12/08/2025 | Press release | Distributed by Public on 12/08/2025 15:08
|
FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|
|||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
|
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Promissory Note | $22.65(2) | 04/10/2025 | C(1) | 19,000(3) | (7) | (7) | Common Stock | 19,000 | $ 0 | 19,000 | D | ||||
| Convertible Promissory Note | $22.65(2) | 08/22/2025 | C(4) | 20,313(3) | (7) | (7) | Common Stock | 20,313 | $ 0 | 39,313 | D | ||||
| Convertible Promissory Note | $8.76(2) | 09/12/2025 | C(5) | 70,000(3) | (7) | (7) | Common Stock | 70,000 | $ 0 | 109,313 | D | ||||
| Convertible Promissory Note | $3.24(2) | 10/10/2025 | C(6) | 203,000(3) | (7) | (7) | Common Stock | 203,000 | $ 0 | 312,313 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
|
McLaren Michael David C/O SAFE & GREEN HOLDINGS CORP. 990 BISCAYNE BLVD., SUITE 501 MIAMI, FL 33132 |
X | Chief Executive Officer | ||
| /s/ Michael McLaren | 12/08/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | On April 10, 2025 (the "Effective Date") the Issuer and the Reporting Person executed a settlement agreement in connection with a promissory note (the "Note") dated February 25, 2023, assumed by the Reporting Person and issued by Cycle Energy Corp. ("Cycle"), an entity that merged with and into Olenox Corp. ("Olenox"), a company owned and controlled by the Reporting Person pursuant to the terms of the merger agreement executed on February 22, 2024 between Cycle and Olenox. On February 2, 2025, Olenox was acquired by the Issuer and the parties agreed to settle the Note through the issuance of shares of common stock by the Issuer to the Reporting Person. |
| (2) | Represents the conversion price, which is equal to the price as of the market close on the trading day immediately preceding the Effective Date of each transaction. |
| (3) | Represents the number of shares of common stock post reverse stock split effected on September 8, 2025. |
| (4) | On August 25, 2025 (the "Effective Date") the Issuer and the Reporting Person executed a settlement agreement in connection with a promissory note (the "Note") dated February 25, 2023, assumed by the Reporting Person and issued by Cycle Energy Corp. ("Cycle"), an entity that merged with and into Olenox Corp. ("Olenox"), a company owned and controlled by the Reporting Person pursuant to the terms of the merger agreement executed on February 22, 2024 between Cycle and Olenox. On February 2, 2025, Olenox was acquired by the Issuer and the parties agreed to settle the Note through the issuance of shares of common stock by the Issuer to the Reporting Person. |
| (5) | On September 12, 2025 (the "Effective Date") the Issuer and the Reporting Person executed a settlement agreement in connection with a promissory note (the "Note") dated February 25, 2023, assumed by the Reporting Person and issued by Cycle Energy Corp. ("Cycle"), an entity that merged with and into Olenox Corp. ("Olenox"), a company owned and controlled by the Reporting Person pursuant to the terms of the merger agreement executed on February 22, 2024 between Cycle and Olenox. On February 2, 2025, Olenox was acquired by the Issuer and the parties agreed to settle the Note through the issuance of shares of common stock by the Issuer to the Reporting Person. |
| (6) | On October 10, 2025 (the "Effective Date") the Issuer and the Reporting Person executed a settlement agreement in connection with a promissory note (the "Note") dated February 25, 2023, assumed by the Reporting Person and issued by Cycle Energy Corp. ("Cycle"), an entity that merged with and into Olenox Corp. ("Olenox"), a company owned and controlled by the Reporting Person pursuant to the terms of the merger agreement executed on February 22, 2024 between Cycle and Olenox. On February 2, 2025, Olenox was acquired by the Issuer and the parties agreed to settle the Note through the issuance of shares of common stock by the Issuer to the Reporting Person. |
| (7) | Pursuant to the settlement agreements, the Convertible Promissory Notes are convertible into shares of Common Stock at any time, at the option of the holder and have no expiration date. |