Welcome to our dedicated page for Safe & Green Development SEC filings (Ticker: SGD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Safe and Green Development Corporation (NASDAQ: SGD) filings page on Stock Titan provides access to the company’s public reports and disclosures as filed with the U.S. Securities and Exchange Commission. These documents include current reports on Form 8-K, proxy materials on Schedule 14A, and registration statements on Form S-1 and S-1/A, among other filings. Together, they outline how the company describes its business as a real estate development and environmental solutions company with organics processing, engineered soils, and logistics operations.
Investors can review Form 8-K filings for material events such as private placements of Series B Non-Voting Convertible Preferred Stock and warrants, the acquisition of Resource Group US Holdings LLC, changes to incentive compensation plans, and updates on debt obligations. These reports often reference the company’s 80+ acre organics processing facility in Florida, its Resource Group subsidiary, and its efforts to expand materials processing capacity and logistics services.
The definitive proxy statement on Schedule 14A details shareholder proposals including approvals related to preferred stock conversion, warrant exercise, authorized share increases, and amendments to equity incentive plans. Registration statements on Form S-1 and S-1/A describe the terms of the Series B preferred stock, associated common stock, and related risk factors and use of proceeds.
On Stock Titan, these SGD filings are paired with AI-powered summaries designed to highlight key points from lengthy documents, such as proposed share issuances, financing structures, and changes in capital structure. Users can quickly locate quarterly and annual reporting references contained in 8-K exhibits, track developments affecting common shareholders, and review how the company’s disclosures connect to its environmental processing and real estate monetization strategies.
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.
Safe and Green Development Corporation (SGD) filed a Form 8-K reporting a material event consisting of an amendment to the Safe and Green Development 2023 Incentive Compensation Plan. The filing includes an Interactive Data File as Exhibit 104 (Inline XBRL). The Form 8-K was signed by Nicolai Brune, Chief Financial Officer, and is dated September 30, 2025. The cover page references Common Stock, par value $0.001 and lists The Nasdaq Stock Market LLC as the trading market.
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.
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.
Safe and Green Development Corporation filed a second amendment to a prior current report to add a missing exhibit. This 8-K/A (Amendment No. 2) simply includes Exhibit 23.1, the consent of M&K CPA’s, PLLC, the independent registered public accounting firm. Other than updating the exhibit index to reflect this consent, the amendment does not change any previously reported information or financial disclosures.
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.
Safe and Green Development Corporation furnished an update on its business by issuing a press release with financial information for the quarter ended June 30, 2025. The company used a current report to make this information available, but specified that the press release and related details are being provided as supplemental information rather than as part of its formal, filed financial statements. The press release is attached as an exhibit to the report for investors who want to review the quarterly financial results.