Business Context and Reporting Period
This Form 8-K Current Report is filed by Safe & Green Holdings Corp. (not Olenox Industries Inc. as indicated in metadata) for the event date of November 25, 2025. The filing details the consummation of a private placement of Series C Preferred Stock with an institutional investor, JAK Industrial Ventures I LLC.
Key Financial Metrics and Transaction Details
- Transaction Type: Private placement of 4,500 Initial Preferred Shares of Series C Preferred Stock.
- Gross Proceeds: $4,050,000 total purchase price ($3,150,000 paid at closing; $900,000 payable upon registration statement effectiveness).
- Net Proceeds: Approximately $2,799,500 after deducting placement agent fees and offering expenses.
- Transaction Costs: 7.0% commission to placement agent (WestPark Capital Inc.) plus $25,000 in reimbursed out-of-pocket expenses.
- Conversion Terms: Initial conversion price of $3.19 per share into Common Stock; stated value of $1,000 per preferred share.
- Future Commitments: The Company may be required to issue up to 45,500 Additional Preferred Shares upon request by the Purchaser, subject to ownership limitations.
Material Changes
The filing reports a material change in the Company's capital structure through the issuance of new equity securities. The Series C Preferred Stock ranks senior to all existing common stock regarding dividends, distributions, and liquidation preferences. The filing also notes the entry into a Registration Rights Agreement requiring the Company to file a registration statement for the resale of these securities.
Outlook, Risks, and Management Commentary
- Liquidity Impact: The transaction provides immediate net liquidity of approximately $2.8 million, with potential for additional capital if the Purchaser exercises options for Additional Preferred Shares.
- Dilution Risk: The preferred shares are convertible into common stock, which may result in future dilution to existing shareholders.
- Dividend Obligations: The Company may be required to pay dividends in cash or via "Dividend Shares" (capitalized dividends) depending on the terms of the Certificate of Designation.
- Closing Date: The offering officially closed on November 28, 2025.
Investor Verification Checklist
- Verify the exact terms of the "Equity Conditions Failure" and dividend payment mechanics in the Certificate of Designation (Exhibit 3.1).
- Confirm the status of the $900,000 deferred payment contingent on the registration statement effectiveness.
- Review the specific ownership limitations that restrict the issuance of the 45,500 Additional Preferred Shares.
- Assess the impact of the 7.0% placement fee on the Company's immediate cash position versus the gross proceeds.
- Check the filing status of the required registration statement for the resale of the Securities.