What changed in this filing

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Item 5. Other Information

2024-08-14 compared with 2024-05-17 · 18 added, 71 removed, 43 unchanged (67% of the section changed)

1 unchanged sentence

Rule 10 b 5 - 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).

During the three months ended June 30,2024, n o director or officer of the Company adopted or terminated a “Rule 10 b 5 - 1 trading arrangement” or “ non-Rule 10 b 5 - 1 trading arrangement ,” as each term is defined in Item 408 (a) of Regulation S-K.

EXHIBIT INDEX

18 unchanged sentences

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

Form of Common Warrant (incorporated by reference to Exhibit 4.4 to the Quarterly Report on Form 10-Q as filed by the Registrant with the Securities Exchange Commission on May 17, 2024 (File No.

Standard Cash Advance Agreement, dated July 31, 2024, by and between SG Building Blocks, Inc.

and Cedar Advance LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities Exchange Commission on August 7, 2024 (File No.

Settlement Agreement, dated as of August 1, 2024, by and among Farnam Street Financial, Inc., Safe & Green Holdings Corp., SG Echo LLC, and SG Environmental Solutions Corp.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities Exchange Commission on August 7, 2024 (File No.

Lease Schedule No.

001R, dated as of August 1, 2024, by and between Farnam Street Financial, Inc., Safe & Green Holdings Corp., and SG Environmental Solutions Corp.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities Exchange Commission on August 7, 2024 (File No.

Assignment and Assumption, dated as of August 1, 2024, by and between Farnam Street Financial, Inc., Safe & Green Holdings Corp.

and SG Environmental Solutions Corp.

(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K as filed by the Registrant with the Securities Exchange Commission on August 7, 2024 (File No.

Unconditional Continuing Guaranty, dated as of August 1, 2024, by Safe & Green Holdings Corp.

and SG Echo, LLC in favor of Farnam Street Financial, Inc.

(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K as filed by the Registrant with the Securities Exchange Commission on August 7, 2024 (File No.

Confession of Judgment in favor of Farnam Street Financial, Inc., by Safe & Green Holdings Corp., SG Echo LLC, and SG Environmental Solutions Corp.

(incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K as filed by the Registrant with the Securities Exchange Commission on August 7, 2024 (File No.

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)

August 14, 2024

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