Safe & Green Development Corp. Relocates HQ

TL;DR

SGMD moved its HQ to Miami, FL effective Oct 7. New address: 100 Biscayne Blvd., #1201.

AI Summary

Safe & Green Development Corp. filed an 8-K on October 8, 2024, reporting material modifications to security holder rights and other events. The filing indicates a change in the company's principal executive offices to 100 Biscayne Blvd., #1201, Miami, FL 33132, effective October 7, 2024. This move from Jacksonville, FL, suggests a strategic shift or expansion for the real estate development company.

Why It Matters

A change in principal executive offices can signal strategic shifts, growth, or operational changes within a company, potentially impacting its future direction and investor outlook.

Risk Assessment

Risk Level: low — The filing primarily concerns a change in the company's principal executive offices, which is a routine administrative event with no immediate financial or operational risks disclosed.

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• October 7, 2024 (date) — Effective date of change
• October 8, 2024 (date) — Filing date
• 100 Biscayne Blvd., #1201 Miami, FL 33132 (location) — New Principal Executive Offices
• 5011 GATE PARKWAY BUILDING 100 JACKSONVILLE FL 32256 (location) — Previous Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 SGD The Nasdaq Stock Market LLC I

Filing Documents

• ea0216992-8k_safe.htm (8-K) — 34KB
• ea021699201ex3-1_safe.htm (EX-3.1) — 9KB
• ea021699201ex99-1_safe.htm (EX-99.1) — 12KB
• 0001213900-24-086268.txt ( ) — 238KB
• sgd-20241007.xsd (EX-101.SCH) — 3KB
• sgd-20241007_lab.xml (EX-101.LAB) — 33KB
• sgd-20241007_pre.xml (EX-101.PRE) — 22KB
• ea0216992-8k_safe_htm.xml (XML) — 4KB

03. Material Modification to Rights of Security

Item 3.03. Material Modification to Rights of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Reverse Split As previously reported, on July 2, 2024, the stockholders of Safe and Green Development Corporation, a Delaware corporation (the "Company"), approved a proposal at the Company's annual meeting of stockholders (the "Annual Meeting") amending the Company's Amended and Restated Certificate of Incorporation, to effect a reverse stock split of the Company's issued and outstanding common stock, par value $0.001 per share (the "Common Stock") at a ratio in the range of 1-for-2 to 1-for-20, with the ratio within such range to be determined at the discretion of the Board of Directors and included in a public announcement, subject to the authority of the Board of Directors to abandon such amendment . Subsequently, the Company's Board of Directors approved a final split ratio of 1-for-20 with such stock split to be effective as of October 8, 2024. Following such approval, on October 7, 2024, the Company filed a Certificate of Amendment (the "Amendment") to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect the reverse stock split, with an effective time (the "Effective Time") of 12:01 a.m. Eastern Time on October 8, 2024 (the "Reverse Stock Split"). The Reverse Stock Split will not impact the number of authorized shares of Common Stock which remains at 50,000,000 shares. Split Adjustment; Treatment of Fractional Shares As a result of the 1-for-20 Reverse Stock Split, each twenty (20) pre-split shares of Common Stock outstanding will automatically combine into one (1) new share of Common Stock without any action on the part of the holders, and the number of outstanding shares Common Stock will be reduced from approximately 19 million shares to approximately 1 million shares (subject to rounding of fractional shares, which will be paid in cash). Proportional adjustments will also be made to the number of share

01. Other Events

Item 8.01. Other Events. In addition, on October 4, 2024, the Company issued a press release relating to the Reverse Stock Split described in this Current Report on Form 8-K. The Reverse Stock Split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining the listing of the Company's Common Stock on the Nasdaq Capital Market. However, there can be no assurance that the Reverse Stock Split will have the desired effect of sufficiently raising the bid price of the Common Stock for the required period. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description of Exhibits 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Safe and Green Development Corporation 99.1 Press release of Safe and Green Development Corporation, dated October 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

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: October 8, 2024 By: /s/ Nicolai Brune Name: Nicolai Brune Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR