Safe & Green Development Corp
For the period ended Jun 30, 2025. Filed Aug 15, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 15, 2025
RENX$0.92+7.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-15.
0001213900-25-044332
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-15.
0001213900-25-076933
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 86 previous paragraphs and 93 current paragraphs.
31 unchanged; 13 reworded; 46 added; 42 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 30 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (46)
Current report
Safe and Green Development Corporation is a Delaware corporation, originally formed in 2021 under the name SGB Development Corp., to engage in real property development using purpose-built, prefabricated modules constructed from both wood and steel. From its inception through 2023, the Company’s operations primarily focused on the acquisition, entitlement, and development of residential properties in high-growth markets across the United States. These efforts included the direct acquisition of land, strategic investments in real estate entities, and joint venture partnerships targeting green, single-family and multifamily housing projects.
Current report
In 2023 and early 2024, the Company expanded its strategy by investing in real estate-related artificial intelligence (“AI”) technologies and entering into additional joint ventures in the Southern Texas market aimed at developing sustainable single-family housing. The Company also announced plans to monetize its real estate holdings by selling properties where third-party appraisals indicated meaningful value appreciation, with proceeds to be reinvested into its operations or used to fund project-level or corporate activities.
Current report
In June 2025, the Company completed its acquisition of Resource Group US Holdings LLC (“Resource Group”), which marked a significant strategic shift in the Company’s core business. Resource Group, through its subsidiaries, is a vertically integrated, full-service operator in the engineered soils and organic recycling industry. Its operations center on the transformation of targeted organic green waste materials into environmentally friendly soil and mulch products. Resource Group also provides comprehensive green waste logistics and collection services through its owned fleet of high-capacity transportation equipment.
Current report
While Resource Group is expected to serve as the Company’s primary operational focus going forward, the Company will also continue to optimize and operate its legacy real estate assets and joint venture interests. In connection with this dual-track strategy, the Company is evaluating the most efficient path to manage its property portfolio while supporting the growth and operational scale of Resource Group.
Current report
Arena Investors
Current report
As of April 4, 2025, the Company entered into a First Amendment to the Securities Purchase Agreement with Arena Special Opportunities Partners II, LP and affiliated funds (collectively, the “Arena Investors”) in connection with the third tranche closing of its private placement offering. Pursuant to this tranche, the Company issued 10% original issue discount convertible debentures in the aggregate principal amount of $555,555 to the Arena Investors for a purchase price of $500,000. The debentures bear interest at 10% per annum, paid-in-kind monthly, and mature eighteen months from the date of issuance. Upon the effectiveness of a registration statement covering the securities issuable under the third tranche (the “Third Registration Statement Effectiveness Date”), the Arena Investors are required to fund an additional $500,000, and the outstanding principal of the debentures will increase by $555,555.
Current report
The debentures are convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $1.6215 and (ii) 92.5% of the lowest daily volume-weighted average price (VWAP) during the ten trading days preceding the applicable conversion date, subject to a floor price of $0.90 and customary anti-dilution adjustments. Based on the floor price, a maximum of 461,043 shares of common stock are issuable upon conversion. The Company also issued to the Arena Investors warrants to purchase up to 461,043 shares of common stock on the same date.
Current report
On April 4, 2025, the Company and the Arena Investors entered into a Registration Rights Agreement, requiring the Company to register the shares underlying the third tranche debentures and warrants. The Company is required to use its reasonable best efforts to have the registration statement declared effective within 75 calendar days of April 4, 2025, or within 150 days in the event of a full SEC review. These deadlines were modified by subsequent agreements between the parties as described below.
Current report
In addition, the Company and the Arena Investors entered into a Global Amendment to prior warrants issued on August 12, 2024, and October 25, 2024, to adjust the exercise price to be the lesser of $1.6215 or 92.5% of the lowest VWAP during the ten trading days immediately preceding the Third Registration Statement Effectiveness Date, subject to customary adjustments.
Current report
Maxim Group LLC served as financial advisor for the transaction and received a $30,000 advisory fee. The Company also reimbursed $20,000 in legal fees incurred by the Arena Investors in connection with the closing.
Current report
Peak One
Current report
On June 26, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which it issued a 10% convertible debenture in the principal amount of $172,500 for a purchase price of $155,000, reflecting a 10% original issue discount. In connection with the closing, the Company paid the investor a $5,000 non-accountable fee to cover transactional expenses and issued a total of 100,000 restricted shares of common stock as commitment shares. The debenture is unsecured, matures twelve months from issuance, and bears interest at 10% per annum payable on maturity. The debenture is subordinated to the Company’s outstanding 10% Original Issue Discount Secured Convertible Debentures previously issued to Arena Investors.
Current report
The debenture becomes convertible at the investor’s option on or after the earlier of March 23, 2026, or the date the Arena Debentures are extinguished. The conversion price is equal to the closing price of the Company’s common stock on the trading day immediately preceding the conversion date, subject to adjustments and a floor price of $0.19. In the event of default, the investor may accelerate the debenture at a 110% premium to the outstanding amount and increase the interest rate to a maximum of 18% per annum. The debenture also prohibits the Company, subject to limited exceptions, from entering into additional variable rate transactions or incurring senior or secured debt until the debenture is fully repaid.
Current report
To facilitate the Offering, the Company entered into a Waiver and Consent agreement with Arena Business Solutions Global SPC II, LTD, effective June 17, 2025. Under the agreement, Arena Business Solutions Global provided a one-time waiver of its rights under its existing Securities Purchase Agreement with the Company, allowing the Company to engage in a single variable rate transaction for a thirty-day period. In consideration, the Company issued Arena Business Solutions Global a five-year pre-funded warrant exercisable for 300,000 shares of common stock at a strike price of $0.0001 per share.
