Safe & Green Development Corp. Files 8-K with Material Agreements

TL;DR

SGC enters material agreement, sells equity, files financials. Big moves ahead.

AI Summary

On September 19, 2024, Safe & Green Development Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing details are associated with accession number 0001213900-24-081449.

Why It Matters

This 8-K filing indicates significant corporate actions, including definitive agreements and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-41581 — SEC File Number (Identifies the company's filing with the SEC.)
• 87-1375590 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• 0001213900-24-081449 (filing_id) — Accession Number
• September 19, 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
• $10,277,777 — rs in the aggregate principal amount of $10,277,777 together with warrants to purchase a nu
• $0 — ersion price equal to the lesser of (i) $0.259, and (ii) 92.5% of lowest daily vol
• $0.045 — isions, and subject to a floor price of $0.045. If an event of default occurs, the hol
• $50.0 million — o direct Arena Global to purchase up to $50.0 million in shares of the Company's common stock
• $0.01 — s common stock, at an exercise price of $0.01 per share (the "Commitment Fee Warrant

Filing Documents

• ea0215462-8k_safe.htm (8-K) — 34KB
• 0001213900-24-081449.txt ( ) — 209KB
• sgd-20240919.xsd (EX-101.SCH) — 3KB
• sgd-20240919_lab.xml (EX-101.LAB) — 33KB
• sgd-20240919_pre.xml (EX-101.PRE) — 22KB
• ea0215462-8k_safe_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. On September 19, 2024, Safe and Green Development Corporation (the "Company") and Arena Special Opportunities Partners II, LP, Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP (collectively, the "Arena Investors") entered into a Global Amendment to 10% Original Issue Discount Secured Convertible Debentures (the "Amendment"). The Amendment amends the interest provision of the debentures issued on August 12, 2024 (the "First Closing Debentures") to the Arena Investors. The First Closing Debentures were issued together with warrants (the "First Closing Warrants") to purchase up to 1,299,242 shares of the Company's common stock pursuant to a Securities Purchase Agreement, dated August 12, 2024 (the "SPA") between the Company and the Arena Investors. The SPA related to a private placement offering of up to five secured convertible debentures to the Arena Investors in the aggregate principal amount of $10,277,777 together with warrants to purchase a number of shares of the Company's common stock equal to 20% of the total principal amount of the Debentures sold divided by 92.5% of the lowest daily VWAP (as defined in the SPA) for the Company's common stock during the ten consecutive trading day period preceding the respective closing dates. Pursuant to the Amendment, the First Closing Debentures bear interest at a rate of 10% per annum paid-in-kind ("PIK Interest") unless there is an event of default under the applicable First Closing Debenture. The PIK Interest shall be added to the outstanding principal amount of the applicable First Closing Debenture on a monthly basis as additional principal obligations thereunder for all purposes thereof (including the accrual of interest thereon at the rates applicable to the principal amount generally). Upon the occurrence and during the continuance of an event of default under the applic

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 First Closing Debentures, the First Closing Warrants and the shares of the Company's common stock to be issued under the First Closing Debentures and the First Closing Warrants and issued or to be issued under the ELOC Agreement (including the Initial Commitment Fee Shares) 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 Company 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 The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Exhibit Description 4.1 Global Amendment to 10% Original Issue Discount Secured Convertible Debentures (incorporated herein by reference to Exhibit 4.14 to the Company's Registration Statement on Form S-1 as filed by the Company with the Securities and Exchange Commission on September 20, 2024 (Registration Statement No. 333-281889)) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) 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: September 24, 2024 By: /s/ Nicolai Brune Name: Nicolai Brune Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR