Safe and Green (NASDAQ: SGD) loses $100M financing right, consultant departs

Rhea-AI Filing Summary

Safe and Green Development Corporation reported that investors’ contractual right of first refusal to participate in future equity or debt financings has expired under a June 29, 2025 Securities Purchase Agreement. The right lapsed because no qualifying $100,000,000 or greater private placement financing, letter of intent, or completed transaction with a third party occurred within the timeframes defined as a Treasury Opportunity. As a result of this Treasury Opportunity Failure, a related June 29, 2025 Consulting Agreement with Bill Panagiotakopoulos terminated pursuant to its terms, and his resignation as consultant to the company became effective.

Insights

Capital structure and governance analyst

Contractual financing rights and a related consulting role ended after no $100 million transaction materialized.

The company states that investors’ right of first refusal to participate in future equity or debt sales expired under a June 29, 2025 Securities Purchase Agreement. This expiration was triggered because no $100,000,000 or greater private placement financing, letter of intent, or completed Treasury Opportunity occurred within the specified periods. The change affects how future capital raises may be structured, since those investors no longer hold this contractual participation right.

The filing also links this outcome to a Consulting Agreement with Bill Panagiotakopoulos, which terminated automatically upon the Treasury Opportunity Failure. His resignation as consultant became effective at the same time. The disclosure focuses on contractual mechanics rather than new financing, so any impact on future capital-raising plans or advisory resources would depend on subsequent transactions and company decisions that are not detailed here.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): August 26, 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 8.01 Other Events

On August 26, 2025, Safe and Green Development Corporation (the “Company”) provided written notice under the Securities Purchase Agreement, dated June 29, 2025 (the “Purchase Agreement”), between the Company and the investors signatory thereto (the “Investors”), that the Investors’ right of first refusal (as set forth in the Purchase Agreement) to participate in any proposed sale of equity or debt securities of the Company had expired pursuant to its terms by reason of: (i) the Company not being presented by the Investors with a $100,000,000 or greater private placement financing with a third-party within three (3) business days of the Purchase Agreement (the “Treasury Opportunity”); (ii) the Company not receiving or entering into any letter of intent (“Letter of Intent”) with a third-party for a $100,000,000 or greater Treasury Opportunity; and (iii) the Company not consummating a $100,000,000 or greater Treasury Opportunity thirty (30) days from the execution of any Letter of Intent or otherwise (each, a “Treasury Opportunity Failure”).

In addition, as a result of the Treasury Opportunity Failure, the Consulting Agreement, dated June 29, 2025, by and between the Company and Bill Panagiotakopoulos terminated pursuant to its terms and Mr. Panagiotakopoulos’ resignation as consultant to the Company became effective.

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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: August 29, 2025	By:	/s/ Nicolai Brune
		Name:	Nicolai Brune
		Title:	Chief Financial Officer

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FAQ

What did Safe and Green Development Corporation (SGD) disclose in this 8-K?

The company disclosed that investors’ right of first refusal to participate in future equity or debt financings under a June 29, 2025 Securities Purchase Agreement has expired, and that a related Consulting Agreement with Bill Panagiotakopoulos has terminated, making his resignation as consultant effective.

Why did the investors right of first refusal with SGD expire?

Safe and Green Development Corporation stated that the right of first refusal expired because no $100,000,000 or greater private placement financing with a third party was presented, no letter of intent for such a transaction was entered into, and no $100,000,000 or greater Treasury Opportunity was consummated within the specified timeframes.

What is a Treasury Opportunity in the SGD disclosure?

The filing defines a Treasury Opportunity as a $100,000,000 or greater private placement financing with a third party, including steps such as presenting the opportunity, entering into a letter of intent, and consummating the transaction within the deadlines set in the June 29, 2025 Securities Purchase Agreement.

How did the Treasury Opportunity Failure affect SGDs Consulting Agreement?

Due to the Treasury Opportunity Failure, the Consulting Agreement dated June 29, 2025 between Safe and Green Development Corporation and Bill Panagiotakopoulos terminated pursuant to its terms, and his resignation as consultant to the company became effective.

Does this SGD 8-K announce a new financing transaction?

No. The disclosure explains that specified conditions for a $100,000,000 or greater Treasury Opportunity were not met and describes the resulting expiration of investors rights and termination of a consulting arrangement, rather than announcing a new financing.

Who signed the SGD 8-K related to the right of first refusal expiration?

The report was signed on behalf of Safe and Green Development Corporation by Nicolai Brune, who is identified as the companys Chief Financial Officer.