Safe & Green Holdings Corp SEC Filings

Safe & Green Holdings Corp. (SGBX) reported interim results showing a complex period of restructuring, material transactions and liquidity stress. The company completed a merger that issued 4,000,000 Series A preferred shares (fair value reported as $34,569,600) and closed related transactions on February 13, 2025. It deconsolidated SG DevCorp, recognizing a gain of $4,728,348 included in discontinued operations and recording the fair value of its investment at $8,126,350. For the six months ended June 30, 2025 the company reported operating loss of $5,519,762, and negative operating cash flows that management says have raised substantial doubt about its ability to continue as a going concern. Reported construction backlog totaled $1,209,207. The balance sheet and notes disclose significant financings and multiple note facilities, including a secured $4,000,000 note, and several cash-advance and convertible notes with many in default. Accounts receivable concentration is high: 100% of gross receivables from three customers and one customer represented ~81% of six-month revenue.

Safe & Green Holdings Corp. (Nasdaq: SGBX) has called a virtual Special Shareholders Meeting for 25 Aug 2025 to vote on three key proposals.

• Proposal 1: Grant the Board discretionary power to enact a reverse stock split between 1-for-10 and 1-for-100 within 12 months. The action is aimed at regaining compliance with Nasdaq’s $1.00 bid rule after two deficiencies and a Panel ultimatum requiring a qualifying price by 28 Aug 2025.
• Proposal 2: Authorise, under Nasdaq Rule 5635(d), the issuance of all common shares underlying 60,000 Series B Preferred shares issued on 17 Jul 2025 in exchange for prior warrants. Full conversion could exceed 19.99 % of the current float (10,120,651 shares at 11 Jul 2025).
• Proposal 3: Permit adjournment of the meeting to solicit additional proxies if required.

The Board recommends a FOR vote on all items, citing preservation of exchange listing and financing flexibility. Record date is 11 Jul 2025; each share carries one vote; quorum is one-third of voting power. No dissenters’ rights apply.

Safe & Green Holdings Corp. (Nasdaq: SGBX) filed an 8-K disclosing that on 28 Jul 2025 it executed a non-binding Letter of Intent to buy 100% of Rock Springs Energy Group, LLC for an estimated $35 million. The deal would give SGBX ownership of Rock Springs’ mothballed, incomplete oil refinery in Rock Springs, Wyoming.

Principal LOI terms:

• Due-diligence window: 60 days; price may be adjusted based on findings and market conditions.
• Exclusivity: Seller agrees not to solicit other bids during the diligence period.
• Termination right: Either party may withdraw without liability if diligence is unsatisfactory.
• Timeline: Target to sign definitive agreements within 30 days after diligence, and close within 30 days thereafter.

A press release announcing the LOI was issued on 5 Aug 2025 (Exhibit 99.1). No financial statements or earnings metrics accompany this filing. The company includes forward-looking-statement disclaimers and refers investors to existing risk-factor disclosures.