Revenue and Financial Performance - The company generated minimal revenue to date, focusing on acquiring and developing properties for green single or multi-family projects[26]. - The company reported a net loss of $8,908,475 for the year ended December 31, 2024, compared to a net loss of $4,200,541 for the year ended December 31, 2023[102]. - As of December 31, 2024, the company had cash reserves of $296,202 and an accumulated deficit totaling $16 million[104]. - The company expects to incur additional operating losses in the future and does not anticipate generating substantial revenue from its development activities for several years[107]. - The company may experience fluctuations in quarterly operating results due to various factors, including market conditions and competition[144]. - The company has never paid cash dividends on its common stock and does not anticipate doing so in the foreseeable future[223]. Acquisitions and Joint Ventures - The company entered into a Membership Interest Purchase Agreement to acquire Resource Group for $480,000 in cash and shares, shifting focus to engineered soil and mulch products[28][29]. - The company acquired Majestic World Holdings for 500,000 shares and $500,000 in cash, integrating AI technology into real estate operations[37][38]. - The company acquired a 50% membership interest in Norman Berry II Owners, LLC for $600,000, with expected development costs of approximately $35,000,000[66]. - The company acquired a 10% non-dilutable equity interest in JDI-Cumberland for $3 million, which plans to develop a mixed-use community with 3,500 units[217]. - The company invested $600,000 for a 50% membership interest in Norman Berry II Owners, LLC, which is expected to develop 134 multi-family rental apartments[216]. - The company entered into a Joint Venture Agreement with Milk & Honey for developing single-family homes, with the company contributing $100,000 and holding a 60% interest[55][57]. Real Estate Development - The company completed construction of five single-family homes in a joint venture, with delivery expected in Q1 2025, and is developing 57 single-family lots in another project[27]. - The company acquired a 50+ acre site in Lago Vista, Texas for $3,500,000, with plans for 174 condominium units and 30% short-term rental allowance[48]. - The St. Mary's Site was purchased for $296,870, with plans for a 120,000 square foot manufacturing facility, and a promissory note of $148,300 was extended for one year[71]. - The McLean Mixed Use Site was acquired for $868,000, with plans for 800 residential units and 1.1 million square feet of industrial space[75]. - The company acquired the Lago Vista property for $11.5 million, which is approved for 174 condominium units and may include rental units[215]. - The company acquired 100% ownership of approximately 114 mixed-use acres in Durant, Oklahoma for $868,000, anticipating the development of 800 residential units and 1.1 million square feet of industrial space[218]. Financing and Capital Structure - A Short-Term Note of $2,000,000 was issued, with a 12% interest rate, and has been extended to February 1, 2024[49]. - A promissory note of $5,000,000 was issued on March 31, 2023, with a current interest rate of 13.5%, due in full on April 1, 2024[50][51]. - The company has received a secured loan of $1,750,000 from BCV S&G DevCorp, with a potential total of up to $3,000,000, maturing on December 1, 2025[149]. - The company is considering multiple financing alternatives, including equity and debt financings, to support its long-term business plans[105]. - Significant additional capital will be needed in the future, which may lead to substantial dilution for existing stockholders due to potential equity issuances[185]. Regulatory Compliance and Risks - The company is committed to compliance with evolving regulations surrounding AI and data privacy, including the CCPA and GDPR[46][47]. - The company has utilized reduced disclosure obligations as an emerging growth company, allowing it to present only two years of audited financial statements[95]. - The company incurred significant costs related to compliance with the Sarbanes-Oxley Act and other regulatory requirements, impacting management's time and resources[173]. - A material weakness in internal control over financial reporting was identified as of June 30, 2024, and continued to be ineffective as of December 31, 2024[167]. - Compliance with environmental laws may impose significant costs and liabilities, impacting financial position and operational costs[130]. Market Conditions and Competition - The real estate industry is highly cyclical, influenced by economic conditions, which may materially affect business and cash flows[136]. - The company faces significant competition in the composting and AI technology markets from established firms with greater financial resources[112][113]. - The company faces intense competition in the composting and engineered soils industry, which may require significant investments in innovation to maintain market share[198]. - Economic and geopolitical factors, including inflation and supply chain disruptions, could adversely impact the company's business and operating results[154]. Cybersecurity and Technology - The company maintains a comprehensive cybersecurity program to manage and mitigate threats, ensuring the integrity and confidentiality of client information[208]. - The company has engaged a third-party firm to audit its cybersecurity and risk management systems to ensure integrity[210]. - To date, the company has not experienced any cybersecurity incidents, but acknowledges the prevalence of cyber threats in the current landscape[211]. - The company is increasingly dependent on information technology, facing risks related to cybersecurity and data breaches that could adversely affect operations[157]. Future Outlook and Strategic Plans - The company plans to continue entering joint ventures to diversify its portfolio and preserve capital resources[81]. - The company plans to enter a new line of business focused on transforming organic green waste into engineered soil and mulch products, with no prior experience in this market[101]. - The proposed acquisition of Resource Group is subject to various conditions, and failure to complete it could hinder strategic growth plans[203]. - The integration of Resource Group's operations may present challenges that could adversely affect the company's business and financial condition[206].

