Miami, FL, Oct. 22, 2025 (GLOBE NEWSWIRE) -- Safe and Green Development Corporation (NASDAQ: SGD) (“SGD” or the “Company”) today announced that new industrial processing equipment has been delivered and deployed across its Resource Group operations in Southwest Florida. The new Komptech Crambo Mobile shredder, stationed at the 15th Street Transfer Site in Sarasota, Florida and the Diamond Z DZH6000 Series grinder, operating at the Myakka City facility, represent a significant capital investment designed to ...

Miami, FL, Oct. 22, 2025 (GLOBE NEWSWIRE) -- Safe and Green Development Corporation (NASDAQ: SGD) (“SGD” or the “Company”) today announced that new industrial processing equipment has been delivered and deployed across its Resource Group operations in Southwest Florida. The new Komptech Crambo Mobile shredder, stationed at the 15th Street Transfer Site in Sarasota, Florida and the Diamond Z DZH6000 Series grinder, operating at the Myakka City facility, represent a significant capital investment designed to ...

Core Points - Safe and Green Development Corporation (SGD) has entered into a securities purchase agreement for a PIPE financing, raising approximately $9.0 million before fees and expenses [1][2][3] Group 1: PIPE Financing Details - The company is selling 360,000 shares of Series B Non-Voting Convertible Preferred Stock at a conversion price of $1.36 per share, which can convert into 6,617,647 shares of common stock [2] - Each unit, consisting of a share of Preferred Stock and a warrant, is priced at $25.00, complying with Nasdaq's "Minimum Price" requirement [2] - The warrants are not exercisable until shareholder approval and will expire two and a half years after such approval [2][4] Group 2: Use of Proceeds - A portion of the net proceeds will be used to accelerate operational expansion at the Resource Group site in Myakka City, Florida, including purchasing additional processing equipment [5] - The company also plans to use proceeds for reducing debt obligations, strategic investments, acquisitions, and working capital to support revenue-generating operations [5] Group 3: Company Overview - Safe and Green Development Corporation focuses on real estate development and environmental solutions, primarily acquiring properties for green housing projects [7] - The company wholly owns Resource Group US Holdings LLC, which operates an 80+ acre organics processing facility in Florida, processing green waste and producing sustainable potting media [7]

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Core Viewpoint - The real estate sector is experiencing significant overselling, presenting potential investment opportunities in undervalued companies, particularly those with a Relative Strength Index (RSI) below 30 [1]. Group 1: Oversold Stocks - Safe and Green Development Corp (NASDAQ: SGD) has an RSI of 21.7, with a year-over-year revenue growth of over 3,200% reported for Q2 2025. The stock has fallen approximately 42% year-to-date, closing at $1.41 [8]. - Americold Realty Trust Inc (NYSE: COLD) has an RSI of 27, with a recent downgrade from JP Morgan analyst Michael Mueller, lowering the price target from $17 to $15. The stock has decreased around 20% over the past month, closing at $12.45 [9]. - NetSTREIT Corp (NYSE: NTST) has an RSI of 28.8, with an Outperform rating maintained by Mizuho analyst Haendel St. Juste, raising the price target from $17 to $20. The stock has fallen about 4% over the past five days, closing at $19.08 [9].

[FORM 8-K Filing Information](index=1&type=section&id=FORM%208-K%20Filing%20Information) This chapter details the administrative and legal information for the FORM 8-K filing, including registrant identification and filing status [Registrant Information](index=1&type=section&id=Registrant%20Information) This section details the official registrant information for Safe and Green Development Corporation, including corporate identifiers and registered securities Registrant Details | Detail | Value | | :--- | :--- | | Registrant Name | SAFE AND GREEN DEVELOPMENT CORPORATION | | Jurisdiction of Incorporation | Delaware | | Commission File Number | 001-41581 | | I.R.S. Employer Identification Number | 87-1375590 | | Principal Executive Offices | 100 Biscayne Blvd., 1201 Miami, FL 33132 | | Telephone Number | (904)-496-0027 | Registered Securities | Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | | :--- | :--- | :--- | | Common Stock, par value $0.001 | SGD | The Nasdaq Stock Market LLC | [Filing Status](index=1&type=section&id=Filing%20Status) The registrant is designated as an 'emerging growth company' under relevant securities acts - Safe and Green Development Corporation is designated as an 'emerging growth company'[3](index=3&type=chunk) [Item 2.02. Results of Operations and Financial Condition.](index=2&type=section&id=Item%202.02.%20Results%20of%20Operations%20and%20Financial%20Condition.) This section provides an update on the company's financial performance for the quarter, accompanied by legal disclaimers regarding its filing status [Quarterly Financial Update](index=2&type=section&id=Quarterly%20Financial%20Update) A press release detailing financial results for the quarter ended June 30, 2025, was issued and attached as an exhibit - A press release containing financial information for the quarter ended June 30, 2025, was issued on August 18, 2025[4](index=4&type=chunk) - The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K[4](index=4&type=chunk) [Legal Disclaimers](index=2&type=section&id=Legal%20Disclaimers) Information in Item 2.02 and Exhibit 99.1 is furnished, not filed, limiting liability and preventing incorporation by reference - The information in Item 2.02 and Exhibit 99.1 is not deemed 'filed' for purposes of Section 18 of the Securities Exchange Act of 1934[5](index=5&type=chunk) - The information is not subject to the liabilities of Section 18 or Sections 11 and 12(a)(2) of the Securities Act of 1933[5](index=5&type=chunk) - The information will not be incorporated by reference into any other SEC filings by the Company[5](index=5&type=chunk) [Item 9.01 Financial Statements and Exhibits.](index=2&type=section&id=Item%209.01%20Financial%20Statements%20and%20Exhibits.) This section lists all financial statements and exhibits furnished as part of the Current Report on Form 8-K [Exhibits Filed](index=2&type=section&id=Exhibits%20Filed) This section enumerates the exhibits furnished with this Current Report on Form 8-K, including the press release and interactive data file List of Exhibits | Exhibit Number | Description | | :--- | :--- | | 99.1 | Press Release issued by Safe and Green Development Corporation dated August 18, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | [SIGNATURES](index=3&type=section&id=SIGNATURES) This chapter contains the formal authorization and signatory details for the Current Report on Form 8-K [Authorization and Signatory](index=3&type=section&id=Authorization%20and%20Signatory) The report is formally signed by the Chief Financial Officer, confirming compliance with Securities Exchange Act requirements - The report was signed by Nicolai Brune, Chief Financial Officer of Safe and Green Development Corporation[10](index=10&type=chunk) - The signing date for the report was August 18, 2025[10](index=10&type=chunk)

Core Insights - Safe and Green Development Corporation (SGD) reported a significant revenue increase of $1.4 million in Q2 2025, marking over 3,200% growth compared to $42 thousand in Q2 2024, primarily due to the acquisition of Resource Group US Holdings LLC [1][5] - The company is evaluating a potential cryptocurrency treasury reserve opportunity, which may require divesting Resource Group, although no acceptable letter of intent has been received [1][5] - Management is focused on expanding the customer base, increasing operational efficiency, and diversifying revenue streams [1][5] Financial Performance - The company reported a net loss of $5.724 million for Q2 2025 [3] - Interest expense was $0.830 million, and depreciation & amortization amounted to $0.181 million [3] - Adjusted EBITDA for Q2 2025 was $(0.634) million, indicating ongoing challenges despite revenue growth [3][6] Strategic Developments - The acquisition of Resource Group has led to revenue acceleration, generating $1.4 million in just one month post-acquisition [7] - The company has exited legacy software and technology operations to concentrate on its core real estate and compost/transportation businesses [7] - A reevaluation of the real estate portfolio is underway, with plans to monetize select assets [7] Leadership and Outlook - The Board of Directors has been restructured to enhance strategic direction and growth initiatives [7] - Management anticipates approximately $4 million in revenue for Q3 2025, reflecting the first full quarter of operations with Resource Group [7] - The integration of Resource Group's operations is expected to unlock additional revenue streams and improve operational efficiencies [7]

