false
0001023994
0001023994
2023-12-20
2023-12-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 20, 2023
SAFE & GREEN HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-38037 |
|
95-4463937 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
990 Biscayne Blvd
#501, Office 12
Miami, FL 33132
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including
area code: 646-240-4235
(Former name or former address, if changed since
last report.)
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 |
Common Stock, par value $0.01 |
|
SGBX |
|
The Nasdaq Stock Market LLC |
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. ☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 20, 2023, Vanessa
Villaverde, a member of the Board of Directors (the “Board”) of Safe & Green Holdings Corp. (the “Company”),
notified the Company of her decision to resign, effective December 31, 2023, from her position as a member of the Board and the Nominating,
Environmental, Social and Corporate Governance Committee. The resignation was not related to any disagreement with the Company
on any matter relating to its operations, policies or practices.
The Company entered
into a Mutual Separation and Release Agreement (the “Agreement”) with Ms.
Villaverde. The Agreement provides that the Company shall, on or before December 31, 2023, pay to Ms. Villaverde
all outstanding board fees. The Agreement also contains a non-disparagement obligation on both parties and a release of claims. The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the
Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d)
Exhibits.
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: December 26, 2023 |
By: |
/s/ Patricia Kaelin |
|
|
Name: |
Patricia Kaelin |
|
|
Title: |
Chief Financial Officer |
Exhibit 10.1
MUTUAL SEPARATION AND
RELEASE AGREEMENT
This Mutual Separation
and Release Agreement (the “Mutual Release”) is entered into as of December 20, 2023, between Safe & Green Holdings
Corp., a Delaware corporation (the “Company”) and Vanessa Villaverde, an individual (“Ms. Villaverde”).
The Company and Ms. Villaverde may be hereinafter referred to collectively as the “Parties”, or individually as a “Party”.
RECITALS
WHEREAS,
on or about August 30, 2023, Ms. Villaverde was appointed to the Company’s Board of Directors (the “Board”);
WHEREAS,
on or about December 6, 2023, Ms. Villaverde was re-elected to the Company’s Board for a one-year term;
WHEREAS,
the Parties have agreed to a mutual separation, whereby Ms. Villaverde will vacate her seat on the Board;
WHEREAS,
the Parties have agreed to resolve any and all disputes between the Parties and release all claims each Party may have against the other
Party;
NOW, THEREFORE,
in consideration of the foregoing recitals and in consideration of the mutual promises and covenants hereinafter set forth, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound,
agree as follows:
SEPARATION AND RELEASE
The
Parties agree that Ms. Villaverde will vacate her Board seat effective December 31, 2023. Ms. Villaverde shall cooperate with the Company
in all respects to effectuate her withdrawal from the Board, including the execution of any and all documentation reasonable and necessary
thereto. Ms. Villaverde shall not be required to perform any further services as a Board member or Board committee member after December
31, 2023.
On
or before December 31, 2023, the Company shall pay to Ms. Villaverde all outstanding board fees. The total board fees for Ms. Villaverde’s
board service are Thirty Thousand Dollars ($30,000). Additionally, on or before December 31, 2023, the Company shall issue to Ms. Villaverde
all unissued restricted stock units (“RSUs”) (RSUs are Twenty Thousand Dollars ($20,000) worth of RSUs per calendar
quarter of Board service).
The Parties acknowledge
that the Company is required to issue a press release and file a form 8K to inform the public markets regarding the withdrawal of Ms.
Villaverde from the Company’s Board. The Company will provide a copy of the press release and 8K filing to Ms. Villaverde in advance
of the publication for her signed approval, which approval shall not be unreasonably withheld given the time limitations the Company has
to comply with 8K filing requirements, and agrees to state that the separation was a mutual decision by the Parties. In receiving the
contents of the press release and 8K form in advance of its public disclosure, Ms. Villaverde shall be bound by the confidentiality requirements
set forth in Paragraph 6.
