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Safe & Green Holdings Corp. (Nasdaq: SGBX) filed an 8-K disclosing that on 28 Jul 2025 it executed a non-binding Letter of Intent to buy 100% of Rock Springs Energy Group, LLC for an estimated $35 million. The deal would give SGBX ownership of Rock Springs鈥� mothballed, incomplete oil refinery in Rock Springs, Wyoming.

Principal LOI terms:

• Due-diligence window: 60 days; price may be adjusted based on findings and market conditions.
• Exclusivity: Seller agrees not to solicit other bids during the diligence period.
• Termination right: Either party may withdraw without liability if diligence is unsatisfactory.
• Timeline: Target to sign definitive agreements within 30 days after diligence, and close within 30 days thereafter.

A press release announcing the LOI was issued on 5 Aug 2025 (Exhibit 99.1). No financial statements or earnings metrics accompany this filing. The company includes forward-looking-statement disclaimers and refers investors to existing risk-factor disclosures.

Safe & Green Holdings Corp. (Nasdaq: SGBX) filed a Form S-1 to register 300 million common shares鈥�24脳 its current float鈥攆or resale by four holders of Series B Convertible Preferred Stock. The preferred shares were issued 17 Jul 2025 in exchange for dilutive Series A/B PIPE warrants from an $8 million April 2025 placement; SGBX will receive no cash from the resale.

Recent capital moves include: (i) $2 million revolver (5% interest, secured by a CD, due Jun 2026); (ii) up to $100 million Equity Line of Credit priced at 90% of the lowest 7-day trading price, ownership capped at 4.99%; (iii) $267k 15% OID promissory note with convertible default feature; and (iv) $1 million acquisitions of Texas oil leases and County Line Industrial assets.

Strategic actions & compliance: Planned merger with New Asia Holdings is expected to boost equity by ~$35 million; Nasdaq granted an extension until 28 Aug 2025 conditioned on a 1-for-10 to 1-for-100 reverse split and elimination of Class B warrants. A 1-for-20 split was already executed in May 2024.

Full conversion of the Series B preferred would lift outstanding shares from 12.5 million to ~312.5 million before options/other warrants, indicating significant dilution risk despite improved liquidity options.

Safe & Green Holdings Corp. (Nasdaq: SGBX) has filed Amendment No. 3 to its Form S-1 to register 20,408,160 common shares for resale by a single selling stockholder. The shares comprise 2,504,040 common shares and 17,904,120 shares underlying $0.0001 pre-funded warrants issued in an April 14 2025 private placement that generated roughly $8 million gross. The company will receive no proceeds from the resale, and only 鈮�$20,408 if all pre-funded warrants are exercised in cash; those funds and the April placement proceeds are earmarked for working capital.

SGBX remains a smaller reporting company and has faced repeated Nasdaq deficiencies. A July 8 2025 Hearings Panel decision allows continued listing provided the firm effects a reverse split (1-for-10 to 1-for-100) and sustains a 鈮�$1.00 bid for 10 consecutive days by Aug 28 2025. A shareholder vote is set for Aug 25 2025.

Liquidity moves in 2025: (i) $2 million secured revolver at 5% with Prosperity Bank; (ii) up to $100 million equity line with Generating Alpha Ltd.; (iii) $267 k OID note at 15% convertible on default; (iv) $1 million County Line and $1 million Sherman Oil asset purchases; (v) planned merger with New Asia Holdings to add 鈮�$35 million to equity. April Series A/B warrants were exchanged for 60,000 Series B preferred shares to ease Nasdaq dilution concerns.

Post-offering common shares outstanding, assuming full warrant exercise, would rise to 30,024,771 versus 12,120,651 currently, excluding additional options, warrants, RSUs and 300 million shares underlying Series B preferred.

Safe & Green Holdings Corp. (Nasdaq: SGBX) has called a virtual special meeting for 25 Aug 2025 to seek shareholder approval on three key items:

• Proposal 1 鈥� Reverse Stock Split: Board discretion to combine shares at any ratio between 1-for-10 and 1-for-100 within one year. Main objective is to lift the bid price above Nasdaq鈥檚 US$1.00 minimum after two deficiency notices and a Hearing Panel deadline of 28 Aug 2025.
• Proposal 2 鈥� Issuance of Series B Preferred Conversion Shares: Approval under Nasdaq Rule 5635(d) to issue all common shares underlying 60,000 newly issued Series B convertible preferred shares obtained via a warrant-for-preferred exchange completed 17 Jul 2025. Conversion price is US$0.392 per share but is capped at 19.99 % of outstanding common stock until shareholder consent is obtained.
• Proposal 3 鈥� Adjournment: Authority to adjourn the meeting to solicit additional proxies if needed.

The record date is 11 Jul 2025 with 10,120,651 common shares outstanding. A quorum requires one-third of voting power. The board recommends voting FOR all proposals. Failure to effect the reverse split and regain compliance could lead to delisting; conversely, approval would give management flexibility to meet Nasdaq conditions but may increase dilution and market volatility for existing investors.

Metropolitan Bank Holding Corp. (MCB) filed a Form 144 signaling a prospective insider sale. Seller: Scott Lublin. Planned sale: up to 5,000 common shares through Fidelity Brokerage Services on or about 21 Jul 2025. Based on the indicated price, the transaction is valued at $393,222. With 10.66 million shares outstanding, the notice covers roughly 0.05 % of the float, a de-minimis level.

