Safe & Green Development Corp SEC Filings

Safe and Green Development Corporation (SGD) called a Special Meeting for December 8, 2025 to seek shareholder approval under Nasdaq Rule 5635(d) for two financing-related issuances tied to its October 2025 private placement.

The board asks approval to issue up to 53,925,620 shares upon conversion of 360,000 shares of Series B Non‑Voting Convertible Preferred Stock, including shares payable as dividends and make‑whole, assuming price adjustments down to the $0.242 floor and other reset/anti‑dilution terms. It also seeks approval to issue up to 37,190,083 shares upon exercise of associated common warrants, which include anti‑dilution and reset features and permit “alternative cashless exercise.” An adjournment proposal is also up for vote.

The private placement (closed October 17, 2025) carried initial conversion and exercise prices of $1.36 and generated approximately $8.175 million in net proceeds. Warrants are expected to be used on a cashless basis, so the company does not expect cash proceeds from warrant exercises. The record date is November 18, 2025.

Safe and Green Development Corporation (Nasdaq: SGD) filed a preliminary Form S-3 for a resale of up to 91,115,703 shares of common stock by selling stockholders. The registered shares comprise 53,925,620 shares issuable upon conversion of Series B Non‑Voting Convertible Preferred Stock and 37,190,083 shares issuable upon exercise of accompanying warrants, including potential anti‑dilution and dividend share issuances as described.

The company will not receive proceeds from resales. It may receive up to approximately $9.0 million only if warrants are exercised for cash; the filing notes the warrants are likely to be exercised on a cashless basis. The filing states the registered amount equals approximately 1,031% of shares outstanding as of this prospectus. Shares outstanding were 8,837,152 as of October 31, 2025. The prospectus emphasizes potential substantial dilution from issuances tied to conversions, anti‑dilution resets and dividend shares under the Series B terms.

Safe and Green Development Corporation reported that it has satisfied and retired all of its outstanding convertible debt obligations. The update was disclosed in an 8‑K under “Other Events,” noting a press release dated October 30, 2025 is included as an exhibit.

Eliminating convertible debt can reduce interest burden and remove potential share overhang from future conversions. The company did not include amounts or terms in this notice, directing readers to the attached press release for details.

Safe and Green Development Corporation entered a private placement, issuing 360,000 shares of Series B Non‑Voting Convertible Preferred Stock and warrants, delivering net proceeds of $8.175 million. Each preferred share converts at $1.36 per common share into 6,617,647 initial conversion shares, with matching warrants for up to 6,617,647 shares at an initial exercise price of $1.36, all subject to shareholder approval, adjustment mechanics, and a 4.99% beneficial ownership cap.

The conversion and warrant prices may reset no lower than a $0.242 floor. A 9% annual, non‑compounding dividend applies, plus a make‑whole on early conversion; dividends or make‑whole can be paid in stock at the “Dividend Conversion Price” but not below the floor. If fully converted or exercised at the floor, the company would issue up to 37,190,083 shares per instrument. The company increased authorized common shares to 500,000,000.

Proceeds are earmarked to expand the Resource Group site in Florida, reduce certain debt, pursue strategic investments and acquisitions, and for working capital. Registration rights include filing within 15 days and effectiveness within 60–90 days, with liquidated damages if delayed. Warrants become exercisable only after shareholder approval and expire two-and-a-half years thereafter.

Safe & Green Development Corp (SGD) disclosed an insider equity conversion on a Form 4. On 10/13/2025, a director and 10% owner converted Series A Convertible Preferred into 1,125,570 shares of common stock (Transaction Code C). After the transaction, the reporting person beneficially owned 1,231,791 common shares, held directly. Each Series A Preferred share converts into six common shares, as approved by stockholders on September 29, 2025, and the conversion has no expiration.

Safe & Green Development Corp. (SGD) reported an insider conversion of preferred stock to common stock. On 10/13/2025, a Director and 10% Owner converted 191,891 shares of Series A Convertible Preferred Stock into 1,151,346 shares of common stock at $0.00 per the filing. Each Series A Preferred share converts into six common shares, subject to compliance with Nasdaq rules. Following the transaction, the reporting person held 1,246,110 common shares directly and 185,334 Series A Preferred shares. Stockholders approved issuance upon conversion on September 29, 2025.

Safe & Green Development Corp. (SGD) reported insider activity on a Form 4. On 10/13/2025, a reporting person who is a Director and 10% Owner converted Series A Convertible Preferred Stock into 1,090,002 shares of common stock (Transaction Code C).

Each share of Series A Preferred is convertible into six common shares, subject to compliance with Nasdaq rules. Stockholders approved the issuance of common shares upon conversion on 09/29/2025. Following the transaction, 1,212,032 common shares were beneficially owned indirectly through Index Equity US LLC and Index Resource Equity LLC. The reporting person disclaims beneficial ownership except to the extent of pecuniary interest.

Strategic EP, LLC reports beneficial ownership of 584,770 shares of Safe and Green Development Corporation common stock, representing 11% of the class on the stated basis. The reported total includes 253,454 shares issuable upon exercise of warrants and 331,316 shares underlying convertible debentures with an $298,184.40 aggregate principal amount convertible at 92.5% of the lowest 10‑day VWAP, subject to a conversion floor of $0.90. The filing specifies excluded instruments: 112,897 pre‑funded warrant shares and 267,744 warrant shares, which cannot be exercised to the extent they would push ownership above 4.99% (or, at holder election, 9.99%). The holder states the position was not acquired to influence control of the issuer.

Safe & Green Development Corp filed an amended Form 3 to correct the number of securities beneficially owned by Director James D. Burnham. The filing shows he beneficially owns 94,764 shares of Common Stock and 377,225 shares of Series A Convertible Preferred Stock. The event date reported is 06/17/2025, and the amendment notes the change updates the common share amount reported on the original Form 3 filed 07/11/2025. The amendment is signed by an attorney-in-fact on 10/02/2025.