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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 15, 2024

 

SAFE AND GREEN DEVELOPMENT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-41581   87-1375590
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification Number)

 

100 Biscayne Blvd., #1201

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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.

 

The information set forth under Item 8.01 below of this Current Report on Form 8-K is incorporated by reference in this Item 1.01

 

Item 8.01 Other Events

 

Effective November 15, 2024, Safe and Green Development Corporation (the “Company”) closed the sale of approximately 29 acres of land zoned for a manufacturing facility in St. Mary’s, Georgia (the “St. Mary’s Property”) to Pigmental, LLC, a Delaware limited liability company (“Pigmental Studios”), for $1.4 million, of which the Company received (i) $438,328 in cash and (ii) a 90-day promissory note for $960,672 which bears interest at 10% per annum pursuant to the Real Estate Sales Contract with Pigmental Studios, dated as of January 31, 2024, as amended as of April 25, 2024, May 17, 2024 and November 13, 2024. The St. Mary’s Property was sold in conjunction with the Company’s previously announced goal to strategically monetize some of its real estate holdings that have increased in value.

 

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed with this Current Report on Form 8-K:

 

Exhibit
Number
  Exhibit Description
10.1*   Promissory Note issued by Pigmental, LLC, dated November 15, 2024
     
10.2   Agreement of Sale between Safe and Green Development Corporation and Pigmental, LLC, dated January 31, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on February 6, 2024 (File No. 001-41581))
     
10.3   Amendment to Real Estate Sales Contract, dated April 29, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 1, 2024 (File No. 001-41581))
     
10.4   Amendment to Real Estate Sales Contract, dated as of May 17, 2024 (incorporated by reference to Exhibit 10.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 20, 2024 (File No. 001-41581))
     
10.5*   Amendment to Real Estate Sales Contract with Pigmental Studios dated November 13, 2024
     
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document)

 

* Filed herewith

 

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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.

 

  Safe and Green Development Corporation
Dated: November 21, 2024    
  By: /s/ Nicolai Brune
  Name:   Nicolai Brune
  Title:   Chief Financial Officer

 

 

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