[SCHEDULE 13G/A] Safe & Green Development Corp SEC Filing

Rhea-AI Filing Summary

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.

Positive

• Material disclosed stake: Strategic EP reports ownership equal to 20.5% of common stock on a diluted basis, a significant minority position.
• Clear voting authority: The filer reports sole voting and dispositive power over 890,020 shares, indicating centralized control of the reported position.
• Transparent conversion terms: Convertible debentures convert at 92.5% of the lowest 10-day VWAP with a $0.90 floor, providing clear mechanics for potential conversion.

Negative

• Exercise caps limiting expansion: Pre-funded warrants and warrants representing 112,897 and 267,744 shares cannot be exercised to the extent exercise would push ownership above 4.99% (or 9.99% if elected), constraining immediate increase in ownership.
• Potential dilution complexity: The position includes warrants and convertible debentures that can dilute or alter ownership if exercised or converted, creating future uncertainty about share count and control.

Insights

Securities Analyst

TL;DR: Strategic EP holds a material 20.5% economic stake including convertibles and warrants, giving it meaningful influence but with exercise caps on some instruments.

This Schedule 13G/A discloses a significant minority position: 890,020 shares representing 20.5% of diluted common shares as calculated by the filer. The position mixes outright shares, exercisable warrants and convertible debentures, which can expand economic exposure without immediate voting dilution until exercised or converted. The convertible debentures convert at 92.5% of the lowest 10-day VWAP subject to a $0.90 floor, which ties conversion economics to recent market prices. Important limitations exist on certain pre-funded warrants and warrants that prevent exercise above 4.99% (or 9.99% if elected), which constrains outright ownership expansion and potential control moves. For investors, the composition of the stake (debt-like convertibles plus equity derivatives) matters for future dilution and governance outcomes.

Corporate Governance Expert

TL;DR: The holder reports sole voting and dispositive power over the 890,020 shares, indicating centralized control of the disclosed position.

The filing shows Strategic EP asserts sole voting and dispositive power for the aggregate reported shares, which signals the filing entity will be the decision-maker for voting these shares. The disclosure also explicitly certifies the securities were not acquired to change or influence control of the issuer. From a governance perspective, a 20.5% reported stake is material and likely warrants closer board and investor attention, particularly because the position includes instruments that can convert into additional equity under formula-based pricing. The exercise caps on other instruments limit automatic escalation of ownership, which is relevant for control analysis.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Safe and Green Development Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

78637J204

(CUSIP Number)

09/17/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 78637J204

1

Names of Reporting Persons

Strategic EP, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 890,020.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 890,020.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

890,020.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

20.5 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported amount includes (i) 305,250 shares of Common Stock directly held by the Reporting Person; (ii) 253,454 shares of Common Stock issuable upon exercise of warrants; and (iii) 331,316 shares of Common Stock underlying $298,184.40 aggregate principal amount of convertible debentures of the Issuer held by the Reporting Person, which debentures are convertible into shares of Common Stock at a price per share equal to 92.5% of the lowest 10-day VWAP with a floor of $0.90. Does not include 112,897 shares of Common Stock issuable upon exercise of pre-funded warrants and 267,744 shares of Common Stock issuable upon exercise of warrants. These pre-funded warrants and warrants contain a provision, which precludes the exercise of the pre-funded warrants and warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding. The percentage is based on 3,758,665 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Form 10-Q filed with the SEC on August 15, 2025, plus 331,316 shares of Common Stock underlying the convertible debentures and 253,454 shares of Common Stock underlying the warrants.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Safe and Green Development Corporation
(b)	Address of issuer's principal executive offices: 100 Biscayne Blvd., #1201, Miami, FL 33132
Item 2.
(a)	Name of person filing: Strategic EP, LLC
(b)	Address or principal business office or, if none, residence: 1050 Crown Pointe Parkway, Suite 500, Atlanta, GA 30338
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Stock, $0.001 par value per share
(e)	CUSIP No.: 78637J204
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The reported amount includes (i) 305,250 shares of Common Stock directly held by the Reporting Person; (ii) 253,454 shares of Common Stock issuable upon exercise of warrants; and (iii) 331,316 shares of Common Stock underlying $298,184.40 aggregate principal amount of convertible debentures of the Issuer held by the Reporting Person, which debentures are convertible into shares of Common Stock at a price per share equal to 92.5% of the lowest 10-day VWAP with a floor of $0.90. Does not include 112,897 shares of Common Stock issuable upon exercise of pre-funded warrants and 267,744 shares of Common Stock issuable upon exercise of warrants. These pre-funded warrants and warrants contain a provision, which precludes the exercise of the pre-funded warrants and warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding.
(b)	Percent of class: 20.5% The percentage is based on 3,758,665 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Form 10-Q filed with the SEC on August 15, 2025, plus 331,316 shares of Common Stock underlying the convertible debentures and 253,454 shares of Common Stock underlying the warrants. %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 890,020
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 890,020
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Strategic EP, LLC

Signature:	/s/ Alexander Chase Deitch
Name/Title:	Alexander Chase Deitch/Manager
Date:	09/26/2025

FAQ

How many shares of SGD does Strategic EP, LLC report owning?

890,020 shares beneficially owned, representing 20.5% on the filer’s reported diluted basis.

What instruments contribute to Strategic EP’s 20.5% stake in SGD?

305,250 directly held shares, 253,454 shares issuable on warrants and 331,316 shares underlying convertible debentures (aggregate principal $298,184.40).

What are the conversion terms for the debentures?

The debentures convert into common stock at 92.5% of the lowest 10-day VWAP with a conversion price floor of $0.90.

Are there restrictions on exercising additional warrants or pre-funded warrants?

Yes. Pre-funded warrants (112,897 shares) and warrants (267,744 shares) include provisions preventing exercise to the extent that post-exercise ownership would exceed 4.99% (or 9.99% at holder election).

Who signed the filing for Strategic EP, LLC and when?

The filing was signed by Alexander Chase Deitch, Manager on 09/26/2025.