Safe & Green Development Corp. Files 8-K

TL;DR

SGC enters new debt/equity deals, filing shows.

AI Summary

Safe & Green Development Corp. entered into a material definitive agreement on May 22, 2024, related to a direct financial obligation. The company also reported on the unregistered sales of equity securities. The filing details financial statements and exhibits.

Why It Matters

This 8-K filing indicates potential new financial obligations and equity transactions for Safe & Green Development Corp., which could impact its financial structure and stock.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements, direct financial obligations, and unregistered sales of equity, which can introduce financial risks and dilution.

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• May 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 SGD The Nasdaq Stock Market LLC I
• $350,000.00 — f Three Hundred Fifty Thousand Dollars ($350,000.00) (the "Second Debenture") to Peak One a
• $315,000 — old to Peak One for a purchase price of $315,000, representing an original issue discoun
• $0 — interest at a conversion price equal to $0.60, subject to adjustment for any stock
• $0.165 — ns that are subject to a floor price of $0.165. Based upon the floor price, the maximu
• $10,000 — of the second tranche, the Company paid $10,000 as a non-accountable fee to Peak One to
• $1,500,000.00 — any receives cash proceeds of more than $1,500,000.00 ("Minimum Threshold") in the aggregate
• $18,900 — ng, the Company paid a placement fee of $18,900 to Maxim. The number of shares of the
• $350,000 — ay 23, 2024, in the principal amount of $350,000 4.2* Warrant, dated May 23, 2024

Filing Documents

• ea0206866-8k_safe.htm (8-K) — 40KB
• ea020686601ex4-1_safe.htm (EX-4.1) — 77KB
• ea020686601ex4-2_safe.htm (EX-4.2) — 65KB
• ea020686601ex10-2_safe.htm (EX-10.2) — 13KB
• ea020686601ex10-3_safe.htm (EX-10.3) — 10KB
• 0001213900-24-046640.txt ( ) — 427KB
• sgd-20240522.xsd (EX-101.SCH) — 3KB
• sgd-20240522_lab.xml (EX-101.LAB) — 33KB
• sgd-20240522_pre.xml (EX-101.PRE) — 22KB
• ea0206866-8k_safe_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. On May 24, 2024, Safe and Green Development Corporation (the "Company") closed the second tranche of its private placement offering (the "Offering") with Peak One Opportunity Fund, L.P. ("Peak One") under the Securities Purchase Agreement, dated April 29, 2024, as amended on May 22, 2024 (the "Purchase Agreement"), between the Company and Peak One, pursuant to which the Company issued an 8% convertible debenture in principal amount of Three Hundred Fifty Thousand Dollars ($350,000.00) (the "Second Debenture") to Peak One and a warrant (the "Second Warrant") to purchase up to Two Hundred Sixty Two Thousand Five Hundred (262,500) shares of the Company's common stock, par value $0.001 (the "Common Stock") to Peak One's designee as described in the Purchase Agreement. The Second Debenture was sold to Peak One for a purchase price of $315,000, representing an original issue discount of ten percent (10%). The Second Debenture matures twelve months from its date of issuance and bears interest at a rate of 8% per annum payable on the maturity date. The Second Debenture is convertible, at the option of the holder, at any time, into such number of shares of Common Stock of the Company equal to the principal amount of the Second Debenture plus all accrued and unpaid interest at a conversion price equal to $0.60, subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price of $0.165. Based upon the floor price, the maximum number of shares issuable upon conversion of the Second Debenture is 2,290,909 shares of Common Stock. In connection with the closing of the second tranche, the Company paid $10,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs and issued to Peak One and its designee an aggregate total of 80,000 shares of its restricte

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The shares of the Company's Common Stock issued, and the shares to be issued, under the Purchase Agreement, the Second Debenture and the Second Warrant were, and will be, sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. The shares of Common Stock have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 4.1* Debenture, dated May 23, 2024, in the principal amount of $350,000 4.2* Warrant, dated May 23, 2024 10.1 Securities Purchase Agreement, dated April 29, 2024 (incorporated by reference Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 3, 2024 (File No. 001-41581) 10.2* Amendment No. 1 to Securities Purchase Agreement, dated May 22, 2024 10.3* Amendment to Registration Rights Agreement dated May 22, 2024 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) * Filed herewith 2

SIGNATURES

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: May 24, 2024 By: /s/ Nicolai Brune Name: Nicolai Brune Title: Chief Financial Officer 3

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View this 8-K filing on SEC EDGAR