the “Preferred Shares”), t
- $60 m — kholders’ equity by approximately $60 million, as of the date of this filing th
- $2.5 million — stockholders’ equity of at least $2.5 million as required by Nasdaq Listing Rule 5550
- $6,334,859 — olders’ equity of the Company of ($6,334,859), as reported in the Company’s An
- $35 m — a market value of listed securities of $35 million, or net income from continued ope
- $500,000 — net income from continued operations of $500,000 in the most recently completed fiscal y
- $2,500,000 — the Company to comply with the minimum $2,500,000 stockholders’ equity requirement
Filing Documents
- ea0214229-s1_safeandgreen.htm (S-1) — 1003KB
- ea021422901ex5-1_safe.htm (EX-5.1) — 8KB
- ea021422901ex10-79_safe.htm (EX-10.79) — 165KB
- ea021422901ex23-1_safe.htm (EX-23.1) — 2KB
- ea021422901ex23-2_safe.htm (EX-23.2) — 2KB
- ea021422901ex-fee_safe.htm (EX-FILING FEES) — 11KB
- image_001.jpg (GRAPHIC) — 5KB
- ex5-1_001.jpg (GRAPHIC) — 8KB
- ex10-79_001.jpg (GRAPHIC) — 1KB
- ex10-79_002.jpg (GRAPHIC) — 2KB
- ex23-2_001.jpg (GRAPHIC) — 14KB
- 0001213900-25-011307.txt ( ) — 1233KB
USE OF PROCEEDS
USE OF PROCEEDS 29 SELLING SHAREHOLDERS 30
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 31 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 32 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 33
BUSINESS
BUSINESS 54 MANAGEMENT 61
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 67 DIRECTOR COMPENSATION 71 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 73
DESCRIPTION OF CAPITAL STOCK
DESCRIPTION OF CAPITAL STOCK 76
DESCRIPTION OF SECURITIES WE ARE OFFERING
DESCRIPTION OF SECURITIES WE ARE OFFERING 79 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 80 PLAN of DISTRIBUTION 85 EXPERTS 87 LEGAL MATTERS 87 WHERE YOU CAN FIND MORE INFORMATION 87 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 88 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Securities offered under this prospectus. The registration 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 Securities offered hereunder. Unless the context otherwise requires, the terms ““we,” “us,” “our,” “the Company,” “Safe & Green” 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. 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 delive
Business
Business Overview We operate in the following four segments: (i) manufacturing and construction services; (ii) medical; (iii) real estate development; and (iv) environmental. The manufacturing and construction segment designs and manufactures modular structures built in our factories using raw materials that are Made-in-America. In the medical segment we have previously used our modular technology to offer prefabricated health facilities for on-site immediate COVID-19 testing and plan to provide our modular technology to offer turnkey solutions to medical testing and treatment and generating revenue from medical testing. Our real estate development segment’s current business focus is primarily on the direct acquisition and indirect investment in properties nationally that will be further developed in the future into green single or multi-family projects. The environmental segment, the newest segment, plans to offer a sustainable medical and waste management solution that will utilize a patented technology to collect waste and treat waste for safe disposal. We are a provider of modular facilities (“Modules”). We currently provide Modules made out of both code-engineered cargo shipping containers and traditional construction using wood and steel framing for use as both permanent or temporary structures for residential housing use and commercial use. Prior to the COVID-19 pandemic, the Modules we supplied were primarily for retail, restaurant and military use and were manufactured by third party suppliers using our proprietary technology and design and engineering expertise, which modifies code-engineered cargo shipping containers and purpose-built modules for use for safe and sustainable commercial, industrial and residential building. In March 2020, in response to the COVID-19 pandemic we began increasing our focus on providing our Modules as health care facilities for deployable medical response solutions. In September 2020, we acquired substan