[144] Metallus Inc. SEC Filing

Rhea-AI Filing Summary

Safe & Green Holdings Corp. (Nasdaq: SGBX) has called a virtual special meeting for 25 Aug 2025 to seek shareholder approval on three key items:

• Proposal 1 – Reverse Stock Split: Board discretion to combine shares at any ratio between 1-for-10 and 1-for-100 within one year. Main objective is to lift the bid price above Nasdaq’s US$1.00 minimum after two deficiency notices and a Hearing Panel deadline of 28 Aug 2025.
• Proposal 2 – Issuance of Series B Preferred Conversion Shares: Approval under Nasdaq Rule 5635(d) to issue all common shares underlying 60,000 newly issued Series B convertible preferred shares obtained via a warrant-for-preferred exchange completed 17 Jul 2025. Conversion price is US$0.392 per share but is capped at 19.99 % of outstanding common stock until shareholder consent is obtained.
• Proposal 3 – Adjournment: Authority to adjourn the meeting to solicit additional proxies if needed.

The record date is 11 Jul 2025 with 10,120,651 common shares outstanding. A quorum requires one-third of voting power. The board recommends voting FOR all proposals. Failure to effect the reverse split and regain compliance could lead to delisting; conversely, approval would give management flexibility to meet Nasdaq conditions but may increase dilution and market volatility for existing investors.

Positive

• Nasdaq extension secured to 28 Aug 2025, giving the company a clear compliance timeline.
• Exchange of warrants for Series B preferred removes warrant overhang and locks a fixed US$0.392 conversion price.
• Virtual meeting format allows full shareholder participation and lowers logistical costs.

Negative

• Potential 1-for-100 reverse split highlights significant share-price weakness and may harm investor perception.
• Dilution risk: Series B preferred could exceed 19.99 % of outstanding shares once approved.
• Delisting threat remains if bid price does not stay above US$1.00 for 10 consecutive days post-split.
• Wide split ratio discretion gives board broad authority with limited shareholder control over exact ratio.

Insights

Financial Analyst

TL;DR: Reverse split seeks Nasdaq compliance; new Series B preferred adds dilution risk. Net impact skews negative pending execution.

Impact assessment: The filing is impactful. SGBX must raise its bid price and obtain shareholder approval for potentially >20 % dilution within six weeks of the meeting or face delisting. Granting a 1-for-10 to 1-for-100 reverse split range signals severe price weakness; the wider the ratio selected, the stronger the negative market signal. While replacing warrants with convertible preferred simplifies the capital stack and removes warrant overhang, the low US$0.392 conversion price could flood the market with up to c.15 m new shares post-split, eroding existing ownership. Approval would give the board tools to maintain listing, preserve institutional and retail trading liquidity and possibly lower financing costs; rejection heightens delisting and liquidity risks. Overall risk-reward tilts negative until management demonstrates compliance without excessive dilution.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
COMMON	MERRILL LYNCH 3455 PEACHTREE RD NW SUITE 1000 ATLANTA GA 30326	21974	395532.00	42023268	07/23/2025	NEW YORK

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
COMMON	03/02/2023	PERFORMANCE STOCK UNIT VEST	METALLUS INC.			1625	03/02/2023	COMPENSATORY PAYMENT
COMMON	03/01/2022	RESTRICTED STOCK UNIT VEST	METALLUS INC.			2496	03/01/2022	COMPENSATORY PAYMENT
COMMON	03/02/2023	PERFORMANCE STOCK UNIT VEST	METALLUS INC.			6013	03/02/2023	COMPENSATORY PAYMENT
COMMON	03/02/2023	PERFORMANCE STOCK UNIT VEST	METALLUS INC.			11840	03/02/2023	COMPENSATORY PAYMENT

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

Why is Safe & Green Holdings (SGBX) proposing a reverse stock split?

To raise the share price above Nasdaq’s US$1.00 minimum and satisfy a 28 Aug 2025 compliance deadline.

What split ratios are being considered for SGBX?

Any ratio between 1-for-10 and 1-for-100, to be chosen by the board within one year of approval.

How many Series B preferred shares were issued and at what conversion price?

60,000 shares, each convertible at US$0.392 into common stock, subject to a 19.99 % cap until shareholder approval.

Will existing SGBX shareholders receive fractional shares after the split?

No; fractional holdings will be rounded up to the nearest whole share—no cash will be paid.

What happens if shareholders reject the proposals?

The company could fail to regain Nasdaq compliance, risking delisting and reduced liquidity.

When is the record date and meeting date for voting?

Record date: 11 Jul 2025; virtual special meeting: 25 Aug 2025 at 10 a.m. ET.