Safe & Green Development Corp. Files S-1

TL;DR

Safe & Green Development Corp. just filed an S-1, looks like they're going public soon.

AI Summary

Safe & Green Development Corp. filed an S-1 registration statement on November 15, 2024, indicating plans to offer securities. The company, incorporated in Delaware with its principal office in Jacksonville, Florida, is involved in real estate. David Villarreal serves as President and CEO.

Why It Matters

This S-1 filing signals Safe & Green Development Corp.'s intention to raise capital through a public offering, which could fund expansion or new projects in the real estate sector.

Risk Assessment

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

Key Numbers

• 333-283281 — SEC File Number (Identifies the specific registration statement with the SEC.)
• 0001959023 — Central Index Key (Unique identifier for the company in the SEC's EDGAR system.)

Key Players & Entities

• Safe & Green Development Corp. (company) — Registrant
• November 15, 2024 (date) — Filing Date
• Delaware (jurisdiction) — State of Incorporation
• Jacksonville, Florida (location) — Principal Executive Office
• David Villarreal (person) — President and Chief Executive Officer
• 333-283281 (registration_number) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — 5,748 shares of common stock, par value $0.001 (“Common Stock”), of Safe a
• $180,271.69 — g Debentures in the principal amount of $180,271.69 and up to 13,842 shares issuable upon t
• $933,447.36 — g Debentures in the principal amount of $933,447.36 and up to 71,775 shares issuable upon t
• $395,488.49 — g Debentures in the principal amount of $395,488.49 and up to 30,419 shares issuable upon t
• $713,014.46 — g Debentures in the principal amount of $713,014.46 and up to 54,856 shares issuable upon t
• $3.20 — Capital Market on November 14, 2024 was $3.20 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

• ea0220801-s1_safe.htm (S-1) — 410KB
• ea022080101ex5-1_safe.htm (EX-5.1) — 15KB
• ea022080101ex23-1_safe.htm (EX-23.1) — 2KB
• ea022080101ex23-2_safe.htm (EX-23.2) — 3KB
• ea022080101ex-fee_safe.htm (EX-FILING FEES) — 12KB
• image_001.jpg (GRAPHIC) — 3KB
• image_002.jpg (GRAPHIC) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 2KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• 0001213900-24-099209.txt ( ) — 458KB

RISK FACTORS

RISK FACTORS 7 THE ARENA TRANSACTIONS 11

USE OF PROCEEDS

USE OF PROCEEDS 19 SELLING STOCKHOLDERS 19

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 22 PLAN OF DISTRIBUTION 26 EXPERTS 27 LEGAL MATTERS 27 WHERE YOU CAN FIND MORE INFORMATION 27 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 28 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. 3 THE OFFERING Securities offered by the Selling Stockholders This prospectus covers the resale of a total of up to 1,285,748 shares of our Common Stock, consisting of: up to 888,888 shares of Common Stock issuable upon the conversion of the Second Closing Debentures; up to 170,892 shares of Common Stock issuable upon exercise of the Second Closing Warrants; 85,634 commitment fee shares of Common Stock issued to Arena Global pursuant to the ELOC Purchase Agreement; up to 83,333 shares of Common Stock issuable pursuant to a pre-funded warrant issued to Arena Global as a commitment fee pursuant to the ELOC Purchase Agreement. up to 57,001 shares of Common Stock that we may sell to Arena Global, from time to time, after the date of this prospectus in our sole discretion pursuant to the ELOC Purchase Agreement; Common Stock outstanding prior to this offering 1,486,872 shares of Common Stock (includes 85,634 Commitment Fee Shares which have been issued to Arena Global) Common Stock to be outstanding after this offering, 2,686,986 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 all of their shares covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in privately negotiated transactions. These sales may be at fixed or negotiated prices. See “Plan of Distribution.”

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 proceeds from cash exercises of the Second Closing Warrants, based on the then applicable per share exercise price of the warrants being exercised; however, such warrants are exercisable on a cashless basis under certain circumstances. We may also receive proceeds from the sale of shares of our Common Stock under the ELOC Purchase Agreement. 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 7 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”. This prospectus relates to the resale or other disposition from time to time by the Selling Stockholders identified in this prospectus of up to 1,285,748 shares of our Common Stock. None of the shares registered hereby are being offered for sale by us. The number of shares of our Common Stock to be outstanding upon completion of this offering is based on 1,486,782 shares of our Common Stock outstanding as of November 15, 2024, assumes that we issue 888,888 Second Closing Debentures Shares, 170,892 Second Closing Warrant Shares, and 83,333 Arena Global Commitment Fee Warrant Shares, and that we sell 57,001 shares of Common Stock to Arena Global pursuant to the ELOC Purchase Agreement; and excludes: 62,500 shares of Common Stock issuable upon the settlement of RSUs outstanding as of November 15, 2024; and 52,075 shares of our Common Stock reserved for future issuance under our 2023 Incentive Compensation Plan (the “2023 Plan”). All share and per share amounts of Common Stock presented in this prospectus have been retroactively adjusted to reflect the Reverse Stock Split. 4 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. Ad

View Full Filing

View this S-1 filing on SEC EDGAR