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

TL;DR

SGMD filed an 8-K detailing material agreements, equity sales, and bylaw changes effective Oct 16, 2025.

AI Summary

On October 16, 2025, Safe & Green Development Corp. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Additionally, amendments to its articles of incorporation or bylaws and a change in fiscal year were noted, along with a Regulation FD disclosure and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and potential changes to shareholder rights, which could impact the company's future operations and stock performance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, unregistered equity sales, and modifications to security holder rights, suggesting potentially significant corporate changes that warrant careful investor scrutiny.

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• October 16, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 001-41581 (identifier) — Commission File Number
• 87-1375590 (identifier) — I.R.S. Employer Identification Number

FAQ

Key Financial Figures

• $0.001 — ch Registered Common Stock, par value $0.001 SGD The Nasdaq Stock Market LLC I
• $1.36 — tible at an initial conversion price of $1.36 per share into 6,617,647 shares of comm
• $25.00 — older, for a combined purchase price of $25.00 for each share of Preferred Stock and a
• $8.175 m — he Private Placement were approximately $8.175 million, after deducting placement agent
• $0.242 — lar events, subject to a floor price of $0.242 (the "Floor Price"). The issuance of al
• $150,000 — f the Private Placement, and (ii) up to $150,000 for legal fees and other out-of-pocket

Filing Documents

• ea0261675-8k_safe.htm (8-K) — 71KB
• ea026167501ex3-1_safe.htm (EX-3.1) — 103KB
• ea026167501ex3-2_safe.htm (EX-3.2) — 8KB
• ea026167501ex4-1_safe.htm (EX-4.1) — 148KB
• ea026167501ex10-1_safe.htm (EX-10.1) — 281KB
• ea026167501ex10-2_safe.htm (EX-10.2) — 171KB
• ea026167501ex99-1_safe.htm (EX-99.1) — 11KB
• ex99-1_001.jpg (GRAPHIC) — 40KB
• 0001213900-25-101289.txt ( ) — 1186KB
• sgd-20251016.xsd (EX-101.SCH) — 3KB
• sgd-20251016_lab.xml (EX-101.LAB) — 33KB
• sgd-20251016_pre.xml (EX-101.PRE) — 22KB
• ea0261675-8k_safe_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On October 16, 2025, Safe and Green Development Corporation (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with institutional investors (the "Purchasers") for the issuance and sale in a private placement transaction (the "Private Placement") of 360,000 shares of a newly designated series of Series B Non-Voting Convertible Preferred Stock (the "Preferred Stock") convertible at an initial conversion price of $1.36 per share into 6,617,647 shares of common stock (the "Conversion Shares") and common warrants (the "Warrants") to purchase up to 6,617,647 shares of common stock (the "Warrant Shares") exercisable at an initial exercise price of $1.36 per share, subject, among other things, to adjustment, shareholder approval and certain beneficial ownership limitations set by each holder, for a combined purchase price of $25.00 for each share of Preferred Stock and accompanying Warrant, which pricing was designed to be in accordance with the "Minimum Price" requirement as defined in the Nasdaq rules. The Private Placement closed on October 17, 2025 (the "Closing Date"). The net proceeds to the Company from the Private Placement were approximately $8.175 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company. The Company intends to use a portion of the net proceeds from the Private Placement to accelerate operational expansion at its Resource Group site in Myakka City, Florida, including to purchase additional processing equipment intended to increase material throughput and open new revenue channels within existing compost and organics handling activities. The Company also intends to apply a portion of the proceeds toward reducing certain debt obligations, for strategic investments and acquisitions and for working capital purposes, including supporting the scaling of Resource Group's

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 Preferred Stock issued under the Purchase Agreement were, and the shares of the Company's Common Stock to be issued upon conversion of the Preferred Stock or exercise of the Warrants 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 Preferred Stock and 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. The Company relied, in part on representations made by the Purchasers in the Purchase Agreement. Each Purchaser has represented that it is an "accredited investor" as defined in Regulation D of the Securities Act and that it is acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends will be affixed to the securities. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders . The matters described in Item 1.01 of this Current Report on Form 8-K related to the Preferred Stock and the Certificate of Designation are incorporated herein by reference, a copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and incorporated herein by reference. -6-

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Certificate of Designation The matters described in Item 1.01 of this Current Report on Form 8-K related to the Preferred Stock and the Certificate of Designation are incorporated herein by reference, a copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and incorporated herein by reference. Certificate of Amendment to Amended and Restated Certificate of Incorporation On October 16, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware that increased the number of the Company's authorized shares of Common Stock from 100,000,000 shares to 500,000,000 shares. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.

01. Regulation

Item 7.01. Regulation FD Disclosure. On October 16, 2025, the Company issued a press release (the "Press Release") announcing the pricing of the Private Placement. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto are furnished and shall not be deemed to be "filed" with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except

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View this 8-K filing on SEC EDGAR