M&A - SAFE & GREEN HOLDINGS CORP.

Form Type: 8-K

Filing Date: 2025-06-02

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025049692

Filing Summary: On May 27, 2025, Safe & Green Holdings Corp. entered into a non-binding Letter of Intent with Giant Group America, Inc. to acquire 100% of the issued and outstanding securities of Giant Containers Inc. for a total purchase price of $3.5 million. The payment structure includes $1.75 million in certified funds at closing, and the remaining $1.75 million via a promissory note with a 5% interest rate, payable over 24 months. The agreement stipulates that Daniel Kroft will be hired as the Company's Vice President of Business Development upon closing. The Company aims to finalize definitive agreements within 15 days, with a potential closing date by June 15, 2025. The press release regarding this transaction was issued on June 2, 2025, highlighting the ongoing corporate developments.

Form Type: 8-K

Filing Date: 2025-05-29

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025048548

Filing Summary: On May 28, 2025, Safe & Green Holdings Corp. entered into an asset purchase agreement with Sherman Oil Company LLC and its affiliates to acquire approximately 1,600 acres of oil leases in Wichita and Wilbarger Counties, Texas for a total purchase price of $1,000,000. The payment structure includes four installments of $250,000, due on the closing date and at 90, 180, and 240 days post-closing, with no interest. The agreement also contains customary representations and conditions that must be satisfied for completion of the acquisition. Additionally, on May 29, 2025, the company issued a press release announcing the asset purchase agreement. This information is subject to forward-looking statements and does not guarantee future performance.

Form Type: NT 10-Q

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000121390025044496

Filing Summary: Safe & Green Holdings Corp. is unable to file its Form 10-Q for the quarter ended March 31, 2025, within the prescribed time period due to a merger that occurred in Q1. The consolidation of all entities took longer than expected because some of the entities were unaudited. The company anticipates filing the Form 10-Q by May 20, 2025. The notification includes details about the registrant, the reason for the late filing, and a contact person for inquiries regarding this notification.

Form Type: S-1

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000121390025037635

Filing Summary: On April 30, 2025, Safe & Green Holdings Corp. filed a Form S-1 Registration Statement to register shares for resale from the Selling Stockholder. This follows a private placement completed on April 14, 2025, generating approximately $8 million in gross proceeds. The document outlines the registration of 989,795,760 shares of common stock, which include shares from Common and Pre-Funded Warrants. The company also executed a Promissory Note in favor of Generating Alpha Ltd. on April 11, 2025, with a principal amount of $267,000. Significant events include a planned merger with New Asia Holdings, Inc. on February 2, 2025, which will involve issuing 4 million Series A non-voting convertible preferred shares as merger consideration. The preferred shares convert into common stock at a 1 to 15 ratio and require majority common shareholder approval for conversion. The registration will allow the Selling Stockholder to sell the securities once the statement is effective, and the company will not receive proceeds from the sales. Risk factors and conditions related to the offerings are also highlighted in the document.

Form Type: 8-K

Filing Date: 2025-04-09

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025030095

Filing Summary: On April 8, 2025, Safe & Green Holdings Corp. entered into an asset purchase agreement with County Line Industrial LLC to acquire all assets and operations for $1,000,000. The acquisition includes County Line's customers and business pipeline, and the hiring of its existing employees, including Carter Fields. Payments will be made in installments totaling $1,000,000 without interest, and an additional current payable of $76,000 is due by May 1, 2025. The agreement includes customary representations and warranties, stating that County Line will deliver all assets free of liabilities and ensure they are in good condition. Restrictive covenants include non-competition and non-solicitation for two years. Forward-looking statements about the business and acquisition's impact are also included, emphasizing the caution needed regarding future performance predictions.

Form Type: 8-K

Filing Date: 2025-02-28

Corporate Action: Merger

Type: Update

Accession Number: 000121390025018329

Filing Summary: On February 26, 2025, Safe & Green Holdings Corp. received a listing decision from Nasdaq affirming its compliance with the minimum equity standard for continued listing. To regain compliance, the Company proposed a merger with Olenox Corp., which is expected to enhance stockholders’ equity by approximately $60 million. The Panel has closed the previously disclosed listing matter, allowing the Company’s securities to remain on Nasdaq. The Company plans to file a listing application for the combined entity and noted that the preferred stock conversion is contingent upon shareholder approval, which will lead to a change of control.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000121390025015448

