Current Report Filing (8-k)
May 22 2023 - 8:47AM
Edgar (US Regulatory)
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2023-05-16
2023-05-16
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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): May
16, 2023
SAFE & GREEN HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-38037 |
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95-4463937 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
990 Biscayne Blvd.
#501, Office 12
Miami, FL 33132
(Address of Principal Executive Offices, Zip Code)
(Former name or former address, if changed since
last report.)
Registrant’s telephone number, including
area code: 646-240-4235
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:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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) |
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Name of Each Exchange on Which Registered |
Common Stock, par value $0.01 |
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SGBX |
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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 1.01. Entry into a Material Definitive
Agreement.
On May 16, 2023, SG Building Blocks, Inc. (“SG
Building Blocks”), a wholly owned subsidiary of Safe & Green Holdings Corp.(the “Company”), entered into a Cash
Advance Agreement (“Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building Blocks
sold to Cedar $710,500 of its future receivables for a purchase price of $500,000, less underwriting fees and expenses paid, for net funds
provided of $475,000.
Pursuant to the Cash Advance Agreement, Cedar
is expected to withdraw $25,375 a week directly from SG Building Blocks’ bank account until the $710,500 due to Cedar under the
Cash Advance Agreement is paid. In the event of a default (as defined in the Cash Advance Agreement), Cedar, among other remedies, can
demand payment in full of all amounts remaining due under the Cash Advance Agreement. SG Building Blocks’ obligations under the
Cash Advance Agreement have been guaranteed by the Company’s wholly owned subsidiary, SG Echo, LLC.
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.
The following
exhibits are furnished with this Current Report on Form 8-K:
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.
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SAFE & GREEN HOLDINGS CORP. |
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Dated: May 22, 2023 |
By: |
/s/ Paul Galvin |
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Name: |
Paul Galvin |
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Title: |
Chairman and Chief Executive Officer |
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