The Pigmental Studios Development project is intended to impact the entertainment industry by providing stateof-the-art infrastructure and resources for the production of high-quality media content in the live action, visual effects, animation, and immersive storytelling experiences. SG Devco will bring their expertise in sustainable construction practices, aligning with Pigmental's vision for this development project. Marina Martins, CEO of Pigmental Studios, also shared her enthusiasm for the collaboratio ...

Group 1 - Safe and Green Development Corporation (SG Devco) will participate in the 2024 Maxim Fintech Virtual Symposium on June 25th, where CFO Nicolai Brune will present [1][3] - The symposium will focus on the evolving Fintech industry, highlighting companies in specialty finance, payments, and real estate that utilize advanced technology [3] - SG Devco is a real estate development company established in 2021, specializing in purpose-built, prefabricated modules made from wood and steel for innovative and green projects [2][3] Group 2 - SG Devco's majority-owned subsidiary, Majestic World Holdings LLC, has developed the XENE Home Platform, an AI-driven solution aimed at decentralizing the real estate marketplace [2] - MyVONIA Innovations LLC, a wholly owned subsidiary of SG Devco, offers MyVONIA, an AI-powered personal assistant designed to enhance productivity for individuals and businesses [2]

By adding Trio's, lease-to-own and seller financing programs into SGD's Xene, the collaboration aims to empower customers from diverse backgrounds to achieve their dream of homeownership. Trio's home financing solutions will expand the range of options available to consumers, offering additional pathways to realize their real estate goals. The Xene Home Platform promises to extend the reach of Trio's current lender distribution channel expanding upon Trio's direct-to-consumer solution, commented Darryl Lewi ...

MIAMI, June 11, 2024 /PRNewswire/ -- Safe and Green Development Corporation (NASDAQ: SGD) ("SG Devco" or the "Company") is excited to announce the full integration of MyVonia™, its recently acquired advanced artificial intelligence (AI) assistant, into the Xene platform. This strategic move marks a significant milestone in SG Devco's ongoing commitment to technological innovation and enhanced user experience in the real estate industry. The integration of MyVonia into the Xene AI Platform is expected to off ...

MIAMI, June 7, 2024 /PRNewswire/ -- Safe and Green Development Corporation (NASDAQ: SGD) ("SG Devco" or the "Company") is excited to announce the closing of the acquisition, and the launch, of MyVONIATM, an AI-powered personal assistant designed to help simplify daily tasks and improve productivity for individuals and businesses. MyVONIA aims to assist with managing both personal and professional tasks. For more information about MyVONIA and to explore subscription options, please visit David Villarreal, CE ...

Safe Harbor Statement MIAMI, Fla, May 21, 2024 (GLOBE NEWSWIRE) -- Safe and Green Development Corporation (NASDAQ: SGD) ("SG DevCo" or the "Company") is providing an update on the planned sale of its St Mary's property. The parties have mutually agreed to extend the closing date of the sale to June 20, 2024. In recognition of the additional time granted, SG DevCo has reached an agreement with the buyer to increase the purchase price from $1,350,000 to $1,400,000. In addition, the purchase price will be paid ...

Core Viewpoint - Safe and Green Development Corporation has announced an update regarding the sale of its St Mary's property, including an extension of the closing date and an increase in the purchase price [1][2]. Group 1: Sale Update - The closing date for the sale of the St Mary's property has been extended to June 20, 2024 [2]. - The purchase price has been increased from $1,350,000 to $1,400,000, and the payment will now be made in cash, eliminating the previous $450,000 promissory note [2]. - These changes are expected to streamline the closing process and result in higher cash proceeds for the company upon completion of the transaction [2][3]. Group 2: Company Overview - Safe and Green Development Corporation is a real estate development company established in 2021, focusing on innovative and sustainable development using prefabricated modules made from wood and steel [4]. - The company aims to create strong, green, single or multifamily projects across various income and asset classes [4]. - A majority-owned subsidiary, Majestic World Holdings LLC, has developed the XENE Home Platform, which utilizes advanced AI technology to integrate various stakeholders in the real estate marketplace [4].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 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 Indicate by check mark whether the registrant has submitted electro ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Date of Report (Date of earliest event reported): May 15, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) (State or Other Jurisdiction of Incorporation) Delaware 001-41581 87-1375590 (Commission File Number) (I.R.S. Employer Identification Number) 990 Biscayne Blvd #501, Office 12 Miami, FL 33132 (Address of Principal Executive Offices, Zip Code) Registrant's tel ...

