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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/29/23 Safe & Green Holdings Corp. 8-K:1,2,9 6/23/23 13:659K EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 35K 2: EX-10.1 Loan Agreement, Dated as of June 16, 2023, Between HTML 171K Registrant and Bcv S&G Devcorp 3: EX-10.2 Escrow Agreement, Dated as of June 21, 2023, Among HTML 81K Registrant, Bridgeline Capital Partners S.A, Acting on Behalf Bcv S&G Devcorp, and American Stock Transfer & Trust Company, LLC, as Escrow Agent 8: R1 Cover HTML 51K 11: XML IDEA XML File -- Filing Summary XML 13K 9: XML XBRL Instance -- ea181075-8k_safeandgreen_htm XML 18K 10: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.DEF XBRL Definitions -- sgbx-20230623_def XML 73K 6: EX-101.LAB XBRL Labels -- sgbx-20230623_lab XML 101K 7: EX-101.PRE XBRL Presentations -- sgbx-20230623_pre XML 70K 4: EX-101.SCH XBRL Schema -- sgbx-20230623 XSD 14K 12: JSON XBRL Instance as JSON Data -- MetaLinks 27± 38K 13: ZIP XBRL Zipped Folder -- 0001213900-23-052945-xbrl Zip 61K
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 June 23, 2023
(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 June 23 2023, Safe and Green Development Corporation (“SG DevCo”), a wholly owned subsidiary of Safe & Green Holdings Corp. (the “Company”), entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, of which it has raised $1,250,000 to date. The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on December 1, 2024. The loan may be repaid by SG DevCo at any anytime following the twelve-month anniversary of its issue date. The loan is secured by 1,999,999 shares of SG DevCo’s common stock (the “Pledged Shares”), which were pledged by the Company pursuant to an escrow agreement (the “Escrow Agreement”) with American Stock Transfer & Trust Company, LLC, SG DevCo’s transfer agent, and which represent 19.99% of SG DevCo’s outstanding shares. The fees associated with the issuance include $70,000 paid to BCV S&G for the creation of the BCV Loan Agreement and $27,500 payable to BCV S&G per annum for maintaining the BCV Loan Agreement. Additionally, $37,500 in broker fees has been paid to Bridgeline Capital Partners S.A. on the principal amount raised of $1,250,000 raised to date. The BCV Loan Agreement further provides that if SG DevCo’s shares of common stock are not listed on The Nasdaq Stock Market on before August 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by SG DevCo’s St. Mary’s industrial site, consisting of 29.66 acres and a proposed manufacturing facility in St. Mary’s, Georgia.
The foregoing descriptions of the BCV Loan Agreement and Escrow Agreement are qualified in their entirety by reference to the full text of the BCV Loan Agreement and Escrow Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein in their 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 | Loan Agreement, dated as of June 16, 2023, between Registrant and BCV S&G DevCorp. | |
10.2 | Escrow Agreement, dated as of June 21, 2023, among Registrant, Bridgeline Capital Partners S.A, acting on behalf BCV S&G DevCorp, and American Stock Transfer & Trust Company, LLC, as Escrow Agent | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
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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: June 29, 2023 | By: | /s/ Paul Galvin | |
Name: | Paul Galvin | ||
Title: | Chairman and Chief Executive Officer |
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This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/1/24 | None on these Dates | |||
8/30/23 | ||||
Filed on: | 6/29/23 | |||
For Period end: | 6/23/23 | |||
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 8/22/23 Safe & Green Holdings Corp. 424B5 1:227K EdgarAgents LLC/FA 8/17/23 Safe & Green Holdings Corp. 8-K:2,7,9 8/16/23 12:254K EdgarAgents LLC/FA 8/14/23 Safe & Green Holdings Corp. 10-Q 6/30/23 78:12M EdgarAgents LLC/FA 7/24/23 Safe & Green Holdings Corp. S-3 7/21/23 5:712K EdgarAgents LLC/FA |