NEW YORK CITY, NY / ACCESS Newswire / April 22, 2025 / On April. 14, 2025, Safe & Green Holdings Corp. (NASDAQ:SGBX) ("Safe & Green Holdings" or the "Company"), a leading developer, designer, and fabricator of modular structures, announced the pricing of a Private Placement with gross proceeds to the Company expected to be approximately $8.0 million.
The offering consists of 20,408,160 Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1) Series A Registered Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $0.784 (the "Series A Warrants") and (iii) one (1) Series B Registered Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $0.98 (the "Series B Warrants" and together with the Series A Warrants, the "Warrants"). The public offering price per Common Unit is $0.392 (or $0.3919 for each Pre-Funded Unit, which is equal to the public offering price per Common Unit to be sold in the offering minus an exercise price of $0.0001 per Pre-Funded Warrant). The Pre-Funded Warrants will be immediately exercisable and may be exercised at any time until exercised in full. For each Pre-Funded Unit sold in the offering, the number of Common Units in the offering will be decreased on a one-for-one basis. The initial exercise price of each Series A Warrant is $0.784 per share of Common Stock. The Series A Warrants are exercisable following stockholder approval and expire sixty (60) months thereafter. The number of securities issuable under the Series A Warrants is subject to adjustment as described in more detail in the report on the Company's Current Report on Form 8-K to be filed with the SEC in connection with the offering (the "8-K"). The initial exercise price of each Series B Warrant is $0.98 per share of Common Stock or pursuant to an alternative cashless exercise option. The Series B Common Warrants are exercisable following stockholder approval and expire thirty (30) months thereafter. The number of securities issuable under the Series B Warrants is subject to adjustment as described in more detail in the 8-K.
The aggregate gross proceeds to the Company are approximately $8.0 million, before deducting placement agent discounts and expenses. The transaction closed on April 14, 2025. The Company expects to use the net proceeds from the offering, together with its existing cash, for working capital, general corporate purposes and equipment for expansion.
D. Boral Capital LLC acted as the Exclusive Placement Agent for the offering.
Sichenzia Ross Ference Carmel LLP, New York, NY, acted as counsel to the Company, and Lucosky Brookman LLP, Woodbridge, NJ, acted as counsel to the placement agent in connection with the offering.
The securities described above were sold in a private placement transaction not involving a public offering and were not registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Safe & Green Holdings Corp.
Safe & Green Holdings Corp., a leading modular solutions company, operates under core capabilities which include the development, design, and fabrication of modular structures, meeting the demand for safe and green solutions across various industries. The firm supports third-party and in-house developers, architects, builders, and owners in achieving faster execution, greener construction, and buildings of higher value. For more information, visit https://www.safeandgreenholdings.com/ and follow the Company at @SGHcorp on Twitter.
About D. Boral Capital
D. Boral Capital LLC is a premier, relationship-driven global investment bank headquartered in New York. The firm is dedicated to delivering exceptional strategic advisory and tailored financial solutions to middle-market and emerging growth companies. With a proven track record, D. Boral Capital provides expert guidance to clients across diverse sectors worldwide, leveraging access to capital from key markets, including the United States, Asia, Europe, the Middle East, and Latin America.
A recognized leader on Wall Street, D. Boral Capital has successfully aggregated over $25 billion in capital since its inception in 2020, executing approximately 350 transactions across a broad range of investment banking products.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that may be deemed "forward-looking statements" within the meaning of U.S. securities laws, including statements regarding clinical trials, expected operations and upcoming developments. All statements in this press release other than statements of historical fact are forward-looking statements. These forward-looking statements may be identified by future verbs, as well as terms such as "expect" "potential," "anticipating," "planning" and similar expressions or the negatives thereof. Such statements are based upon certain assumptions and assessments made by management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.
For more information, please contact:
D. Boral Capital LLC
Email: info@dboralcapital.com
Telephone: +1(212)-970-5150
SOURCE: D. Boral Capital
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