SAFE & GREEN HOLDINGS CORP.

S-11 ea0270923-s1_safeandgreen.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on December 29, 2025

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

**Safe & Green Holdings Corp.

**(Exact name of Registrant as specified in its charter)

**990 Biscayne Blvd., Suite 501

(904) 496-0027

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

Michael McLaren

**Director and Chief Executive Officer

Chairman of the Board of Directors

Safe & Green Holdings Corp.

990 Biscayne Blvd., Suite 501

(646) 240-4235

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

Copies to:

**Martin Siegel, Esq.

Warshaw Burstein, LLP

575 Lexington Avenue

New York, New York 10022

Telephone: (212) 984-7741

**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 a post-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 a post-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, a non-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 DECEMBER 29, 2025

Safe & Green Holdings Corp.

8,714,285 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 8,714,285 shares of our Common Stock, par value $0.01 (our “Common Stock”), underlying the Series C Convertible Preferred Stock (the “Shares”), issuable upon conversion of the Initial Preferred Shares as described below and up to 50,000 shares of our Series C Convertible Preferred Stock, par value $0.01 (the “Series C Preferred Stock”) issued to the Selling Stockholders in connection with a private placement and pursuant to the Securities Purchase Agreement dated as of November 25, 2025 (the “SPA”) by and among the Company and an institutional investor (the “Investor”) for the purchase and sale of up to 50,000 shares of the Company’s Series C Preferred Stock, $1.00 par value per share. Upon consummation of the private placement, the Investor purchased 4,500 shares (the “Initial Preferred Shares”) of the Company’s Series C Preferred Stock, $1.00 par value per share for an initial purchase price of $4,050,000 ($3,150,000 payable at the initial closing and an additional $900,000 payable on the initial date of effectiveness of this registration statement registering the securities). Pursuant to the SPA and subject to certain ownership limitations, the Company may be required to issue Preferred Shares to the Investor for the Investor’s purchase upon request and at the option of the Investor and subject to the conditions set forth therein. The Company may require the Investor to participate in one or more additional closings for the sale of additional shares of the Company’s Series C Preferred Stock, $1.00 par value per share (the “Additional Preferred Shares”) up to a maximum number of Additional Preferred Shares of 45,500. The Series C Preferred Stock is convertible into shares of the Company’s Common Stock (the “Conversion Shares”).

The initial conversion price of the Company’s Series C Preferred Stock is $3.19 per share and is subject to adjustment as set forth in the Certificate of Designation of Rights and Preferences of Series C Preferred Stock (the “Certificate of Designation”), with a floor price of $0.638 per share. Notwithstanding the foregoing, for the period of four months following the initial closing of November 28, 2025, provided that no Triggering Event has occurred, the Investor has agreed not to convert the Initial Preferred Shares at a conversion price of less than $1.00. The stated value of each share of Series C Preferred Stock is $1,000 (the “Stated Value”). The conversion amount of the Company’s Series C Preferred Stock is 110% of the sum of the Stated Value plus any Additional Amount (as defined in the Certificate of Designation). The number of Conversion Shares are subject to adjustments for stock splits, recapitalizations, and reorganizations. The Initial Preferred Shares, the Additional Preferred Shares, and the Conversion Shares are collectively referred to as the “Securities”. The Series C Convertible Preferred Stock’s rights and preferences are set forth on the Certificate of Designation which was filed with the Secretary of State of the State of Delaware and attached as an exhibit to our current report on SEC Form 8-K filed with the SEC on December 2, 2025.

We will not receive any proceeds from the sale of the Registrable Securities by the Selling Stockholder under this prospectus. We provide more information about how we plan to use the proceeds in the section titled “Use of Proceeds” on page 19 of this prospectus.

The Shares were offered and sold by us pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act. We are registering the offer and resale of the Registrable Securities to satisfy the provisions of that certain registration rights agreement, dated November 25, 2025 (the “Registration Rights Agreement”), pursuant to which we agreed to register the resale of the Shares.

The foregoing summaries of the SPA and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by the SPA and the Registration Rights Agreement attached as Exhibits 10.1 and 10.2, respectively, to our Current Report on Form 8-K filed with the SEC on December 2, 2025, each of which is incorporated herein by reference.

The Selling Stockholder may sell its Shares underlying the Series C Preferred 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 underlying the Series C Preferred Stock in the section titled “Plan of Distribution” on page 22 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 underlying the Series C Preferred 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 December 22, 2025, the last reported sale price of our Common Stock on the Nasdaq Capital Market was $2.37 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 14 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 December 29, 2025

The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information.”

Information contained in, and that can be accessed through our web site,www.safeandgreenholdings.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder.

Unless the context otherwise requires, the terms “we,” “us,” “our,” “the Company,” “Safe & Green,” the “Registrant”, and “our business” refer to Safe & Green Holdings Corp., and “this offering” refers to the offering contemplated in this prospectus of the Registrable Securities.

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