0001023994
false
0001023994
2023-09-18
2023-09-18
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): September 18, 2023
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)
Registrant’s
telephone number, including area code: 646-240-4235
(Former name
or former address, if changed since last report.)
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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 19, 2023, Safe & Green Holdings Corp. (“SG Holdings” or the “Company”)
entered into an amendment to its employment agreement, dated January 1, 2017, as amended, with Paul Galvin (the “Amendment”),
to provide for the payment of an annual base salary of $750,000. All other terms of the employment agreement remain in full force and
effect.
The
foregoing description of the terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the
full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01. Other Events.
On September
19, 2023, the Company announced that it has set September 27, 2023, as the planned effective date
for the distribution of approximately 30% of the outstanding shares of Safe and Green Development Corporation (“SG DevCo”)
common stock to SG Holdings’ stockholders on a pro rata basis (the “Distribution”). Holders
of SG Holdings common stock will be entitled to receive 0.930886 shares of SG DevCo’s common stock for every five (5) shares
of SG Holdings common stock held on September 8, 2023, the record date for the Distribution. No fractional shares of SG DevCo common
stock will be issued in the Distribution, and stockholders will receive cash in lieu of fractional shares.
Additionally,
the Company reported that on September 18, 2023, SG DevCo’s registration statement on Form 10 (the “Form 10”) relating
to the Distribution was declared effective by the SEC. The Form 10 includes a preliminary information statement that describes the Distribution,
certain risks of owning SG DevCo common stock and provides important information regarding SG DevCo’s business and management. SG
DevCo will shortly commence mailing the final information statement to holders of SG Holdings common stock.
The
Distribution remains subject to the satisfaction or waiver of the conditions described in SG DevCo’s Form 10.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
The following
exhibits are furnished with this Current Report on Form 8-K:
Forward Looking Statements
Certain statements in this
document constitute “forward-looking statements” within the meaning of the federal securities laws. Words such as “may,”
“might,” “will,” “should,” “believe,” “expect,” “anticipate,”
“estimate,” “continue,” “predict,” “forecast,” “project,” “plan,”
“intend” or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements.
These forward-looking statements are based upon current estimates and assumptions and include statements regarding the anticipated Distribution
and the timing thereof. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed
on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking
statements are subject to various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ
materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors
that could cause actual results to differ materially from current expectations include but are not limited to those factors discussed
in SG DevCo’s Form 10 filed with the SEC. The Company does not undertake any obligation to update any forward-looking statements
contained herein on account of new information, future events, or otherwise, except as required by law.
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 19, 2023 |
By: |
/s/ Patricia Kaelin |
|
Name: |
Patricia Kaelin |
|
Title: |
Chief Financial Officer |
3
Exhibit 10.1
AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment, dated September
19, 2023 (the “Effective Date”) (this “Amendment”), to the Executive Employment Agreement,
dated January 1, 2017, as amended April 24, 2020 and July 5, 2022 (the “Agreement”), is entered into by and
between Safe & Green Holdings Corp. (the “Company”) and Paul Galvin (the “Executive”).
Capitalized terms used herein without definition shall have the meanings assigned in the Agreement.
WHEREAS, the parties
desire to amend the Agreement as set forth below.
NOW THEREFORE, in consideration
of the premises and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree to amend the Agreement as follows:
1. Section
3(a) of the Agreement is hereby deleted and replaced with the following:
“As compensation for all services
rendered by Executive to the Company or any of the Company’s subsidiaries or affiliates, the Company shall pay Executive an annual
base salary of $750,000 (“Base Salary”), to be paid in installments in accordance with the Company’s normal
payroll practices and subject to all required and/or authorized withholdings and deductions.”
2. All
other terms of the Agreement shall remain in full force and effect. The Agreement, as amended by this Amendment, constitutes the entire
agreement between the parties with respect to the subject matter thereof.
3. This
Amendment may be executed in one or more counterparts, each of which shall be deemed an original but both of which together shall constitute
one and the same instrument.
4. This
Amendment is made and shall be construed and performed under the laws of the remaining provisions will nevertheless continue to be valid
and enforceable in the State of New York without regard to its choice or conflict of law principles.
[Signature Page Follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.
Safe & Green Holdings Corp. |
|
|
|
By: |
/s/ Patricia Kaelin |
|
Name: |
Patricia Kaelin |
|
Title: |
Chief Financial Officer |
|
|
|
/s/ Paul Galvin |
|
Paul Galvin |
|
v3.23.3
Cover
|
Sep. 18, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 18, 2023
|
Entity File Number |
001-38037
|
Entity Registrant Name |
SAFE &
GREEN HOLDINGS CORP.
|
Entity Central Index Key |
0001023994
|
Entity Tax Identification Number |
95-4463937
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
990 Biscayne
Blvd
|
Entity Address, Address Line Two |
#501
|
Entity Address, Address Line Three |
Office
12
|
Entity Address, City or Town |
Miami
|
Entity Address, State or Province |
FL
|
Entity Address, Postal Zip Code |
33132
|
City Area Code |
646
|
Local Phone Number |
240-4235
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common Stock, par value $0.01
|
Trading Symbol |
SGBX
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 3 such as an Office Park
+ References
+ Details
Name: |
dei_EntityAddressAddressLine3 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Safe and Green (NASDAQ:SGBX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Safe and Green (NASDAQ:SGBX)
Historical Stock Chart
From Jul 2023 to Jul 2024