Safe & Green Holdings Corp. Announces Pricing of Private Placement with Gross Proceeds of Approximately $8.0 Million

Safe & Green Holdings Corp., a leading developer and fabricator of modular structures, has announced the pricing of a Private Placement with gross proceeds expected to be approximately $8.0 million. The offering consists of 20,408,160 Common Units, each consisting of one share of Common Stock or one Pre-Funded Warrant, one Series A Registered Common Warrant to purchase one share of Common Stock, and one Series B Registered Common Warrant to purchase one share of Common Stock. The public offering price per Common Unit is $0.392, and the Pre-Funded Warrants will be immediately exercisable.

Key Takeaways:

  • The Private Placement will provide the company with approximately $8.0 million in gross proceeds, which will be used for working capital, general corporate purposes, and equipment for expansion.
  • The offering consists of 20,408,160 Common Units, with each unit consisting of one share of Common Stock or one Pre-Funded Warrant, one Series A Registered Common Warrant, and one Series B Registered Common Warrant.
  • The public offering price per Common Unit is $0.392, and the Pre-Funded Warrants are exercisable at any time until exercised in full.
  • The Series A Warrants have an initial exercise price of $0.784 per share of Common Stock and expire sixty months after the stockholder approval date.
  • The Series B Warrants have an initial exercise price of $0.98 per share of Common Stock or pursuant to an alternative cashless exercise option and expire thirty months after the stockholder approval date.
  • The company has agreed to file one or more registration statements with the SEC covering the resale of the Common Stock and the shares issuable upon exercise of the Pre-Funded Warrants and Warrants.
  • The securities described above were offered only to accredited investors, and there will be a registration rights agreement requiring the company to file a registration statement with the SEC.
  • The transaction closed on April 14, 2025, with D. Boral Capital LLC acting as the Exclusive Placement Agent for the offering.
  • Safe & Green Holdings Corp. operates under core capabilities including the development, design, and fabrication of modular structures, meeting the demand for safe and green solutions across various industries.

Statistics:

  • Gross proceeds to the company: approximately $8.0 million
  • Number of securities issuable under the Series A Warrants: subject to adjustment as described in the report on the Company's Current Report on Form 8-K to be filed with the SEC.
  • Initial exercise price of Series A Warrant: $0.784 per share of Common Stock
  • Number of securities issuable under the Series B Warrants: subject to adjustment as described in the report on the Company's Current Report on Form 8-K to be filed with the SEC.
  • Initial exercise price of Series B Warrant: $0.98 per share of Common Stock or pursuant to an alternative cashless exercise option
  • Total transactions executed by D. Boral Capital since its inception in 2020: approximately 350
  • Aggregate capital raised by D. Boral Capital: over $25 billion

Sources:

  • Safe & Green Holdings Corp.
  • D. Boral Capital LLC
  • Sichenzia Ross Ference Carmel LLP
  • Lucosky Brookman LLP
  • Securities Act of 1933, as amended (the "Securities Act")
  • Current Report on Form 8-K to be filed with the SEC