Safe & Green Holdings Corp. Enters $360K Promissory Note and Warrant Agreement with Firstfire Global Opportunities Fund

Safe & Green Holdings Corp. (NASDAQ:SGBX) today announced that it has entered into a material definitive agreement by executing and issuing a Promissory Note dated February 12, 2025, in favor of Firstfire Global Opportunities Fund, LLC. The aggregate principal amount of the Note is $360,000. According to the filing, the transaction was executed at an adjusted purchase price of $300,000, indicating an original discount of $60,000.

The terms of the Note include an interest rate of 15% per annum, with an arrangement that the first twelve months’ cash interest – totaling $54,000 – is guaranteed as of the issuance date. Interest on any amounts that are not paid when due will accrue at a higher default rate of 18% per annum. The Note also incorporates restrictions on prepayment, unless explicitly provided for in its terms.

In addition to the Note, Safe & Green has simultaneously entered into a Securities Purchase Agreement. Under the terms of the agreement, the Lender is granted the right to convert all or a portion of the outstanding Principal and accrued interest into the Company’s common stock at a conversion price of $0.65 per share. Should circumstances arise where such a conversion price would fall below the nominal par value of the common stock, the Note contains provisions allowing an adjustment designed to safeguard the conversion value. Notably, the Lender will deduct a fee of $1,750 from the conversion amount for each notice of conversion.

Further enhancing the structure of the financing, Safe & Green will issue common stock purchase warrants that are exercisable into 450,000 shares of its common stock. The overall transaction, including the payment and conversion provisions, is subject to limitations designed to prevent the Lender and its affiliates from collectively owning more than 4.99% of the Company’s outstanding common shares.

The Company’s current filing also discusses certain covenants that, while any outstanding obligations under the Note persist, restrict Safe & Green from taking actions such as paying dividends, repaying debt, or disposing of significant assets without prior consent from the Lender.

Exhibits attached to the 8‑K filing include the full Promissory Note, the Securities Purchase Agreement, and the warrant documentation.

Safe & Green’s management noted that the transaction is intended to provide additional financial flexibility and capital to support the Company’s operations. The agreement and its associated terms will have an impact on the Company’s debt profile and capital structure, reflecting an effort to secure favorable financing terms while maintaining control over share ownership thresholds.

Investors and interested parties can review the exhibits filed with the SEC for full details on the transaction.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Safe & Green’s 8K filing here.

Safe & Green Company Profile

Safe & Green Holdings Corp. is a design and construction services company, which engages in the provision of code engineered cargo shipping containers. It operates through the following segments: Construction, Medical, Development, and Corporate and Support. The Construction Services segment includes the manufacturing of unit SG ECHO and other modules projects.