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    Safe & Green Holdings Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    9/16/25 7:32:53 PM ET
    $SGBX
    RETAIL: Building Materials
    Consumer Discretionary
    Get the next $SGBX alert in real time by email
    false 0001023994 0001023994 2025-09-11 2025-09-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): September 11, 2025

      

    SAFE & GREEN HOLDINGS CORP.

    (Exact Name of Registrant as Specified in its Charter)

     

    Delaware   001-38037   95-4463937
    (State or Other Jurisdiction
    of Incorporation)
      (Commission File Number)   (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)
       
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
       
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
       
    ☐ 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)   Name of Each Exchange on Which Registered
    Common Stock, par value $0.01   SGBX   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 September 11, 2025 (the “Effective Date”), Safe & Green Holdings Corp. (the “Company”), executed a settlement agreement (the “Settlement”) with EDI International PC (“EDI”) to resolve pending litigation between EDI and the Company (the “Litigation”). The Litigation is currently pending before the Superior Court of California, County of Los Angeles (Case No. 19STCV21725) alleging causes of action for (1) Intentional Interference with Economic Advantage, (2) Negligent Interference with Economic Advantage, (3) Intentional Interference with Contractual Relations, (4) Professional Negligence, (5) Breach of Contract, (6) Express Indemnity, and (7) Implied Indemnity.

     

    The case was tried before a jury and on November 15, 2024, the jury returned a verdict in favor of the Company on the second, fourth, fifth, and sixth causes of action. On December 20, 2024, judgment was entered in favor of the Company. On May 28, 2025, the court awarded the Company attorneys’ fees in the amount of $1,046,231 and costs in the amount of $111,006.62.

     

    Per the Settlement, EDI will pay the Company the sum of $2,000,000 within the later of: (a) thirty (30) days from August 27, 2025, or (b) seven (7) business days after EDI receives (i) a fully executed, mutually acceptable copy of the Settlement Agreement, (ii) a W-9 form from the Company, and (iii) complete payee information from the Company; however, in any event, payment shall be made no later than October 15, 2025, assuming all parties have fully executed, mutually acceptable settlement agreement.

     

    Under the terms of the Settlement, within seven (7) business days after the Company receives payment in full accordance with the terms of the Settlement, the Company shall serve and file an acknowledgement of satisfaction of judgment in full. Additionally, within seven (7) business days after the parties receive a fully executed copy of this Settlement, the parties shall execute and file a stipulated request for dismissal with prejudice of all appeals, with each party bearing their own costs on appeal.

     

    Under the terms of the Settlement, EDI and the Company each agree to waive and release any and all claims against the other, except with respect to each party’s performance under the Settlement. The foregoing descriptions of the Settlement is qualified in its entirety by reference to the full text of the Settlement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference.

     

    Item 9.01 Financial Statements and Exhibits

     

    Exhibit
    Number
      Description
    10.1   Settlement Agreement, executed on September 11, 2025, by and between Safe & Green Holdings Corp. and EDI International PC
    104   Cover Page Interactive Data File (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: September 17, 2025 By: /s/ Michael McLaren
        Name: Michael McLaren
        Title: Chief Financial Officer

     

    2

     

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