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].

Core Viewpoint - Safe and Green Development Corporation (SGD) has announced its decision to acquire 100% of the equity interests in Resource Group US Holdings LLC, which holds exclusive technology in the composting and engineered soils industry, indicating a strategic shift in SGD's business model [1][2]. Group 1: Acquisition Details - The acquisition is contingent upon customary closing conditions and the completion of Resource Group's audit [1]. - Resource Group's vertical integration and ownership of a logistics business provide additional growth avenues through mergers and acquisitions, enhancing SGD's competitive edge in the soils industry [3]. Group 2: Financial Performance - Resource Group's revenues increased from $16 million in 2023 to $19.1 million in 2024, with anticipated pro forma revenues of approximately $25 million in 2025 post-acquisition, indicating significant growth potential [4]. - The scalability and replicability of Resource Group's business model present opportunities for rapid expansion in various markets, particularly targeting a $3.2 billion market in Florida [5]. Group 3: Strategic Goals - The acquisition aligns with SGD's long-term strategic goals and commitment to shareholder interests, aiming to create sustainable value through leveraging Resource Group's technology and core business [7]. - The company expresses confidence that the market has not fully recognized the transformative potential of this acquisition, which is expected to generate substantial value for shareholders [6].

Core Viewpoint - Safe and Green Development Corporation (SGD) has entered into a definitive agreement to acquire Resource Group US Holdings LLC (RSG) for a total consideration of $480,000 in cash, issuance of 19% shares of SGD Restricted Common Stock, and a Convertible Note, which is expected to enhance the company's financial profile and cash flow through RSG's waste-to-value composting business [1][2][3] Company Overview - Safe and Green Development Corporation focuses on real estate development and innovation, primarily acquiring and investing in properties for future green projects [7] - Resource Group specializes in organic recycling and compost technology, transforming organic waste into environmentally friendly soil and mulch products, thus supporting sustainable practices [3][4] Transaction Details - The acquisition will result in SGD issuing shares that will amount to 49% of its outstanding shares at closing, with the transaction expected to close in early Q2 2025, subject to customary conditions [1][2] - Index Investment Group will become a significant shareholder post-transaction, with Bjarne Borg joining the SGD Board of Directors, enhancing the company's shareholder base [5] Financial Implications - The acquisition is anticipated to significantly strengthen SGD's balance sheet and add substantial revenues, particularly from RSG's composting operations [2][3] - Resource Group has contracts with customers that represent an aggregate potential revenue of $10.7 million, alongside signed MOUs projecting additional revenues from various product categories [3][4] Market Context - The global compost-to-substrate market is valued at approximately $10 billion, driven by demand from horticulture sectors, indicating a growing market opportunity for RSG's services [3] - Increasing corporate commitments to carbon reduction and green solutions are expected to enhance market opportunities for companies like RSG [3][4] Competitive Advantages - Resource Group holds an exclusive license for Microtec technology, valued at $10.5 million, which provides a competitive edge in cost efficiency and innovative production methods [3] - The company operates a permitted compost facility in Myakka City, FL, supported by a robust logistics infrastructure, enhancing operational efficiency [3][4]

