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.
Olenox Industries Inc. filings document material events, governance actions, capital-structure changes and operating disclosures for the company formerly known as Safe & Green Holdings Corp. Recent 8-K filings cover amendments to the certificate of incorporation, a reverse stock split of common stock, material agreements and settlement activity involving a subsidiary convertible promissory note.
The company’s regulatory record also includes annual meeting results, director elections, auditor ratification, executive compensation votes, shareholder proposal outcomes, Nasdaq-listed common stock disclosures, and durable categories such as material agreements, governance matters, capital structure, and operating and financial results.
Safe & Green Holdings Corp. entered into a $2,000,000 settlement agreement with EDI International PC to resolve ongoing litigation in California. The case had already resulted in a jury verdict and a December 20, 2024 judgment in favor of the company, along with an award of $1,046,231 in attorneys’ fees and $111,006.62 in costs on May 28, 2025. Under the settlement, EDI will pay the company $2,000,000 no later than October 15, 2025, subject to exchange of executed documents and tax/payee information. After receiving full payment, the company will file an acknowledgement of full satisfaction of judgment, both sides will dismiss all appeals with prejudice, and each party will release all claims against the other except for obligations under the settlement.
Safe & Green Holdings Corp. approved and implemented a 1-for-64 reverse stock split of its common stock. Effective as of 12:01 a.m. Eastern Time on September 8, 2025, every 64 issued and outstanding shares were automatically reclassified into one share.
No fractional shares were issued. Instead, any stockholder otherwise entitled to a fractional share received their ownership rounded up to the nearest whole share. The change was effected through a Certificate of Amendment to the company’s Amended and Restated Certificate of Incorporation filed in Delaware on September 4, 2025.
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.
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.
Safe & Green Holdings Corp. (Nasdaq: SGBX) filed an 8-K disclosing that on 28 Jul 2025 it executed a non-binding Letter of Intent to buy 100% of Rock Springs Energy Group, LLC for an estimated $35 million. The deal would give SGBX ownership of Rock Springs’ mothballed, incomplete oil refinery in Rock Springs, Wyoming.
Principal LOI terms:
- Due-diligence window: 60 days; price may be adjusted based on findings and market conditions.
- Exclusivity: Seller agrees not to solicit other bids during the diligence period.
- Termination right: Either party may withdraw without liability if diligence is unsatisfactory.
- Timeline: Target to sign definitive agreements within 30 days after diligence, and close within 30 days thereafter.
A press release announcing the LOI was issued on 5 Aug 2025 (Exhibit 99.1). No financial statements or earnings metrics accompany this filing. The company includes forward-looking-statement disclaimers and refers investors to existing risk-factor disclosures.