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): June 23, 2025

SAFE AND GREEN DEVELOPMENT CORPORATION

(Exact Name of Registrant as Specified in its Charter)

100 Biscayne Blvd., #1201

Miami, FL 33132

(Address of Principal Executive Offices, Zip Code)

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

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

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 June 23, 2025, Safe and Green Development Corporation (the “Company”) entered into an Amendment to the Balloon Payment Promissory Note, dated November 15, 2024, in the original principal amount of $960,672.00 (the “Note”) issued to the Company by Pigmental LLC (“Borrower”).

Upon execution of the Amendment, the Company received $40,000 as an initial earnest money payment from the Borrower. The Amendment provides for a second payment of $250,000 from Borrower on or before July 30, 2025 (provided the Company may approve a 30-day extension subject to the Borrower’s submission of proof of funds), and a final payment of $670,672 on or before October 30, 2025 (or November 29, 2025, if the second payment is extended).The Amendment provides for automatic acceleration of all outstanding obligations if any scheduled payment is not timely made, as well as additional events of default including defaults under other obligations exceeding $50,000, the occurrence of a material adverse change in Borrower’s financial condition, and failure to cooperate in perfecting security interests.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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.