SGD / Safe and Green Development Corporation - تصريحات هيئة الأوراق المالية والبورصات، التقرير السنوي، بيان الوكيل

شركة التنمية الآمنة والخضراء

الإحصائيات الأساسية
CIK 1959023
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Safe and Green Development Corporation
SEC Filings (Chronological Order)
توفر هذه الصفحة قائمة كاملة ومرتبة ترتيبًا زمنيًا لتصريحات هيئة الأوراق المالية والبورصات، باستثناء تصريحات الملكية التي نقدمها في مكان آخر.
August 29, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

August 29, 2025 8-K

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): August 26, 2025 SAFE AND GREEN DE

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): August 26, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporati

August 20, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdicti

August 18, 2025 8-K

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): August 18, 2025 SAFE AND GREEN DE

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): August 18, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporati

August 18, 2025 EX-99.1

2

Exhibit 99.1 Safe and Green Development Corporation Reports Over 3,200% Year-Over-Year Revenue Growth in Q2 2025; Resource Group Integration Positions Company for Accelerated Second-Half Performance Miami, FL – August 18, 2025 – Safe and Green Development Corporation (NASDAQ: SGD) (“SGD” or the “Company”), a real estate development and environmental solutions company, today announced financial res

August 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41581 SAFE AND GREEN DEVELO

August 15, 2025 NT 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41581 CUSIP NUMBER 78637J204 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Repor

August 12, 2025 EX-99.3

RESOURCE GROUP US HOLDINGS LLC AND SUBSIDIARIES TABLE OF CONTENTS

Exhibit 99.3 RESOURCE GROUP US HOLDINGS LLC AND SUBSIDIARIES TABLE OF CONTENTS Page Number Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID: 2738) F-2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F-3 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023 F-4 Consolidated Statements of Changes in Members’ Deficit fo

August 12, 2025 EX-99.5

RESOURCE GROUP US HOLDINGS LLC AND SUBSIDIARIES TABLE OF CONTENTS

Exhibit 99.5 RESOURCE GROUP US HOLDINGS LLC AND SUBSIDIARIES TABLE OF CONTENTS Page Number Financial Statements Consolidated Balance Sheets as of March 31, 2025 and 2024 (Unaudited) F-2 Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 (Unaudited) F-3 Consolidated Statements of Changes in Members’ Deficit for the Three Months Ended March 31, 2025 and 2024 (Un

August 12, 2025 EX-99.4

SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS

Exhibit 99.4 SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES TABLE OF CONTENTS Page Number Financial Statements Consolidated Balance Sheets as of March 31, 2025, December 31, 2024 and 2023(Unaudited) F-3 Consolidated Statements of Operations for the Three Months Ended March 31, 2025 and 2024 and the Years Ended December 31, 2024 and 2023(Unaudited) F-6 Notes to Unaudited Pro Forma Condense

August 12, 2025 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdicti

August 4, 2025 EX-4.3

Arena Pre-Funded Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

August 4, 2025 8-K

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): July 29, 2025 SAFE AND GREEN DEVE

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): July 29, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

August 4, 2025 EX-10.1

Securities Purchase Agreement, dated July 29, 2025

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT, dated as of the date of acceptance set forth below (this “Agreement”), is entered into by and between Safe and Green Development Corporation, a Delaware corporation, with headquarters located at 100 Biscayne Blvd., #1201, Miami, FL 33132 (the “Company”), and the signatories hereto (collectively, the “Buyers”). W I T N E

August 4, 2025 EX-10.3

Waiver and Consent with Arena Business Solutions Global SPC II,

Exhibit 10.3 WAIVER AND CONSENT THIS WAIVER AND CONSENT (this “Agreement”), dated and effective as of July 29, 2025, is entered into by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”) and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”). The Company and the Investor are together referred to herein as the “Parties,” or each of them indi

August 4, 2025 EX-4.1

Form of Pre-Funded Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

August 4, 2025 EX-4.2

Form of Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

August 4, 2025 EX-10.2

Consulting Agreement, dated July 29, 2025, by and between Safe and Green Development Corporation and Bill Panagiotakopoulos (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 4, 2025, File No. 001-41581)

