Reverse stock split effective September 8, 2025; intended to regain compliance with Nasdaq minimum bid price requirement
MIAMI, FL / ACCESS Newswire / September 4, 2025 / Safe & Green Holdings Corp. (NASDAQ:SGBX) (“Safe & Green”), a provider of modular building solutions focused on sustainable construction and innovative real estate development, today announced that it will affect a 1‑for‑64 reverse stock split (the “Reverse Split”) of its common stock, par value $0.001 per share (the “Common Stock”), that will become effective on September 8, 2025 at 12:01 AM Eastern Time. Safe & Green has requested that its Common Stock begin trading on September 8, 2025, on a post-reverse split basis on the Nasdaq Capital Market (“Nasdaq”) under the existing symbol “SGBX”. The new CUSIP number for the Common Stock following the Reverse Split will be 78418A703.
The Reverse Split is primarily intended to increase the per‑share trading price of the Common Stock to satisfy the $1.00 minimum bid price requirement for continued listing on Nasdaq.
Stockholder and Board Approvals
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Each 64 shares of issued and outstanding Common Stock will be automatically combined into one share of Common Stock.
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No fractional shares will be issued. Stockholders who would otherwise be entitled to receive a fractional share will receive the number of shares rounded up to the next whole share on a participant basis.
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The Reverse Split will affect all stockholders uniformly and will not alter any stockholders’ percentage ownership interest in the Company, other than minor changes resulting from the rounding up of fractional shares.
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Proportionate adjustments will be made to the number of shares of Common Stock underlying outstanding options, warrants, restricted stock awards, and other equity awards, as well as to the applicable exercise or conversion prices, as required by their terms.
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The par value of the Common Stock will remain unchanged at $0.001 per share. The Reverse Split will not affect the number of authorized shares of Common Stock or preferred stock.
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Following the Reverse Split, the number of shares of Common Stock issued and outstanding will be reduced from 32,219,486 to 503,000.
Stockholder and Board Approvals
At the Company’s special meeting of stockholders held on August 25, 2025, stockholders approved a proposal to authorize the Company’s board of directors (the “Board”), in its sole and absolute discretion, to affect a reverse stock split at a ratio of up to 1-for-100. On September 2, 2025, the Board approved the Reverse Split at a ratio of 1-for-64. The Company will file a Certificate of Amendment to Safe & Green’s Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to affect the Reverse Split effective as of September 8, 2025, at 12:01 AM Eastern Time.
Treatment of Registered and Beneficial Holders
Stockholders holding shares in street name (through a bank, broker, or other nominee) will have their holdings automatically adjusted to reflect the Reverse Split, subject to the procedures of their bank or broker. Registered stockholders holding certificated shares will receive information from the Company’s transfer agent with instructions for exchanging certificated shares, if applicable. No action by any stockholder is required solely as a result of the Reverse Split.
About Safe & Green Holdings Corp.
Safe & Green Holdings Corp. is a modular construction company that designs and delivers innovative, sustainable building solutions across multiple sectors, including residential, commercial, and government projects. The Company also operates a real estate development subsidiary focused on modular-based communities and has expanded into environmental services and healthcare-related projects. For more information, please visit www.safeandgreenholdings.com
Forward-Looking Statements
This press release contains “forward-looking statements”. Forward-looking statements reflect our current view about future events. When used in this press release, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” “poised” or the negative of these terms and similar expressions, as they relate to us or our management, identify forward-looking statements. Such statements, include, but are not limited to, statements contained in this press release relating to our business strategy, our future operating results and liquidity, and capital resources outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees of assurance of future performance. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, without limitation, our ability to raise capital to fund continuing operations; our ability to protect our intellectual property rights; the impact of any infringement actions or other litigation brought against us; competition from other providers and products; our ability to develop and commercialize products and services; changes in government regulation; our ability to complete capital raising transactions; and other factors relating to our industry, our operations and results of operations. Actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We cannot guarantee future results, levels of activity, performance, or achievements. The Company assumes no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this release.
Investor Relations
US Investor Relations:
investors@safeandgreenholdings.com
SOURCE: Safe & Green Holdings Corp.
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