S-1: Safe & Green Holdings S-1: Preferred Stock Resale Registration

Safe & Green Holdings Corp. filed an S-1 registration statement for the resale of up to 8,714,285 shares of common stock underlying Series C Convertible Preferred Stock by a selling stockholder.

Summary

• The S-1 registration statement covers the resale of up to 8,714,285 shares of Common Stock underlying Series C Convertible Preferred Stock and up to 50,000 shares of Series C Preferred Stock by a selling stockholder.
• The company will not receive any proceeds from the sale of these registrable securities by the selling stockholder.
• A private placement on November 25, 2025, involved an institutional investor purchasing 4,500 shares of Series C Preferred Stock for an initial purchase price of $4,050,000 ($3,150,000 at initial closing, $900,000 upon S-1 effectiveness).
• The company may require the investor to purchase up to an additional 45,500 shares of Series C Preferred Stock.
• Series C Preferred Stock is convertible into Common Stock at an initial price of $3.19 per share, with a floor of $0.638, and a temporary floor of $1.00 for four months post-November 28, 2025, if no Triggering Event occurs.
• The stated value of each Series C Preferred Stock share is $1,000, with a conversion amount of 110% of the stated value plus any additional amount.
• The company recently acquired Giant Group America Inc. for $3,500,000 ($1,000,000 cash, 215,000 common shares, $1,750,000 promissory note), adding $5,000,000 in existing contracts and $22,500,000 in projects under review.
• Olenox Corp., a wholly-owned subsidiary, secured a $2,000,000 revolving line of credit from Prosperity Bank on June 3, 2025, at 5% interest, secured by a $2,000,000 Certificate of Deposit, with net proceeds of $1,984,998.
• An Equity Line of Credit (ELOC) agreement with Generating Alpha Ltd. on May 29, 2025, provides for up to $100 million in newly issued common stock, with the purchase price at 90% of the lowest traded price during the seven trading days prior to closing.
• The company acquired 1,600 acres of held-by-production oil leases from Sherman Oil Company LLC for $1,000,000, payable in four $250,000 cash installments.
• An April 11, 2025, Promissory Note for $267,000 principal was issued to Generating Alpha Ltd. for $213,600 (original issue discount of $53,400), bearing 15% interest (18% upon default), with monthly payments of $30,705 until April 2026.
• An April 14, 2025, private placement of approximately $8 million of common stock and investor warrants was renegotiated, with Series A and B Warrants exchanged for 60,000 shares of Series B Preferred Stock in July 2025.
• The company acquired County Line Industrial LLC's assets and operating business for $1,000,000 in cash payments, plus a $76,000 payable.
• An Agreement and Plan of Merger with New Asia Holdings, Inc. (NAHD) on February 2, 2025, involves issuing 4,000,000 Series A non-voting convertible preferred shares, expected to positively impact stockholders' equity by approximately $35 million.
• The company regained full compliance with all Nasdaq listing requirements by October 3, 2025, following multiple non-compliance issues in 2024-2025, including a 1:64 reverse stock split effected on September 8, 2025.
• The deconsolidation of SG DevCorp in 2024, due to ownership falling below 50%, is noted as a strategic shift with a major effect on operations and financial results.
• Common Stock outstanding as of December 19, 2025, was 6,181,761 shares, with 14,896,046 shares expected to be outstanding after full conversion of the Series C Preferred Stock.

Sentiment

Score: 6

Explanation: The company has demonstrated proactive management by addressing critical Nasdaq listing deficiencies and securing various funding sources. Strategic acquisitions indicate a clear growth strategy and diversification. However, the company's history of net losses, lack of revenue from newer segments, and the inherent dilution risk from preferred stock conversions and future equity raises present considerable uncertainties. The overall picture is one of a company actively working to improve its position but still navigating considerable challenges.

Positives

• Successfully acquired Giant Group America Inc. for $3,500,000, which includes $5,000,000 in existing contracts and approximately $22,500,000 in projects under review, significantly expanding the modular construction business.
• Secured a $2,000,000 revolving line of credit from Prosperity Bank, enhancing liquidity and operational flexibility.
• Established an Equity Line of Credit (ELOC) agreement for up to $100 million, providing a substantial potential funding source for future growth and operations.
• Diversified business operations through the acquisition of 1,600 acres of oil leases from Sherman Oil Company LLC for $1,000,000.
• Expanded business and customer base with the acquisition of County Line Industrial LLC's assets and operating business for $1,000,000.
• The NAHD Merger is expected to positively impact stockholders' equity by approximately $35 million, helping to meet Nasdaq listing requirements.
• Regained full compliance with all Nasdaq listing requirements by October 3, 2025, including the minimum bid price rule and stockholders' equity requirement, ensuring continued listing on the Nasdaq Capital Market.
• Restructured the April 2025 offering by exchanging Series A and B Warrants for 60,000 shares of Series B Preferred Stock, mitigating dilution concerns and satisfying Nasdaq requirements.

