UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 28, 2023

SAFE AND GREEN DEVELOPMENT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

990 Biscayne Blvd

#501, Office 12

Miami, FL 33132

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: 646-240-4235

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

On November 28, 2023, LV Peninsula Holding LLC (“LV Holding”), a Delaware limited liability company and wholly owned subsidiary of Safe and Green Development Corporation (the “Company”), entered into a Contribution Agreement with Preserve Acquisitions, LLC, a Delaware limited liability company (“Preserve”), to form either a Delaware or Texas limited liability company or limited partnership (the “Joint Venture”) for the purpose of owning, holding for investment and ultimately selling a residential housing development (the “Project”) to be developed by the parties on approximately 59.3712 acres located in Lago Vista, Texas currently owned by LV Holding (the “Property”) upon the terms and conditions set forth in the Contribution Agreement and in the operating agreement of the Joint Venture to be negotiated between the parties (the “JV Agreement”). Upon execution of the Contribution Agreement, Preserve provided an earnest money deposit in the amount of $94,000 (the “Initial Earnest Money Payment”). Within 90 days of the execution of the Contribution Agreement, Preserve will provide an additional earnest deposit of $36,000 (the “Additional Earnest Money,” together with the Initial Earnest Money, the “Earnest Money”).

The Contribution Agreement provides that the parties will negotiate the JV Agreement within five months of the November 28, 2023 execution date of the Contribution Agreement. If the parties are unable to reach an agreement on the terms of the JV Agreement by such date either party may terminate the Contribution Agreement. The Contribution Agreement further provides that LV Holding will contribute the Property to the Joint Venture as a capital contribution to be valued at $11.5 million in the JV Agreement.

Pursuant to the Contribution Agreement, Preserve has been granted 150 days (which may be extended upon the making of certain payments) from the date of the execution of the Contribution Agreement to conduct due diligence (“Feasibility Period”), during which it may terminate the Contribution Agreement for any reason and receive a refund of its Earnest Money.

The Contribution Agreement provides that Preserve has 150 days from the date of the execution the Contribution Agreement to examine title and survey matters related to the Property and provide LV Holding written notice of objections which if uncured would allow Preserve, at its option, to receive a refund of its Earnest Money and any deposited amounts of extension fees. In addition, the Contribution Agreement provides that LV Holding must remove, pay and/or satisfy prior to or at Closing (as defined below) any monetary liens (as defined in the Contribution Agreement) on the Property.

The Contribution Agreement further provides that if Preserve fails to submit applications for the building permits necessary for the Phase 1 component of the Project within eleven months of the execution of the Contribution Agreement (the “Submittal Deadline”) and such failure is not cured within 30 days following the Submittal Deadline, then LV Holding may terminate the Contribution Agreement and the Earnest Money and any deposited amounts of extension fees shall be delivered to LV Holding as liquidated damages.

In addition, the Contribution Agreement sets forth remedies for breach of the Contribution Agreement, including breach or default of any material representation, warranty, covenant or obligation under the Contribution Agreement.

The closing for the formation of the Joint Venture (the “Closing”) is to be held on the date which is 30 days after the expiration of the Feasibility Period subject to fulfillment of the following conditions: (a) an affiliate of Preserve, LV Holding or its affiliate (the “LV Member”) and a third party equity investor, if applicable, have executed and delivered the JV Agreement in form approved by Preserve and LV Holding, which terms must be consistent with waterfall provisions set forth in the Contribution Agreement; (b) the Joint Venture having secured a legally binding and unconditional commitment for construction financing and capital commitments sufficient for the Project from third parties (debt and equity); and (c) the Title Agent being unconditionally committed to issue the Owner’s Title Policy to the Joint Venture. In the event that any of the conditions set forth in (a) – (c) above are not satisfied on or prior to the Closing, either LV Holding or Preserve may elect to waive such closing condition and proceed to Closing or terminate the Contribution Agreement. If termination is pursuant to (c) above, Preserve will be entitled to a refund of all Earnest Money and extension fees.

At Closing, LV Holding must pay a 5% brokerage commission based upon the $11.5 million property value. Until the Closing or the earlier termination of the Contribution Agreement, LV Holding has agreed to not convey or encumber all or any portion of the Property, or any interest therein, or enter into any agreement granting to any person any right with respect to the Property (or any portion thereof), provided, however, prior to Closing, LV Holding may solicit, discuss, and negotiate purchase offers so long as it notifies all potential buyers that the Property is under contract pursuant to the Contribution Agreement.

The foregoing description of the Contribution Agreement and the transactions contemplated by the Contribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Contribution Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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