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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
June 17, 2025
SAFE AND GREEN DEVELOPMENT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41581 |
|
87-1375590 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File
Number) |
|
(I.R.S. Employer
Identification Number) |
100 Biscayne Blvd., #1201
Miami, FL 33132
(Address of Principal Executive Offices, Zip Code)
(Former name or former address, if changed since
last report.)
Registrant’s telephone number, including
area code: 646-240-4235
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
| Common Stock, par value $0.001 |
|
SGD |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Pursuant to the Amendment, dated June 2, 2025 (the
“MIPA Amendment”), to the Membership Interest Purchase Agreement, dated February 25, 2025, with Resource Group US Holdings
LLC, a Florida limited liability company (“Resource Group”), and the members of Resource Group, Safe and Green Development
Corporation (the “Company”) agreed to reconstitute the Company’s Board of Directors (the “Board”) as soon
as possible after the closing of the transaction on June 2, 2025, including the appointment of three directors designated by a majority
in interest of the members of Resource Group.
In furtherance thereof, on June 17, 2025, Paul M. Galvin (Class I Director)
and Alyssa Richardson (Class III Director) each notified the Company of their decision to resign, effective immediately, from their position
as a member of the Board. On June 23, 2025, Yaniv Blumenfeld (Class III Director) notified the Company of his decision to resign, effective
immediately, from his position as a member of the Board. Mr. Galvin, Ms. Richardson and Mr. Blumenfeld did not advise the Company of any
disagreement with the Company on any matter relating to its operations, policies or practices.
In addition, on June 17, 2025, the Board appointed Bjarne Borg, James D.
Burnham and Anthony M. Cialone, each of whom was designated by a majority in interest of the former members of Resource Group, as directors
of the Company, in Classes I, III and II, respectively. Mr. Borg was also appointed to serve as a member of the Nominating and Governance
Committee of the Board. Messrs. Burnham and Cialone were not appointed to serve as a member of any committees of the Board.
Bjarne Borg, age 58, serves as the Executive Chairman
of Index Investment Group, which he co-founded in 1998. Index Investment Group, through a collection of related companies, develops business
projects in real estate and renewable energy and provides private equity to invest in complementary businesses. With over 35 years of
experience in managing start-ups and multinational corporations, Mr. Borg focuses on real estate, renewable energy, and disruptive equity
investments. Mr. Borg’s expertise extends to public markets, having listed bonds on NASDAQ, and serving on advisory boards for banking
institutions. He has served on the South Florida advisory boards for SunTrust Bank and Truist Bank (NYSE: TFC), and is currently serving
as a director of JFB Construction Holdings (NASDAQ: JFB) and on the advisory/ambassador boards for ConnectOne Bancorp, Inc. (NASDAQ: CNOB)
and Seacoast Banking Corporation of Florida (NASDAQ: SBCF). Mr. Borg began his career in IT consulting before transitioning to accounting
and eventually focused on investments and developments across Sweden, the USA, and Canada.
James D, Burnham, age 60, has served as the
President of JDB Consulting Services, Inc. since October 2003. He has over 30 years of experience in mergers and acquisitions and
project development, having commenced his career at Browning-Ferris Industries, Inc. At JDB Consulting Services, Mr. Burnham has
principally served as a consultant to various clients interested in acquisition and project development related services (primarily
within the solid waste and related industries). Services include business valuation, business brokerage, business planning and
modeling, environmental and financial due diligence, loan request packages, operational analysis, transportation analysis, market
research, negotiation of legal agreements, project development management on solid waste projects seeking permits, expert witness
landfill and transfer station permit valuation and predatory pricing analysis. In addition, since December 2014 Mr. Burnham has
served as the CEO and Managing Member of Encell Composites of which he was a co-founder. Encell developed and was granted U.S. and
other patents on an alternative railroad crosstie produced from recycled material - principally crumb rubber from scrap tires. Mr.
Burnham earned a Bachelor of Science in Civil and Environmental Engineering from the University of Wisconsin.
Anthony M. Cialone, age 56, currently serves
as President and Chief Operating Officer of Resource Group US, LLC (“Resource Group US”), a position he has held since January 2019. Mr. Cialone brings
over 30 years of executive leadership experience, with a strong track record in corporate operations, risk management, and strategic
planning. At Resource Group, he has led key initiatives in biomass-to-industrial energy conversion and composting, developed
investor-focused funding strategies and financial models, optimized transportation logistics and closed-loop supply chains, and
advanced the company’s growth through targeted acquisitions. Since May 2020, Mr. Cialone has also served as President and
Chief Executive Officer of Microtec Development & Holdings LLC, where he directs financial planning, capital structuring, and
the commercialization of Microtec’s proprietary waste-to-value technologies. In addition, since March 2022, Mr. Cialone has
served as President and Chief Operating Officer of AggrePlex, LLC, where he leads corporate strategy, operations, and market
development for the company’s production of environmentally sustainable pozzolans used as supplementary cementitious
materials. Mr. Cialone holds a Bachelor of Science in Economics and Finance and a Master of Business Administration in Corporate
Finance, both from Fordham University. In addition, he has completed advanced coursework and executive education programs at Harvard
Business School Online, MIT Professional Education, New York University, and the Stanford Graduate School of Business, earning
certificates in Business Strategy, Entrepreneurship & Innovation, Finance & Accounting, Leadership & Management, Life
Cycle Assessment, Sustainable Infrastructure Systems, and Chief Sustainability Officer Training, among others. He also holds
multiple professional certifications (inactive), including Certified Internal Auditor (CIA), Certified Management Accountant (CMA),
Certified Financial Manager (CFM), Certified Treasury Professional (CTP), Accredited Valuation Analyst (AVA), and is Certified in
Mergers & Acquisitions (CM&AA). Mr. Cialone previously held securities licenses, including Series 6, 27, and 63.