Exhibit 10.2 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into effective as of July 29, 2025 (the “Effective Date”) by and between Safe and Green Development Corporation, a Delaware corporation with a mailing address at 100 Biscayne Blvd., #1201, Miami, Florida 33132 (the “Company”), and Bill Panagiotakopoulos, having an address at (the “Consultant”) (each

August 4, 2025 EX-10.4

Forbearance Agreement

Exhibit 10.4 FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT (this “Agreement”), dated and effective as of July 29, 2025, is entered into by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), the undersigned (each, a “Holder” and together the “Holders”), being the assignees of all rights under the Debentures (as defined below) initially issued to ARENA SPE

July 2, 2025 EX-10.3

Waiver and Consent of Arena Special Opportunities Partners II, LP, Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP, effective June 26, 2025

Exhibit 10.3 WAIVER AND CONSENT THIS WAIVER AND CONSENT (this “Agreement”), dated and effective as of June 26, 2025, is entered into by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), ARENA SPECIAL OPPORTUNITIES PARTNERS II, LP, ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER, LP, ARENA SPECIAL OPPORTUNITIES PARTNERS III, LP, and ARENA SPECIAL OPPORTUNITIE

July 2, 2025 8-K

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 26, 2025 SAFE AND GREEN DEVE

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 26, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

July 2, 2025 EX-10.2

Waiver and Consent of Arena Business Solutions Global SPC II, LTD, effective June 17, 2025

Exhibit 10.2 WAIVER AND CONSENT THIS WAIVER AND CONSENT (this “Agreement”), dated and effective as of June 17, 2025, is entered into by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”) and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”). The Company and the Investor are together referred to herein as the “Parties,” or each of them indi

July 2, 2025 EX-10.1

Securities Purchase Agreement, between PEAK ONE OPPORTUNITY FUND, L.P. and Safe and Green Development Corporation dated June 26, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 2, 2025, File No. 001-41581)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 26, 2025, is entered into by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation, (the “Company”) and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Buyer”). WITNESSETH: WHEREAS, the Company and the Buyer are executing and delivering this A

July 2, 2025 EX-4.2

Form of Pre-Funded Warrant to be issued to Arena Business Solutions Global SPC II, LTD

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

July 2, 2025 EX-4.1

Debenture, dated June 26, 2025, in the principal amount of $172,500

Exhibit 4.1 DEBENTURE NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO R

June 27, 2025 EX-99.1

AMENDMENT TO PROMISSORY NOTE

Exhibit 99.1 AMENDMENT TO PROMISSORY NOTE This AMENDMENT to PROMISSORY NOTE (this "Amendment") is made and entered into as of June 23rd, 2025, by and between Pigmental LLC, a Georgia limited liability company (the "Borrower"), and Safe and Green Development Corporation, a Delaware corporation (the "Lender"). RECITALS WHEREAS, the Borrower executed and delivered that certain Balloon Payment Promiss

June 27, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

June 24, 2025 EX-10.1

Amended and Restated Consulting Agreement, dated as of June 2, 2025, by and between Resource Group US LLC and AMC Environmental Consulting LLC

Exhibit 10.1 AMENDED AND RESTATED CONSULTING AGREEMENT THIS AMENDED AND RESTATED CONSULTING AGREEMENT is made and entered into as of June 2, 2025 by and between Resource Group US LLC, a Florida limited liability company (the “Company”), and AMC Environmental Consulting LLC (the “Consultant”). For purposes of Sections 5(b), 5(d), 6, 7, 8, and 9 of this Agreement, the term “Consultant” shall be deem

June 24, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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 17, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

June 24, 2025 EX-99.1

SAFE AND GREEN DEVELOPMENT APPOINTS NEW BOARD MEMBERS FOLLOWING ACQUISITION OF RESOURCE GROUP US HOLDINGS LLC

Exhibit 99.1 SAFE AND GREEN DEVELOPMENT APPOINTS NEW BOARD MEMBERS FOLLOWING ACQUISITION OF RESOURCE GROUP US HOLDINGS LLC MIAMI, FL June 20th, 2025 — Safe and Green Development Corporation (NASDAQ: SGD) ("SGD" or the “Company”) is pleased to announce the appointment of three new members to its Board of Directors, effective immediately. These appointments follow the successful completion of the Co

June 24, 2025 EX-10.2

Amended and Restated Consulting Agreement, dated as of June 2, 2025, by and between Resource Group US LLC and JDB Consulting Services, Inc.

