Safe & Green Holdings Corp. (Nasdaq: SGBX), a modular solutions company focused on sustainable infrastructure, announced the completion of a private placement financing of $4.05 million pursuant to a Securities Purchase Agreement dated November 25, 2025, providing for a structured capital facility of up to approximately $45.5 million, subject to the terms of the agreement and customary closing conditions.
In connection with the transaction, the Company issued shares of Series C Convertible Preferred Stock in an initial closing. The financing provides for the potential issuance of additional shares of Series C Convertible Preferred Stock in subsequent closings over time pursuant to a multi-year drawdown structure.
The Series C Convertible Preferred Stock is convertible into shares of the Company’s common stock at market-based pricing in accordance with the applicable certificate of designation. The offering was conducted in reliance on the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D. The Company entered into a registration rights agreement granting investors customary registration rights with respect to the shares issuable upon conversion.
Net proceeds from the financing are expected to be used for growth initiatives and general corporate purposes.
ATW Partners acted as placement agent for the financing. Lucosky Brookman LLP acted as counsel to ATW Partners in connection with the transaction.
