SAFE & GREEN HOLDINGS CORP.

S-11 ea0206398-01.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on May 17, 2024

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

(904) 496-0027

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Paul M. Galvin

Chief Executive Officer and

Chairman of the Board of Directors

(646) 240-4235

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brian Blaylock, Esq.

Snell & Wilmer L.L.P.

3883 Howard Hughes Parkway, Suite 1100

Las Vegas, Nevada 89169

(702) 784-5200

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. The Selling Stockholder identified in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED MAY 17, 2024

4,327,793 Shares of Common Stock

This prospectus relates to the resale from time to time by the selling stockholder (the “Selling Stockholder”) identified in this prospectus under the caption “Selling Stockholder” of up to 4,327,793 shares of our Common Stock, par value $0.01 (our “Common Stock”), consisting of (1) (a) 130,000 shares of our Common Stock (the “Shares”), (b) 1,249,310 shares of our Common Stock (the “Pre-Funded Warrant Shares”) issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”), (c) 2,758,620 shares of our Common Stock (the “Common Warrant Shares” and, together with the Shares and the Pre-Funded Warrant Shares, the “May Registrable Securities”) issuable upon exercise of warrants (the “Common Warrants”), in each case as issued to the Selling Stockholder in a private placement (the “May Private Placement”), pursuant to that certain Securities Purchase Agreement with the Selling Stockholder dated May 3, 2024 (the “Purchase Agreement”), and (2) 189,863 shares of our Common Stock (the “Inducement Warrant Shares” and, together with the May Registrable Securities, the “Registrable Securities”) issuable upon exercise of warrants (the “Inducement Warrants”) issued to the Selling Stockholder in a private placement (the “March Private Placement”), pursuant to that certain Inducement Agreement with the Selling Stockholder, dated March 8, 2024 (the “Inducement Agreement”). The March Private Placement was completed around March 12, 2024, and the May Private Placement was completed on May 7, 2024.

Concurrent and in connection with the May Private Placement, we issued to A.G.P./Alliance Global Partners (the “Placement Agent”), which acted as the sole placement agent for the May Private Placement, warrants to purchase 68,965 shares of Common Stock, which is equal to five percent of the Shares and Pre-Funded Warrants issued at the closing of the May Private Placement (the “Placement Agent Warrants” and, together with the Pre-Funded Warrants, the Common Warrants, and the Inducement Warrants, the “Warrants”) pursuant to that certain Placement Agency Agreement with the Placement Agent dated May 3, 2024 (the “Placement Agency Agreement”). The Placement Agent Warrants are exercisable commencing on the date of issuance and will terminate five years from the date of the closing of the May Private Placement and have an exercise price of $2.65 per share, subject to adjustment.

The Warrants are immediately exercisable. The Pre-Funded Warrants do not expire, and have an initial exercise price of $0.0001 per share, subject to adjustment. The Common Warrants expire on the five-year anniversary of the effective date of this registration statement and have an initial exercise price of $2.65 per share, subject to adjustment. The Placement Agent Warrants expire on the five-year anniversary of the date of the closing of the May Private Placement and have an initial exercise price of $2.65 per share, subject to adjustment. The Inducement Warrants expire on the five-year anniversary of the date of the initial exercise date of any Inducement Warrant, and have an initial exercise price of $5.206 per share, subject to adjustment.

We received approximately $4.0 million in aggregate gross proceeds from the May Private Placement, before deducting the placement agent fee and related offering expenses. For the March Private Placement, the Company received aggregate approximately $494,213 in aggregate gross proceeds, before deducting placement agent fees and other expenses payable by the Company pursuant to the Selling Shareholder exercising existing warrants for 1,898,630 shares of common stock (94,932 as adjusted for the May Stock Split (as defined below)) issued in a private placement offering that closed on October 27, 2021, at an exercise price of $0.2603 per share ($5.206 as adjusted for the May Stock Split).

We will not receive any proceeds from the sale of the Registrable Securities by the Selling Stockholder under this prospectus. However, assuming the exercise of all of the Common Warrants for 2,758,620 shares of our Common Stock by payment of cash, we will receive aggregate gross proceeds of approximately $7,310,343. Further, assuming the exercise of all of the Placement Agent Warrants for 68,965 shares of our Common Stock by payment of cash, we will receive aggregate gross proceeds of approximately $182,757. Further, assuming the exercise of all of the Inducement Warrants for 189,863 shares of our Common Stock by payment of cash, we will receive aggregate gross proceeds of approximately $988,427. We provide more information about how we plan to use the proceeds in the section titled “Use of Proceeds” on page 11 of this prospectus.

The Shares and the Warrants were offered and sold by us pursuant to the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. We are registering the offer and resale of the Registrable Securities to satisfy the provisions of that certain registration rights agreement, dated May 3, 2024 (the “Registration Rights Agreement”), pursuant to which we agreed to register the resale of the Shares, the Pre-Funded Warrant Shares, and the Common Warrant Shares, and the Inducement Agreement, pursuant to which we agreed to register the resale of the Inducement Warrant Shares.

The foregoing summaries of the Purchase Agreement, the Registration Rights Agreement, the Placement Agency Agreement, the Pre-Funded Warrants, the Common Warrants and the Placement Agent Warrants do not purport to be complete and are qualified in their entirety by the Purchase Agreement, the Registration Rights Agreement, the Placement Agency Agreement,

the form of Pre-Funded Warrant, the form of Common Warrant and the form of Placement Agent Warrant attached as Exhibits 10.1, 10.2, 1.1, 4.1, 4.2 and 4.3, respectively, to our Current Report on Form 8-K filed with the SEC on May 9, 2024, each of which is incorporated herein by reference. The foregoing summaries of the Inducement Agreement and the Inducement Warrants do not purport to be complete and are qualified in their entirety by the Inducement Agreement and the form of Inducement Warrant attached as exhibits 10.3 and 4.4, respectively to our Quarterly Report on Form 10-Q filed with the SEC on May 17, 2024, each of which is incorporated herein by reference.

The Selling Stockholder may sell its shares of Common Stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholder may sell its shares of Common Stock in the section titled “Plan of Distribution” on page 15 of this prospectus. We will pay the expenses incurred in registering the securities covered by this prospectus, including legal and accounting fees. To the extent the Selling Stockholder decides to sell any of its shares of Common Stock, we will not control or determine the price at which the shares are sold.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SGBX”. On May 16, 2024, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $3.71 per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of our Common Stock.

Investing in our securities involves significant risks, including those set forth in the “Risk Factors” section of this prospectus beginning on page 6 and in our filings with the Securities and Exchange Commission (referred to herein as the “Securities and Exchange Commission” or the “SEC”).

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024