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
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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(Commission File Number) | (I.R.S. Employer Identification Number) |
(Address of Principal Executive Offices, Zip Code)
(Former name or former address, if changed since last report.)
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area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act. ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2023, the board of directors (the “Board”) of Safe & Green Holdings Corp. (the “Company”), pursuant to its authority to accelerate the vesting of restricted stock units (“RSUs”) granted under the Company’s Stock Incentive Plan, as amended (the “Plan”), took action to vest in full 1,627,773 RSUs granted under the Plan (the “Subject Awards”), which included 476,049 RSUs granted to Paul Galvin, the Company’s Chairman and Chief Executive Officer, 140,105 RSUs granted to David Villarreal, President and Chief Executive Officer of Safe and Green Development Corporation (“SG DevCo”), 117,500 RSUs granted to Nicolai Brune, Chief Financial Officer of SG DevCo, 86,960 RSUs granted to William Rogers, the Company’s Operating Officer, 59,439 RSUs granted to Christopher Melton, a director of the Company, 37,500 RSUs granted to Elizabeth May-Cormier, a director of the Company, 37,500 RSUs granted to Shafron Hawkins, a director of the Company, and 68,814 RSUs granted to Yaniv Blumenfeld, a director of SG DevCo and former director of the Company.
The Company will reimburse each recipient of the Subject Awards who is an employee of the Corporation or a member of the Board, and who agrees to a 180-day lock-up on any sale or transfer of the shares of common stock to be received by them under the Subject Awards (the “Subject Shares”) and to comply with the requirements of the Company’s Corporate Trading Policy with respect to any sale or transfer of the Subject Shares by them, for the taxes to be paid by them in respect of the accelerated vesting of their Subject Awards (but not any taxes due in respect of such reimbursement).
Item 8.01. Other Events.
On April 14, 2021, the Company commenced an action in the United States District Court for the Eastern District of New York (Case No. 21-cv-01990) against Osang Healthcare Company Ltd. (“Osang”) alleging, inter alia, breach of contract and fraud. After mediation before the Court on March 14, 2023, the parties entered into a settlement agreement and mutual release on May 4, 2023. The settlement agreement and mutual release provides that the terms of the settlement of the Company’s action against Osang are to be kept confidential, except that the parties may disclose the settlement agreement and terms hereof to their attorneys, auditors and accountants as necessary, and to any governmental agency, or auditor if necessary to comply with a legal obligation and if otherwise ordered to do so by a court or governmental agency.
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 | |
| 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: May 5, 2023 | By: | /s/ Paul Galvin | |
| Name: | Paul Galvin | ||
| Title: | Chairman and Chief Executive Officer | ||
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Cover |
May 04, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K/A |
| Amendment Flag | true |
| Amendment Description | This Amendment No. 1 to the Current Report on Form 8-K amends Item 5.02 of the Current Report on Form 8-K filed on May 5, 2023 (the “Original Form 8-K”), solely to correct a typographical error regarding Nicolai Brune’s executive position at Safe and Green Development Corporation. As previously filed, Item 5.02 reflected an incorrect executive position at Safe and Green Development Corporation for Nicolai Brune which has been corrected in Item 5.02. No other changes have been made to the Original Form 8-K. |
| Document Period End Date | May 04, 2023 |
| Entity File Number | 001-38037 |
| Entity Registrant Name | SAFE & GREEN HOLDINGS CORP. |
| Entity Central Index Key | 0001023994 |
| Entity Tax Identification Number | 95-4463937 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 990 Biscayne Blvd |
| Entity Address, Address Line Two | #501 |
| Entity Address, Address Line Three | Office 12 |
| Entity Address, City or Town | Miami |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33132 |
| City Area Code | 646 |
| Local Phone Number | 240-4235 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 |
| Trading Symbol | SGBX |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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