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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):
September 4, 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 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On September 4, 2025, Safe & Green Holdings
Corp., a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of
Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”). The Amendment became effective as of
12:01 a.m. Eastern Time on September 8, 2025.
Pursuant to the Amendment, the Company effected
a one-for-sixty-four (1-for-64) reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common
stock, par value $0.01 per share. At the effective time of the Reverse Stock Split, every 64 shares of the Company’s issued and
outstanding common stock were automatically reclassified into one share of common stock. No fractional shares were issued in connection
with the Reverse Stock Split. Instead, stockholders who would otherwise be entitled to receive a fractional share received the number
of shares of common stock rounded up to the nearest whole share.
The foregoing description of the Amendment is
qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Safe & Green Holdings Corp., filed with the Secretary of State of the State of Delaware on September 4, 2025. |
| 104 |
|
Cover Page Interactive Data File (embedded within the inline XBRL document) |
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: September 10, 2025 |
By: |
/s/ Michael McLaren |
| |
|
Name: |
Michael McLaren |
| |
|
Title: |
Chief Executive Officer |
2
