UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On August 9, 2023, Safe & Green Holdings Corp. (the “Company”) and its subsidiary, Safe and Green Development Corporation (“SGDevCo”), entered into a Note Cancellation Agreement, effective as of July 1, 2023 (the “Note Cancellation Agreement”), pursuant to which the Company cancelled and forgave the remaining $4,000,000 balance then due on that certain promissory note, dated December 19, 2021, made by SGDevCo in favor of the Company in the original principal amount of $4,2000,00.
In addition, on August 9, 2023, the Company issued to SGDevCo a non-interest bearing promissory note, in the principal amount of $908,322.95 (the “Note”), payable on demand, to evidence advances by SGDevCo to the Company in such amount.
The foregoing descriptions of the Note Cancellation Agreement and the Note are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.
Item 2.02. Results of Operation and Financial Condition.
The information set forth in Item 1.01 is incorporated by reference into this Item 2.02. The following unaudited pro forma balance sheet of SGDevCo has been prepared to assist in the analysis of the financial effects of the Note Cancellation Agreement and the issuance of the Note. The unaudited pro forma financial information in this Current Report on Form 8-K is presented for illustrative purposes only. The unaudited pro forma financial information reflects adjustments, which are based upon estimates, accordingly, the final accounting adjustments may differ materially from the pro forma information reflected in this report.
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Safe and Green Development Corporation
Unaudited Pro Forma Balance Sheet
As of March 31, 2023
| As Reported | Pro Forma Adjustments | Pro Forma | ||||||||||
| Assets | ||||||||||||
| Current assets: | ||||||||||||
| Cash | $ | 1,337,935 | $ | (1,108,323 | )[a][b] | $ | 229,612 | |||||
| Prepaid assets and other current assets | 739,554 | - | 739,554 | |||||||||
| Current Assets | 2,077,489 | (1,108,323 | ) | 969,166 | ||||||||
| Assets held for sale | 4,400,361 | - | 4,400,361 | |||||||||
| Land | 1,190,655 | - | 1,190,655 | |||||||||
| Project development costs and other non-current assets | 65,339 | - | 65,339 | |||||||||
| Equity-based investments | 3,624,945 | - | 3,624,945 | |||||||||
| Due from affiliates | - | 908,323 | [b] | 908,323 | ||||||||
| Intangible assets | 10,825 | - | 10,825 | |||||||||
| Total Assets | $ | 11,369,614 | $ | (200,000 | ) | $ | 11,169,614 | |||||
| Liabilities and Stockholders’ Equity | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable and accrued expenses | $ | 207,918 | $ | - | $ | 207,918 | ||||||
| Due to affiliates | 4,200,000 | (4,200,000 | )[a] | |||||||||
| Short term note payable, net | 4,741,475 | - | 4,741,475 | |||||||||
| Total current liabilities | 9,149,393 | (4,200,000 | ) | 4,929,393 | ||||||||
| Stockholders’ equity: | ||||||||||||
| Common stock | 1 | 99,999 | [c] | 100,000 | ||||||||
| Additional paid-in capital | 6,054,729 | 3,900,001 | [a][c][d] | 15,894,530 | ||||||||
| Accumulated deficit | (3,834,509 | ) | - | (9,774,309 | ) | |||||||
| Total stockholders’ equity | 2,220,221 | 4,000,000 | 6,220,221 | |||||||||
| Total Liabilities and Stockholders’ Equity | $ | 11,369,614 | $ | (200,000 | ) | $ | 11,169,614 | |||||
| [a] | Forgiveness of due to affiliates and payback of partial advance |
| [b] | Additional advances to Holdings. |
| [c] | Issuance of 9,999,000 common shares |
| [d] | Stock compensation expense of RSU’s |
The information in this Item 2.02 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit Number |
Exhibit Description | |
| 10.1 | Note Cancellation Agreement, effective as of July 1, 2023, by and between Safe & Green Holdings Corp. and Safe and Green Development Corporation | |
| 10.2 | Promissory Note, in the principal amount of $908,322.95, in favor of Safe and Green Development Corporation | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in 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: August 11 , 2023 | By: | /s/ Paul Galvin |
| Name: Paul Galvin | ||
| Title: Chairman and Chief Executive Officer | ||
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