OLOX

Business Context and Reporting Period

Company: Safe & Green Holdings Corp. (Note: Input metadata referenced "Olenox Industries Inc.", but the filing text identifies the registrant as Safe & Green Holdings Corp.)
Filing Type: Form 8-K (Current Report)
Date of Report: July 17, 2025
Reporting Period: Specific event date of July 17, 2025.
Context: The Company entered into a Material Definitive Agreement to exchange previously issued warrants for Series B Convertible Preferred Stock and filed a Certificate of Designation with the State of Delaware.

Key Financial Metrics

This filing is a Current Report (Form 8-K) regarding a corporate transaction and does not contain audited financial statements, revenue, profit, cash flow, or debt metrics. The filing text does not provide a clear value for these financial indicators.

• Transaction Value: Exchange of Series A and Series B Warrants for 60,000 shares of Series B Preferred Stock.
• Stated Value: $1,000 per share of Series B Preferred Stock.
• Conversion Price: $0.392 per share of Common Stock.

Material Changes

The primary material change is the restructuring of investor holdings and the capitalization of the Company:

• Security Exchange: Investors exchanged warrants from the April 14, 2025 private placement for 60,000 shares of Series B Convertible Preferred Stock.
• Capital Structure: Creation of a new class of equity (Series B Preferred Stock) with specific rights regarding dividends, voting, and liquidation.
• Registration Rights: The Company is obligated to file a registration statement for the resale of these securities by July 28, 2025.

Guidance, Outlook, and Management Commentary

Management Commentary:

• Capital Strategy: Management explicitly stated it has "ceased all forms of dilutive financing" and does not intend to engage in such transactions moving forward.
• Future Strategy: The Company is pursuing "alternative, non-dilutive funding strategies" to support long-term growth.
• Compliance: Reaffirmed commitment to maintaining shareholder value and compliance with Nasdaq listing standards.

Risks and Contingencies:

• Voting Limitations: Holders of Series B Preferred Stock cannot vote in excess of 19.99% until shareholder approval is obtained.
• Conversion Adjustments: The conversion price is subject to adjustment for stock dividends, splits, rights offerings, and fundamental transactions.

Unusual Items: None reported beyond the specific warrant-for-stock exchange transaction.

Investor Verification Checklist

• Verify the Certificate of Designation: Review Exhibit 3.1 for the full legal terms, limitations, and preferences of the Series B Preferred Stock.
• Confirm Registration Timeline: Monitor whether the Company files the required registration statement for the resale of securities by the July 28, 2025 deadline.
• Assess Dilution Impact: Calculate the potential number of Common Shares issuable upon conversion (60,000 shares x $1,000 stated value / $0.392 conversion price) to understand the potential dilution to existing common shareholders.
• Check Shareholder Approval Status: Determine if the 19.99% voting cap has been lifted via shareholder approval, as this affects investor control rights.