Safe & Green Holdings Corp. Announces Stockholders' Approval of 1 for 64 Reverse Stock Split

Rhea-AI Summary

Safe & Green Holdings (NASDAQ:SGBX) has announced a 1-for-64 reverse stock split effective September 8, 2025, primarily aimed at regaining compliance with Nasdaq's $1.00 minimum bid price requirement. The reverse split was approved by stockholders at a special meeting on August 25, 2025, and subsequently by the Board on September 2, 2025.

Following the split, SGBX's outstanding shares will be reduced from 32,219,486 to 503,000. The company will maintain its existing trading symbol, with a new CUSIP number 78418A703. No fractional shares will be issued, with stockholders entitled to fractional shares receiving rounded-up whole shares. The split will proportionately adjust all outstanding options, warrants, and equity awards.

Positive

• Potential to regain Nasdaq compliance through higher share price
• Stockholder approval obtained for the reverse split
• Automatic rounding up of fractional shares benefits small stockholders

Negative

• Significant share consolidation indicating previous price deterioration
• Risk of failing to maintain compliance even after the split
• Possible reduced stock liquidity due to fewer outstanding shares

Insights

Capital Markets Specialist

SGBX's 1-for-64 reverse split aims to maintain Nasdaq listing by boosting share price above $1, but signals fundamental valuation challenges.

Safe & Green Holdings' announcement of a 1-for-64 reverse stock split is a significant development primarily designed to regain compliance with Nasdaq's $1 minimum bid price requirement. This corporate action will reduce the outstanding share count from 32,219,486 to approximately 503,000 shares while maintaining the same overall market capitalization.

This reverse split raises several important considerations. First, it's a technical maneuver to maintain Nasdaq listing rather than reflecting operational improvements. Companies typically pursue reverse splits when their shares have fallen below critical price thresholds, suggesting persistent valuation challenges. While the split mathematically increases the share price, it doesn't address underlying business fundamentals causing the low valuation.

The company has included shareholder-friendly provisions such as rounding up fractional shares to whole shares, which minimizes direct ownership dilution. However, the extreme ratio (1-for-64) indicates severe price deterioration has occurred. For context, most reverse splits typically range from 1-for-2 to 1-for-20, making this an unusually aggressive consolidation.

Notably, while the board received authorization for up to a 1-for-100 split, they opted for the 1-for-64 ratio, suggesting they calculated the minimum ratio needed to safely exceed the $1 threshold. This implies the pre-split share price was likely below $0.02 per share. Investors should recognize that companies implementing such extreme reverse splits often continue to face challenges maintaining their newly elevated share prices long-term.

Reverse stock split effective September 8, 2025; intended to regain compliance with Nasdaq minimum bid price requirement

MIAMI, FL / ACCESS Newswire / September 4, 2025 / Safe & Green Holdings Corp. (NASDAQ:SGBX) ("Safe & Green"), a provider of modular building solutions focused on sustainable construction and innovative real estate development, today announced that it will affect a 1‑for‑64 reverse stock split (the "Reverse Split") of its common stock, par value $0.001 per share (the "Common Stock"), that will become effective on September 8, 2025 at 12:01 AM Eastern Time. Safe & Green has requested that its Common Stock begin trading on September 8, 2025, on a post-reverse split basis on the Nasdaq Capital Market ("Nasdaq") under the existing symbol "SGBX". The new CUSIP number for the Common Stock following the Reverse Split will be 78418A703.

The Reverse Split is primarily intended to increase the per‑share trading price of the Common Stock to satisfy the $1.00 minimum bid price requirement for continued listing on Nasdaq.

Stockholder and Board Approvals

• Each 64 shares of issued and outstanding Common Stock will be automatically combined into one share of Common Stock.

• No fractional shares will be issued. Stockholders who would otherwise be entitled to receive a fractional share will receive the number of shares rounded up to the next whole share on a participant basis.

• The Reverse Split will affect all stockholders uniformly and will not alter any stockholders' percentage ownership interest in the Company, other than minor changes resulting from the rounding up of fractional shares.

• Proportionate adjustments will be made to the number of shares of Common Stock underlying outstanding options, warrants, restricted stock awards, and other equity awards, as well as to the applicable exercise or conversion prices, as required by their terms.

• The par value of the Common Stock will remain unchanged at $0.001 per share. The Reverse Split will not affect the number of authorized shares of Common Stock or preferred stock.

• Following the Reverse Split, the number of shares of Common Stock issued and outstanding will be reduced from 32,219,486 to 503,000.

Stockholder and Board Approvals

At the Company's special meeting of stockholders held on August 25, 2025, stockholders approved a proposal to authorize the Company's board of directors (the "Board"), in its sole and absolute discretion, to affect a reverse stock split at a ratio of up to 1-for-100. On September 2, 2025, the Board approved the Reverse Split at a ratio of 1-for-64. The Company will file a Certificate of Amendment to Safe & Green's Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to affect the Reverse Split effective as of September 8, 2025, at 12:01 AM Eastern Time.

Treatment of Registered and Beneficial Holders

Stockholders holding shares in street name (through a bank, broker, or other nominee) will have their holdings automatically adjusted to reflect the Reverse Split, subject to the procedures of their bank or broker. Registered stockholders holding certificated shares will receive information from the Company's transfer agent with instructions for exchanging certificated shares, if applicable. No action by any stockholder is required solely as a result of the Reverse Split.

About Safe & Green Holdings Corp.

Safe & Green Holdings Corp. is a modular construction company that designs and delivers innovative, sustainable building solutions across multiple sectors, including residential, commercial, and government projects. The Company also operates a real estate development subsidiary focused on modular-based communities and has expanded into environmental services and healthcare-related projects. For more information, please visit www.safeandgreenholdings.com

Forward-Looking Statements

This press release contains "forward-looking statements". Forward-looking statements reflect our current view about future events. When used in this press release, the words "anticipate," "believe," "estimate," "expect," "future," "intend," "plan," "poised" or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity, and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance, or achievements. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.

Investor Relations

US Investor Relations:
investors@safeandgreenholdings.com

SOURCE: Safe & Green Holdings Corp.

View the original press release on ACCESS Newswire

FAQ

What is the reverse stock split ratio for Safe & Green Holdings (SGBX)?

Safe & Green Holdings will implement a 1-for-64 reverse stock split, effective September 8, 2025 at 12:01 AM Eastern Time.

Why is SGBX doing a reverse stock split in 2025?

The reverse split is primarily intended to increase the share price to meet Nasdaq's $1.00 minimum bid price requirement for continued listing.

How many shares will SGBX have outstanding after the reverse split?

Following the reverse split, SGBX's outstanding shares will be reduced from 32,219,486 to 503,000 shares.

What happens to fractional shares in SGBX's reverse split?

Stockholders entitled to fractional shares will receive shares rounded up to the next whole share on a participant basis.

Will SGBX's stock symbol change after the reverse split?

No, SGBX will continue trading under the same symbol 'SGBX' on Nasdaq, but with a new CUSIP number 78418A703.