Safe & Green (NASDAQ: SGBX) clears reverse split and Series B conversion share approvals

Rhea-AI Filing Summary

Safe & Green Holdings Corp. held a special stockholder meeting where all three proposals were approved. Stockholders authorized the board to implement a reverse stock split of the common stock at a ratio between 1-for-10 and up to 1-for-100, to be effected within one year at the board’s discretion. They also approved, for Nasdaq rule 5635(d) purposes, issuing conversion shares tied to the company’s Series B Preferred Stock, including amounts exceeding 19.99% of the common stock outstanding on July 17, 2025. A proposal to adjourn the meeting was approved but ultimately not needed because the first two proposals received sufficient support.

Positive

• None.

Negative

• Approval of broad reverse stock split authority: Stockholders authorized the board to implement a reverse stock split between 1-for-10 and 1-for-100 within one year, which can significantly alter share count and perceived liquidity.
• Authorization of substantial conversion share issuance: Stockholders approved issuing Series B Preferred Stock conversion shares above 19.99% of the common stock outstanding on July 17, 2025, enabling a potentially large increase in common shares.

Insights

Equity capital structure analyst

Shareholders approved a wide reverse split range and a sizable preferred conversion authorization.

Stockholders authorized the board to execute a reverse stock split between 1-for-10 and 1-for-100 within one year. Such flexibility allows the board to choose a ratio later, often in response to listing requirements or share price levels, though no specific rationale is detailed here.

They also approved issuing conversion shares under the Series B Preferred Stock, explicitly permitting issuance above 19.99% of the common stock outstanding on July 17, 2025 for Nasdaq rule 5635(d) purposes. This establishes stockholder consent for a potentially significant increase in common shares if conversions occur.

The combination of a broad reverse split authorization and approval for conversion shares above the 19.99% threshold may materially affect future share count and trading dynamics, depending on how and when the board implements the split and how Series B conversions unfold.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Accepted by SEC EDGAR 08/26/2025 - 04:00 PM Learn about SEC filing dates

false 0001023994 0001023994 2025-08-25 2025-08-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 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): August 25, 2025

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)

 990 Biscayne Blvd.

#501, Office 12

Miami, FL 33132

(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 5.07 Submission of Matters to a Vote of Security Holders.

On August 25, 2025, at a special meeting of stockholders (the “Special Meeting”) of Safe & Green Holdings Corp., a Delaware corporation (the “Company”), the stockholders of the Company voted on the following three (3) proposals and votes were cast as described below. These matters are described in detail in the Definitive Proxy Statement.

The final results for Proposals 1 – 3 as set forth in the Definitive Proxy Statement are as follows:

Proposal No. 1

The stockholders approved to grant discretionary authority to the Company’s board of directors to (i) amend the Company’s articles of incorporation to combine outstanding shares of the Company’s Common Stock into a lesser number of outstanding shares, or a “reverse stock split,” at a ratio within a range of one-for-ten (1-for-10) to a maximum of a one-for-one-hundred (1-for-100), with the exact ratio to be determined by the board of directors in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date of the proposal is approved by stockholders, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
4,115,971		74,101		1,245		n/a

Proposal No. 2

The stockholders approved, for purposes of complying with Nasdaq listing rule 5635(d), the issuance of the Conversion Shares pursuant to the Series B Preferred Stock, including the issuance of all of the Conversion Shares in excess of 19.99% of the issued and outstanding Common Stock on July 17, 2025, as disclosed in the Definitive Proxy Statement. The results of the voting for this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
4,107,320		82,643		1,354		n/a

Proposal No. 3

The stockholders approved the adjournment of the Special Meeting, based on the votes set forth below; however, an adjournment was not needed as Proposals 1 and 2 received sufficient number of votes for approval. The results of this proposal were as follows:

For		Against		Abstain		Broker Non-Votes
4,114,648		49,922		26,747		n/a

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
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: August 26, 2025	By:	/s/ Michael McLaren
		Name:	Michael McLaren
		Title:	Chief Financial Officer

2

FAQ

What did Safe & Green Holdings Corp. (SGBX) stockholders approve at the special meeting?

Stockholders approved three proposals: broad authority for a reverse stock split, Nasdaq rule 5635(d) approval for issuing Series B Preferred conversion shares above 19.99%, and the ability to adjourn the meeting, although an adjournment ultimately was not needed.

What reverse stock split range did SGBX shareholders authorize?

Shareholders authorized the board to implement a reverse stock split of Safe & Green Holdings’ common stock at any ratio between 1-for-10 and 1-for-100, to be effected within one year at the board’s sole discretion if it chooses to proceed.

Why was Nasdaq listing rule 5635(d) mentioned in the SGBX vote?

Nasdaq rule 5635(d) requires stockholder approval for certain share issuances. SGBX shareholders approved issuing Series B Preferred conversion shares, including amounts exceeding 19.99% of the common stock outstanding on July 17, 2025, satisfying that Nasdaq shareholder approval requirement.

How did SGBX shareholders vote on the reverse stock split proposal?

For the reverse stock split authority, 4,115,971 shares voted in favor, 74,101 against, and 1,245 abstained. This strong approval allows the board to choose a specific split ratio within the 1-for-10 to 1-for-100 range within one year.

What are the Series B Preferred conversion shares approved by SGBX holders?

Conversion shares are common shares issuable upon converting the Series B Preferred Stock. Stockholders approved issuing these conversion shares, including amounts above 19.99% of the common stock outstanding on July 17, 2025, in line with Nasdaq rule 5635(d) requirements.

Was the proposal to adjourn the SGBX special meeting actually used?

No. Although shareholders approved the adjournment proposal, it was not used. Proposals authorizing the reverse stock split and the Series B Preferred conversion share issuance received enough votes, so the meeting did not need to be adjourned and reconvened.