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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/10/24 Safe & Green Holdings Corp. 8-K:1,2,9 1/05/24 12:451K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 30K 2: EX-10.1 Standard Merchant Cash Advance Agreement, Dated HTML 193K January 5, 2024, by and Among Sg Building Blocks, Inc., Sg Echo, LLC and Maison Advance LLC 7: R1 Cover HTML 49K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- ea191424-8k_safeandgreen_htm XML 15K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 4: EX-101.DEF XBRL Definitions -- sgbx-20240105_def XML 72K 5: EX-101.LAB XBRL Labels -- sgbx-20240105_lab XML 96K 6: EX-101.PRE XBRL Presentations -- sgbx-20240105_pre XML 64K 3: EX-101.SCH XBRL Schema -- sgbx-20240105 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 35K 12: ZIP XBRL Zipped Folder -- 0001213900-24-002461-xbrl Zip 55K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): i January 5, 2024
(Exact Name of Registrant as Specified in its Charter)
i Delaware | i 001-38037 | i 95-4463937 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices, Zip Code)
(Former name or former address, if changed since last report.)
Registrant’s telephone number, including area code: i 646- i 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:
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
i Common Stock, par value $0.01 | i SGBX | The i 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).
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 1.01. Entry into a Material Definitive Agreement.
On January 5, 2024, SG Building Blocks, Inc. (“SG Building Blocks”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), and the Company’s wholly owned subsidiary, SG Echo, LLC (“SG Echo”, and together with SG Building Blocks, the “Merchants”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Maison Capital Group (“Maison”) pursuant to which the Merchants sold to Maison $300,000 of their future receivables for a purchase price of $200,000, less underwriting fees and expenses paid, for net funds provided of $190,000.
Pursuant to the Cash Advance Agreement, Maison is expected to withdraw $12,500 a week directly from the Merchants’ bank account until the $300,000 due to Maison under the Cash Advance Agreement is paid. In the event of a default (as defined in the Cash Advance Agreement), Maison, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement. The Merchants’ obligations under the Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them. In addition, SG Building Blocks’ obligations under the Cash Advance Agreement have been guaranteed by SG Echo, and SG Echo’s obligations under the Cash Advance Agreement have been guaranteed by SG Building Blocks. The amounts outstanding under the Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.
The foregoing description of the Cash Advance Agreement is qualified in its entirety by reference to the full text of the Cash Advance Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein in its entirety by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K:
Exhibit Number |
Exhibit Description | |
10.1 | Standard Merchant Cash Advance Agreement, dated January 5, 2024, by and among SG Building Blocks, Inc., SG Echo, LLC and Maison Advance LLC | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are 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: January 10, 2024 | By: | /s/ Patricia Kaelin | |
Name: | Patricia Kaelin | ||
Title: | Chief Financial Officer |
2
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 1/10/24 | None on these Dates | ||
For Period end: | 1/5/24 | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/10/24 Safe & Green Holdings Corp. 10-K/A 12/31/23 107:17M EdgarAgents LLC/FA 5/07/24 Safe & Green Holdings Corp. 10-K 12/31/23 109:17M EdgarAgents LLC/FA 2/12/24 Safe & Green Holdings Corp. S-1/A 113:13M EdgarAgents LLC/FA 2/12/24 Safe & Green Holdings Corp. S-1/A 114:14M EdgarAgents LLC/FA 2/06/24 Safe & Green Holdings Corp. S-1/A 120:14M EdgarAgents LLC/FA 2/01/24 Safe & Green Holdings Corp. S-1 116:13M EdgarAgents LLC/FA 1/26/24 Safe & Green Holdings Corp. S-1 113:14M EdgarAgents LLC/FA |