Safe & Green Development Corp SEC Filings

Safe & Green Development Corporation is offering up to 320,000 shares of Series B Non-Voting Convertible Preferred Stock at a stated value of $25.00 per share, convertible into up to 8,226,951 shares of Common Stock at an assumed Conversion Price of $1.41 per share. Net proceeds are designated to repay convertible debentures (approximately $850,000 and $198,375), repay a $2,200,000 BCV loan (with expected renewal/extension), purchase equipment, fund site improvements in Myakka, Florida, and for working capital and general corporate purposes. The company discloses an auditor explanatory paragraph regarding its ability to continue as a going concern. Pro forma as-adjusted net tangible book value after the offering would be approximately $(10.6) million, or $(0.81) per share, representing a $2.77 per-share increase to existing security holders and an immediate dilution of $2.22 per share to new investors. The filing describes anti-dilution conversion adjustments, make-whole payments, transfer restrictions, Nasdaq listing/minimum bid price risks and recent corporate actions, including a prior distribution and multiple financings and conversions reflected in outstanding warrants, debentures and preferred securities.

Safe & Green Development Corp. (SGD) is registering an S-1 offering of up to 320,000 shares of Series B Non-Voting Convertible Preferred Stock at $25.00 per share, convertible into up to 8,226,951 shares of Common Stock at an assumed conversion price of $1.41. The company explains the preferred carries anti-dilution adjustment mechanisms that can lower the conversion price and increase common shares issuable on conversion. Proceeds are earmarked to repay convertible debentures (~$850,000 and $198,375), repay a $2,200,000 BCV loan (with anticipated renewal/extension), buy equipment, fund site improvements in Myakka, FL, and for working capital. The prospectus discloses a pro forma as-adjusted net tangible book value of approximately $(10.6) million, or $(0.81) per share, and states that issuance would produce an immediate $2.77 per-share increase to existing holders and about $2.22 per-share dilution to new investors. The filing includes a going-concern explanatory paragraph from auditors and notes there is no active trading market for the preferred shares. SGD’s common began trading on Nasdaq Capital Market under symbol "SGD" following a distribution in September 2023.

Strategic EP, LLC reported beneficial ownership of 890,020 shares (20.5% of the outstanding common stock) of Safe and Green Development Corporation (ticker SGD). The reported position includes 305,250 shares held directly, 253,454 shares issuable on exercise of warrants and 331,316 shares underlying convertible debentures with $298,184.40 principal convertible at 92.5% of the lowest 10-day VWAP with a $0.90 floor. The filing states Strategic EP has sole voting and dispositive power over 890,020 shares. Certain pre-funded warrants and warrants representing 112,897 and 267,744 shares, respectively, are excluded because they contain limits preventing exercise if ownership would exceed 4.99% (or, at holder election, 9.99%). The percentage base uses 3,758,665 shares outstanding as of August 14, 2025, adjusted to include the convertible debenture and warrant shares noted above.

Safe and Green Development Corporation's preliminary proxy solicits votes at the 2025 annual meeting on multiple governance and corporate actions. Stockholders are asked to elect three Class II directors and to approve a reverse stock split (1-for-5 to 1-for-20) that the Board may implement within one year if approved. The Board also seeks approval to increase authorized common shares from 100 million to 500 million and to amend the 2023 Incentive Compensation Plan to add 1,200,000 shares. Stockholder approval is requested to comply with Nasdaq rules for issuing 9,041,182 shares to prior members of Resource Group (including up to 9,000,000 shares issuable upon conversion of Series A Convertible Preferred Stock). The proxy discloses prior Nasdaq delisting risks and that a 1-for-20 reverse split was previously effected in October 2024 to regain compliance. Executive and director nominees, related-party transactions tied to the Resource Group acquisition, and compensation and governance committee duties are described.

Strategic EP, LLC reported beneficial ownership of 1,049,616 shares of Safe and Green Development Corporation common stock, representing 22.5% of the class as of the filing. The reported total includes 154,846 shares held directly, 253,454 shares issuable upon exercise of warrants and 641,316 shares underlying convertible debentures with an aggregate principal amount of $577,183.77 convertible at 92.5% of the lowest 10-day VWAP with a floor of $0.90. The filing notes pre-funded warrants and additional warrants that are not included because exercises are limited by ownership caps, and that after July 29, 2025 the filer exercised 85,777 warrants and sold the resulting shares.

The Schedule 13G/A shows that multiple Arena-affiliated entities report beneficial ownership of Safe and Green Development Corporation common stock totaling disclosed stakes by entity as of June 30, 2025. Arena Investors, LP and Arena Investors GP, LLC each report ownership of 254,391 shares (9.99%). Other Arena vehicles report holdings ranging from 13,539 shares (0.5%) to 87,500 shares (3.4%). The filing states the ownership counts include shares underlying derivative securities exercisable or convertible within 60 days for certain funds (detailed per fund). The percentages are calculated using the issuer’s reported outstanding share counts as of May 15, 2025, plus shares issued June 2, 2025, and the derivative shares noted.