Safe & Green Holdings Corp SEC Filings

Safe & Green Holdings reported Q3 results showing continued losses and liquidity pressure. Revenue was $1.05 million, down year over year, and the company recorded a net loss of $5.32 million for the quarter. For the nine months, revenue totaled $2.34 million with a net loss of $12.64 million.

Cash increased to $3.02 million, supported by $8.93 million net cash from financing year‑to‑date, but the company disclosed negative working capital of $19.64 million and included a going concern warning. Total assets rose to $54.11 million, driven by the NAHD merger, including goodwill of $39.24 million and oil and gas properties of $3.71 million. Backlog was $575,571, expected within one year.

Other income benefited from a $2.0 million legal settlement and $592,253 of employee retention credits. The period included 1‑for‑20 and 1‑for‑64 reverse stock splits and several debt arrangements, with certain cash advance agreements and a related‑party note disclosed as in default.

Safe & Green Holdings Corp. (SGBX) called a virtual annual meeting on December 29, 2025 to seek stockholder approvals on ten proposals. The agenda includes electing five directors, ratifying M&K CPAS, and advisory votes on executive pay and its frequency.

The board requests approval of a merger with New Asia Holdings, Inc., under which the company will issue 4,000,000 Series A non‑voting convertible preferred shares; upon stockholder approval, sixty‑four (64) preferred shares would convert into fifteen (15) common shares. The proxy also seeks approval for prior and potential issuances tied to financing with Generating Alpha Ltd., including promissory notes of $375,700 and $267,000 and an equity line of credit up to $100 million. The company asks to increase the stock incentive plan to 1,000,000 shares with a 4.5% annual evergreen for ten years, expand authorized common shares from 75,000,000 to 3,000,000,000, permit action by written consent, and allow adjournment if needed.

The board unanimously recommends voting FOR all proposals. The record date is November 21, 2025.

Safe & Green Holdings Corp. (SGBX) files an amendment to its S-1 registration statement describing a resale prospectus for up to 4,687,500 shares (post-1:64 reverse split) that may be sold by a selling stockholder. The company notes 7,382 restricted stock units issuable upon vesting. Management discloses an auditor's going-concern qualification and warns it may experience a cash shortfall within twelve months and will need to raise additional capital. The prospectus lists numerous risk factors including thin trading, stock price volatility, potential Nasdaq delisting, dependence on key personnel and suppliers, and legal and regulatory risks. The board approved a 1:64 reverse stock split (approved August 25, 2025; effected September 8, 2025).

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.