UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events
On August 26, 2025, Safe and Green Development Corporation (the “Company”) provided written notice under the Securities Purchase Agreement, dated June 29, 2025 (the “Purchase Agreement”), between the Company and the investors signatory thereto (the “Investors”), that the Investors’ right of first refusal (as set forth in the Purchase Agreement) to participate in any proposed sale of equity or debt securities of the Company had expired pursuant to its terms by reason of: (i) the Company not being presented by the Investors with a $100,000,000 or greater private placement financing with a third-party within three (3) business days of the Purchase Agreement (the “Treasury Opportunity”); (ii) the Company not receiving or entering into any letter of intent (“Letter of Intent”) with a third-party for a $100,000,000 or greater Treasury Opportunity; and (iii) the Company not consummating a $100,000,000 or greater Treasury Opportunity thirty (30) days from the execution of any Letter of Intent or otherwise (each, a “Treasury Opportunity Failure”).
In addition, as a result of the Treasury Opportunity Failure, the Consulting Agreement, dated June 29, 2025, by and between the Company and Bill Panagiotakopoulos terminated pursuant to its terms and Mr. Panagiotakopoulos’ resignation as consultant to the Company became effective.
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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: August 29, 2025 | By: | /s/ Nicolai Brune | |
| Name: | Nicolai Brune | ||
| Title: | Chief Financial Officer | ||
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