Current report
Additionally, on June 26, 2025, the Company entered into a separate Waiver and Consent with Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP (the “Arena Holders”), to waive certain defaults under the Securities Purchase Agreement dated August 12, 2024 (as amended April 4, 2025), the Arena Debentures issued in August and October 2024 and April 2025, and the related Registration Rights Agreement. The waivers pertain to registration obligations required to be fulfilled under those agreements. The waiver expired on July 19, 2025, if the Company does not file the relevant registration statement by that date.
Current report
In consideration for the Arena Debenture Waiver, the Company increased the outstanding aggregate principal balance of the Arena Debentures from $1,874,723.51 to $1,921,092.60, reflecting a 2.5% increase. The Company also agreed to issue restricted shares of common stock equal to 5% of the increased principal amount of each Arena Debenture, calculated based on the lowest single-day volume-weighted average price of the Company’s common stock during the five trading days preceding June 26, 2025. The share issuances are to be completed on or before July 18, 2025.
Current report
Resource Group Amendment
Current report
On June 2, 2025, the Company entered into an amendment to the Membership Interest Purchase Agreement, originally dated February 25, 2025, with Resource Group US Holdings LLC and its equityholders, in connection with the Company’s acquisition of 100% of the membership interests of Resource Group. Under the amended terms, the purchase price consisted of: (i) $480,000 in aggregate principal amount of unsecured 6% promissory notes, payable on the first anniversary of the closing; (ii) restricted shares of the Company’s common stock equal to 19.99% of the outstanding shares on the date the original agreement was executed; and (iii) 1,500,000 shares of a newly designated Series A Convertible Preferred Stock, which are non-voting and, subject to stockholder approval and compliance with Nasdaq listing requirements, convertible into 9,000,000 restricted shares of the Company’s common stock.
Current report
The acquisition closed on June 2, 2025.
Current report
St. Mary’s Update
Current report
On June 23, 2025, the Company entered into an amendment to the Balloon Payment Promissory Note dated November 15, 2024, originally issued by Pigmental LLC (the “Borrower”) in favor of the Company in the principal amount of $960,672. Upon execution of the amendment, the Borrower paid the Company an extension fee of $40,000. The amendment revised the payment schedule under the note to provide for: (i) a second payment of $250,000 due on or before July 30, 2025 (subject to a 30-day extension if the Borrower provides proof of funds and the Company consents), and (ii) a final payment of $670,672 due on or before October 30, 2025 (or November 29, 2025, if the second payment is extended).
Current report
The amendment also provides for automatic acceleration of all outstanding obligations under the note if any scheduled payment is not made on time. Additional events of default include the Borrower’s default under any other obligations in excess of $50,000, the occurrence of a material adverse change in the Borrower’s financial condition, and failure to cooperate in perfecting the Company’s security interests.
Current report
July 29th Private Placement
Current report
On July 29, 2025, we entered into a Securities Purchase Agreement, dated June 29, 2025 (the “July 29th Purchase Agreement”), with two investors (the “Investors”), pursuant to which the Company sold to the Investors in a private placement priced at-the-market consistent with Nasdaq rules 309,691 shares of its common stock at a purchase price equal to $0.9094, which was greater than the Nasdaq Official Closing Price immediately preceding the signing of the July 29th Purchase Agreement, together with pre-funded warrants exercisable for 173,681 shares of its common stock at a purchase price of $0.9094 less the $0.0001 exercise price, and five-year warrants to purchase 483,372 shares of its common stock (with an exercise price of $0.9094 per share) at a purchase price of $0.125 per Warrant. for aggregate gross proceeds of $560,422.
Current report
The July 29th Purchase Agreement provides the Investors with a right of first refusal (the “ROFR”) for 75 which expires upon: (i) the failure of the Investors to present to the Company within three (3) business days of the July 29th Purchase Agreement a $100,000,000 or greater private placement financing with a third-party (the “Treasury Opportunity”) with Dawson James Securities, Inc. as the exclusive placement agent, to establish a cryptocurrency treasury reserve; (ii) the failure of the Company to enter into an letter of intent (“Letter of Intent”) with a third-party for a $100,000,000 or greater Treasury Opportunity within fifteen (15) business days of the date the Treasury Opportunity is presented to the Company; or (iii) the failure of the Company to consummate a $100,000,000 or greater Treasury Opportunity thirty (30) days from the execution of the Letter of Intent (each, a “Treasury Opportunity Failure”).
Current report
From the date of the July 29th Purchase Agreement until the date of a Treasury Opportunity Failure, the July 29th Purchase Agreement also provides that the Company will not enter into, or agree to, enter into, any agreement, or engage in or otherwise pursue any discussions, negotiations, and/or other activities, with any third party concerning any transaction or potential transaction that would result in gross proceeds to the Company in excess of $2,000,000, regardless of the form or structure of such transaction, that would or could reasonably be expected to preclude, interfere with, impede, delay, or serve as a substitute for or alternative to the consummation of the Treasury Opportunity.
Current report
Pursuant to the July 29th Purchase Agreement, the Company entered into a consulting agreement with Bill Panagiotakopoulos, pursuant to which the Company appointed him as an executive to explore the Treasury Opportunity and agreed to appoint him to the Company’s Board of Directors as a Class II Director. The Consulting Agreement provides that if: (i) there is a Treasury Opportunity Failure; or (ii) the Company reasonably determines that the information set forth in the Officers & Directors Questionnaire provided by Mr. Panagiotakopoulos is incorrect in any material respect (each, a “Resignation Trigger Event”), Mr. Panagiotakopoulos will immediately resign as Executive Consultant to the Company and as a Director of the Company and the Company will have no further payment obligations to him. As a condition of his appointment, Mr. Panagiotakopoulos provided the Company with an irrevocable contingent letter of resignation as Executive Consultant to the Company and as a Director effective upon the occurrence of a Resignation Trigger Event.