The shares originated from a restricted-stock vesting event on 18 Mar 2021 and were received as compensation. The filer already disposed of 5,000 shares on 20 Jun 2025, generating gross proceeds of $325,126. Form 144 is a notification only; the full amount may or may not be sold.

Because of the transaction鈥檚 small size and routine nature, the filing is unlikely to be materially impactful for most investors, but it provides incremental insight into the insider鈥檚 liquidity actions and potential sentiment.

Safe & Green Holdings Corp. (Nasdaq: SGBX) has avoided immediate delisting after receiving a July 8, 2025 decision letter from the Nasdaq Hearings Panel granting conditional continued listing on the Nasdaq Capital Market.

Key conditions imposed by the Panel:

• Reverse stock split must be effected on or before August 28, 2025.
• The post-split shares must achieve a closing bid price 鈮� $1.00 for at least 10 consecutive business days to satisfy Nasdaq Listing Rule 5550(a)(2).
• By July 18, 2025, the Company must publicly disclose that it has eliminated the Class B warrants from its April 2025 offering and confirm to Nasdaq that no shares underlying those warrants were issued.

The Panel鈥檚 ruling followed a June 17, 2025 hearing at which management presented a compliance plan. The Company 鈥渋ntends to satisfy鈥� all conditions but warns there is no assurance it will meet the deadlines. Failure would place the listing at risk again.

Implications for investors: The extension averts an immediate trading suspension, yet the required reverse split could alter share count and investor perception. Continued sub-$1 trading or inability to retire the Class B warrants could still trigger delisting.

Offering overview: UBS AG is marketing unsubordinated, unsecured Trigger Callable Contingent Yield Notes linked to the least performing of the Nasdaq-100 Index (NDX), Russell 2000 Index (RTY) and S&P 500 Index (SPX). The preliminary terms contemplate:

• Principal amount: $1,000 per Note
• Term: 鈮�4 years (Trade Date 16 Jul 2025 鈫� Maturity 19 Jul 2029), subject to issuer call
• Contingent coupon: 9.50% p.a. (鈮� $7.9167 monthly) paid only when the closing level of each index 鈮� 70 % of its initial level (the 鈥渃oupon barrier鈥�) on the relevant observation date
• Issuer call: UBS may redeem the Notes in whole (not in part) on any monthly observation date beginning after three months; investors then receive par plus any due coupon
• Protection: conditional. If not called and each index 鈮� 70 % of its initial level on the Final Valuation Date, holders receive par. If any index < 70 %, repayment = par 脳 (1 + return of worst-performing index) and can fall to $0
• Estimated initial value: $930.90 鈥� $960.90 (6.9 % 鈥� 3.9 % below issue price) determined using UBS internal models
• Underwriting discount: up to $10 per Note; UBS Securities LLC may re-allow full amount to third-party dealers

Key dates: Settlement 21 Jul 2025 (T+3); first potential call settlement date 21 Oct 2025; monthly observation/coupon schedule thereafter; Final Valuation Date 16 Jul 2029.

Risk highlights:

• Market risk: Performance is driven by the worst of three equity indices; lack of diversification can lead to loss of up to 100 % of principal.
• Coupon uncertainty: Monthly coupons cease if any index closes below its barrier on an observation date; periods without coupons coincide with heightened principal risk.
• Call risk & reinvestment: UBS is more likely to call when coupons are attractive relative to market yields, capping upside and forcing reinvestment at potentially lower rates.
• Credit risk: Payments depend on UBS AG鈥檚 ability to pay; the Notes are not FDIC-insured.
• Liquidity/valuation: No exchange listing; secondary market, if any, will be at UBS Securities LLC鈥檚 discretion. Issue price exceeds estimated value because of fees, hedging and funding adjustments.

Illustrative payouts: Hypothetical examples show (1) 1 % total return if called after three months; (2) 1 % total return if held to maturity and all indices 鈮� barriers; (3) 59.5 % loss if worst index falls 60 % at maturity.

Investor suitability: Product may suit investors seeking enhanced coupons, comfortable with equity-linked downside, early redemption and UBS credit exposure. It is not suitable for investors requiring guaranteed income or principal protection.

Safe & Green Holdings Corp. (SGBX) has filed Amendment No. 1 to its preliminary proxy (Schedule 14A) for the virtual 2025 Annual Shareholders Meeting, scheduled for 25 Aug 2025.

Key Proposals

• Proposal 1 鈥� Reverse Stock Split: Board is seeking discretionary authority to consolidate shares at a ratio ranging from 1-for-10 up to 1-for-100, executable within one year. The main objective is to cure Nasdaq bid-price deficiency (must reach 鈮� $1.00 by 28 Aug 2025) and retain Capital Market listing.
• Proposal 2 鈥� Adjournment: Allows meeting postponement to solicit additional proxies should votes be insufficient to approve Proposal 1.

Rationale & Implications

• The company received two Nasdaq deficiency notices (Dec 2024 & Jun 2025) and has been granted a compliance deadline by an appeal panel.
• Reverse split will proportionally reduce outstanding shares (currently 10.1 million) but will not change authorised share count; fractional shares will be rounded up.
• Management warns that post-split price stability is not guaranteed and that other planned share issuances (referenced in subsequent proposals) could add downward pressure.
• Governance snapshot: 7-member board (majority independent); Chair/CEO roles combined; Lead Independent Director in place.
• Director cash retainers total $80k; additional equity compensation (RSUs) granted; CEO Michael McLaren beneficially owns 12.0 % of common stock.

Voting Recommendation: Board unanimously supports both proposals.