Safe & Green Holdings Corp. announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 1,379,310 shares of its common stock at an issue price of $2.90 per share for the gross proceeds of $377,000, pre-funded warrants to purchase 1,249,310 shares of Common Stock at an issue price of $2.90 per warrant for the gross proceeds of $3,622,999 and warrants to purchase up to 2,758,620 shares of common stock at a combined offering price of $2.90 per share for the aggregate gross proceeds of up to $3,999,999 on May 3, 2024. The warrants will have an exercise price of $2.65 per share, will be exercisable immediately following the date of issuance and will expire five years from the effective date of a registration statement registering such warrants for resale.

The closing of the offering is expected to occur on or about May 7, 2024, subject to the satisfaction of customary closing conditions. The Placement Agent?s Warrants are exercisable commencing on the date of issuance and will terminate five years from the date of commencement of sales of the Private Placement. The exercise price of the Placement Agent?s Warrants is $2.65.

The Placement Agent?s Warrants and the shares of Common Stock issuable upon exercise of the Placement Agent?s Warrants was made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the ?Securities Act?), and Rule 506 of Regulation D under the Securities Act