Safe & Green Restructures Private Placement, Eliminating Series A And B Common Stock Warrants, To Address NASDAQ Panel Concerns

Safe & Green Holdings Corp. (NASDAQ:SGBX) ("Safe & Green" or the "Company"), a leading developer of modular structures, today announced that it has restructured its previously announced private placement with D. Boral Capital, originally dated April 14, 2025. The revised terms eliminate both the Series A and Series B Common Stock Warrants, significantly reducing potential dilution and addressing the concerns raised by the NASDAQ Hearings Panel.

As a result of the restructuring:

The Series A Warrants, originally exercisable at $0.784 per share for five years, have been cancelled.

The Series B Warrants, originally exercisable at $0.98 per share for 30 months, have also been cancelled.

Overall, the potential dilution to shareholders has been reduced by approximately 70%.

This restructuring conforms with the requirements of the NASDAQ Hearings Panel, which had raised a public interest concern related to the original structure of the transaction. By working closely with NASDAQ and restructuring the deal in a manner that supports both regulatory compliance and investor interests, the Company remains focused on gaining full compliance with NASDAQ listing standards.

The Company originally announced the $8.0 million private placement in April 2025, with each Common Unit consisting of one share (or pre-funded warrant), one Series A warrant, and one Series B warrant. With the restructuring, the Common Stock or Pre-Funded Warrants remain in place, while both classes of dilutive warrants have been removed and exchanged for an aggregate of 60,000 shares of Series B Preferred Stock

The Company will continue to evaluate strategic opportunities while remaining focused on responsible governance and disciplined capital management.