Part I [Business](index=7&type=section&id=Item%201.%20Business) The company is a pre-revenue real estate developer focusing on green modular construction projects and technology platforms - The company's primary business is real property development, focusing on acquiring land for future green single or multi-family projects, often utilizing modular construction from its former parent company, SG Holdings[25](index=25&type=chunk) - On September 27, 2023, the company separated from SG Holdings via a pro rata distribution of its stock, and on September 28, 2023, its common stock began trading on the Nasdaq Capital Market under the symbol **"SGD"**[27](index=27&type=chunk) - In February 2024, the company acquired Majestic World Holdings LLC (MWH), owner of the Xene AI Software platform, for **500,000 shares of restricted stock and $500,000 in cash**[44](index=44&type=chunk)[45](index=45&type=chunk) - The company has secured significant financing through various agreements, including convertible debentures and warrants with Peak One, an equity line of credit for up to **$10 million**, and a **$250,000** line of credit[32](index=32&type=chunk)[41](index=41&type=chunk)[46](index=46&type=chunk) Current Projects and Development Sites | Project Name | Location | Description | Ownership/Interest | | :--- | :--- | :--- | :--- | | Lago Vista | Lago Vista, TX | 50+ acre site approved for 174 condominium units | 100% owned, subject to a JV contribution agreement | | Norman Berry Village | Atlanta, GA | Affordable housing project with ~134 multi-family rental apartments | 50% membership interest in a JV | | Cumberland Inlet | St. Mary's, GA | 1,298-acre waterfront parcel for a mixed-use community | 10% non-dilutable equity interest in a JV | | St. Mary's Site | St. Mary's, GA | ~27 acres of land adjacent to Cumberland Inlet, under agreement to be sold | 100% owned | | McLean Mixed Use Site | Durant, OK | ~114 mixed-use acres for ~800 residential units and industrial space | 100% owned | [Risk Factors](index=17&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its limited operating history, lack of revenue, dependency on capital, and conflicts of interest with its controlling shareholder - The company's auditors have expressed substantial doubt about its ability to continue as a **going concern** due to a history of **significant net losses ($4.2 million in 2023)** and no revenue generation[83](index=83&type=chunk) - The business is **highly dependent on raising additional capital** to fund its long-term development plans[85](index=85&type=chunk)[86](index=86&type=chunk) - SG Holdings beneficially owns approximately **44.3%** of the company's outstanding Common Stock, giving it substantial control over management and affairs, which may create conflicts of interest[23](index=23&type=chunk)[137](index=137&type=chunk) - The company operates in the **highly competitive and cyclical real estate industry**, facing risks from economic downturns, fluctuations in real estate values, and competition[89](index=89&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk) - The company **does not anticipate paying dividends** on its Common Stock in the foreseeable future[139](index=139&type=chunk) [Unresolved Staff Comments](index=34&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are no unresolved staff comments[156](index=156&type=chunk) [Cybersecurity](index=34&type=section&id=Item%201C.%20Cybersecurity) The company maintains a cyber risk management program overseen by the Audit Committee and has experienced no incidents to date - The company has a cyber risk management program that includes identity access management, endpoint protection, data loss prevention, and encryption, with oversight from the Audit Committee[157](index=157&type=chunk)[159](index=159&type=chunk) - A third-party, NIST 800-171 compliant Security Operations Center (SOC) provides **24/7 monitoring** and incident response services[157](index=157&type=chunk)[158](index=158&type=chunk) - As of the report date, the company has **not had a cybersecurity incident**[160](index=160&type=chunk) [Properties](index=35&type=section&id=Item%202.%20Properties) The company owns or has investments in five properties across Texas, Oklahoma, and Georgia, with no development yet commenced - The company's portfolio consists of three directly owned properties and investments in two entities that own two other properties, with no development activities commenced yet[162](index=162&type=chunk) Property Portfolio Summary | Property/Project | Location | Status/Plan | | :--- | :--- | :--- | | Lago Vista | Lago Vista, TX | 50+ acre site, to be contributed to a joint venture valued at $11.5M | | Norman Berry Village | Atlanta, GA | 50% interest in a JV to build ~134 multi-family rental apartments | | Cumberland Inlet | St. Mary's, GA | 10% interest in a JV to develop a 1,298-acre mixed-use community | | St. Mary's Industrial Site | St. Mary's, GA | ~27 acres of land under an agreement of sale | | McLean Mixed Use Site | Durant, OK | ~114 acres for ~800 residential units and industrial space | [Legal Proceedings](index=35&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently subject to