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.
Safe and Green Development Corp filings document the company's transition into RenX Enterprises Corp and its public-company reporting as an emerging growth company with common stock listed on Nasdaq. The record includes Form 8-K disclosures for material agreements, Regulation FD updates, operating and financial results, listing-rule notices and capital-structure changes.
Key filing subjects include private placements involving senior convertible notes, warrants and preferred stock, proxy materials seeking shareholder approval for share issuances, and certificate amendments related to reverse-stock-split authority. The filings also document Nasdaq minimum-bid-price compliance matters, security-holder rights, governance votes and the financing arrangements used to support the company's environmental processing and sustainable materials platform.
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.
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.