Safe & Green Holdings Restructures Recent Transaction, Reducing Dilution and Complies with NASDAQ Panel Requirements

Rhea-AI Summary

Safe & Green Holdings (NASDAQ:SGBX) has restructured its previously announced $8.0 million private placement with D. Boral Capital from April 2025. The restructuring eliminates both Series A and Series B Common Stock Warrants, reducing potential shareholder dilution by approximately 70%.

The restructuring cancels Series A Warrants (exercisable at $0.784 per share for five years) and Series B Warrants (exercisable at $0.98 per share for 30 months). The Common Stock or Pre-Funded Warrants remain, with dilutive warrants exchanged for 60,000 shares of Series B Preferred Stock. This modification addresses NASDAQ Hearings Panel requirements and supports regulatory compliance.

Positive

• Potential shareholder dilution reduced by 70%
• Restructuring ensures compliance with NASDAQ listing requirements
• Original $8.0 million private placement funding maintained

Negative

• Issuance of 60,000 shares of Series B Preferred Stock
• Previous NASDAQ compliance issues that required restructuring
• Original transaction structure raised public interest concerns with NASDAQ

Insights

Corporate Financial Restructuring Specialist

SGBX eliminated warrant dilution to maintain NASDAQ listing, exchanging potential 70% dilution for limited preferred stock issuance.

Safe & Green Holdings has executed a critical financial restructuring of its April 2025 $8.0 million private placement with D. Boral Capital. The company has completely eliminated both Series A and Series B Common Stock Warrants in exchange for just 60,000 shares of Series B Preferred Stock. This strategic move reduces potential shareholder dilution by approximately 70% while addressing NASDAQ Hearings Panel compliance concerns.

The restructuring removes significant overhang that would have pressured share price. The original deal included Series A Warrants exercisable at $0.784 per share for five years and Series B Warrants at $0.98 per share for 30 months. The complete elimination of these warrants substantially improves the company's capital structure.

This transaction represents a rare instance where a small-cap company renegotiates financing terms to benefit existing shareholders after closing. Most importantly, the restructuring directly addresses NASDAQ's "public interest concern" regarding the original transaction structure, indicating the company was likely at risk of delisting. The new structure appears to satisfy regulatory requirements while preserving access to the $8 million in capital the company originally secured.

The exchange of warrants for preferred stock significantly alters the dilution profile and demonstrates management's commitment to existing shareholders while maintaining NASDAQ compliance. This is a positive governance signal as many companies in similar situations would typically accept unfavorable financing terms to remain listed.

MIAMI, FL / ACCESS Newswire / July 30, 2025 / Safe & Green Holdings Corp. (NASDAQ:SGBX) ("Safe & Green" or the "Company"), a leading developer of modular structures, today announced that it has restructured its previously announced private placement with D. Boral Capital, originally dated April 14, 2025. The revised terms eliminate both the Series A and Series B Common Stock Warrants, significantly reducing potential dilution and addressing the concerns raised by the NASDAQ Hearings Panel.

As a result of the restructuring:

• The Series A Warrants, originally exercisable at $0.784 per share for five years, have been cancelled.

• The Series B Warrants, originally exercisable at $0.98 per share for 30 months, have also been cancelled.

• Overall, the potential dilution to shareholders has been reduced by approximately 70%.

This restructuring conforms with the requirements of the NASDAQ Hearings Panel, which had raised a public interest concern related to the original structure of the transaction. By working closely with NASDAQ and restructuring the deal in a manner that supports both regulatory compliance and investor interests, the Company remains focused on gaining full compliance with NASDAQ listing standards.

"We acted decisively to restructure the financing in a way that better aligns with shareholder interests and ensures full compliance with NASDAQ's listing standards," said Mike Mclaren, Chairman and CEO of Safe & Green Holdings. "This is an important step as we continue building long-term shareholder value with a disciplined approach to capital markets activity."

The Company originally announced the $8.0 million private placement in April 2025, with each Common Unit consisting of one share (or pre-funded warrant), one Series A warrant, and one Series B warrant. With the restructuring, the Common Stock or Pre-Funded Warrants remain in place, while both classes of dilutive warrants have been removed and exchanged for an aggregate of 60,000 shares of Series B Preferred Stock

The Company will continue to evaluate strategic opportunities while remaining focused on responsible governance and disciplined capital management.

About Safe and Green Holdings

Safe & Green Holdings Corp., a leading modular solutions company, operates under core capabilities which include the development, design, and fabrication of modular structures, meeting the demand for safe and green solutions across various industries. The firm supports third-party and in-house developers, architects, builders, and owners in achieving faster execution, greener construction, and buildings of higher value. For more information, visit www.safeandgreenholdings.com and follow us at @SGHcorp on Twitter.

Safe Harbor Statement

Certain statements in this press release constitute "forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might," "will," "should," "believe," "expect," "anticipate," "estimate," "continue," "predict," "forecast," "project," "plan," "intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current estimates and assumptions and include statements regarding the restructuring of the Company's private placement with D. Boral Capital. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company's ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and its subsequent filings with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release on account of new information, future events, or otherwise, except as required by law.

For investor and media inquiries, please contact:
investors@safeandgreenholdings.com

SOURCE: Safe & Green Holdings Corp

View the original press release on ACCESS Newswire

FAQ

How has Safe & Green Holdings (SGBX) restructured its private placement deal?

SGBX has eliminated both Series A and Series B Common Stock Warrants, replacing them with 60,000 shares of Series B Preferred Stock, reducing potential dilution by 70% and ensuring NASDAQ compliance.

What was the original structure of SGBX's private placement in April 2025?

The original $8.0 million private placement included Common Units consisting of one share (or pre-funded warrant), one Series A warrant, and one Series B warrant.

How much dilution reduction did SGBX achieve through the restructuring?

The restructuring resulted in approximately 70% reduction in potential shareholder dilution by canceling both Series A and Series B Common Stock Warrants.

What were the terms of the cancelled SGBX warrants?

The Series A Warrants were exercisable at $0.784 per share for five years, and Series B Warrants were exercisable at $0.98 per share for 30 months.

How did SGBX address NASDAQ compliance concerns?

SGBX restructured the deal by eliminating dilutive warrants and exchanging them for Series B Preferred Stock, addressing NASDAQ Hearings Panel's public interest concerns and supporting regulatory compliance.