Safe & Green Development Corp. Files S-1

TL;DR

Safe & Green Development Corp. just filed an S-1, meaning they're gearing up to sell stock to the public.

AI Summary

Safe & Green Development Corp. filed an S-1 registration statement on June 3, 2024, to register an unspecified number of securities. The company, incorporated in Delaware with principal offices in Miami, Florida, is involved in real estate development. This filing indicates their intent to offer securities to the public, likely for capital raising purposes.

Why It Matters

This S-1 filing signals Safe & Green Development Corp.'s intention to raise capital by offering its securities to the public, which could fund future growth or projects.

Risk Assessment

Risk Level: medium — As an S-1 filing, it represents a company seeking to go public or raise capital, which inherently carries market and execution risks.

Key Numbers

• 333-279914 — SEC File Number (Identifies this specific registration statement with the SEC.)
• 0001959023 — Central Index Key (Unique identifier for Safe & Green Development Corp. in SEC filings.)

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• June 3, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Miami, Florida (location) — Principal executive offices
• David Villarreal (person) — Chief Executive Officer
• Blank Rome LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $0.001 — 6,818 shares of common stock, par value $0.001 (“Common Stock”), of Safe a
• $0.60 — sdaq Capital Market on May 29, 2024 was $0.60 per share. We urge prospective purchase
• $500,000 — have forecasted to invest approximately $500,000 over the course of the next 12 months t
• $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
• $9,276,340 — kholders. However, we may receive up to $9,276,340 in aggregate gross proceeds from the sa
• $0 — nnum and assuming a conversion price of $0 .60 per share; 133,334 shares of Comm

Filing Documents

• ea0207152-s1_safe.htm (S-1) — 370KB
• ea020715201ex5-1_safe.htm (EX-5.1) — 22KB
• ea020715201ex23-1_safe.htm (EX-23.1) — 2KB
• ea020715201ex23-2_safe.htm (EX-23.2) — 3KB
• ea020715201ex-fee_safe.htm (EX-FILING FEES) — 15KB
• image_001.jpg (GRAPHIC) — 3KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-049049.txt ( ) — 426KB

RISK FACTORS

RISK FACTORS 6 THE PEAK 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 change i

financial statements, instead of three years

financial statements, instead of three years. 2 THE OFFERING This prospectus relates to the resale or other disposition from time to time by the Selling Stockholders identified in this prospectus of up to 6,266,818 shares of our Common Stock. None of the shares registered hereby are being offered for sale by us. Securities offered by the Selling Stockholders This prospectus covers the resale of a total of up to 6,266,818 shares of our Common Stock, consisting of: 80,000 shares of Common Stock of which 40,000 shares were issued to Peak One Investments and 40,000 shares were issued to Peak One as commitment shares; up to 262,500 shares of Common Stock to be issued to Peak One Investments upon exercise of the First 2024 Warrant; up to 2,290,909 shares of Common Stock to be issued to Peak One upon conversion of the First 2024 Debenture and accrued interest thereon; 80,000 shares of Common Stock of which 40,000 shares were issued to Peak One Investments and 40,000 shares were issued to Peak One as the Second 2024 Commitment Shares; up to 262,500 shares of Common Stock to be issued to Peak One Investments upon exercise of the Second 2024 Warrant; up to 2,290,909 shares of Common Stock to be issued to Peak One upon conversion of the Second 2024 Debenture and accrued interest thereon; and up to 1,000,000 shares of Common Stock that we may sell to Peak One, from time to time, after the date of this prospectus, in our sole discretion pursuant to the Equity Purchase Agreement. Common Stock outstanding prior to this offering 16,036,636 shares of Common Stock, including the First 2024 Commitment Shares and the Second 2024 Commitment Shares Common Stock to be outstanding after this offering, 22,143,454 shares of Common Stock Terms of the offering The Selling Stockholders and any of their pledgees, assignees and successors-in-interest will determine when and how they sell the shares offered in this prospectus and may, from time to time, sell any or

Use of Proceeds

Use of Proceeds The Selling Stockholders will receive all of the proceeds from the sale of the shares offered for sale by them under this prospectus. We will not receive proceeds from the sale of the shares by the Selling Stockholders. However, we may receive up to $9,276,340 in aggregate gross proceeds from the sale of the Common Stock to Peak One pursuant to the Equity Purchase Agreement. We may receive proceeds from cash exercises of the Warrants, based on the then applicable per share exercise price of the Warrants being exercised; however, the Warrants are exercisable on a cashless basis at the option of Peak One. Any proceeds we receive are expected to be used for working capital and other general corporate purposes. See “Use of Proceeds.”

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 16,036,636 shares of our Common Stock outstanding as of May 15, 2024, assumes that we issue 2,290,909 First 2024 Debenture Shares, 262,500 First 2024 Warrant Shares, 2,290,909 Second 2024 Debenture Shares, 262,500 Second 2024 Warrant Shares and 1,000,000 ELOC Shares, and excludes: 263,148 shares of Common Stock issuable upon the conversion of outstanding convertible notes which were issued pursuant to the Securities Purchase Agreement, dated November 30, 2023, between the Company and Peak One (as amended, the “2023 Securities Purchase Agreement”) , inclusive of accrued interest at 8% per annum and assuming a conversion price of $0 .60 per share; 133,334 shares of Common Stock issuable upon the settlement of unvested RSUs currently outstanding; and 2,441,500 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 statements contained or incorporated by reference in this prospectus may contain “forward-looking statements” within the 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 characteriz

Forward-looking statements should not be read

Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to significant risks a

View Full Filing

View this S-1 filing on SEC EDGAR