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MIAMI - Safe & Green Holdings Corp. (NASDAQ:SGBX) announced Wednesday it has restructured its private placement agreement with D. Boral Capital, originally announced on April 14, 2025, to address concerns raised by the NASDAQ Hearings Panel.
The restructured deal eliminates both the Series A and Series B Common Stock Warrants, reducing potential shareholder dilution by approximately 70%. The Series A Warrants, which were originally exercisable at $0.784 per share for five years, and the Series B Warrants, originally exercisable at $0.98 per share for 30 months, have been cancelled. This restructuring comes as InvestingPro analysis shows the company operating with a significant debt burden and rapidly burning through cash reserves.
In place of the warrants, the restructured agreement includes an exchange for an aggregate of 60,000 shares of Series B Preferred Stock, while maintaining the Common Stock or Pre-Funded Warrants from the original $8.0 million private placement announced in April.
"We acted decisively to restructure the financing in a way that better aligns with shareholder interests and ensures full compliance with NASDAQ’s listing standards," said Mike Mclaren, Chairman and CEO of Safe & Green Holdings.
The company stated the restructuring was necessary to conform with requirements from the NASDAQ Hearings Panel, which had expressed public interest concerns related to the original transaction structure.
Safe & Green Holdings, which develops modular structures, indicated it will continue to evaluate strategic opportunities while focusing on responsible governance and disciplined capital management, according to the press release statement.
In other recent news, Safe & Green Holdings Corp. has announced plans to acquire Giant Containers Inc., which is known for its modular, container-based infrastructure solutions. This acquisition, still pending finalization, includes active projects valued at $6.8 million and will see Giant’s CEO, Daniel Kroft, join Safe & Green as Vice President of Business Development. Additionally, Safe & Green Holdings has expanded its oil assets by acquiring 1,600 acres of oil wells and leases from Sherman Oil Company, LLC, adding 111 wells to its portfolio. The company plans to increase production from the current 45 barrels per day to over 75 barrels per day using its proprietary Olenox technology.
In legal developments, Safe & Green Holdings was awarded approximately $1.157 million to cover legal fees related to its lawsuit against EDI International, in addition to a previous jury verdict awarding $1.274 million in damages. The company also secured a new contract with Three Pines Leasing to provide modular units anticipated for use by a U.S. government agency. Furthermore, Safe & Green Holdings received conditional approval from the Nasdaq Hearings Panel to maintain its listing on the Nasdaq Capital Market, contingent upon meeting specific requirements by August 28, 2025. These recent developments highlight Safe & Green Holdings’ ongoing efforts to expand its operations and maintain its market presence.
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