Auditor M&K resigns from Safe & Green (NASDAQ: SGBX) after going concern

Rhea-AI Filing Summary

Safe & Green Holdings Corp. reported that its independent auditor, M&K CPAS, PLLC, resigned as the company’s auditor effective January 6, 2026, and the Board of Directors unanimously accepted the resignation on January 9, 2026. M&K had audited the company’s financial statements for the two years ended 2024 and, while its April 1, 2025 report contained no adverse or disclaimer of opinion, it did include a paragraph in each of the past two years expressing doubt about the company’s ability to continue as a going concern. The company states that during the fiscal years 2023 and 2024 and through January 6, 2026 there were no disagreements with M&K on accounting principles, financial statement disclosure, or audit scope, and no reportable events as defined in Regulation S-K. Safe & Green provided M&K with these disclosures, and M&K supplied a confirming letter, filed as Exhibit 16.1.

Insights

Equity & governance analyst

Auditor resignation with reiterated going concern language but no reported disputes.

Safe & Green Holdings Corp. discloses that its independent auditor, M&K CPAS, PLLC, resigned effective January 6, 2026, and the Board unanimously accepted this resignation on January 9, 2026. M&K had audited the company for the two years ended 2024 and previously issued opinions that were clean except for a going concern paragraph.

The filing notes that for 2023, 2024 and interim periods through the resignation there were no disagreements with M&K over accounting principles, financial statement disclosure, or audit scope, and no reportable events under Item 304(a)(1)(v) of Regulation S-K. That combination—going concern emphasis but no reported disputes—suggests the financial challenges were already publicly identified rather than arising from a new accounting conflict.

The company also reports that M&K received the disclosure and provided a letter, filed as Exhibit 16.1, confirming agreement with these statements. Subsequent disclosures in future filings would typically identify the successor auditor and any changes in audit approach, which will frame how the going concern assessment is handled in upcoming annual reports.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2026

SAFE & GREEN HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-38037		95-4463937
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

1207, Building C N FM 3083 Rd E

Conroe, TX 77304

(Address of Principal Executive Offices, Zip Code)

(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code: 646-240-4235

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01		SGBX		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant

Previous Independent Accountants

On January 6, 2026, our Board of Directors received formal notice that our independent auditors, M&K CPAS, PLLC (“M&K”), had made the decision to resign as our independent auditors effective January 6, 2026. On January 9, 2026, our Board of Directors voted to unanimously accept the resignation.

M&K audited the financial statements of the Company for two years ended 2024. The report of M&K on such financial statements, dated April 1, 2025, did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty other than as noted in the paragraph below, audit scope or accounting principles.

For each of the past two years M&K has included a paragraph in their audit opinion regarding our ability to continue as a going concern.

For the past two years and interim periods through the date of resignation, there have been no disagreements with the former accountants on any matter of accounting principles or practices, financial statement disclosure, or auditing scope of procedure, which disagreement, if not resolved to the satisfaction of M&K, would have caused them to make reference thereto in their report on the financial statements.

During the two most recent fiscal years and the interim period to the date of their resignation, there have been no reportable events, as that term is defined in Item 304(a)(1)(v) of Regulation S-B.

During the fiscal years ended 2023 and 2024, respectively, and the subsequent interim period through January 6, 2026, there were (i) no disagreements between the Company and M&K on any matter of accounting principles or practices, financial statement disclosure, which disagreements, if not resolved to the satisfaction of M&K, would have caused M&K to make reference to the subject matter of the disagreement in their reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company has provided M&K with a copy of the disclosure made in response to Item 4.01 and have requested that M&K provide a letter addressed to the Securities and Exchange Commission confirming their agreement with the disclosure contained herein. Pursuant to the Company’s request, M&K has provided the letter attached hereto in Exhibit 16.1.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
16.1		Letter to SEC from M&K CPAS, PLLC dated January 9, 2026
104		Cover Page Interactive Data File (embedded within the inline XBRL document)

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SAFE & GREEN HOLDINGS CORP.
Dated: January 9, 2026	By:	/s/ Michael McLaren
		Name:	Michael McLaren
		Title:	Chief Executive Officer

2

FAQ

What did Safe & Green Holdings Corp. (SGBX) announce in this 8-K?

The company reported that its independent auditor, M&K CPAS, PLLC, resigned as auditor effective January 6, 2026, and the Board unanimously accepted this resignation on January 9, 2026.

Why is M&K’s prior audit opinion on SGBX notable in this filing?

M&K’s report on Safe & Green’s financial statements for the two years ended 2024 did not contain an adverse or disclaimer of opinion, but for each of the past two years it included a going concern paragraph highlighting doubt about the company’s ability to continue as a going concern.

Did Safe & Green (SGBX) report any disagreements with M&K CPAS, PLLC?

No. The company states that during the fiscal years ended 2023 and 2024 and the interim period through January 6, 2026, there were no disagreements with M&K on accounting principles, financial statement disclosure, or audit scope, and no reportable events as defined in Regulation S-K.

What is the significance of the going concern language mentioned for SGBX?

For each of the past two years, M&K included a paragraph in its audit opinion expressing doubt about Safe & Green’s ability to continue as a going concern, signaling that the auditor saw financial conditions that could challenge the company’s future viability.

How did M&K respond to Safe & Green’s disclosure about the auditor change?

Safe & Green provided M&K with a copy of the auditor-change disclosure, and M&K issued a letter to the SEC confirming its agreement with the statements, which is attached as Exhibit 16.1.

Does this 8-K identify a new auditor for Safe & Green Holdings Corp. (SGBX)?

No. This report only covers the resignation of M&K CPAS, PLLC as the independent auditor and related disclosures, including the prior going concern language and the absence of reported disagreements.