Welcome to our dedicated page for Safe & Green Holdings SEC filings (Ticker: SGBX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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Safe & Green Holdings Corp. (Nasdaq: SGBX) has avoided immediate delisting after receiving a July 8, 2025 decision letter from the Nasdaq Hearings Panel granting conditional continued listing on the Nasdaq Capital Market.
Key conditions imposed by the Panel:
- Reverse stock split must be effected on or before August 28, 2025.
- The post-split shares must achieve a closing bid price ≥ $1.00 for at least 10 consecutive business days to satisfy Nasdaq Listing Rule 5550(a)(2).
- By July 18, 2025, the Company must publicly disclose that it has eliminated the Class B warrants from its April 2025 offering and confirm to Nasdaq that no shares underlying those warrants were issued.
The Panel’s ruling followed a June 17, 2025 hearing at which management presented a compliance plan. The Company “intends to satisfy” all conditions but warns there is no assurance it will meet the deadlines. Failure would place the listing at risk again.
Implications for investors: The extension averts an immediate trading suspension, yet the required reverse split could alter share count and investor perception. Continued sub-$1 trading or inability to retire the Class B warrants could still trigger delisting.
Offering overview: UBS AG is marketing unsubordinated, unsecured Trigger Callable Contingent Yield Notes linked to the least performing of the Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and S&P 500 Index (SPX). The preliminary terms contemplate:
- Principal amount: $1,000 per Note
- Term: ≈4 years (Trade Date 16 Jul 2025 → Maturity 19 Jul 2029), subject to issuer call
- Contingent coupon: 9.50% p.a. (≈ $7.9167 monthly) paid only when the closing level of each index ≥ 70 % of its initial level (the “coupon barrier”) on the relevant observation date
- Issuer call: UBS may redeem the Notes in whole (not in part) on any monthly observation date beginning after three months; investors then receive par plus any due coupon
- Protection: conditional. If not called and each index ≥ 70 % of its initial level on the Final Valuation Date, holders receive par. If any index < 70 %, repayment = par × (1 + return of worst-performing index) and can fall to $0
- Estimated initial value: $930.90 – $960.90 (6.9 % – 3.9 % below issue price) determined using UBS internal models
- Underwriting discount: up to $10 per Note; UBS Securities LLC may re-allow full amount to third-party dealers
Key dates: Settlement 21 Jul 2025 (T+3); first potential call settlement date 21 Oct 2025; monthly observation/coupon schedule thereafter; Final Valuation Date 16 Jul 2029.
Risk highlights:
- Market risk: Performance is driven by the worst of three equity indices; lack of diversification can lead to loss of up to 100 % of principal.
- Coupon uncertainty: Monthly coupons cease if any index closes below its barrier on an observation date; periods without coupons coincide with heightened principal risk.
- Call risk & reinvestment: UBS is more likely to call when coupons are attractive relative to market yields, capping upside and forcing reinvestment at potentially lower rates.
- Credit risk: Payments depend on UBS AG’s ability to pay; the Notes are not FDIC-insured.
- Liquidity/valuation: No exchange listing; secondary market, if any, will be at UBS Securities LLC’s discretion. Issue price exceeds estimated value because of fees, hedging and funding adjustments.
Illustrative payouts: Hypothetical examples show (1) 1 % total return if called after three months; (2) 1 % total return if held to maturity and all indices ≥ barriers; (3) 59.5 % loss if worst index falls 60 % at maturity.
Investor suitability: Product may suit investors seeking enhanced coupons, comfortable with equity-linked downside, early redemption and UBS credit exposure. It is not suitable for investors requiring guaranteed income or principal protection.
Safe & Green Holdings Corp. (SGBX) has filed Amendment No. 1 to its preliminary proxy (Schedule 14A) for the virtual 2025 Annual Shareholders Meeting, scheduled for 25 Aug 2025.
Key Proposals
- Proposal 1 – Reverse Stock Split: Board is seeking discretionary authority to consolidate shares at a ratio ranging from 1-for-10 up to 1-for-100, executable within one year. The main objective is to cure Nasdaq bid-price deficiency (must reach ≥ $1.00 by 28 Aug 2025) and retain Capital Market listing.
- Proposal 2 – Adjournment: Allows meeting postponement to solicit additional proxies should votes be insufficient to approve Proposal 1.
Rationale & Implications
- The company received two Nasdaq deficiency notices (Dec 2024 & Jun 2025) and has been granted a compliance deadline by an appeal panel.
- Reverse split will proportionally reduce outstanding shares (currently 10.1 million) but will not change authorised share count; fractional shares will be rounded up.
- Management warns that post-split price stability is not guaranteed and that other planned share issuances (referenced in subsequent proposals) could add downward pressure.
- Governance snapshot: 7-member board (majority independent); Chair/CEO roles combined; Lead Independent Director in place.
- Director cash retainers total $80k; additional equity compensation (RSUs) granted; CEO Michael McLaren beneficially owns 12.0 % of common stock.
Voting Recommendation: Board unanimously supports both proposals.
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