Current report
In addition, from and after the date of a Treasury Opportunity Failure, until the one-year anniversary thereof, the Company is prohibited from entering into or agreeing to enter into any agreement relating to a potential transaction similar to the Treasury Opportunity with any party first introduced to the Company by Bill Panagiotakopoulos in connection with a potential Treasury Opportunity pursuant to the July 29th Purchase Agreement.
Current report
In the event that a Treasury Opportunity transaction is consummated by the Company, the July 29th Purchase Agreement provides that Mr. Panagiotakopoulos will be appointed as Chief Executive Officer of the Company.
Current report
The July 29th Purchase Agreement provides that upon the completion of the proposed $100,000,000 Treasury Opportunity, the Company, with the permission of Resource Group US Holdings LLC, a Florida limited liability company, and the former members of Resource Group (the “Resource Group Equityholders”), will use its best efforts to unwind the transactions effected by the Membership Interest Purchase Agreement, dated February 25, 2025, with Resource Group and the Resource Group Equityholders, as amended on June 2, 2025, such that, among other things, all of the 1,500,000 shares of the Company’s non-voting Series A Convertible Preferred Stock issued to the Resource Group Equityholders will be cancelled.
Current report
Bad Debt Expense
Current report
Bad debt expense for the three months ended June 30, 2025 was $3,025,000 compared to $0 for the three months ended June 30, 2024. This increase of $3,025,000 resulted directly from the uncertainty of collectability of the Cumberland note receivable.
Current report
During the three months ended June 30, 2025 and 2024, we incurred $830,196 and $1,065,818 of interest expense. This decrease of $235,621 resulted from an decrease in the balance of our notes payable.
Current report
Results of Operations for the Six Months Ended June 30, 2025 and Six Months Ended June 30, 2024
Current report
Sales
Current report
Payroll and Related Expenses
Current report
Payroll and related expenses for the six months ended June 30, 2025 were $1,137,426 compared to $2,611,732 for the three six ended June 30, 2024. This decrease of $1,474,306 in expenses resulted primarily from the recognition of vesting of restricted stock units during the six months ended June 30, 2024.
Current report
Marketing and Business Development Expenses
Current report
Marketing and business development expenses for six months ended June 30, 2025 were $240,439 compared to $201,811 for the three months ended June 30, 2024.
Current report
General And Administrative Expenses
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Removed paragraphs (42)
Previous report
We were formed in 2021 by Safe & Green Holdings Corp. (“SG Holdings”) for the purpose of real property development utilizing SG Holdings’ proprietary technologies and SG Holdings’ manufacturing facilities. During 2023 and 2024, our business focus was primarily on the direct acquisition and indirect investment in properties nationally to be developed in the future into green single or multi-family projects and increasing our presence in markets with favorable job formation and a favorable demand/supply ratio for multifamily and/or single-family housing. To date, we have generated minimal revenue and our real estate development related activities have consisted mostly of the acquisition and entitlement of three properties, an investment in two entities that have acquired two properties to be further developed, entry into three joint ventures with the intention of developing properties in the Texas market and an investment in real-estate related artificial intelligence (“AI”) assets and entities, as further described below.
Previous report
In January 2024, we announced that we would strategically look to monetize our real estate holdings throughout 2024 by identifying markets where our land may have increased in value, as demonstrated by third-party appraisals and selling those properties. In connection with this strategy, we have entered into agreements to sell our St. Mary’s site and our Lago Vista site described in more detail below. Additionally, we expect to subdivide our McLean property into buildable single family lots that can subsequently be sold to developers or developed internally. We intend to develop the properties that we own and invest the proceeds of sales of our securities and future financings, both at the corporate and project level, and/or sale proceeds from properties that are sold. However, our ability to develop any properties will be subject to our ability to raise capital either through the sale of equity or by incurring debt for which there can be no assurance.’
Previous report
In August 2024, we entered into joint ventures with Milk & Honey LLC, Sugar Phase I LLC and Hacienda Olivia Phase II LLC, with the intention of developing green single-family homes in the Southern Texas market. To date, we have started construction on five single family homes in the Sugar Phase joint venture. The homes were delivered during the first quarter of 2025. Additionally, we were developing 57 single family lots through our Hacienda Olivia. We have also entered into a joint venture named Pulga Internacional with the intention of developing an eco-friendly commercial retail outlet.
Previous report
In February 2025, we entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with Resource Group US Holdings LLC (“Resource Group”) and its members to acquire 100% of the membership interests of Resource Group. See “Membership Interest Purchase Agreement” below for additional information about the Membership Interest Purchase Agreement. While the Company has expressed interest in shifting its primary focus to the business conducted by Resource Group—namely, the transformation of targeted organic green waste materials into engineered, environmentally friendly soil and mulch products—there can be no assurance that the acquisition will be consummated as contemplated, or at all. As a result of this potential acquisition, we have begun evaluating a possible strategic realignment of our business by exploring the monetization of certain real estate holdings held directly by the Company and through its joint ventures. These steps remain preliminary and are contingent on the successful closing of the transaction. Discussions with Resource Group remain ongoing, and the parties continue to negotiate outstanding closing deliverables and satisfy customary closing conditions, including the completion of Resource Group’s audit. Following the potential acquisition, we also anticipate reevaluating the projects, technologies, and operations of our real estate-related AI assets; however, no definitive changes to our strategic direction have been made at this time.
Previous report
Milk & Honey
Previous report
On January 16, 2025, Sugar Phase I LLC (“Sugar Phase 1”), our joint venture with Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), acquired twenty-two (22) lots in South Texas (the “Property”) for a purchase price of $440,000 for development of its residential development project (the “Project”). In connection with the acquisition of the Property, Sugar Phase 1 entered into a Loan Agreement, dated as of January 16, 2025 (the “Loan Agreement”), for the periodic draw down of up to $1,092,672.75 in principal amount of loan proceeds to be used for the completion of the construction of the Project, the payment of the lender’s expenses related to the Loan Agreement and the payment of expenses related to the acquisition by Sugar Phase I of the Property. The loan bears interest at the greater of the 1-Month Term Secured Overnight Financing Rate plus 5.710%, as adjusted monthly, or 9.740%, includes a loan origination fee of $23,110, matures on March 12, 2026 and is secured by the Property and other related collateral. The loan is also guaranteed by each of us and Properties by Milk & Honey LLC (each a “Guarantor”) pursuant to an Unconditional Guaranty, dated January 16, 2025 (the “Guaranty”). The obligations of each Guarantor are joint and several. The Guaranty may be enforced against any Guarantor without attempting to collect from Sugar Phase 1, any other Guarantor or any other person, and without attempting to enforce lender’s rights in any of the collateral. We, Properties by Milk & Honey LLC and the principals of Properties by Milk & Honey LLC also entered into an Indemnity Agreement, dated January 16, 2025 (the “Indemnity Agreement”), for the benefit of the lender under the Loan Agreement, with respect to the Project’s compliance with Environmental Laws, Hazardous Substances Laws and Building Laws (as such terms are defined in the Indemnity Agreement).
Previous report
On March 6, 2025, we entered into a Buyout Agreement (the “Buyout Agreement”) with Milk & Honey, pursuant to which we agreed to sell to Milk & Honey our 60% membership interest (the “Interest”) in Sugar Phase I LLC, for a purchase price of $700,415.24, reflecting amounts contributed and costs incurred by us in connection with the Sugar Phase I project, to be evidenced by a one-year promissory note (the “Note”) in the principal amount of $700,415.24, bearing interest at 10% per annum.
Previous report
The Buyout Agreement and Note provide that Interest will be transferred to Milk & Honey incrementally as the Note is repaid. The closing under the Buyout Agreement occurred on March 7, 2025. In connection therewith, Milk & Honey prepaid $120,000.00 of the principal amount due under the Note and the Company transferred 10.27% of our Interest in Sugar Phase I LLC.
Previous report
As of May 15, 2025, we continue to work with Milk & Honey on the buyout of our 60% membership interest in Sugar Phase I LLC. Under the Buyout Agreement, which closed on March 6, 2025, Milk & Honey agreed to purchase our interest in the joint venture for a total purchase price of $700,415.24, to be paid pursuant to a promissory note.
Previous report
.As of the date of this filing, Milk & Honey has made two payments totaling $385,867.75, resulting in the transfer of an aggregate 41.5% of our original 60% interest. We currently retain an 18.5% interest in Sugar Phase I LLC, with the remaining balance of $172,000 under the note to be paid in future installments.
Previous report
We continue to coordinate with Milk & Honey on the remaining payment schedule and ownership transfers.
Previous report
Mutual Release Agreement Safe & Green Holdings Corp.
Previous report
On January 29, 2025, we entered into a mutual release and discharge agreement (the “Mutual Release”) with Safe & Green Holdings Corp. (“SGBX”) pursuant to which we forgave and released SGBX from its obligations to us under that certain promissory note, dated August 9, 2023, in the principal amount of $908,322.95 and in respect of $815,522 of inter-company advances from us to SGBX (which amounts had been written off our balance sheet as of December 31, 2023) in exchange for SGBX forgiving $394,329 of inter-company debt owed to SGBX by us and for SGBX transferring 276,425 shares (the “Shares”) of our Common Stock owned by SGBX to us. We currently plan to hold the Shares in our treasury. As a result of this agreement, SGBX will no longer be a stockholder of ours.
Previous report
Lago Vista Property
Previous report
On January 30, 2025, LV Peninsula Holding, LLC (“LV Holding”), a wholly owned subsidiary of ours, entered into a Commercial Contract (the “Contract of Sale”) with Lithe Development Inc., a Texas corporation (“Lithe”), to sell our approximately 60-acre waterfront Lake Travis site in Lago Vista, Texas (the “Lago Vista Site”) owned by us to Lithe for $6.575 million. The Contract of Sale provided that the closing of the sale by LV Holding to Lithe of the Lago Vista Site would occur on or before February 12, 2025 following satisfaction of all required closing conditions. Within four business days of signing the Contract of Sale, Lithe must provide to LV Holding an executed JV contract which includes the loan agreement.
Previous report
Lithe has agreed to provide a $1,000 earnest money deposit to evidence its commitment to purchasing the Lago Vista Site. If Lithe breaches the Contract of Sale, LV Holding may terminate the Contract of Sale and receive the earnest deposit as its sole remedy. The Contract of Sale executed on January 30, 2025, supersedes the previously executed Contract of Sale with Lithe, dated April 25, 2024, as amended effective as of July 18, 2024, July 25, 2024 and August 8, 2024, for the Lago Vista Site.
Previous report
As of May 15, 2025, LV Holdings terminated the Contract of Sale as we continue to field additional offers from Lithe and other parties. The Company is also in discussions with Stallion Funding, a private real estate finance company, regarding an extension and renegotiation of the Note.
Previous report
JDI Cumberland Inlet
Previous report
On February 11, 2025, we entered into an Amendment (this “Amendment”) to the Operating Agreement, dated June 24, 2021 for JDI-Cumberland Inlet, LLC, a Georgia limited liability company, by and between us and Jacoby Development Inc., a Georgia corporation, and a Forced Sale Agreement by and between the Company and JDI, pursuant to which JDI-Cumberland acquired our 10% equity interest JDI-Cumberland in exchange for a promissory note (the “Note”) from JDI-Cumberland in the principal amount of $4.5 million. The Note bears interest at the rate of 6.5% per annum, matures on February 6, 2026 and is secured by a pledge of a 10% equity interest in JDI-Cumberland. Payment of the Note is also guaranteed by JDI. This decision to sell our interest is consistent with our decision to strategically realign the business towards engineered soils and logistics.