Exhibit 10.2 AMENDED AND RESTATED CONSULTING AGREEMENT THIS AMENDED AND RESTATED CONSULTING AGREEMENT is made and entered into as of June 2, 2025 by and between Resource Group US LLC, a Florida limited liability company (the “Company”), and JDB Consulting Services, Inc. (the “Consultant”). For purposes of Sections 5(b), 5(d), 6, 7, 8, and 9 of this Agreement, the term “Consultant” shall be deemed

June 4, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

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): May 29, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation)

June 4, 2025 EX-3.1

Amendment No. 1 to the Amended and Restated Bylaws

Exhibit 3.1 AMENDMENT TO BYLAWS This Amendment to the Bylaws (the “Bylaws”) of Safe and Green Development Corporation, as adopted by the Board of Directors pursuant to Section 13.1 of said Bylaws, is effective as of the 29th day of May, 2025. Article III, Section 3.5 of the Bylaws, entitled QUORUM, be, and hereby is, deleted in its entirety and replaced with the following: Section 3.5. Quorum. At

June 4, 2025 EX-99.1

Safe and Green Development Corporation Achieves Strategic Milestone with Acquisition of Resource Group

Exhibit 99.1 Safe and Green Development Corporation Achieves Strategic Milestone with Acquisition of Resource Group MIAMI, FL – June 3rd, 2025 – Safe and Green Development Corporation (NASDAQ: SGD) (“SGD” or the “Company”), a publicly traded real estate and development company, today announced it has completed its acquisition of Resource Group US Holdings LLC (“Resource Group”), a next-generation

June 4, 2025 EX-4.1

Certificate of Designations of Series A Convertible Preferred Stock

Exhibit 4.1 SAFE AND GREEN DEVELOPMENT CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Nicolai Brune, does hereby certify that: 1. He is the Chief Financial Officer of Safe and Green Development Corporation, a Delaware corporation (the “Corporation”

June 4, 2025 EX-10.3

Note issued to James Burnham

Exhibit 10.3 THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, APPLICABLE STATE SECURITIES LAWS, OR APPLICABLE LAWS OF ANY FOREIGN JURISDICTION. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, RENOUNCED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REG

June 4, 2025 EX-99.2

The unaudited pro forma balance sheet has been filed in order to show compliance with the Nasdaq requirement that the Company maintain a minimum stockholders' equity of $2.5 million for continued listing. The unaudited pro forma results below present

Exhibit 99.2 The unaudited pro forma balance sheet has been filed in order to show compliance with the Nasdaq requirement that the Company maintain a minimum stockholders' equity of $2.5 million for continued listing. The unaudited pro forma results below present the Company’s balance sheet as if the acquisition of Resource Group completed on June 2, 2025 had been completed on March 31, 2025. The

June 4, 2025 EX-10.2

Form of Promissory Note

Exhibit 10.2 THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVA

June 4, 2025 EX-10.1

Amendment to Membership Interest Purchase Agreement

Exhibit 10.1 AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT This Amendment (this “Amendment”), effective as of the 2nd day of June, 2025, to the Membership Interests Purchase Agreement, dated February 25, 2025 (the “Purchase Agreement”), by and among Safe and Green Development Corporation, a Delaware corporation (the “Purchaser”), Resource Group US Holdings LLC, a Florida limited liability c

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41581 SAFE AND GREEN DEVEL

May 15, 2025 EX-4.11

Amendment No. 3 to Loan Agreement. Dated April 11, 2025, by and between Safe and Green Development Corporation and Bridgeline Capital Ventures

Exhibit 4.11 AMENDMENT NO. 3 TO LOAN AGREEMENT This Amendment No. 3 (this “Amendment No. 3”) to Loan Agreement is made and entered into effective as of December 1, 2024 by and between Safe and Green Development Corporation (the “Company”) and BCV S&G DevCorp (“BCV S&G”). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the BCV Loan Agreemen

