Safe & Green Development Corp. Files 8-K: Material Agreement, Asset Deal, Delisting Notice

TL;DR

SGMD entered a big deal & sold assets, but might get delisted. Big changes ahead.

AI Summary

Safe & Green Development Corp. announced on February 11, 2024, that it entered into a material definitive agreement. The company also completed an acquisition or disposition of assets. Additionally, Safe & Green Development Corp. provided notice of delisting or failure to meet listing standards, indicating potential issues with its stock exchange listing.

Why It Matters

This filing signals significant corporate activity, including a major agreement and asset transaction, but also raises concerns about the company's ability to maintain its stock exchange listing.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet listing standards indicates a significant risk to the company's public trading status.

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• February 11, 2024 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 SGD The Nasdaq Stock Market LLC I
• $4.5 million — I-Cumberland in the principal amount of $4.5 million. The Note bears interest at the rate of
• $2,018,263 — stockholders' equity of the Company of $2,018,263 as of June 30, 2024, as reported in the
• $2,500,000 — 4, was below the minimum requirement of $2,500,000 (the "stockholders' equity requirement"
• $35 m — a market value of listed securities of $35 million, or net income from continued ope
• $500,000 — net income from continued operations of $500,000 in the most recently completed fiscal y

Filing Documents

• ea0230787-8k_safe.htm (8-K) — 34KB
• ea023078701ex10-1_safe.htm (EX-10.1) — 51KB
• ea023078701ex10-2_safe.htm (EX-10.2) — 33KB
• 0001213900-25-013032.txt ( ) — 308KB
• sgd-20240211.xsd (EX-101.SCH) — 3KB
• sgd-20240211_lab.xml (EX-101.LAB) — 33KB
• sgd-20240211_pre.xml (EX-101.PRE) — 22KB
• ea0230787-8k_safe_htm.xml (XML) — 4KB

01. Entry Into a Material Definitive

Item 1.01. Entry Into a Material Definitive Agreement. On February 11, 2025, Safe and Green Development Corporation (the "Company") entered into an Amendment (this "Amendment") to the Operating Agreement, dated June 24, 2021 (the "Operating Agreement"), for JDI-Cumberland Inlet, LLC, a Georgia limited liability company ("JDI-Cumberland"), by and between the Company and Jacoby Development Inc., a Georgia corporation ("JDI"), and a Forced Sale Agreement by and between the Company and JDI, pursuant to which JDI-Cumberland acquired the Company's 10% equity interest (the "LLC Interest") in JDI-Cumberland in exchange for a promissory note (the "Note") from JDI-Cumberland in the principal amount of $4.5 million. The Note bears interest at the rate of 6.5% per annum, matures on February 6, 2026 and is secured by a pledge of a 10% equity interest in JDI-Cumberland. Payment of the Note is also guaranteed by JDI. The foregoing description of the Amendment and Forced Sale Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Amendment and Forced Sale Agreement, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference.

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth under Item 1.01 above of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

01. Notice of Delisting or Failure to

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on August 26, 2024, the Company received a letter from The Nasdaq Stock Market ("Nasdaq") stating that the Company was not in compliance with Nasdaq Listing Rule 5550(b)(1) (the "Rule") because the stockholders' equity of the Company of $2,018,263 as of June 30, 2024, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on August 14, 2024, was below the minimum requirement of $2,500,000 (the "stockholders' equity requirement"). As of the date of this Current Report on Form 8-K, the Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards for continued listing on the Nasdaq Capital Market. 1 Pursuant to Nasdaq's Listing Rules, the Company submitted to Nasdaq a plan to evidence compliance with the Rule (a "Compliance Plan") and requested an extension through February 24, 2025 to evidence compliance with the Rule. In its Submission, the Company outlined multiple initiatives (the "Initiatives") to evidence and sustain compliance with the Rule which included negotiating the sale of certain land parcels and working on independent and joint business development. Based on the Company's submission on January 22, 2025, the Company received written notification from Nasdaq granting the Company's request for an extension through February 24, 2025 to evidence compliance with the Rule. The terms of the extension are as follows: on or before February 24, 2025, the Company must complete a significant portion of its Initiatives and may evidence compliance with the Rule by furnishing to the SEC and Nasdaq a publicly available report including: 1. A disclosure of St

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 10.1 Amendment to Operating Agreement, by and between the Company and Jacoby Development Inc., dated February 11, 2025 10.2 Forced Sale Agreement, by and between the Company and Jacoby Development Inc., dated February 11, 2025 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) 3

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: February 12, 2025 By: /s/ Nicolai Brune Name: Nicolai Brune Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR