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]

Core Insights - Safe and Green Development Corporation's subsidiary, Resource Group US Holdings LLC, is expanding into high-value potting media and soil substrates using advanced milling technology [1][2] - The company aims to transition from commodity compost to higher-value markets, introducing sustainable products under the "Renewable Earth™" brand, with potential pricing reaching approximately $150 per ton, which is up to five times the value of traditional compost [1][2] - The implementation of Microtec milling technology, which has over 90 global installations, is expected to enhance production capabilities and market access [1][2] Company Overview - Safe and Green Development Corporation focuses on real estate development, particularly in green housing projects across the United States, and wholly owns Resource Group US Holdings LLC, which operates an organics processing facility in Florida [3] - Resource processes source-separated green waste and is expanding into sustainable, high-margin soil products through advanced milling technology [3] - 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 [3] Market Potential - The introduction of the Renewable Earth product line is expected to create circular economic value by reducing reliance on environmentally harmful materials like peat and imported coir [2][5] - The company is positioned to lead in sustainable soil solutions for the horticulture, agriculture, and consumer landscaping sectors, focusing on performance, sustainability, and impact [2][5] - Resource's logistics and proprietary processing capabilities are expected to unlock a scalable and environmentally responsible business model with attractive margins and robust growth potential [2][5]

Core Viewpoint - The acquisition of Resource Group by Safe and Green Development Corporation (SGD) is a strategic move aimed at enhancing revenue-generating operations and aligning with the company's vision for sustainable development [2][5]. Company Overview - Safe and Green Development Corporation is a publicly traded real estate and development company focused on innovative and green building practices, utilizing prefabricated modules made from wood and steel [12]. - Resource Group US Holdings LLC specializes in transforming organic green waste into engineered soil and mulch products, providing sustainable solutions for various sectors [3]. Acquisition Details - SGD has completed the acquisition of Resource Group, which includes a permitted composting facility, two green waste aggregation sites, and a transportation fleet [2]. - The acquisition is expected to add significant revenues and growth potential to SGD's core business [5]. - SGD issued 376,818 shares of common stock, 1,500,000 shares of non-voting Series A Convertible Preferred Stock, and $480,000 in unsecured promissory notes as part of the acquisition [5]. Operational Integration - The Resource Group team will continue in their current roles, collaborating with SGD's leadership to ensure a seamless transition and integration of operations [4]. - The combined entity is working on aligning operations, optimizing logistics, and expanding sales of environmentally responsible products [11]. Future Plans - SGD plans to reconstitute its board of directors to include members from Resource Group, enhancing governance and oversight [6]. - The company is in the process of rebranding under a new name, which will be announced soon [11].

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=ITEM%201.%20Financial%20Statements) The company reported a reduced net loss of $2.18 million in Q1 2025, driven by lower payroll, while shifting to engineered soils despite going concern doubts [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | March 31, 2025 (USD) | December 31, 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | **Assets** | | | | | Cash | $17,540 | $296,202 | ($278,662) | | Notes receivable | $5,460,672 | $960,672 | $4,500,000 | | Total Assets | $13,105,776 | $12,753,792 | $351,984 | | **Liabilities & Equity** | | | | | Total current liabilities | $11,989,079 | $10,400,657 | $1,588,422 | | Total liabilities | $12,804,648 | $11,900,614 | $904,034 | | Total stockholder's equity | $301,128 | $853,178 | ($552,050) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations (Unaudited) | Account | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | Change (USD) | | :--- | :--- | :--- | :--- | | Sales | $18,170 | $49,816 | ($31,646) | | Gross Profit | $6,370 | $49,816 | ($43,446) | | Payroll and related expenses | $451,451 | $2,016,087 | ($1,564,636) | | General and administrative expenses | $735,120 | $466,254 | $268,866 | | Operating loss | ($1,263,862) | ($2,501,675) | $1,237,813 | | Interest expense | ($954,648) | ($565,996) | ($388,652) | | **Net loss** | **($2,179,993)** | **($3,067,671)** | **$887,678** | | **Net loss per share (Basic and diluted)** | **($1.08)** | **($5.17)** | **$4.09** | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary (Unaudited) | Activity | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | | :--- | :--- | :--- | | Net cash used in operating activities | ($551,874) | ($693,778) | | Net cash used in investing activities | ($10,000) | ($87,799) | | Net cash provided by financing activities | $283,211 | $855,878 | | **Net change in cash** | **($278,662)** | **$74,301** | | Cash – beginning of period | $296,202 | $3,236 | | **Cash – end of period** | **$17,540** | **$77,537** | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) - The company is shifting its primary focus from real estate development to the engineered soils business through the planned acquisition of Resource Group US Holdings LLC, and is monetizing real estate holdings to support this transition[22](index=22&type=chunk) - The company has incurred net losses since inception and has a net capital deficiency, raising substantial doubt about its ability to continue as a going concern, relying on bridge financing and equity/debt issuance[23](index=23&type=chunk) - In March 2025, the company sold its 60% interest in the Sugar Phase I JV to Milk & Honey, deconsolidating Sugar Phase's activities and now accounting for its remaining interest using the equity method[39](index=39&type=chunk)[40](index=40&type=chunk)[146](index=146&type=chunk) - In February 2025, the company sold its 10% equity interest in JDI-Cumberland Inlet, LLC for a **$4.5 million** promissory note due February 2026, recording a deferred gain of **$1.475 million** due to collection uncertainty[48](index=48&type=chunk)[70](index=70&type=chunk) - The company has entered into multiple complex financing agreements, including secured convertible debentures with Arena Investors, with **$1.1 million** of Arena debentures converted into **591,254 shares** of common stock during Q1 2025[93](index=93&type=chunk)[110](index=110&type=chunk) - The company operates in two segments: Real Estate Development and Technology, with Q1 2025 operating losses of **$1.25 million** for Real Estate and **$10,022** for Technology[144](index=144&type=chunk) - Subsequent to quarter end, on April 4, 2025, the company closed the third tranche of financing with Arena Investors, issuing **$555,555** in convertible debentures for a purchase price of **$500,000**[147](index=147&type=chunk) [Management's Discussion and Analysis of Financial Condition and Result of Operations](index=39&type=section&id=ITEM%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Result%20of%20Operations) The company is transitioning to engineered soils, monetizing real estate, and improved Q1 2025 net loss to $2.18 million due to lower payroll, but faces critical liquidity and going concern doubts - The company is strategically shifting its business focus towards the transformation of organic green waste into engineered soil and mulch products, contingent on the closing of the Resource Group acquisition[166](index=166&type=chunk)[178](index=178&type=chunk) - To fund operations and its strategic shift, the company is monetizing its real estate holdings, including selling its interest in the JDI-Cumberland project for a **$4.5 million** note and selling its interest in the Sugar Phase I JV[165](index=165&type=chunk)[168](index=168&type=chunk)[177](index=177&type=chunk) Results of Operations Comparison (Unaudited) | Account | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | | :--- | :--- | :--- | | Sales | $18,170 | $49,816 | | Payroll and related expenses | $451,451 | $2,016,087 | | General and administrative expenses | $735,120 | $466,254 | | Operating loss | ($1,263,862) | ($2,501,675) | | Net loss | ($2,179,993) | ($3,067,671) | - The decrease in net loss for Q1 2025 compared to Q1 2024 was primarily driven by a **$1.56 million** reduction in payroll and related expenses, as the 2024 period included **$1.75 million** in stock-based compensation[190](index=190&type=chunk) - The company's financial condition raises substantial doubt about its ability to continue as a going concern, with cash of only **$17,540** as of March 31, 2025, relying on financing arrangements like the Arena private placement and a **$50 million** equity line of credit (ELOC) to maintain operations[196](index=196&type=chunk)[197](index=197&type=chunk)[200](index=200&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=51&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the company is exempt from providing quantitative and qualitative market risk disclosures - As a smaller reporting company, the registrant is not required to provide quantitative and qualitative disclosures about market risk[217](index=217&type=chunk) [Controls and Procedures](index=51&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective as of March 31, 2025, having remediated a material weakness in internal controls during Q1 2025 - Management concluded that as of March 31, 2025, the company's disclosure controls and procedures were effective at a reasonable assurance level[219](index=219&type=chunk) - A material weakness in internal controls over financial reporting, previously identified as of June 30, 2024, and December 31, 2024, was remediated during Q1 2025 by adding four more external consultants to assist in financial statement preparation[221](index=221&type=chunk)[222](index=222&type=chunk) [PART II. OTHER INFORMATION](index=52&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=52&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not currently involved in any material legal proceedings, though it may face claims in the normal course of business - The Company is not currently involved in any legal proceedings[143](index=143&type=chunk)[225](index=225&type=chunk) [Risk Factors](index=52&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces significant risks including substantial doubt about its going concern ability, capital needs, potential control weaknesses, and Nasdaq delisting risk - Auditors have expressed substantial doubt about the company's ability to continue as a going concern due to a history of significant net losses and the expectation of future losses[227](index=227&type=chunk) - The company needs to raise additional capital to support its business plans but faces uncertainty in obtaining funding on acceptable terms, which may force delays or reductions in development plans[228](index=228&type=chunk)[229](index=229&type=chunk) - The company previously identified and has since remediated a material weakness in its internal control over financial reporting; however, there is a risk that additional weaknesses could be identified in the future, potentially leading to material errors in financial statements[230](index=230&type=chunk)[231](index=231&type=chunk)[232](index=232&type=chunk) - The company faces the risk of its common stock being delisted from Nasdaq if it fails to meet continued listing requirements, having previously received and since regained compliance from non-compliance notices regarding minimum stockholders' equity and minimum bid price requirements[234](index=234&type=chunk)[235](index=235&type=chunk)[239](index=239&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=55&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered equity securities were sold during Q1 2025, except as previously disclosed in SEC filings - No equity securities were sold in unregistered transactions during the quarter ended March 31, 2025, other than as previously disclosed in SEC filings[244](index=244&type=chunk) [Defaults Upon Senior Securities](index=55&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports no defaults upon senior securities[245](index=245&type=chunk) [Mine Safety Disclosures](index=55&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable to the company[246](index=246&type=chunk) [Other Information](index=55&type=section&id=ITEM%205.%20Other%20Information) No directors or executive officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during Q1 2025 - No directors or executive officers adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the first quarter of 2025[247](index=247&type=chunk) [Exhibits](index=56&type=section&id=ITEM%206.%20Exhibits) This section provides an index of exhibits filed with the Form 10-Q, including corporate governance, financing, and SOX certifications - The report includes an index of all exhibits filed, such as the Certificate of Incorporation, Bylaws, various financing agreements and amendments, and CEO/CFO certifications[250](index=250&type=chunk)[251](index=251&type=chunk)

Core Insights - Safe and Green Development Corporation (SGD) announced a strategic acquisition of Resource Group US Holdings LLC (RSG), aimed at long-term revenue growth in engineered soils and composting [1][2] - SGD achieved its first quarter of positive Adjusted EBITDA in Q4 2024, indicating progress in financial performance [1][6] - The company is focusing on monetizing non-core assets and advancing residential development projects to support future growth [1][3] Acquisition Details - The acquisition of RSG includes two subsidiaries: RGUS, which has a patented composting and engineered soils machinery, and ZEI, a logistics and trucking business [2] - RSG generated $17.5 million in revenue in 2023 and $18.75 million in 2024, with a reduced net loss from $6.2 million to $936,000 [2] - The transaction is expected to close by Q2 2025, pending customary conditions and RSG's audit completion [2] Financial Performance - For the full year 2024, SGD reported a net loss of $8.91 million, with an Adjusted EBITDA of $(1.77) million [6] - In Q4 2024, the company recorded a net loss of $1.53 million and an Adjusted EBITDA of $38,841, marking a significant improvement [6] Strategic Initiatives - SGD sold its St. Mary's property for $1.4 million to reduce high-interest debt and reinvest in aligned initiatives [3] - The company made construction progress in its Sugar Phase I development in South Texas, completing the first five homes [4] - SGD secured up to $10 million in potential investment from Arena Investors to support its strategic growth [5]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-41581 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact name of registrant as specified in its charter) | Delaware | 87-1 ...

Core Viewpoint - Safe and Green Development Corporation (SGD) is set to acquire 100% equity interests in Resource Group US Holdings (RSG), which operates in advanced engineered soils, compost, and logistics [1][2]. Financial Summary - For the year ended December 31, 2024, RSG's consolidated financials show a net loss of $936,000 on revenues of $18.75 million, with RGUS contributing a net loss of $1.8 million and ZEI generating a net income of $907,000 [4][7]. - In 2023, RSG reported a consolidated net loss of $6.2 million on revenues of $17.5 million, with RGUS and ZEI reporting net losses of $4.5 million and $1.7 million, respectively [5][8]. - Adjusted EBITDA for 2024 was estimated at $821,000, while for 2023, it was a loss of $481,000 [4][5]. Business Operations - Resource Group US Holdings operates two main businesses: RGUS, focusing on engineered soils and compost, and ZEI, which is involved in regional logistics and transportation [2]. - RGUS generated revenues of $5.2 million in 2024, while ZEI generated $13.4 million in the same year [7]. Transaction Details - The acquisition will involve the issuance of shares of SGD's restricted common stock, which will amount to 49% of the company's outstanding shares at closing [10]. - The company plans to file a proxy statement with the SEC for stockholder approval regarding the transaction [10][11].

Core Points - Safe and Green Development Corporation (SG Devco) announced a stock dividend of 0.05 shares for each outstanding share, resulting in one additional share for every twenty shares held [2] - The record date for the stock dividend is April 7, 2025, with distribution occurring after market close on April 22, 2025, and trading on a stock dividend-adjusted basis starting on April 7, 2025 [3] Company Overview - SG Devco is a real estate development company established in 2021, focusing on acquiring and investing in properties for future development into green single or multi-family projects [4] - The company has a wholly owned subsidiary, Majestic World Holdings LLC, which operates a real estate AI platform aimed at increasing margins on homes sold through mortgage services and down payment assistance [4] - Another subsidiary, MyVONIA Innovations LLC, owns MyVONIA, an AI-powered personal assistant designed to enhance productivity for individuals and businesses [4]

Core Viewpoint - Safe and Green Development Corporation has declared a stock dividend of 0.05 shares for each outstanding share held by shareholders as of April 7, 2025, rewarding shareholders while executing its long-term strategy [1][2]. Company Overview - Safe and Green Development Corporation is a real estate development company established in 2021, focusing on acquiring and investing in properties for future development into green single or multi-family projects [3]. - The company has a wholly owned subsidiary, Majestic World Holdings LLC, which operates a real estate AI platform aimed at increasing margins on homes sold by providing mortgage services and down payment assistance [3]. - Another subsidiary, MyVONIA Innovations LLC, owns MyVONIA, an AI-powered personal assistant designed to enhance productivity for individuals and businesses [3]. Dividend Details - The stock dividend will be distributed after trading closes on April 22, 2025, with trading on a stock dividend-adjusted basis expected to begin on April 23, 2025 [2]. - Shareholders will receive one additional share for every twenty shares held, with fractional shares settled in cash based on the opening price on April 8, 2025 [1][2].