Mr. Borg will receive the standard
compensation available to the Company’s current non-employee directors.
In connection with the closing (the “Closing”)
of the acquisition of Resource Group pursuant to the MIPA, as amended, by the Company: (i) the Company issued 121,992 shares of its common
stock, 485,616 shares of its Series A Convertible Preferred Stock and an unsecured 6% promissory note due June 2026 in the principal amount
of $155,397.01 to Index Equity US LLC ("IEU"), a limited liability company managed by Mr. Borg, in exchange for IEU’s
membership interests in Resource Group; (ii) the Company issued 38 shares of its common stock,150 shares of its Series A Convertible Preferred
Stock and an unsecured 6% promissory note due June 2026 in the principal amount of $48.00 to Index Resource Equity LLC (“IRE”),
a limited liability company managed by Index Management Services LLC, which in turn is managed by Mr. Borg, in exchange for IRE’s
membership interests in Resource Group; (iii) the Company issued 94,798 shares of its common stock, 2,263,350 shares of its Series A Convertible
Preferred Stock and an unsecured 6% promissory note due June 2026 in the principal amount of $120,712.02 to Mr. Burnham in exchange for
his membership interests in Resource Group; and (iv) the Company issued 106,221 shares of its common stock, 2,537,010 shares of its Series
A Convertible Preferred Stock and an unsecured 6% promissory note due June 2026 in the principal amount of $135,307.16 to Mr. Cialone
in exchange for his membership interests in Resource Group.
In addition, in connection with the Closing
the Company also agreed to indemnify Messrs. Borg, Burnham and Cialone in respect of various certain obligations and trade debts of Resource
Group personally guaranteed by them and Resource Group US LLC, a Florida limited liability company and wholly owned subsidiary of Resource
Group, issued an 11.5% note in the principal amount of $1,255,000 to James Burnham, one of the founders of Resource Group, in consideration
of funds previously advanced to Resource Group US LLC. The note is due upon the earlier of April 30, 2026, immediately upon a change
of control, or after the occurrence of an event of default.
On June 2, 2025, Resource Group US entered into
an amended and restated consulting agreement (the “Cialone Consulting Agreement”) with AMC Environmental Consulting LLC, a
company controlled by Mr. Cialone (“AMC”), and Mr. Cialone. Pursuant to the Cialone Consulting Agreement, AMC will receive
a consulting fee of $25,000 a month and a $1,250 monthly car reimbursement, will be eligible to receive bonuses or incentive equity awards
from Resource Group US, at its sole discretion, and will be responsible for developing and implementing Resource Group US’s strategic
plan, leading and managing the organization, and managing stakeholder relationships. The term of Cialone Consulting Agreement continues
from and after its June 2, 2025 effective date until terminated by either party for cause or without cause, or by reason of Mr. Cialone’s
death or disability. If the Cialone Consulting Agreement is terminated by the Company without cause or by AMC for cause the Company will
pay AMC a termination fee equal to $600,000, payable in monthly installments of $25,000 after AMC has executed and delivered a general
release of claims to the Company, and if Mr. Cialone timely elects COBRA continuation of coverage under the Company’s group medical,
dental and vision plans, the Company will reimburse Mr. Cialone for the cost of COBRA insurance premiums for 24 months, less all applicable
taxes and deductions. Pursuant to the Cialone Consulting Agreement, AMC is subject to a 24-month post-termination non-compete and non-solicit
of employees and clients. AMC is also bound by confidentiality provisions.
On June 2, 2025, Resource Group US also entered
into an amended and restated consulting agreement (the “Burnham Consulting Agreement”) with JDB Consulting Services, Inc., a company controlled by Mr. Burnham (“JDB”), and Mr. Burnham. Pursuant to the Burnham Consulting Agreement,
JDB will receive a consulting fee of $25,000 a month and a $1,250 monthly car reimbursement, will be eligible to receive bonuses or incentive
equity awards from Resource Group US, at its sole discretion, and will be responsible for overseeing financial matters, including planning
and analysis, collaborating with team members to develop and execute overall business strategy, driving revenue growth and identifying
new business opportunities. The term of Burnham Consulting Agreement continues from and after its June 2, 2025 effective date until terminated
by either party for cause or without cause, or by reason of Mr. Burnham’s death or disability. If the Burnham Consulting Agreement
is terminated by the Company without cause or by JDB for cause the Company will pay JDB a termination fee equal to $600,000, plus $72,000
for health insurance reimbursement, payable in monthly installments of $28,000 after JDB has executed and delivered a general release
of claims to the Company. Pursuant to the Burnham Consulting Agreement, JDB is subject to a 24-month post-termination non-compete and
non-solicit of employees and clients. JDB is also bound by confidentiality provisions.
The foregoing descriptions of the Cialone Consulting Agreement and
Burnham Consulting Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached
hereto as Exhibits 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.
Item 8.01. Other Events.
On June 20, 2025, the Company issued a press
release announcing the appointment of Messrs. Borg, Burnham and Cialone to the Board.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Exhibit Description |
| 10.1 |
|
Amended and Restated Consulting Agreement, dated as of June 2, 2025, by and between Resource Group US LLC and AMC Environmental Consulting LLC |
| 10.2 |
|
Amended and Restated Consulting Agreement, dated as of June 2, 2025, by and between Resource Group US LLC and JDB Consulting Services, Inc. |
| 99.1 |
|
Press Release, dated June 20, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
SAFE AND GREEN
DEVELOPMENT CORPORATION |
| |
|
| Dated: June 24, 2025 |
By: |
/s/ Nicolai Brune |
| |
|
Name: |
Nicolai Brune |
| |
|
Title: |
Chief Financial Officer |