May 15, 2025 EX-4.12

Promissory Note, dated May 5, 2025, by and between Safe and Green Development Corporation and the Bryan Leighton Revocable Trust dated December 13th, 2023

Exhibit 4.12 PROMISSORY NOTE Principal: $250,000.00 Date: March 1, 2024 This Promissory Note (this “Note”) is made and entered into as of March 1, 2024, by and between Safe and Green Development Corporation, a Delaware corporation, with offices located at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (the “Borrower”), and the Bryan Leighton Revocable Trust dated December 13, 2023 (the “

April 10, 2025 EX-10.2

Registration Rights Agreement between Arena Investors and Safe and Green Development Corporation dated April 4, 2025 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 10, 2025, File No. 001-41581)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2025, by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), and those certain investors identified on the signature page hereto (together with it permitted assigns, individually, each an “Investor” and collectively, the “Investors”). Capitalized

April 10, 2025 EX-4.3

Global Amendment between Arena Investors and Safe and Green Development Corporation dated April 4, 2025 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 10, 2025, File No. 001-41581)

Exhibit 4.3 GLOBAL AMENDMENT TO COMMON STOCK PURCHASE WARRANTS This GLOBAL AMENDMENT TO Common Stock Purchase Warrants (this “Amendment”) is dated effective as of April 4, 2025, by and between Safe and Green Development Corporation, a Delaware Corporation (the “Company”) and each of the investors party hereto (each, an “Investor” and together with the Company, the “Parties”). WHEREAS, the Company

April 10, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 4, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

April 10, 2025 EX-4.1

Form of debenture between Arena Investors and Safe and Green Development Corporation dated April 4, 2025 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 10, 2025, File No. 001-41581)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

April 10, 2025 EX-10.1

First Amendment to Securities Purchase Agreement, dated April 4, 2025

Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this Amendment”), dated as of April 4, 2025, by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), and each of ARENA SPECIAL OPPORTUNITIES II, LP, ARENA SPECIAL OPPORTUNITIES (OFFSHORE) MASTER, LP, ARENA SPECIAL OPPORTUNITIES PARTNERS III, LP, and ARENA

April 10, 2025 EX-4.2

Form of Warrant between Arena Investors and Safe and Green Development Corporation dated April 4, 2025 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 10, 2025, File No. 001-41581)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

March 31, 2025 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Incorporation or Organization LV Peninsula Holding LLC Texas JDI Cumberland Inlet, LLC (1) Georgia Majestic World Holdings LLC (2) Wyoming Norman Berry II Owners, LLC (3) Georgia Sugar Phase I, LLC (4) Texas Hacienda Olivia Phase II LLC (5) Texas Hacienda Olivia Phase III LLC (5) Texas Hacienda Olivia Phase IV LLC (5) Texas Myv

March 31, 2025 EX-4.5

Description of Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Safe and Green Development Corporation (“SG DevCo,” the “Company,” “we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is our common stock, par value $0.001 per share (the

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41581 SAFE AND GREEN DEVELOPMEN

March 12, 2025 EX-99.1

Safe and Green Development Corporation Updates Ex-Dividend Date For the Previously Announced Dividend

Exhibit 99.1 Safe and Green Development Corporation Updates Ex-Dividend Date For the Previously Announced Dividend Miami, FL – March 12, 2025 – Safe and Green Development Corporation (NASDAQ: SGD) (“SG Devco” or the “Company”) today announced details regarding its previously declared stock dividend, including the confirmed date for trading on a stock dividend-adjusted basis. On March 5, 2025, SG D

March 12, 2025 8-K/A

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporati

March 11, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): March 6, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

March 11, 2025 EX-10.1

Buyout Agreement, by and between Safe and Green Development Corporation and Properties by Milk & Honey LLC, dated March 6, 2025

Exhibit 10.1 BUYOUT AGREEMENT THIS BUYOUT AGREEMENT (the “Agreement”) is made and entered into as of March 6th, 2025 by and between Safe and Green Development Corporation, a publicly traded Delaware corporation, with an address at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (“SGD”), and Properties by Milk & Honey LLC, a Texas limited liability company, with an address at 1716 W Loop P