As part of this
Mutual Release, it is the desire and intention of the Parties to eliminate any and all claims and potential claims of the Parties against,
or between, each other made in, relating to, or that arose as a result of the Consulting Agreement, or any issues related thereto. Therefore,
the Parties forever waive, generally release and discharge each other, and all of the parent, subsidiary, and related corporations and
entities, past, present, and future, and each of them, as well as their respective partners, directors, officers, members, managers, shareholders,
agents, employees and attorneys, past, present, and future, and each of them, from any and all claims, demands, damages, losses, liabilities,
payment obligations, causes of action, costs, expenses, and attorney’s fees, of whatever kind or nature, related, directly or indirectly
to, or arising out of Ms. Villaverde’s service on the Company’s Board, or any issues related thereto, whether known or unknown,
fixed or contingent, accrued or not accrued, matured or not yet matured, asserted or unasserted, whether suspected or unsuspected, and
which they now own or hold, or have owned or held at any time prior to execution of this Mutual Release. It is an express condition of
and part of the consideration of this Mutual Release, and it is the intention of the Parties that this release shall be effective as to
bar each and every claim, demand, damages, loss, liability, payment obligation, cause of action, cost, expense, and attorney’s fees
arising out of the Agreement, prior to the execution of this Mutual Release. The Parties acknowledge that the signatories hereto have,
in fact, relied on this mutual waiver and general release as a condition to entering into this Mutual Release, and they expressly consent
that this mutual waiver and general release shall be given full force and effect according to all of its provisions, including those that
relate to unknown or unsuspected claims, demands, damages, losses, liabilities, causes of action, costs, expenses and attorney’s
fees. This Mutual Release does not release claims for any breach of this Mutual Release.
5. | Acknowledgement of Mutual Compromise |
The Parties hereby
acknowledge and agree that the exchanges set forth in this Mutual Release, including the mutual exchanges of promises and covenants between
the Parties, reflect a mutual compromise and constitute mutual exchanges of valuable consideration. The Parties agree that this acknowledgement
and representation is a material inducement to the Parties entering into this Mutual Release. It is the intention of the Parties to bring
full, final, and unconditional resolution of all claims asserted, or which could have been asserted, by either Party against the other.
Unless otherwise
required by law, statute or regulation, the Parties agree that the terms and provisions of this Mutual Release shall remain and be kept
strictly confidential and shall not be disclosed, except as required by law. Additionally, a Party may disclose to its attorneys, accountants,
and/or financial advisors (“Authorized Individuals”), but only if such relevant person must have such information for
the performance of his or her responsibilities, and such Authorized Individuals are informed to keep such information confidential.
7. | No Admission of Liability |
The Parties agree
that this Mutual Release is a compromise and settlement of each Party’s disputed claims and/or defenses and that neither the execution
nor the terms hereof may be construed as an admission of liability on the party of any Party with respect to the disputed matters.
The Parties agree
that they shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging
remarks or statements concerning the other Parties, their businesses, any of their employees or officers, and existing and prospective
customers, suppliers, investors, and other associated third parties. If asked about the Parties’ relationship the Parties agree
to state that the parties mutually agreed to separate.
This Mutual Release
shall be governed in all respects by the laws of the state of Florida, without giving effect to any conflict of laws principles.
10. | Attorney’s Fees and Costs |
Each Party shall
bear its own attorney’s fees and costs incurred in relation to the negotiation and execution of this Mutual Release. In the event
either of the Parties brings an action to enforce any provision of this Mutual Release, the prevailing Party shall be entitled to recover
the reasonable attorneys’ fees and costs it incurred in such action.
11. | All Parties as Drafters |
The Parties agree
that each has reviewed this Mutual Release and contributed to its drafting. Accordingly, none of the Parties shall be construed as the
drafter of this Mutual Release, and therefore this Mutual Release shall not be construed against any Party as its drafter.
If any provision
of this Mutual Release is or becomes invalid or is ruled invalid by any court of competent jurisdiction or is deemed unenforceable, it
is the intention of the Parties that the remainder of this Mutual Release shall not be affected.
This Mutual Release
may be executed in counterparts, each of which shall be deemed an original.
Whenever the context
requires, all words used in the singular will be construed to have been used in the plural, and vice versa, and each gender will include
any other gender. The captions and headings of the sections of this Mutual Release.
[signatures on
following page]
IN WITNESS WHEREOF,
the Parties hereto have executed this Agreement on the dates appearing below their names herein.
SAFE & GREEN HOLDINGS CORP |
|
|
|
|
By: |
/s/ Paul Galvin |
|
Name: |
Paul Galvin |
|
Title: |
CEO |
|
Date: |
12/20/2023 |
|
|
|
|
VANESSA VILLAVERDE |
|
|
|
|
By: |
/s/ Vanessa Villaverde |
|
Date: |
12/20/2023 |
|
v3.23.4
Cover
|
Dec. 20, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Dec. 20, 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
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 3 such as an Office Park
+ References
+ Details
Name: |
dei_EntityAddressAddressLine3 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Safe and Green (NASDAQ:SGBX)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Safe and Green (NASDAQ:SGBX)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024