What changed in this filing

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Item 5. Other Information

2024-05-17 compared with 2023-11-14 · 79 added, 13 removed, 35 unchanged (72% of the section changed)

Other Information

Rule 10b5-1 Trading Arrangements

During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Nasdaq Notifications

On May 10, 2024, the Company received a

letter (the “Delisting Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”)

notifying the Company that Nasdaq previously notified the Company on

November 7, 2023 that the Company was not in compliance with Nasdaq Listing

Rule 5550(a)(2) (“Rule 5550(a)(2)”), which requires a minimum bid price of at

least $1.00 per share for continued listing.

On May 16, 2024, the Company

received a letter (the “May 16 Compliance Notice”) from Nasdaq notifying the

Company that it was now in compliance with Rule 5550(a)(2).

Company’s closing bid price at or greater than $1.00 per share for 10

consecutive business days, from May 2, 2024 to May 15, 2024, Nasdaq has

determined that the Company has regained compliance with Rule 5550(a)(2), and this

matter is now closed according to the May 16 Compliance Notice.

As previously

disclosed, on April 19, 2024, the Company received a letter from Nasdaq

notifying it that it was not in compliance with Nasdaq Listing Rule 5250(c)(1)

(“Rule 5250(c)(1)”), which requires companies to timely file all required

periodic financial reports with the SEC for continued listing.

On May 13, 2024,

the Company received a letter (the “May 13 Compliance Notice”) from Nasdaq

notifying the Company that it was now in compliance with Rule 5250(c)(1).

on the May 7, 2024 and May 10, 2024 filings of the Company’s Form 10-K and Form

10-K/A, respectively, for the year ended December 31, 2023, Nasdaq has

determined that the Company has regained compliance with Rule 5250(c)(1), and

this matter is now closed according to the May 13 Compliance Notice.

On May 16, 2024, the Company received a letter (the “Deficiency

Notice”) from Nasdaq notifying the Company that it was not in compliance with

Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”) because the stockholders’

equity of the Company of $6,334,859, as reported in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2023, was below the minimum

requirement of $2.5 million.

As of the date of this Quarterly Report on Form

10-Q, the Company does not have a market value of listed securities of $35

million, or net income from continued operations of $500,000 in the most

recently completed fiscal year or in two of the last three most recently

completed fiscal years, the alternative quantitative standards for continued

listing on Nasdaq.

The notification received has no immediate

effect on the Company’s continued listing on Nasdaq, subject to the Company’s

compliance with the other continued listing requirements.

In accordance with Nasdaq’s Listing Rules,

the Company has 45 calendar days from the date of the Deficiency Notice, or no

later than June 30, 2024, to submit a plan to regain compliance with Rule

5550(b)(1) (a “Compliance Plan”).

The Company intends to submit a Compliance

Plan within 45 calendar days of the date of the Deficiency Notice and will

evaluate available options to regain compliance.

If such Compliance Plan is

accepted by Nasdaq, the Company will be granted up to 180 calendar days from May

16, 2024, to evidence compliance with Rule 5550(b)(1).

In the event the Company’s Compliance Plan

is not accepted by Nasdaq, or in the event such Compliance Plan is accepted but

the Company fails to evidence compliance within the extension period, the

Company will have the right to a hearing before Nasdaq’s Hearing Panel (the

The hearing request would stay any suspension or delisting action

pending the conclusion of the hearing process and expiration of any additional

extension period granted by the Panel following the hearing.

The Company intends to submit a Compliance

Plan on or before June 30, 2024, monitor its stockholders’ equity and, if

appropriate, consider further available options to evidence compliance with

Rule 5550(b)(1).

EXHIBIT INDEX

6 unchanged sentences

Certificate of Elimination of Series A Convertible Preferred Stock, dated December 13, 2018 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 17, 2018 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 5, 2019 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Reigstrant with the Securities and Exchange Commission on June 5, 2019 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 5, 2019 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 5, 2019 (File No.

Form of Certificate of Designation of the Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.7 to the Registration Statement on Form S-1/A (File No.

2 unchanged sentences

Amended and Restated Bylaws of the Company dated June 4, 2021 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 7, 2021 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Company (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 22, 2022 (File No.

Note Cancellation Agreement, effective as of July 1, 2023, by and between the Registrant and Safe and Green Development Corporation (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on August 11, 2023 (File No.

Promissory Note, in the principal amount of $908,322.95, in favor of Safe and Green Development Corporation (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on August 11, 2023 (File No.

Amendment No.

1 to Loan Agreement, dated as of August 25, 2023, between Safe and Green Development Corporation and BCV S&G DevCorp (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on August 28, 2023 (File No.

Offer Letter with Vanessa Villaverde and the Registrant (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on August 29, 2023 (File No.

Offer Letter with Jill Anderson and the Registrant (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on September 5, 2023 (File No.

Amendment No.

2 to Loan Agreement, dated as of September 11, 2023, between Safe and Green Development Corporation and BCV S&G DevCorp (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on September 12, 2023 (File No.

Amendment, dated September 19, 2023, to Employment Agreement, dated January 1, 2017, as amended, by and between the Registrant and Paul Galvin (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on September 19, 2023 (File No.

Shared Services Agreement by and between the Registrant and Safe and Green Development Corporation (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on September 28, 2023 (File No.

Tax Matters Agreement by and between the Registrant and Safe and Green Development Corporation (incorporated herein by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on September 28, 2023 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Safe & Green Holdings Corp.

(incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 2, 2024 (File No.

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 9, 2024 (File No.

Form of Common Warrant (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 9, 2024 (File No.

Form of Placement Agent’s Warrant (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 9, 2024 (File No.

Form of Common Warrant

Form of Securities Purchase Agreement, dated May 3, 2024, by and between Safe & Green Holdings Corp.

and the Purchaser named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 9, 2024 (File No.

Form of Registration Rights Agreement, dated May 3, 2024, by and between Safe & Green Holdings Corp.

and the Purchaser named therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 9, 2024 (File No.

Inducement Agreement

Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002

9 unchanged sentences

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company agrees to furnish supplementally a copy of any omitted exhibit to the SEC upon request.

Filed herewith.

8 unchanged sentences

(Principal Financial Officer and Principal Accounting Officer)

November 14, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information