Previous report
Resource Group US Holdings
Previous report
On February 25, 2025, we entered into a Membership Interest Purchase Agreement (the “RG Purchase Agreement”) with Resource Group US Holdings LLC, a Florida limited liability company (“Resource Group”), and the members of RG (the “RG Equityholders”) to acquire 100% of the membership interests of Resource Group. Resource Group is a next-generation, full-service organic recycling and compost technology company specializing in transforming targeted organic green waste materials into engineered, environmentally friendly soil and mulch products. In addition, Resource Group offers year-round collection and disposal services through high-capacity grapple trucks, open-top walking floor trailers, and variable-sized containers serving green waste generators, landscaping companies, golf courses, communities, and municipalities. Resource Group works to streamline operations by internalizing transportation services, reducing over-the-road mileage, lowering disposal costs, and maximizing efficiency. The purchase price for the membership interests of Resource Group is $480,000 in cash, the issuance of shares of our restricted common stock (the “RG Closing Shares”) equal to 19% of our outstanding shares of common stock at closing and a convertible note (the “RG Convertible Note”) in an amount to be determined at closing, convertible into shares of our restricted common stock subject to the receipt of our shareholders’ approval post-closing in accordance with Nasdaq rules. The RG Closing Shares and the shares of our common stock to be issuable under the RG Convertible Note will together equal 49% of our outstanding shares of common stock at closing.
Previous report
The RG Purchase Agreement provides that our board of directors will be reorganized at closing such that four current directors will remain on the board of directors and three new directors will be appointed to the board of directors by Resource Group. The RG Purchase Agreement further provides that on or prior to the three-month anniversary of the closing, we will use our best efforts to have on file with and approved by the Securities and Exchange Commission an effective registration statement on Form S-1 or any other allowable form providing for the resale by the RG Equityholders on a pro rata basis of the RG Closing Shares issued to them.
Previous report
As of May 15, 2025, the Company continues to evaluate and work toward the potential acquisition of Resource Group; however, there can be no assurance that the transaction will be consummated as contemplated, or at all. Discussions remain ongoing, and the parties are engaged in negotiating outstanding deliverables and conditions to closing, including the completion of Resource Group’s audit. While the Company recognizes the potential strategic benefits of integrating Resource Group’s operations, no final decisions have been made regarding any broader shift in the Company’s business focus pending the successful completion of the transaction.
Previous report
Stock Divided
Previous report
On March 5, 2025, our Board of Directors approved a stock dividend from its treasury (the “Stock Dividend”) of 0.05 shares of our common stock per each outstanding share of our common stock owned, payable on April 22, 2025 to stockholders of record at the close of business on April 7, 2025, such that holders of the common stock received one (1) share of the Company’s common stock for every 20 (twenty) shares held. Cash will be distributed in lieu of fractional shares based on the opening price of a share of common stock on April 8, 2025.
Previous report
Arena Amendment
Previous report
The Third Closing Debentures mature eighteen months from their date of issuance and bears interest at a rate of 10% per annum paid-in-kind (“PIK Interest”), unless there is an event of default under the applicable Third Closing Debenture. The PIK Interest shall be added to the outstanding principal amount of the applicable Third Closing Debenture on a monthly basis as additional principal obligations thereunder for all purposes thereof (including the accrual of interest thereon at the rates applicable to the principal amount generally). Each Third Closing Debenture is convertible, at the option of the holder, at any time, into such number of shares of our common stock equal to the principal amount of such Third Closing Debenture plus all accrued and unpaid interest at a conversion price equal to the lesser of (i) $1.6215, and (ii) 92.5% of lowest daily volume weighted average price (VWAP) of our common stock during the ten trading day period ending on such conversion date (the “Conversion Price”), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions, and subject to a floor price of $0.90 (subject to proportional adjustment for stock splits). Based upon the floor price, the maximum number of shares issuable upon conversion of the Third Closing Debentures issued on April 4, 2025, is 461,043 shares of Common Stock. In connection with the closing of the third tranche we reimbursed Arena Investors $20,000.00 for its legal fees and expenses.
Previous report
Pursuant to the Arena Amendment, we agreed to issue to the Arena Investors common stock purchase warrants (the “Third Closing Warrants”) on each applicable closing date to purchase a number of shares of our common stock (the “Warrant Shares”) equal to 20% (or in the case of any warrant issued on April 4, 2025, 50%) of the total principal amount of the related Third Closing Debentures purchased by the Arena Investors on such closing date divided by 92.5% of the lowest daily VWAP of our common stock during the ten trading day period immediately preceding such closing date, subject to adjustment upon the occurrence of certain events as set forth in such Third Closing Warrants. On April 4, 2025, we issued to the Arena Investors Third Closing Warrants to purchase 461,043 Warrant Shares. The Third Closing Warrants expire five years from their date of issuance. The Third Closing Warrants are exercisable, at the option of the holder, at any time, at an exercise price (the “Exercise Price”) equal to the lesser of (i) $1.6215, and (ii) 92.5% of lowest daily volume weighted average price (VWAP) of our common stock during the ten trading day period immediately preceding the Third Registration Statement Effectiveness Date (as defined therein), subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions. The Third Closing Warrants provide for cashless exercise under certain circumstances.