Core Viewpoint - Safe and Green Development Corporation has announced that it believes it has met the stockholders' equity requirement under NASDAQ Listing Rule 5550(b) and has regained compliance with NASDAQ's continued listing standards [1] Company Overview - Safe and Green Development Corporation is a real estate development company formed in 2021, focusing on direct acquisition and indirect investment 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 prop-tech company that has developed a real estate AI Platform to enhance margins on homes sold by providing mortgage services and down payment assistance [3] - Another wholly-owned subsidiary, MyVONIA Innovations LLC, owns MyVONIA, an AI-powered personal assistant aimed at simplifying daily tasks and improving productivity for individuals and businesses [3] Compliance Monitoring - NASDAQ will continue to monitor the company's compliance with the stockholders' equity requirement, and failure to demonstrate compliance in the next periodic report may lead to delisting [2]

Core Points - Safe and Green Development Corporation (SGD) has resolved inter-company financial obligations with Safe & Green Holdings Corp. (SGBX) [1][2] - SGD has forgiven a promissory note of $908,322.95 and intercompany advances of $815,522, while SGBX has forgiven $394,329 of debt owed to it by SGD and transferred 276,425 shares of SGD Common Stock to SGD [2] - Following this agreement, SGBX will no longer hold shares in SGD, and SGD plans to hold the transferred shares in its treasury [2][3] 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 [4] - The company has a wholly-owned subsidiary, Majestic World Holdings LLC, which operates a prop-tech company that has developed a real estate AI platform to enhance margins on homes sold [4] - Another subsidiary, MyVONIA Innovations LLC, owns MyVONIA, an AI-powered personal assistant aimed at simplifying daily tasks and improving productivity for individuals and businesses [4]

Core Viewpoint - Safe and Green Development Corporation has successfully closed on the purchase of 22 lots in South Texas for $440,000, enabling the next phase of its Sugar Phase residential development project, which includes securing a loan of approximately $1,092,000 for the construction of 7 new homes [1][2][3] Group 1: Project Development - The next phase of construction aims to continue the development of affordable and sustainable housing in South Texas, building on the success of the initial five homes already listed for sale [2][3] - The company expects to receive permits and begin construction within 30 days of closing, with the first set of 7 homes projected to be completed by early Q2 2025, contributing to a total of 13 homes under construction in Q1 2025 [4][3] - The company is on track to meet its goal of completing 55 homes in 2025, demonstrating its commitment to expanding its portfolio of high-quality homes in the region [4][3] Group 2: Company Overview - Safe and Green Development Corporation, formed in 2021, focuses on acquiring and developing properties into green single or multi-family projects, with a subsidiary, Majestic World Holdings LLC, utilizing a real estate AI platform to enhance margins on homes sold [5] - The company also has another subsidiary, MyVONIA Innovations LLC, which offers an AI-powered personal assistant aimed at improving productivity for individuals and businesses [5]

Core Insights - Safe and Green Development Corporation (SGD) is nearing completion of its first five homes from the Sugar Phase 1 development, which have all been listed for sale, addressing regional housing affordability issues while aiming for positive financial results from these sales [1][2] Company Overview - Safe and Green Development Corporation, formed in 2021, focuses on real estate development using purpose-built, prefabricated modules made from wood and steel, targeting strong, innovative, and green projects across various income and asset classes [2] - The company has a majority-owned subsidiary, Majestic World Holdings LLC, which operates a real estate AI platform designed to decentralize the real estate marketplace, integrating various stakeholders into an AI-driven environment [2] - MyVONIA Innovations LLC, a wholly owned subsidiary, offers an AI-powered personal assistant aimed at simplifying daily tasks and enhancing productivity for individuals and businesses [2] Sales Strategy - The company employs a multi-agent strategy alongside in-house technology to facilitate home sales and plans to leverage partnerships for mortgage services and downpayment assistance to enhance profit margins on each home sold [2]