Negatives

• The company will not receive any proceeds from the current S-1 resale offering by the selling stockholder.
• The April 2025 Promissory Note involved an original issue discount of $53,400 and carries a high interest rate of 15% (18% upon default), indicating costly financing.
• The company has incurred net losses in prior periods and there is no assurance that it will generate income in the future.
• No revenue has been generated to date from the SG Environmental or SG Medical segments, despite their formation in 2022 and 2023, respectively.
• The deconsolidation of SG DevCorp in 2024, due to ownership falling below 50%, is expected to have a major effect on operations and financial results.
• A history of Nasdaq non-compliance issues (bid price, periodic reports, stockholders' equity) indicates past financial and operational challenges.
• The ELOC purchase price is 90% of the lowest traded price during the seven trading days prior to closing, which could lead to significant dilution if the stock price declines.
• The Series C Preferred Stock conversion price has a floor of $0.638 per share, significantly lower than the initial conversion price of $3.19, indicating potential for substantial dilution.
• The company expects to require additional capital until operations generate sufficient revenue to cover expenses, highlighting ongoing funding needs.
• As a 'smaller reporting company,' the company provides reduced disclosure requirements, which may make it harder for investors to analyze its results of operations and financial prospects.

Risks

• Investment in the company's securities involves a high degree of risk and could result in a loss of the entire investment.
• Investors who purchase shares at different times will likely pay different prices and may experience different levels of dilution and investment outcomes.
• The issuance of Common Stock to the Selling Stockholder upon conversion of the Series C Preferred Stock may cause substantial dilution to existing stockholders.
• Future sales of shares acquired by the Selling Stockholder could cause the price of Common Stock to decline.
• The need for future financing may result in the issuance of additional securities, which will cause investors to experience further dilution.
• The company has additional authorized securities (75,000,000 Common Stock and 5,405,010 preferred stock) available for issuance, which, if issued, could adversely affect the rights of common stockholders.
• Future sales of Common Stock could cause the market price for Common Stock to decline.
• The company does not anticipate declaring cash dividends on its Common Stock in the foreseeable future, requiring stockholders to rely on appreciation of the stock's value for any return.
• The company could experience a shortfall in cash over the next twelve months.
• The independent registered public accounting firm has expressed doubt about the company's ability to continue as a going concern.
• The company has incurred net losses in prior periods and there can be no assurance of generating income in the future.
• To date, the company has not generated revenue from SG Medical Co or SG Environmental Services.
• The company will need to raise additional capital to fund its existing operations.
• There is a risk of not having an adequate number of shares of common stock authorized to complete future equity transactions.
• The company's ability to meet its workforce needs is crucial to its results of operations and future sales and profitability.
• The company has a fixed cost base that will affect its profitability if sales decrease.
• A material disruption of suppliers or SG Echo's facilities could prevent the company from meeting customer demand.
• A natural disaster, the effects of climate change, or other disruptions at the SG Echo facility could adversely affect the company.
• The requirements of being a public company may strain resources and divert management's attention.
• The company is dependent on the services of key personnel, a few customers, and vendors.
• The company currently is, and may in the future be, subject to legal proceedings or investigations.
• The loss of customers or vendors could have a material adverse effect on the company.
• Changes in general economic conditions and geopolitical and other conditions (e.g., ongoing wars) may adversely impact the business.
• Limited availability or increases in costs of transportation could adversely affect the business and operations.
• Expansion of operations may strain resources.
• Clients may adjust, cancel, or suspend contracts in the backlog.
• Liability for estimated warranties may be inadequate.
• The company can be adversely affected by failures of persons who act on its behalf to comply with applicable regulations.
• The cyclical and seasonal nature of the construction industry causes revenues and operating results to fluctuate.
• The business depends on the construction industry and general business, financial market, and economic conditions.
• The business relies on private investment, and a slower than expected economy may adversely affect results.
• A material disruption at one of the company's suppliers' facilities could negatively affect overall financial results.
• The company is subject to risks regarding environmental, health, and safety laws and regulations.
• The business may be subject to economic and political risks of vendors obtaining supplies from foreign countries.
• Operating results will be subject to fluctuations and are inherently unpredictable.
• The company is subject to cybersecurity risks.
• The company could suffer adverse tax and other financial consequences if unable to utilize its net operating loss carryforwards.
• Failure to meet the continued listing requirements of Nasdaq could result in a delisting, negatively affecting stock price and ability to raise capital.
• The company's stock price has been volatile and thinly traded.
• Certain provisions of Delaware law and the company's Certificate of Incorporation and Bylaws could discourage, delay, or prevent a merger or acquisition at a premium price.
• Reduced disclosure requirements as a smaller reporting company may make the common stock less attractive to investors.