Previous report
On April 4, 2025, we entered into a Registration Rights Agreement (the “RRA”) with the Arena Investors that provides that we will file with the Securities and Exchange Commission (the “SEC”) a registration statement to register the maximum number of Registrable Securities (as defined in the RRA) issuable under the Third Closing Debentures and the Third Closing Warrants as shall be permitted to be included thereon in accordance with applicable SEC rules. The Arena Amendment provides that we will use our reasonable best efforts to have the registration statement declared effective by the SEC no later than the “Third Registration Statement Effectiveness Date,” which is defined in the Arena Amendment as the 75th calendar day following April 4, 2025 (or, in the event of a “full review” by the SEC, no later than the 150th calendar day following April 4, 2025); provided, however, that if the registration statement will not be reviewed or is no longer subject to further review and comments, the Third Registration Statement Effectiveness Date will be the fifth trading day following the date on which the Company is so notified if such date precedes the date otherwise required above.
Previous report
On April 4, 2025we entered into a Global Amendment (the “Global Amendment”) with the Arena Investors to the common stock purchase warrants, dated as of August 12, 2024, and the common stock purchase warrants, dated as of October 25, 2024, previously issued to the Arena Investors (collectively, the “Existing Warrants”) to provide that the exercise price of the Existing Warrants shall be equal to the lesser of (i) $.1.6215, and (ii) 92.5% of lowest daily volume weighted average price (VWAP) of our common stock during the ten trading day period immediately preceding the Third Registration Statement Effectiveness Date, subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions.
Previous report
Our significant accounting policies are discussed in “Note 2— Summary of Significant Accounting Policies” of the notes to our financial statements for the three months ended March 31, 2025 and the year ended December 31, 2024 included elsewhere in this Form 10-Q. We believe that the following accounting policies are the most critical in fully understanding and evaluating our reported financial results.
Previous report
Investment Entities— On May 31, 2021, we agreed to contribute $600,000 to acquire a 50% membership interest in Norman Berry II Owner LLC (“Norman Berry”). We contributed $350,329 and $114,433 of the initial $600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $135,183 funded in the fourth quarter of 2021. The purpose of Norman Berry is to develop and provide affordable housing in the Atlanta, Georgia metropolitan area. The Company has determined it is not the primary beneficiary of Norman Berry and thus will not consolidate the activities in its financial statements. We will use the equity method to report the activities as an investment in its condensed consolidated financial statements.
Previous report
On June 24, 2021, we entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). We contributed $3,000,000 for its 10% equity interest. During the year ended December 31, 2023, we contributed an additional $25,000. The purpose of Cumberland is to develop a waterfront parcel in a mixed-use destination community. We have determined we are not the primary beneficiary of Cumberland and thus will not consolidate the activities in its condensed consolidated financial statements. We will use the equity method to report the activities as an investment in its condensed consolidated financial statements.
Previous report
On February 11, 2025, we entered into an Amendment (this “February Amendment”) to the Operating Agreement, dated June 24, 2021 (the “Operating Agreement”), for Cumberland, by and between us and Jacoby Development Inc., a Georgia corporation (“JDI”), and a Forced Sale Agreement by and between the Company and JDI, pursuant to which Cumberland acquired the Company’s 10% equity interest (the “LLC Interest”) in Cumberland in exchange for a promissory note (the “Cumberland Note”) from Cumberland in the principal amount of $4.5 million. The Cumberland Note bears interest at the rate of 6.5% per annum, matures on February 6, 2026 and is secured by a pledge of a 10% equity interest in Cumberland. Payment of the Cumberland Note is also guaranteed by JDI.
Previous report
In connection with the Buyout Agreement, we will no longer consolidate the activities of Sugar Phase in the Company’s financial statements. The Company is now not the primary beneficiary of Sugar Phase and will use the equity method to report the activities as an investment in its condensed consolidated financial statements.
Previous report
During the three months ended March 31, 2025 and 2024, Norman Berry and Sugar Phase did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of March 31, 2025 and December 31, 2024.
Previous report
Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Repairs and maintenance are charged to expense when incurred.
Previous report
On May 10, 2021 we acquired a 50+ acre Lake Travis project site in Lago Vista, Texas (“Lago Vista”) for $3,576,130 which is recorded in assets held for sale on the accompanying balance sheets.
Previous report
During February 2022 and September 2022, we acquired properties in Oklahoma and Georgia for $893,785 and $296,870, respectively, which is recorded as land on the accompanying balance sheets. In addition, during 2024, through its JV Agreements, the Company acquired land with a value of $482,395 in Texas.
Previous report
Intangible assets* *— Intangible assets consist of $22,210 of website costs that will be amortized over 5 years, and $1,028,323 of software development costs will be amortized over 3 years.
Showing the first 40 of 42 passages. Open the source sections for the rest.
Reworded paragraphs (13)
Previous wording
During the three months ended March 31, 2025 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $18,170. For the three months ended March 31, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $49,816. This decrease of $31,646 resulted from a lower amount of real estate closings during the three months ended March 31, 2025.
Current wording
During the three months ended June 30, 2025 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $1,402,511. For the three months ended March 31, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $42,162. This increase of $1,360,349 resulted from the acquisition of Resource Group during the three months ended June 30, 2025.
Previous wording
Payroll and related expenses for the three months ended March 31, 2025 were $451,451 compared to $2,016,087 for the three months ended March 31, 2024. This decrease of $1,564,636 in expenses resulted primarily from stock-based compensation of $1,746,640 being recognized during the three months ended March 31, 2024.
Current wording
Payroll and related expenses for the three months ended June 30, 2025 were $685,975 compared to $595,645 for the three months ended June 30, 2024. This increase of $90,330 in expenses resulted primarily from increased payroll as a result of the Resource acquisition during the three months ended June 30, 2025.
Previous wording
Marketing and business development expenses for three months ended March 31, 2025 were $83,661 compared to $69,150 for the three months ended March 31, 2024.
Current wording
Marketing and business development expenses for three months ended June 30, 2025 were $156,778 compared to $132,6610 for the three months ended June 30, 2024.
