M&A - Safe & Green Development Corp

Form Type: 8-K

Filing Date: 2025-06-04

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025050980

Filing Summary: On June 2, 2025, Safe and Green Development Corporation completed the acquisition of Resource Group US Holdings LLC, an environmental solutions company. The acquisition involved the Company purchasing 100% of Resource Group's membership interests, altering the consideration outlined in a previous Membership Interest Purchase Agreement dated February 25, 2025. The new agreement includes a purchase price comprising $480,000 in 6% promissory notes, the issuance of shares of the Company’s restricted common stock amounting to 19.99% of the Company's outstanding shares, and 1,500,000 shares of newly designated Series A Convertible Preferred Stock, convertible into 9,000,000 shares of common stock upon stockholder approval. The acquisition requires a proxy statement to be filed with the SEC for stockholder approval of certain share issuances and is expected to ensure compliance with NASDAQ's listing requirements. The transaction also includes reconstitution of the Company's Board of Directors following the closing. Financial statements related to the acquisition will be filed by amendment within 71 days of this report. Furthermore, a certificate of designations for the Series A Preferred Stock was filed, detailing its conversion terms and rights, and the Company amended its bylaws to alter quorum requirements for stockholder meetings.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025044332

Filing Summary: Safe & Green Development Corporation reported its quarterly financial results for the period ending March 31, 2025, highlighting significant activities including an acquisition of Resource Group US Holdings LLC. This acquisition, which was finalized as part of a Membership Interest Purchase Agreement, will shift the company's primary focus to transforming organic waste into environmentally friendly soil products. The company is also engaged in monetizing its real estate holdings to bolster capital for development projects. Financial data shows a total revenue of $18,170 with operating losses of $1,263,862 for the quarter. As of May 15, 2025, the company remains a smaller reporting entity with strategic ventures ongoing in property development, particularly in Texas. Furthermore, the company has undergone a capital restructuring with substantial adjustments in stockholder equity due to recent transactions.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000121390025026215

Filing Summary: Safe & Green Development Corporation filed its annual report for the fiscal year ending December 31, 2024. The report outlines various business operations and a significant acquisition agreement with Resource Group US Holdings LLC to acquire 100% of Resource Group's membership interests. This acquisition is pivotal, as it aims to transform the company's focus towards the organic recycling and compost technology sector, leveraging Resource Group's capabilities in processing organic waste into environmentally friendly products. The deal involves $480,000 in cash, shares equating to 19% of outstanding common stock, and a convertible note contingent on shareholder approval. After the acquisition, the company's strategic focus will pivot from real estate development to engineered soils business, with an expected shift in its management structure.

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025022742

Filing Summary: On March 6, 2025, Safe and Green Development Corporation entered into a Buyout Agreement with Properties by Milk & Honey LLC to sell its 60% membership interest in Sugar Phase I LLC, a joint venture established with Milk & Honey, for a total purchase price of $700,415.24. The sale will be recorded as a one-year promissory note at an interest rate of 10% per annum. The transfer of the interest will occur incrementally as the note is repaid. The closing of this transaction took place on March 7, 2025, where Milk & Honey prepaid $120,000 of the note, and the Company transferred 10.27% of its interest in the joint venture, leaving it with a 49.73% stake in the JV.

Form Type: 425

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025020406

Filing Summary: On March 5, 2025, Safe and Green Development Corporation announced its proposed acquisition of Resource Group US Holdings LLC. The company issued a letter to its stockholders detailing this acquisition, and a copy of this press release letter is attached as Exhibit 99.1 to the Current Report on Form 8-K. This represents a strategic move for the company aimed at expanding its operations and enhancing shareholder value.

Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025020399

Filing Summary: On March 5, 2025, Safe and Green Development Corporation announced its proposed acquisition of Resource Group US Holdings LLC. The announcement was made in a letter to stockholders, which was also included as a press release attached to the filing. This acquisition marks a significant move for the Company, highlighting its growth strategy and willingness to expand its operations through strategic purchases. The press release attached as Exhibit 99.1 provides further details on the acquisition and its implications for stakeholders.

Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025013032

Filing Summary: On February 11, 2025, Safe and Green Development Corporation entered into an Amendment to the Operating Agreement for JDI-Cumberland Inlet, LLC, where the Company transferred its 10% equity interest in exchange for a $4.5 million promissory note from JDI-Cumberland. This note carries an interest rate of 6.5% and matures on February 6, 2026, and is secured by a pledge of the same equity interest. Additionally, the Company received a notification from Nasdaq regarding non-compliance with listing rules due to insufficient stockholders' equity, but has submitted a Compliance Plan and believes it has regained compliance as a result of the aforementioned transaction. The Company has until February 24, 2025, to demonstrate full compliance to Nasdaq to avoid delisting.

Form Type: 8-K

Filing Date: 2025-02-05

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025010617

Filing Summary: On January 30, 2025, Safe & Green Development Corporation's wholly owned subsidiary, LV Peninsula Holding, LLC, entered into a contract to sell approximately 60 acres of waterfront property located at Lake Travis in Lago Vista, Texas to Lithe Development Inc. for a total of $6.575 million. The sale is expected to close on or before February 12, 2025, contingent upon the satisfaction of required closing conditions. Lithe is required to submit an executed joint venture contract and loan agreement within four business days of signing the Contract of Sale, along with a $1,000 earnest money deposit as a commitment to the purchase. This agreement supersedes a previous contract with Lithe for the same property that was executed in April 2024 and subsequently amended in mid-2024. The detailed terms of the Contract of Sale are outlined in the attached Exhibit 10.1.