Future Outlook

The company expects to require additional capital until its operations generate sufficient revenue to cover expenses. It plans to continue its strategic shift towards modular construction, medical, real estate development, and environmental segments. The NAHD merger is expected to positively impact stockholders' equity. The company will control the timing and amount of sales under the $100 million ELOC, depending on market conditions and funding needs.

Management Comments

• Michael McLaren, CEO: 'Mr. McLaren brings more than 30 years of leadership experience in the energy industry, including senior roles spanning military and energy projects, field services, and mergers and acquisitions.'
• Jim Pendergast, COO: 'Mr. Pendergast brings more than 25 years of leadership experience in corporate operations across the energy, construction, manufacturing, and agricultural sectors.'
• Patricia Kaelin, CFO: 'Ms. Kaelin brings over 30 years of financial leadership experience in public company management, mergers and acquisitions, and corporate finance.'

Industry Context

The company operates in diverse segments including modular construction, medical facilities, real estate development, and environmental solutions. Its modular technology is adaptable for residential, commercial, and healthcare uses. The acquisition of Echo DCL, LLC in 2020 allowed for greater control over manufacturing and expanded product offerings beyond cargo shipping containers to traditional construction materials. The recent acquisition of Giant Containers Inc. further strengthens its position in innovative modular shipping container buildings. The entry into environmental and medical segments with patented technology and modular health facilities indicates a response to evolving market needs and sustainability trends. The company's reliance on private investment and the cyclical nature of the construction industry are key external factors.

Management Changes

Corporate Governance

Related Party Transactions

• Chief Executive Officer, Michael McLaren, is a majority shareholder of NAHD through Olenox Corp. Olenox Corp. will become an indirect subsidiary of the Company after consummation of the Merger with NAHD, making Michael McLaren an interested party in the NAHD Merger.
• Generating Alpha Ltd. is the lender for the April 11, 2025, Promissory Note and the purchaser in the May 29, 2025, Equity Line of Credit (ELOC) agreement.

Stakeholder Impact

• Shareholders: Face potential significant dilution from the conversion of Series C Preferred Stock, future ELOC sales, and other equity issuances. The continued listing on Nasdaq is positive for liquidity, but no cash dividends are expected in the foreseeable future. Common stock is junior in rank to Series C Preferred Stock regarding dividends, distributions, and liquidation payments.
• Employees: The company plans to hire Daniel Kroft as VP of Business Development and has acquired existing employees from County Line Industrial LLC. Management compensation details are provided.
• Customers: The acquisition of Giant Containers Inc. and County Line Industrial LLC includes their existing customers and business pipelines, potentially expanding the company's customer base.
• Creditors: The company has secured a $2,000,000 line of credit and issued promissory notes, indicating ongoing debt obligations. The Series C Preferred Stock has preferences over common stock in liquidation.

Next Steps

• The company will file a further amendment to the registration statement to declare its effectiveness.
• The Selling Stockholder may sell its shares underlying the Series C Preferred Stock from time to time after the effective date of the registration statement.
• The company may require the Investor to participate in additional closings for the sale of up to 45,500 Additional Preferred Shares.
• Daniel Kroft will start as VP of Business Development on January 1, 2026.
• Quarterly installment payments for the Giant acquisition promissory note will commence on April 15, 2026, and end on April 15, 2028.
• Monthly payments on the April 2025 Promissory Note will continue until April 6, 2026.
• The company will control the timing and amount of any sales of ELOC Shares to the ELOC Purchaser.
• The NAHD Merger is expected to be completed as soon as practicable following the satisfaction or waiver of conditions.

Key Dates

Recommendation

The company has demonstrated proactive management by addressing critical Nasdaq listing deficiencies and securing various funding sources, including a significant potential equity line of credit and a revolving credit facility. Strategic acquisitions like Giant Containers and Sherman Oil assets indicate a clear growth strategy and diversification. However, the company's history of net losses, lack of revenue from newer segments (SG Environmental, SG Medical), and the inherent dilution risk from preferred stock conversions and future equity raises present considerable uncertainties. The high interest rate on some debt also adds financial pressure. While the recent positive developments mitigate immediate risks, the long-term profitability and sustained growth remain unproven, warranting a cautious 'hold' position for investors to observe execution and financial performance.

Keywords

modular construction, real estate development, environmental solutions, medical facilities, SEC filing, S-1, preferred stock, common stock, private placement, Nasdaq listing, reverse stock split, acquisitions, capital raise, dilution, risk factors, corporate governance, SGBX