Safe & Green Development Corp

• Management will have broad discretion over the use of the net proceeds.

• Our limited operating history makes it difficult for us to evaluate our future business prospects.

• Our auditors have expressed substantial doubt about our ability to continue as a going concern.

• Our financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth or investments effectively.

• The long-term sustainability of our operations as well as future growth depends in part upon our ability to acquire land parcels suitable for residential projects at reasonable prices.

• We operate in a highly competitive market for investment opportunities, and we may be unable to identify and complete acquisitions of real property assets.

• Our property portfolio has a high concentration of properties located in certain states.

• There can be no assurance that the properties in our development pipeline will be completed in accordance with the anticipated timing or cost.

• Our insurance coverage on our properties may be inadequate to cover any losses we may incur and our insurance costs may increase.

• Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks.

• We rely on third-party suppliers and long supply chains, and if we fail to identify and develop relationships with a sufficient number of qualified suppliers, or if there is a significant interruption in our supply chains, our ability to timely and efficiently access raw materials that meet our standards for quality could be adversely affected.

• Previously undetected environmentally hazardous conditions may adversely affect our business.

• Legislative, regulatory, accounting or tax rules, and any changes to them or actions brought to enforce them, could adversely affect us.

• If we were deemed to be an investment company, applicable restrictions could make it impractical for us to continue our business as contemplated and could have an adverse effect on our business.

• Our industry is cyclical and adverse changes in general and local economic conditions could reduce the demand for housing and, as a result, could have a material adverse effect on us.

• Fluctuations in real estate values may require us to write-down the book value of our real estate assets.

• We could be impacted by our investments through joint ventures, which involve risks not present in investments in which we are the sole owner.

• We may not be able to sell our real property assets when we desire.

• If we were to default in our obligation to repay the loan we received from BCV S&G DevCorp or Peak One, it could disrupt or adversely affect our business and our stock price could decline.

• Future outbreaks of any highly infectious or contagious diseases, could materially and adversely impact our performance, financial condition, results of operations and cash flows.

• SG Holdings beneficially owns a significant portion of our outstanding common stock, and it may therefore be able to substantially control our management and affairs.

• We currently do not intend to pay dividends on our common stock. Consequently, our stockholders’ ability to achieve a return on their investment will depend on appreciation in the price of our common stock.

• We may issue shares of preferred or common stock in the future, which could dilute your percentage ownership of the Company.

• Provisions in our corporate charter documents and under Delaware law could make an acquisition of our company more difficult and may prevent attempts by our stockholders to replace or remove our management.

• Our failure to comply with continued listing requirements of Nasdaq.

• Risks relating to ownership of our common stock, including high volatility and dilution.

The risks and uncertainties included here are not exhaustive or necessarily in order of importance. Other sections of this prospectus, including “Risk Factors” beginning on page 15, our Annual Report on Form 10-K for the year ended December 31, 2023, and other reports that we file with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.

Further, it is not possible to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to correct or update any forward-looking statements to reflect events or circumstances that occur after the date of this prospectus.