any material legal proceedings - The company is not currently a party to any material legal proceedings[167](index=167&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[168](index=168&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=36&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "SGD", with 83 holders of record, and no dividends are anticipated - The company's Common Stock is traded on the Nasdaq Capital Market under the symbol **"SGD"**[170](index=170&type=chunk) - As of March 29, 2024, there were approximately **83 holders of record** of the Common Stock[170](index=170&type=chunk) - The company has **never paid cash dividends** and does not plan to in the foreseeable future[171](index=171&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) The company's net loss increased to $4.2 million in 2023, driven by higher operating and interest expenses, raising going concern doubts Results of Operations Comparison (2023 vs. 2022) | Line Item | 2023 | 2022 | | :--- | :--- | :--- | | Total Payroll and related expenses | $1,125,603 | $1,106,997 | | Total Other operating expenses | $1,897,845 | $1,030,869 | | **Operating loss** | **($3,023,448)** | **($2,137,866)** | | Interest expense | ($1,178,311) | ($306,393) | | **Net loss** | **($4,200,541)** | **($2,444,259)** | - The increase in net loss from 2022 to 2023 was primarily driven by a **$0.8 million increase in other operating expenses** and a **$0.87 million increase in interest expense** from new debt facilities[189](index=189&type=chunk)[190](index=190&type=chunk) - The company's financial condition raises **substantial doubt about its ability to continue as a going concern**, with only **$3,236 in cash** as of December 31, 2023[192](index=192&type=chunk) Cash Flow Summary (2023 vs. 2022) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net cash used in Operating activities | ($4,570,603) | ($2,316,170) | | Net cash used in Investing activities | ($59,609) | ($1,397,022) | | Net cash provided by Financing activities | $4,632,728 | $3,713,912 | - Financing activities in 2023 included proceeds from the $5M LV Note and the BCV Loan Agreement, and the initial tranche of the Peak One private placement[194](index=194&type=chunk)[196](index=196&type=chunk)[198](index=198&type=chunk)[210](index=210&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=44&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not applicable to the company - Not applicable[223](index=223&type=chunk) [Financial Statements and Supplementary Data](index=44&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the consolidated financial statements and notes, which begin on page F-1 of the Annual Report - The company's consolidated financial statements and supplementary data are included starting on page F-1 of the report[224](index=224&type=chunk) [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=44&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure.) The company reports no disagreements with its accountants on accounting and financial disclosure - None[225](index=225&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of the end of the reporting period - Management concluded that as of December 31, 2023, the company's **disclosure controls and procedures were effective** at a reasonable assurance level[227](index=227&type=chunk) - As a newly public company, this annual report does not include a management assessment or auditor attestation on internal control over financial reporting[228](index=228&type=chunk)[229](index=229&type=chunk) - There were **no changes in internal control over financial reporting** during the quarter ended December 31, 2023, that materially affected, or are reasonably likely to materially affect, internal controls[230](index=230&type=chunk) [Other Information](index=45&type=section&id=Item%209B.%20Other%20Information) This section provides an update on financing conversions and confirms no new executive trading plans were adopted - The company has issued **998,905 shares of common stock** to date pursuant to the full conversion of the principal of the First Debenture from the Peak One transaction[234](index=234&type=chunk) - No directors or executive officers adopted or terminated any Rule 10b5-1 trading arrangements during the fourth quarter of 2023[231](index=231&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=45&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[236](index=236&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=47&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company is led by its CEO and CFO, with an eight-member classified board and three independent standing committees Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | David Villarreal | 72 | President and Chief Executive Officer | | Nicolai Brune | 26 | Chief Financial Officer | - The Board of Directors is divided into three classes and has three standing committees: Audit, Compensation, and Nominating and Governance[243](index=243&type=chunk)[263](index=263&type=chunk) - The Audit Committee is chaired by Christopher Melton, the Compensation Committee by John Scott Magrane, Jr, and the Nominating and Governance Committee by Jeffrey Tweedy[264](index=264&type=chunk) [Executive Compensation](index=54&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation in 2023 was heavily weighted toward stock awards, with a new incentive plan adopted for future equity grants 2023 Summary Compensation Table | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | All Other Comp. ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | David Villarreal, President & CEO | 2023 | 275,000 | 71,025 | 1,131,000 | 1,250 | 1,478,275 | | Nicolai Brune, CFO | 2023 | 217,000 | 55,875 | 348,000 | 1,250 | 622,125 | - CEO David Villarreal's employment agreement provides for an annual base salary of **$300,000** (increased to $450,000 effective Nov 2023) and a discretionary bonus up to 25%[276](index=276&type=chunk) - The company's 2023 Incentive Compensation Plan authorizes up to **4,000,000 shares** for issuance as various equity awards[284](index=284&type=chunk)[289](index=289&type=chunk) - Non-employee director compensation for 2023 included a pro-rated annual cash retainer of **$80,000** and an annual equity grant valued at **$80,000**[305](index=305&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=63&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Safe & Green Holdings Corp is the largest beneficial owner with 44.3% of common stock, while directors and officers as a group own 12.8% Beneficial Ownership as of March 29, 2024 | Name of Beneficial Owner | Shares Beneficially Owned | Percentage of Ownership | | :--- | :--- | :--- | | Safe & Green Holdings Corp | 6,353,508 | 44.3% | | All current executive officers and directors as a group (9 persons) | 1,840,368 | 12.8% | - Under the company's equity compensation plans, **2,168,750 shares remained available** for future issuance as of December 31, 2023[318](index=318&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=64&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has significant related party transactions with its former parent, SG Holdings, including service agreements and a forgiven $4 million note - The company has a shared services agreement with SG Holdings for administrative, accounting, and other support services, for which it incurred fees of **$180,000 in 2023**[333](index=333&type=chunk) - On August 9, 2023, SG Holdings **cancelled and forgave a $4 million promissory note** from the company[325](index=325&type=chunk)[326](index=326&type=chunk) - A Master Purchase Agreement was established with SG Echo, an SG Holdings subsidiary, for modular construction services, with SG Echo receiving a **fee of 12%** of the agreed cost[337](index=337&type=chunk)[338](index=338&type=chunk) - The Board of Directors has determined that **six of its eight directors are independent**[341](index=341&type=chunk) [Principal Accountant Fees and Services](index=70&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company engaged M&K CPAS PLLC as its new auditor in December 2023, with total audit fees increasing significantly to $169,664 - The company changed its independent registered public accounting firm on December 15, 2023, dismissing Whitley Penn LLP and engaging **M&K CPAS PLLC**[343](index=343&type=chunk) Accountant Fees (2023 vs. 2022) | Service Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit fees | $169,664 | $23,000 | | Audit-related fees | — | — | | Tax fees | — | — | | All other fees | — | — | | **Total** | **$169,664** | **$23,000** | Part IV [Exhibit and Financial Statement Schedules](index=72&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section provides an index of all exhibits filed with the report and indicates that financial statements begin on page F-1 - The company's financial statements and notes begin on page F-1 of the Annual Report[350](index=350&type=chunk) - All financial statement schedules have been omitted as they are not applicable, not material, or the required information is included in the financial statements or notes[351](index=351&type=chunk) [Form 10-K Summary](index=72&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company - Not applicable[353](index=353&type=chunk) Consolidated Financial Statements [Financial Statements](index=79&type=section&id=Financial%20Statements) The audited financial statements confirm a $4.2 million net loss for 2023 and include a going concern warning from the independent auditor - The independent auditor's report emphasizes a **"going concern" uncertainty** due to the company's history of net losses and its net capital deficiency[370](index=370&type=chunk)[379](index=379&type=chunk) Consolidated Balance Sheet Highlights (As of Dec 31, 2023) | Category | Amount | | :--- | :--- | | Cash | $3,236 | | Total Assets | $9,559,966 | | Total Current Liabilities | $7,672,189 | | Total Stockholders' Equity | $1,887,777 | - As of December 31, 2023, the company had short-term notes payable, net of discounts, of **$6.8 million**[386](index=386&type=chunk) - Subsequent to year-end, the company entered into several significant transactions, including an agreement to sell its St Mary's property for **$1.35 million** and the acquisition of MWH[470](index=470&type=chunk)[471](index=471&type=chunk)[472](index=472&type=chunk)[476](index=476&type=chunk)