Acquisition and Strategic Initiatives - The Company completed the acquisition of Resource Group US Holdings LLC, marking a strategic shift towards engineered soils and organic recycling [194]. - The acquisition of Resource Group was finalized on June 2, 2025, with a purchase price including $480,000 in promissory notes and 1,500,000 shares of Series A Convertible Preferred Stock [208][218]. - The Company plans to monetize real estate holdings by selling properties with significant value appreciation, reinvesting proceeds into operations [193]. - The Company has entered into joint ventures in Southern Texas to develop sustainable single-family housing, expanding its market presence [193]. Financial Instruments and Capital Raising - As of April 4, 2025, the Company issued $555,555 in convertible debentures to Arena Investors for a purchase price of $500,000, with a 10% interest rate [197]. - The debentures are convertible into common stock at a price of $1.6215 or 92.5% of the lowest VWAP during the ten trading days preceding conversion, with a floor price of $0.90 [198]. - The Company issued a 10% convertible debenture for $172,500 to an institutional investor, reflecting a 10% original issue discount [202]. - The Company entered into a Securities Purchase Agreement on July 29, 2025, raising $560,422 through the sale of 309,691 shares of common stock and warrants [212]. - The Company completed a private placement offering with Arena Investors, raising a total of $10,277,777 through secured convertible debentures and warrants [238]. - The first tranche closed on August 12, 2024, issuing $1,388,888.75 in convertible debentures at a 10% original issue discount, resulting in a purchase price of $1,250,000 [239]. - The second tranche closed on October 25, 2024, issuing $2,222,222 in convertible debentures and warrants for 170,892 shares of common stock [240]. - The third tranche, closed on April 4, 2025, involved $555,555 in convertible debentures sold for $500,000, also at a 10% original issue discount [241]. Financial Performance - The Company generated revenues of $1,402,511 from commissions on residential real estate transactions for the three months ended June 30, 2025, a significant increase of $1,360,349 compared to $42,162 for the same period in 2024, primarily due to the acquisition of Resource Group [220]. - Total payroll and related expenses for the three months ended June 30, 2025, were $685,975, an increase of $90,330 from $595,645 in the same period of 2024, attributed to increased payroll following the Resource acquisition [221]. - General and administrative expenses surged to $1,611,549 for the three months ended June 30, 2025, compared to $216,829 in 2024, reflecting a rise of $1,394,720 due to higher professional fees related to being a public company [223]. - The Company reported a net loss of $5,723,955 for the three months ended June 30, 2025, compared to a net loss of $1,968,791 for the same period in 2024 [219]. - Bad debt expense for the three months ended June 30, 2025, was $3,025,000, a significant increase from $0 in the same period of 2024, due to uncertainties regarding the collectability of the Cumberland note receivable [224]. - For the six months ended June 30, 2025, the Company incurred a net loss of $7,903,950, compared to a net loss of $5,036,463 for the same period in 2024 [237]. Cash Flow and Financial Position - The Company had cash of $403,086 as of June 30, 2025, compared to $296,202 as of December 31, 2024, indicating a need for additional financing to continue operations [237]. - Cash provided by operating activities was $313,418 for the six months ended June 30, 2025, compared to cash used of $1,270,494 for the same period in 2024, reflecting a decrease in cash used of $1,583,912 [242]. - Investing activities generated $358,796 in cash during the six months ended June 30, 2025, a significant increase from cash used of $30,820 in the same period in 2024 [243]. - Financing activities resulted in cash used of $496,893 for the six months ended June 30, 2025, compared to cash provided of $1,322,316 in the same period in 2024 [244]. - The Company had no material off-balance sheet arrangements as of June 30, 2025 [245]. Risks and Future Outlook - The Company faces risks related to its limited operating history and potential inability to manage growth effectively [187]. - The Company expects to incur increasing losses in the future, raising substantial doubt about its ability to continue as a going concern [237]. - The Company has elected to take advantage of the extended transition period under the JOBS Act for complying with new or revised accounting standards [248]. - The Company remains classified as an emerging growth company until certain revenue or market value thresholds are met [249][250]. Dividend Policy - The Company does not intend to pay dividends on common stock, relying on stock price appreciation for shareholder returns [188]. Property Management - The Company is evaluating strategies to manage its property portfolio while supporting the growth of Resource Group [195]. Debt Management - The outstanding principal balance of Arena Debentures increased from $1,874,723.51 to $1,921,092.60, reflecting a 2.5% increase due to a waiver agreement [206].

Core Viewpoint - Safe and Green Development Corporation announced the results of two independent appraisals, indicating a combined valuation of $9.9 million for its properties in Lago Vista, Texas, and Durant, Oklahoma, which underscores the strength of its real estate portfolio and development strategy [1][2]. Group 1: Appraisal Results - The Lago Vista property, a 58.82-acre lakefront development site, was appraised at $6.4 million as of June 12, 2025 [6]. - The Durant property, a 113.20-acre site with both residential and industrial zoning, was appraised at $3.5 million as of June 16, 2025 [6]. - The combined valuation of both properties reflects meaningful value across the Company's real estate portfolio, totaling $9.9 million [1]. Group 2: Financial Position - The properties have an associated mortgage loan with a principal balance of approximately $6 million, resulting in net positive equity of approximately $3.9 million [2]. - The Company is exploring monetization options for both properties and will provide updates as progress is made [2]. Group 3: Company Overview - Safe and Green Development Corporation focuses on acquiring and investing in properties across the U.S. for future development into green housing projects [4]. - The Company owns Resource Group US Holdings LLC, which operates an organics processing facility and is expanding into sustainable potting media production [4]. - The Company also owns Majestic World Holdings LLC, which has developed a real estate AI platform to enhance transaction efficiency and increase margins on home sales [4].

Core Insights - Safe and Green Development Corporation (SGD) has appointed three new members to its Board of Directors, enhancing its strategic direction following the acquisition of Resource Group US Holdings LLC [1] - The new directors, Bjarne Borg, James D. Burnham, and Anthony M. Cialone, bring extensive experience in real estate development, environmental engineering, private equity, and renewable technologies [1][5] Company Overview - Safe and Green Development Corporation focuses on real estate development, particularly in acquiring and investing in properties for green housing projects across the United States [6] - The company wholly owns Resource Group US Holdings LLC, which operates an 80+ acre organics processing facility in Florida, processing green waste and producing sustainable potting media [6] New Board Members' Backgrounds - Bjarne Borg has over 35 years of experience in real estate and renewable energy, co-founding Index Investment Group and serving on various advisory boards [2] - James D. Burnham has over 30 years of experience in mergers and acquisitions, primarily in the solid waste industry, and has co-founded Encell Composites [3] - Anthony M. Cialone has over 30 years of executive leadership experience, focusing on corporate operations and strategic planning, and has held multiple leadership roles in various companies [4]