Previous wording
General and administrative expenses for three months ended March 31, 2025 were $735,120 compared to $466,254 for the three months ended March 31, 2024. This increase of $268,866 resulted primarily from the increased cost of professional fees in relation of being a public company, as well as an increase in professional fees from various activities.
Current wording
General and administrative expenses for three months ended June 30, 2025 were $1,611,549 compared to $216,829 for the three months ended June 30, 2024. This increase of $1,394,720 resulted primarily from the increased cost of professional fees in relation of being a public company, as well as an increase in professional fees from various activities and impairment of our intangible assets.
Previous wording
During the three months ended March 31, 2025 and 2024, we incurred $23,688 and $0 of interest income. This increase of $23,688 resulted from a notes receivable balance during the three months ended March 31, 2025.
Current wording
During the three months ended June 30, 2025 and 2024, we incurred $23,984 and $0 of interest income. This increase of $23,984 resulted from a notes receivable balance during the three months ended June 30, 2025.
Previous wording
During the three months ended March 31, 2025 and 2024, we incurred $954,648 and $565,996 of interest expense. This increase of $388,652 resulted from an increase in the balance of our notes payable.
Current wording
During the six months ended June 30, 2025 and 2024, we incurred $1,784,845 and $1,631,814 of interest expense. This increase of $153,031 resulted from an increase in the balance of our notes payable.
Previous wording
We have generated limited revenue and have incurred significant net losses in each year since inception. For the three months ended March 31, 2025, we incurred a net loss of $2,179,993 as compared to a net loss of $3,067,671 for the three months ended March 31, 2024. We expect to incur increasing losses in the future. As of March 31, 2025 and December 31, 2024, we had cash of $17,540 and $296,202, respectively. We have recently funded our operations through bridge note financing, project level financing, and the issuance of our equity and debt securities. Prior to us becoming a public company, our operations were primarily been funded through advances from SG Holdings and we had been largely dependent upon SG Holdings for funding. We have recently funded our operations through bridge note financing, project level financing, and the issuance of our equity and debt securities. We intend to finance Resource Group’s expansion and our operations from the proceeds of sales of our securities to Arena Investors LP and future financings, both at the corporate and project level, and/or sale proceeds from properties that are sold.. Additional financing will be required to continue operations, which may not be available at acceptable terms, if at all. If we are unable to obtain additional funding when it becomes necessary, we would likely be forced to delay, reduce, or terminate some or all of our operating activities, including selling some of our properties. There is no guarantee we will be successful in raising capital outside of our current sources. These and other factors raise substantial doubt about our ability to continue as a going concern.
Current wording
We have generated limited revenue and have incurred significant net losses in each year since inception. For the six months ended June 30, 2025, we incurred a net loss of $7,903,950 as compared to a net loss of $5,036,486 for the six months ended June 30, 2024. We expect to incur increasing losses in the future. As of June 30, 2025 and December 31, 2024, we had cash of $403,086 and $296,202, respectively. Prior to us becoming a public company, our operations were primarily being funded through advances from SG Holdings and we had been largely dependent upon SG Holdings for funding. We have recently funded our operations through bridge note financing, project level financing, and the issuance of our equity and debt securities. We intend to finance Resource Group’s expansion and our operations from the proceeds of future financings, and/or sale proceeds from properties that are sold. Additional financing will be required to continue operations, which may not be available at acceptable terms, if at all. If we are unable to obtain additional funding when it becomes necessary, we would likely be forced to delay, reduce, or terminate some or all of our operating activities, including selling some of our properties. There is no guarantee we will be successful in raising capital outside of our current sources. These and other factors raise substantial doubt about our ability to continue as a going concern.
Previous wording
On October 25, 2024, Safe and Green Development Corporation (the “Company”) closed the second tranche of its private placement offering (the “Offering”) with Arena Special Opportunities Partners II, LP, Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP (collectively, the “Arena Investors”) under a Securities Purchase Agreement, dated August 12, 2024, as amended on August 30, 2024 (the “Purchase Agreement”), between the Company and the Arena Investors, pursuant to which the Company issued 10% convertible debentures (the “Second Closing Debentures”) in the aggregate principal amount of Two Million Two Hundred Twenty-Two Thousand Two Hundred and Twenty-Two Dollars ($2,222,222) to the Arena Investors and warrants (the “Second Closing Warrants”) to purchase up to 170,892 shares (the “Warrant Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).
Current wording
On October 25, 2024, the Company closed the second tranche of its private placement offering (the “Offering”) with Arena Special Opportunities Partners II, LP, Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP (collectively, the “Arena Investors”) under a Securities Purchase Agreement, dated August 12, 2024, as amended on August 30, 2024 (the “Purchase Agreement”), between the Company and the Arena Investors, pursuant to which the Company issued 10% convertible debentures (the “Second Closing Debentures”) in the aggregate principal amount of Two Million Two Hundred Twenty-Two Thousand Two Hundred and Twenty-Two Dollars ($2,222,222) to the Arena Investors and warrants (the “Second Closing Warrants”) to purchase up to 170,892 shares (the “Warrant Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).
Previous wording
On April 4, 2025, we entered into an amendment (the “Arena Amendment”) to the Securities Purchase Agreement, dated August 12, 2024, as amended on August 30, 2024 (the “Purchase Agreement”), previously entered into with Arena Special Opportunities Partners II, LP, Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP (collectively, the “Arena Investors”) in connection with the closing of the third tranche of a private placement offering (the “Offering”) with Arena Investors pursuant to which we issued 10% convertible debentures (the “Third Closing Debentures”) in the aggregate principal amount of $555,555 to Arena Investors. The Third Closing Debentures were sold to the Arena Investors for a purchase price of $500,000, representing an original issue discount of ten percent (10%). The Third Closing Debentures provide that so long as no Event of Default (as defined therein) has then occurred, upon the Third Registration Statement Effectiveness Date (as defined therein), the Arena Investors will provide the Company with an additional $500,000 in cash and the then outstanding principal balance owing under the Third Closing Debentures will increase by $555,555.
