Item 5. Other Information
ITEM 5 . 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). Based on the
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). Based
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
“Panel”). 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).
63
ITEM 6 . Exhibits
EXHIBIT INDEX
Exhibit Number
Description
2.1
Separation and Distribution Agreement by and between the Registrant and Safe and Green Development Corporation (incorporated herein by reference to Exhibit 2.1 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. 001-38037))
3.1
Amended and Restated Certificate of Incorporation 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 July 7, 2016 (File No. 000-22563)).
3.2
Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on July 7, 2016 (File No. 000-22563)).
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation 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 February 28, 2017 (File No. 000-22563)).
3.4
Certificate of Amendment to Certificate of Designation, dated May 11, 2017 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Company with the Securities and Exchange Commission on May 12, 2017 (File No. 001-38037)).
3.5
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. 001-38037)).
3.6
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. 001-38037)).
3.7
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. 333-235295) as filed by the Registrant with the Securities and Exchange Commission on December 9, 2019).
3.8
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 February 5, 2020 (File No. 001-38037)).
3.9
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. 001-38037)).
3.10
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. 001-38037)).
3.11
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 October 17, 2023 (File No. 001-38037))
3.12
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. 001-38037))
4.1
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. 001-38037))
4.2
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. 001-38037))
4.3
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. 001-38037))
4.4*
Form of Common Warrant
10.1+
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. 001-38037))
10.2+
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. 001-38037))
10.3*
Inducement Agreement
31.1*
Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes -Oxley Act of 2002
64
31.2*
Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification by Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification by Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as the XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101 .PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*
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.
**
This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
65
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 , the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SAFE & GREEN HOLDINGS CORP.
(Registrant)
By:
/s/ Paul M. Galvin
Paul M. Galvin
Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
By:
/s/ Patricia Kaelin
Patricia Kaelin
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
Date: May 17, 2024
66
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.