Safe & Green Development Corp. Files S-1/A Amendment

TL;DR

S&G files S-1/A amendment, more SEC paperwork for this real estate co.

AI Summary

Safe & Green Development Corp. filed an S-1/A amendment on September 20, 2024, for its registration statement (No. 333-281889). The company, incorporated in Delaware, is involved in real estate and has its principal executive offices in Jacksonville, Florida. This filing is an amendment to their initial S-1 registration statement.

Why It Matters

This S-1/A filing indicates ongoing regulatory activity for Safe & Green Development Corp., potentially related to new securities offerings or updated company information being submitted to the SEC.

Risk Assessment

Risk Level: medium — S-1/A filings are typically related to securities offerings or significant corporate changes, which inherently carry risks for investors.

Key Numbers

• 333-281889 — Registration Statement Number (Identifies the specific SEC registration for Safe & Green Development Corp.)
• 20240920 — Filing Date (The date the amendment was filed with the SEC.)

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• 333-281889 (dollar_amount) — Registration Statement Number
• September 20, 2024 (date) — Filing Date
• Delaware (location) — State of Incorporation
• Jacksonville, Florida (location) — Principal Executive Office Location
• David Villarreal (person) — President and Chief Executive Officer

FAQ

Key Financial Figures

• $0.001 — 0,000 shares of common stock, par value $0.001 (“Common Stock”), of Safe a
• $112,669.81 — g Debentures in the principal amount of $112,669.81 and up to 105,397 shares issuable upon
• $583,404.59 — g Debentures in the principal amount of $583,404.59 and up to 545,748 shares issuable upon
• $247,180.31 — g Debentures in the principal amount of $247,180.31 and up to 231,226 shares issuable upon
• $445,634.04 — g Debentures in the principal amount of $445,634.04 and up to 416,871 shares issuable upon
• $0.253 — apital Market on September 16, 2024 was $0.253 per share. We urge prospective purchase
• $1.235 billion — earliest to occur of: (i) our reporting $1.235 billion or more in annual gross revenues; (ii)
• $1 billion — e, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the l
• $700 million — that is held by non-affiliates exceeds $700 million as of the last day of our then-most rec

Filing Documents

• ea0215069-s1a1_safe.htm (S-1/A) — 452KB
• ea021506901ex4-14_safe.htm (EX-4.14) — 19KB
• ea021506901ex5-1_safe.htm (EX-5.1) — 15KB
• ea021506901ex23-1_safe.htm (EX-23.1) — 2KB
• ea021506901ex23-2_safe.htm (EX-23.2) — 3KB
• ea021506901ex-fee_safe.htm (EX-FILING FEES) — 14KB
• image_001.jpg (GRAPHIC) — 9KB
• image_002.jpg (GRAPHIC) — 5KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-080650.txt ( ) — 534KB

RISK FACTORS

RISK FACTORS 6 THE ARENA TRANSACTIONS 9

USE OF PROCEEDS

USE OF PROCEEDS 13 SELLING STOCKHOLDERS 13

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 15 PLAN OF DISTRIBUTION 19 EXPERTS 20 LEGAL MATTERS 20 WHERE YOU CAN FIND MORE INFORMATION 20 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 21 The registration statement containing this prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities and Exchange Commission. See “Where You Can Find More Information.” Information contained in, and that can be accessed through our web site, www.sgdevco.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder. Unless the context otherwise requires, the terms ““we,” “us,” “our,” “the Company,” “SG DevCo” and “our business” refer to Safe and Green Development Corporation. and “this offering” refers to the offering contemplated in this prospectus. i ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Under this registration process, the Selling Stockholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by the Selling Stockholders of the securities offered by them described in this prospectus. We may also file a prospectus supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or

Risk Factors

Risk Factors Investment in our securities involves a high degree of risk and could result in a loss of your entire investment. See “Risk Factors” beginning on page 6 and the similarly entitled sections in the documents incorporated by reference into this prospectus. Nasdaq Capital Market Symbol Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SGD”. The number of shares of our Common Stock to be outstanding upon completion of this offering is based on 18,733,713 shares of our Common Stock outstanding as of September 16, 2024, assumes that we issue 7,700,758 First Closing Debentures Shares, 1,299,242 First Closing Warrant Shares and 1,075,000 Arena Global Warrant Shares and excludes: 66,668 shares of Common Stock issuable upon the settlement of unvested RSUs currently outstanding; and 2,291,500 shares of our Common Stock reserved for future issuance under our 2023 Incentive Compensation Plan (the “2023 Plan”). 3 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain meaning of the federal securities laws. Our forward-looking statements include, but are not limited to, statements about us and our industry, as well as statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Additionally, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. We intend the forward-looking statements to be covered by the safe harbor provisions of the federal securities laws. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “ant

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View this S-1/A filing on SEC EDGAR