Safe & Green Holdings Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On May 27, 2025 (the “Effective Date”), Safe & Green Holdings Corp. a Delaware corporation (the “Company”), entered into a non-binding Letter of Intent (the “Letter of Intent”) with Giant Group America, Inc. (the “Seller”) to purchase one hundred percent (100%) of the issued and outstanding securities of Giant Containers Inc., a Delaware Corporation (“Giant”) for a purchase price of $3.5 million (the “Purchase Price”), entitling the Company to full and complete ownership of Giant post-closing (the “Transaction”).
The Purchase Price will be paid as follows: $1.75 million to be paid in certified funds at closing, and $1.75 million to be paid via delivery of a promissory note which shall accrue interest at a rate of 5% per annum, and which shall be paid over a period of 24 months post-closing in quarterly installments of interest and principal. The Letter of Intent provides that the parties will make their best efforts to executive the definitive documents within fifteen (15) days of the Effective Date, and to close the transaction on or before June 15, 2025.
The Letter of Intent further provides that Daniel Kroft, principal of the Seller and of Giant, shall be hired by the Company post-closing as the Company’s Vice President of Business Development with a one-year term, a base annual salary of $250,000, eligibility for stock options customary for Company executives, and restrictive covenants regarding non-competition and non-solicitation customary for Company executives.
The foregoing terms and conditions are subject to change based upon the negotiation and execution of the definitive agreements by and among the Company, the Seller, and Giant. Closing of the transaction will be subject to the terms and conditions of the definitive agreements, including completion of due diligence and satisfaction or waiver of closing conditions. There can be no assurance that definitive agreements will be entered into or that the proposed Transaction will be consummated.
The foregoing description of the Letter of Intent is qualified in its entirety by reference to the full text of the Letter of Intent, a copy of which is attached hereto as Exhibits 10.1, and is 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 provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
On June 2, 2025, the Company issued a press release (the “Press Release”) announcing that it had entered into the Letter of Intent. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report.
The information furnished pursuant to this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
Information contained in this communication, other than statements of historical facts, may include “forward-looking” statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements include all statements, other than statements of historical fact, regarding our current views and assumptions with respect to future events regarding our business, including statements with respect to our plans, assumptions, expectations, beliefs and objectives, the Company’s business and its plans after the closing of the Transaction, and the Company’s ability to maintain its Nasdaq listing. Readers are cautioned that any forward-looking information provided by us or on our behalf is not a guarantee of future performance. Actual results may differ materially from those contained in these forward-looking statements as a result of various factors disclosed in our filings with the SEC, including the “Risk Factors” sections of our Annual Report on Form 10-K for the year ended December 31, 2024, and subsequent Quarterly Reports on Form 10-Q. All forward-looking statements speak only as of the date on which they are made, and we undertake no duty to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number |
Description | |
| 10.1 | Letter of Intent, dated May 27, 2025, between Safe & Green Holdings Corp. and Giant Group America, Inc. | |
| 99.1 | Press Release, dated June 2, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within 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 2, 2025 | By: | /s/ Michael McLaren | |
| Name: | Michael McLaren | ||
| Title: | Chief Executive Officer | ||
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