Current wording
On April 4, 2025, the Company entered into an amendment (the “First Amendment”) to the Arena Purchase Agreement in connection with the closing of the third tranche of its private placement offering with Arena Investors pursuant to which the Company issued 10% convertible debentures (the “Third Closing Debentures”) in the aggregate principal amount of Five Hundred Fifty Five Thousand Five Hundred Fifty Dollars ($555,555) to Arena Investors. The Third Closing Debentures were sold to the Arena Investors for a purchase price of $500,000, representing an original issue discount of ten percent (10%). For additional information, see the section above titled “Recent Developments.”
Previous wording
***Arena ELOC.***On August 12, 2024 , we also entered into an Purchase Agreement (the “Arena ELOC”) with Arena Business Solutions Global SPC II, LTD (“Arena Global”), pursuant to which the Company shall have the right, but not the obligation, to direct Arena Global to purchase up to $50,000,000.00 (the “Maximum Commitment Amount”) in shares of the Company’s common stock in multiple tranches upon satisfaction of certain terms and conditions contained in the Arena ELOC, which includes, but is not limited to, filing a registration statement with the SEC and registering the resale of any shares sold to Arena Global. Accordingly, we currently have the right, but not the obligation, to direct Arena Global to purchase up to $50,000,000.00 of our common stock.
Current wording
***Arena ELOC.***On August 12, 2024, we also entered into an Purchase Agreement (the “Arena ELOC”) with Arena Business Solutions Global SPC II, LTD (“Arena Global”), pursuant to which the Company shall have the right, but not the obligation, to direct Arena Global to purchase up to $50,000,000.00 (the “Maximum Commitment Amount”) in shares of the Company’s common stock in multiple tranches upon satisfaction of certain terms and conditions contained in the Arena ELOC, which includes, but is not limited to, filing a registration statement with the SEC and registering the resale of any shares sold to Arena Global. As of August 8, 2025, the Arena ELOC has been terminated.
Previous wording
Operating activities used net cash of $551,874 during the three months ended March 31, 2025, and used cash of $693,778 during the nine months ended March 31, 2024. Cash used in operating activities decreased by $172,636 due to an decrease of net loss of $1,040,176, depreciation of $204, increase in amortization of debt issuance cost of $286,499, decrease in stock based compensation of $1,658,140, common stock for services of $322,871, increase change in prepaid assets and other current assets of $92,235, and an increase in change in accounts payable of $545,349.
Current wording
Operating activities provided net cash of $313,418 during the six months ended June 30, 2025, and used cash of $1,270,494 during the six months ended June 30, 2024. Cash used in operating activities decreased by $1,583,912 due to an decrease of net loss of $157,513, increase depreciation of $144,329, increase in amortization of 62,510, decrease in amortization of debt issuance cost of $218,290, increase in amortization of right of use of $1,687, decrease in stock based compensation of $1,754,720, common stock for services of $197,871, common stock for debt and warrant issuance of $586,821, increase of impairment of $965,812 increase change in prepaid assets and other current assets of $175,985, and an increase in change in accounts payable of $2,762,313.
Previous wording
Investing activities used net cash of $10,000 during the three months ended March 31, 2025, and $87,799 net cash during the three months ended March 31, 2024, which is a decrease in cash used of $77,799. This change results from, a decrease of cash acquired from a business combination of $1,082, decrease in intangible assets of $20,731, decrease in the purchase of computers and software of $32,000, an increase in project pre-development costs of $26,150.
Current wording
Investing activities provided net cash of $358,796 during the six months ended June 3, 2025, and used $30,820 net cash during the six months ended June 30, 2024, which is an increase in cash used of $389,616. This change results from, a increase of cash acquired from a business combination of $1,082, decrease in intangible assets of $7,778, decrease in the purchase of computers and software of $1,002, an increase in project pre-development costs of 30,900, and increase of $309,557 from acquisition, $59,591 from JV.
Previous wording
Cash provided from financing activities was $283,211 during the three months ended March 31, 2025, which resulted from 232,784 debt issuance costs paid, increased by $1,094,400 proceeds from short-term note payable and $578,405 in repayments of short-term notes payable. Cash provided from financing activities was $855,878 during the three months ended March 31, 2024, which resulted from $321,117 debt issuance costs paid, increased by $651,700 proceeds from short-term note payable, and $525,295 from issuance of common stock.
Current wording
Cash used from financing activities was $496,893 during the six months ended June 30, 2025, which resulted from $361,477 debt issuance costs paid, increased by $1,041,800 proceeds from short-term note payable, $1,139,993 in repayments of short-term notes payable, $13,620 payments on finance lease and $58 from payment related to stock splits. Cash provided from financing activities was $1,322,316 during the six months ended June 30, 2024, which resulted from $895,794 debt issuance costs paid, increased by $1,501,700 proceeds from short-term note payable, and $716,410 from issuance of common stock.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
During the six months ended June 30, 2025 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $1,420,681. For the six months ended June 30, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $91,978. This increase of $1,328,703 resulted from the acquisition of Resource Group during the six months ended June 30, 2025.
Current report — wording carried from elsewhere
General and administrative expenses for six months ended June 30, 2025 were $2,346,669 compared to $683,084 for the six months ended June 30, 2024. This increase of $1,663,585 resulted primarily from the increased cost of professional fees in relation of being a public company, as well as an increase in professional fees from various activities, and impairment of our intangible assets.
Current report — wording carried from elsewhere
During the six months ended June 30, 2025 and 2024, we incurred $47,672 and $0 of interest income. This increase of $47,672 resulted from a notes receivable balance during the six months ended June 30, 2025.