[144] Roper Technologies, Inc. SEC Filing

Rhea-AI Filing Summary

Safe & Green Holdings Corp. (Nasdaq: SGBX) has filed Amendment No. 3 to its Form S-1 to register 20,408,160 common shares for resale by a single selling stockholder. The shares comprise 2,504,040 common shares and 17,904,120 shares underlying $0.0001 pre-funded warrants issued in an April 14 2025 private placement that generated roughly $8 million gross. The company will receive no proceeds from the resale, and only ≈$20,408 if all pre-funded warrants are exercised in cash; those funds and the April placement proceeds are earmarked for working capital.

SGBX remains a smaller reporting company and has faced repeated Nasdaq deficiencies. A July 8 2025 Hearings Panel decision allows continued listing provided the firm effects a reverse split (1-for-10 to 1-for-100) and sustains a ≥$1.00 bid for 10 consecutive days by Aug 28 2025. A shareholder vote is set for Aug 25 2025.

Liquidity moves in 2025: (i) $2 million secured revolver at 5% with Prosperity Bank; (ii) up to $100 million equity line with Generating Alpha Ltd.; (iii) $267 k OID note at 15% convertible on default; (iv) $1 million County Line and $1 million Sherman Oil asset purchases; (v) planned merger with New Asia Holdings to add ≈$35 million to equity. April Series A/B warrants were exchanged for 60,000 Series B preferred shares to ease Nasdaq dilution concerns.

Post-offering common shares outstanding, assuming full warrant exercise, would rise to 30,024,771 versus 12,120,651 currently, excluding additional options, warrants, RSUs and 300 million shares underlying Series B preferred.

Positive

• $8 million gross proceeds already received from April 2025 placement, boosting working capital.
• Secured $2 million revolver at 5%, adding short-term liquidity without immediate equity dilution.
• Signed $100 million Equity Line of Credit for discretionary future funding.
• Exchange of Series A/B warrants for preferred stock mitigates Nasdaq dilution concerns.
• Conditional Nasdaq extension obtained; planned merger expected to add ≈$35 million to stockholders’ equity.

Negative

• Registration covers shares equal to ~168 % of current float, creating significant dilution and market overhang.
• Company must effect a reverse split and maintain $1.00 bid by Aug 28 2025 to avoid delisting.
• April 2025 note carries 15% interest and default convertibility at deep discounts, posing dilution risk.
• Multiple asset purchases and deferred cash payments add $2 million near-term obligations.
• No revenue yet from new Medical or Environmental segments; going-concern language highlighted.

Insights

Equity Research Analyst

TL;DR — Registration enables large resale; funding runway improves, but dilution and listing risk remain.

The amended S-1 is technically routine yet financially significant. Although the company already captured the $8 m placement cash, allowing 20.4 m shares to hit the market (2.5× today’s float) could pressure an already thin $0.61 stock. Management is aggressively layering capital: $2 m revolver, $100 m equity line and multiple small notes provide flexibility, but at the cost of potential equity overhang and double-digit interest. The exchange of Series A/B warrants for preferred stock removes an immediate Nasdaq objection, yet the reverse-split mandate underscores continuing bid-price fragility. Overall impact is balanced—liquidity secured, offset by execution and dilution risks.

Corporate Governance & Listing Specialist

TL;DR — Continued Nasdaq listing hinges on reverse split and equity rebuild; failure would be highly punitive.

Nasdaq has granted a conditional reprieve until Aug 28 2025. Management’s plan—eliminate dilutive warrants, execute merger adding ≈$35 m equity, and implement reverse split—addresses both bid-price and stockholders’ equity tests. However, multiple financings with conversion features, plus 300 m Series B underlying shares, risk renewed dilution post-split. Timely shareholder approval and flawless execution are essential; otherwise, delisting could trigger liquidity collapse and covenant defaults. I view the disclosure as slightly negative due to high execution risk despite thoughtful remediation steps.

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
equity	richard neuman merrill lynch 301 tresser blvd stamford CT 06901	352	550.00	107515397	07/25/2025	nyse

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 *
equity	06/09/2025	stock bonus	christopher wright			352	06/09/2025	stock bonus

* 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

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 (SGBX) filing this S-1/A amendment?

To register 20,408,160 shares—common and pre-funded warrant shares—so the selling stockholder can freely resell them.

Will SGBX receive cash from the resale?

No. The company only received the original $8 million placement proceeds and may collect about $20,408 if warrants are exercised for cash.

How will SGBX regain Nasdaq compliance?

Management plans a 1-for-10 to 1-for-100 reverse split before Aug 28 2025 and has eliminated dilutive warrants; it must keep the bid ≥$1 for 10 days.

What is the potential dilution from this filing?

Outstanding shares would rise from 12.1 m to 30.0 m after full warrant exercise, excluding other options, warrants and 300 m Series B preferred share conversions.

How is SGBX strengthening its balance sheet?

It secured a $2 m bank revolver, arranged a $100 m equity line, plans a merger adding ≈$35 m equity, and restructured prior warrants.