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

Rhea-AI Filing Summary

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.

Positive

• 584,770 shares disclosed representing a clear 11% economic interest
• Convertible debentures include a defined conversion mechanism at 92.5% of the lowest 10‑day VWAP with a $0.90 floor
• Pre‑funded warrants and warrants contain exercise caps at 4.99% (or 9.99%), limiting immediate concentration

Negative

• Position relies on 253,454 warrant shares and 331,316 debenture‑linked shares, presenting dilution risk to existing shareholders
• Convertible debentures and warrants could increase outstanding shares if converted/exercised, altering ownership percentages

Insights

Capital Markets Analyst

Holder reports an 11% economic stake driven by warrants and convertible debentures.

The filing shows an aggregate beneficial position of 584,770 shares (listed as 11% of the class) that combines exercised warrants and convertible debentures rather than ordinary open‑market share purchases. This structure creates potential dilution because the 331,316 debenture‑linked shares and 253,454 warrant shares expand the issuer's fully diluted share count when converted or exercised.

The debentures convert at 92.5% of the lowest 10‑day VWAP with a $0.90 floor and amount to $298,184.40 principal, a specific contractual term that will determine conversion timing and conversion price mechanics.

Corporate Governance Specialist

Exercise limits and certification indicate non‑control intent.

The filing discloses that certain pre‑funded warrants and warrants are subject to an ownership cap preventing exercises that would exceed 4.99% (or 9.99% at election), which constrains immediate voting concentration from those instruments.

The signer certifies the securities were not acquired to change or influence control, a standard Schedule 13G assertion that differentiates this passive disclosure from an active Schedule 13D filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Safe and Green Development Corporation

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

78637J204

(CUSIP Number)

09/23/2025

(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 584,770.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 584,770.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

584,770.00

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)

11 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: The reported amount includes (i) 253,454 shares of Common Stock issuable upon exercise of warrants; and (ii) 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 4,855,066 shares of Common Stock outstanding, as of September 23, 2025, as reported by the Issuer in its Form S-1 filed with the SEC on September 26, 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 4.	Ownership
(a)	Amount beneficially owned: The reported amount includes (i) 253,454 shares of Common Stock issuable upon exercise of warrants; and (ii) 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: 11% The percentage is based on 4,855,066 shares of Common Stock outstanding, as of September 23, 2025, as reported by the Issuer in its Form S-1 filed with the SEC on September 26, 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: 584,770
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 584,770
	(iv) Shared power to dispose or to direct the disposition of: 0
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:	10/02/2025

FAQ

What stake does Strategic EP, LLC hold in Safe & Green Development Corp (SGD)?

Strategic EP, LLC reports beneficial ownership of 584,770 shares, equal to 11% of the class on the filing's stated basis.

How many shares are tied to warrants and convertible debentures in the SGD filing?

The filing includes 253,454 shares issuable upon warrants and 331,316 shares underlying convertible debentures (from $298,184.40 principal).

What are the conversion terms for the convertible debentures mentioned in the SGD 13G/A?

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

Are there limits on exercising warrants disclosed in the SGD filing?

Yes. Pre‑funded warrants and warrants cannot be exercised to the extent that, after exercise, the holder would own more than 4.99% (or, at holder election, 9.99%) of outstanding common stock.

Does the filing state Strategic EP intends to influence control of Safe & Green Development Corp (SGD)?

No. The signer certifies the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.