Filing Summary: On February 2, 2025, Safe & Green Holdings Corp. entered into an Agreement and Plan of Merger with New Asia Holdings, Inc., whereby New Asia Holdings will be merged into a newly formed subsidiary of Safe & Green Holdings. Following the merger, New Asia Holdings and its operating subsidiaries will become wholly owned subsidiaries of Safe & Green Holdings. As part of the merger consideration, Safe & Green Holdings will issue 4,000,000 shares of Series A non-voting convertible preferred shares to New Asia Holdings' shareholders, which can be converted into common stock of Safe & Green Holdings, subject to approval by its common stockholders. On February 13, 2025, it was confirmed that all closing conditions of the Merger Agreement had been satisfied, and the transactions related to the merger were fully completed and closed.

Form Type: S-1

Filing Date: 2025-02-07

Corporate Action: Merger

Type: New

Accession Number: 000121390025011307

Filing Summary: On February 2, 2025, Safe & Green Holdings Corp. entered into a Merger Agreement with New Asia Holdings, Inc. (NAHD), wherein NAHD will be merged into a subsidiary of Safe & Green. As part of the merger consideration, Safe & Green will issue 4,000,000 Series A non-voting convertible preferred shares to NAHD shareholders, with each preferred share convertible into 15 shares of common stock, pending approval by a majority of common shareholders. The Merger Agreement includes customary conditions, representations, warranties, and covenants. Completion of the merger is contingent upon satisfying these conditions, and while it is expected to finalize as soon as possible, there are no assurances all conditions will be met. The merger aims to enhance stockholders' equity by approximately $60 million, helping Safe & Green comply with Nasdaq's continued listing requirements concerning stockholders' equity. The common stock of the company trades under the symbol "SGBX" on the Nasdaq Capital Market. Prior to this merger, Safe & Green had undergone a reverse stock split and addressed listing compliance issues with Nasdaq regarding stockholders' equity.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025009104

Filing Summary: On February 2, 2025, Safe & Green Holdings Corp. entered into a Merger Agreement with New Asia Holdings, Inc. (NAHD) whereby NAHD will merge into a newly formed subsidiary of Safe & Green. Following the merger, NAHD's operating subsidiaries will become indirect, wholly owned subsidiaries of Safe & Green. As part of the merger consideration, Safe & Green will issue 4,000,000 Series A non-voting convertible preferred shares to NAHD shareholders, convertible to common stock at a 1:15 ratio, subject to approval by a majority of Safe & Green's common shareholders. The Merger Agreement includes customary terms and conditions, and while approvals from NAHD shareholders are secured, there are no guarantees all conditions for merger completion will be met. The merger aims to provide growth opportunities, create potential synergies in manufacturing, rectify stockholder equity deficiencies, improve credit metrics, and enhance access to capital. Projections for the next five fiscal quarters have been provided, but these do not constitute guarantees of future performance.

Form Type: 8-K

Filing Date: 2025-02-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025009469

Filing Summary: On February 3, 2025, Safe & Green Holdings Corp. disclosed that it has entered into an Agreement and Plan of Merger with New Asia Holdings Inc. (NAHD). This agreement involves the merger of NAHD into a subsidiary of Safe & Green Holdings Corp. Following the merger, NAHD and its subsidiaries, Olenox Corp. and Machfu Inc., will become indirect, wholly owned subsidiaries of Safe & Green Holdings Corp. The transaction is expected to enhance stockholders' equity by approximately $60 million, increasing the company's stockholders' equity to at least $2.5 million, which meets the requirements set by Nasdaq Listing Rule 5550(b)(1). The company is currently awaiting Nasdaq's confirmation of compliance with this rule.

Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025003259

Filing Summary: On January 8, 2025, Safe & Green Holdings Corp. entered into a binding Letter of Intent with New Asia Holdings, Inc. and Olenox Corp. to acquire all of the issued and outstanding securities of NAHD in exchange for shares of Company stock. The transaction values the shares of Company stock at $1.00 per share and the shares of NAHD at $0.20 per share. The Letter of Intent stipulates that both parties will use good faith efforts to finalize definitive agreements by January 15, 2025, with closing dependent on due diligence, necessary approvals, and customary closing conditions. Notably, the Company has a material relationship with the Seller, as Michael McLaren serves key roles in both entities. A press release was issued on January 14, 2025, to announce this development.