Safe & Green Holdings Corp美股招股说明书(2026-01-07版)

8,714,285 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholder (the “Selling Stockholder”) identified in thisprospectus under the caption “Selling Stockholder” of up to 8,714,285 shares of our Common Stock, par value $0.01 (our “CommonStock”), underlying the Series C Convertible Preferred Stock (the “Shares”), issuable upon conversion of the Initial Preferred Sharesas described below and up to 50,000 shares of our Series C Convertible Preferred Stock, par value $0.01 (the “Series C PreferredStock”) issued to the Selling Stockholders in connection with a private placement and pursuant to the Securities Purchase Agreementdated as of November 25, 2025 (the “SPA”) by and among the Company and an institutional investor (the “Investor”) for the purchaseand sale of up to 50,000 shares of the Company’s Series C Preferred Stock, $1.00 par value per share. Upon consummation of theprivate placement, the Investor purchased 4,500 shares (the “Initial Preferred Shares”) of the Company’s Series C Preferred Stock,$1.00 par value per share for an initial purchase price of $4,050,000 ($3,150,000 payable at the initial closing and an additional$900,000 payable on the initial date of effectiveness of this registration statement registering the securities). Pursuant to the SPA andsubject to certain ownership limitations, the Company may be required to issue Preferred Shares to the Investor for the Investor’spurchase upon request and at the option of the Investor and subject to the conditions set forth therein. The Company may require theInvestor to participate in one or more additional closings for the sale of additional shares of the Company’s Series C Preferred Stock,$1.00 par value per share (the “Additional Preferred Shares”) up to a maximum number of Additional Preferred Shares of 45,500. TheSeries C Preferred Stock is convertible into shares of the Company’s Common Stock (the “Conversion Shares”). The initial conversion price of the Company’s Series C Preferred Stock is $3.19 per share and is subject to adjustment as set forth inthe Certificate of Designation of Rights and Preferences of Series C Preferred Stock (the “Certificate of Designation”), with a floorprice of $0.638 per share. Notwithstanding the foregoing, for the period of four months following the initial closing of November 28,2025, provided that no Triggering Event has occurred, the Investor has agreed not to convert the Initial Preferred Shares at aconversion price of less than $1.00, unless waived by the Company. The stated value of each share of Series C Preferred Stock is$1,000 (the “Stated Value”). The conversion amount of the Company’s Series C Preferred Stock is 110% of the sum of the StatedValue plus any Additional Amount (as defined in the Certificate of Designation). The number of Conversion Shares are subject toadjustments for stock splits, recapitalizations, and reorganizations. The Initial Preferred Shares, the Additional Preferred Shares, andthe Conversion Shares are collectively referred to as the “Securities”. The Series C Convertible Preferred Stock’s rights andpreferences are set forth on the Certificate of Designation which was filed with the Secretary of State of the State of Delaware andattached as an exhibit to our current report on SEC Form 8-K filed with the SEC on December 2, 2025. We will not receive any proceeds from the sale of the Registrable Securities by the Selling Stockholder under this prospectus. Weprovide more information about how we plan to use the proceeds in the section titled “Use of Proceeds” on page 20 of this prospectus. The Shares were offered and sold by us pursuant to the exemption provided by Section 4(a)(2) of the Securities Act of 1933, asamended (the “1933 Act”) and Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities andExchange Commission (the “SEC”) under the 1933 Act. We are registering the offer and resale of the Registrable Securities to satisfythe provisions of that certain registration rights agreement, dated November 25, 2025 (the “Registration Rights Agreement”), pursuantto which we agreed to register the resale of the Shares. The foregoing summaries of the SPA and the Registration Rights Agreement do not purport to be complete and are qualified in theirentirety by the SPA and the Registration Rights Agreement attached as Exhibits 10.1 and 10.2, respectively, to our Current Report onForm 8-K filed with the SEC on December 2, 2025, each of which is incorporated herein by reference. The Selling Stockholder may sell its Shares underlying the Series C Preferred Stock described in this prospectus in a number ofdifferent ways and at varying prices. We provide more information about how the Selling Stockholder may sell its shares underlyingthe Series C Preferred Stock in the section titled “Plan of Distribution” on page 23 of this prospectus. We will pay the expensesincurred in registering the securities cove