March 10, 2025 EX-99.1

Safe and Green Development Corporation Declares Stock Dividend for Shareholders

Exhibit 99.1 Safe and Green Development Corporation Declares Stock Dividend for Shareholders Miami, FL – March 10, 2025 – Safe and Green Development Corporation (NASDAQ: SGD) (the “Company”) today announced that its Board of Directors (the “Board”) has declared from its treasury a stock dividend for shareholders of 0.05 shares of common stock for each outstanding share of the Company’s common stoc

March 10, 2025 8-K

Financial Statements and Exhibits, Other Events

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): March 5, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

March 5, 2025 EX-99.1

**********

Exhibit 99.1 Safe and Green Development Corporation Releases Shareholder Letter Regarding Decision to Acquire Resource Group MIAMI, FL Mar 5th, 2025 - Safe and Green Development Corporation (NASDAQ: SGD) (“SGD” or the “Company”), a real estate development and innovation company, is released a letter to Shareholders regarding its decision to acquire 100% of the equity interests in Resource Group US

March 5, 2025 EX-99.1

**********

Exhibit 99.1 Safe and Green Development Corporation Releases Shareholder Letter Regarding Decision to Acquire Resource Group MIAMI, FL Mar 5th, 2025 - Safe and Green Development Corporation (NASDAQ: SGD) (“SGD” or the “Company”), a real estate development and innovation company, is released a letter to Shareholders regarding its decision to acquire 100% of the equity interests in Resource Group US

March 5, 2025 425

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): March 5, 2025 SAFE AND GREEN DEVE

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): March 5, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

March 5, 2025 8-K

Financial Statements and Exhibits, Other Events

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): March 5, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

February 27, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): February 25, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

February 27, 2025 EX-10.1

Membership Interest Purchase Agreement, dated February 25, 2025, by and among Safe and Green Development Corporation, Resource Group US Holdings LLC and the members of Resource Group

Exhibit 10.1 Membership Interest Purchase Agreement BY AND AMONG SAFE AND GREEN DEVELOPMENT CORPORATION, RESOURCE GROUP US HOLDINGS LLC AND THE EQUITYHOLDERS OF RESOURCE GROUP US HOLDINGS LLC Dated as of February 25, 2025 Membership Interest Purchase Agreement THIS Membership Interest Purchase Agreement is made and entered into as of February 25, 2025, by and among Safe and Green Development Corpo

February 27, 2025 EX-99.1

2

Exhibit 99.1 Safe and Green Development Corporation Executes Agreement for Strategic Shift via Acquisition of Resource Group a Next-Generation Engineered Soils and Composting Company MIAMI, FL Feb 26th, 2025 - Safe and Green Development Corporation (NASDAQ: SGD) (“SGD” or the “Company”), a real estate development and innovation company, is announcing that it has entered into a definitive agreement

February 18, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): February 14, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

February 12, 2025 EX-10.1

Amendment to Operating Agreement, by and between the Company and Jacoby Development Inc., dated February 11, 2025

Exhibit 10.1 AMENDMENT TO JDI CUMBERLAND INLET, LLC OPERATING AGREEMENT This Amendment (this “Amendment”), effective as of the 11th day of February 2025, to the JDI Cumberland Inlet, LLC Operating Agreement, dated June 24, 2021 (the “Purchase Agreement”), by and between Safe and Green Development Corp., formerly SG Development Corp, a Delaware corporation (the “SG Dev”), Jacoby Development Inc, a

February 12, 2025 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): February 11, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

February 12, 2025 EX-10.2

Forced Sale Agreement, by and between the Company and Jacoby Development Inc., dated February 11, 2025

Exhibit 10.2 Forced Sale Agreement This Forced Sale Agreement (the “Agreement”) is made and entered into on this 11th day of February 2025, (the “Effective Date”) by and between Jacoby Development Inc, a Georgia Corporation (“JDI”), and Safe and Green Development Corporation, a Delaware Corporation (“SG Dev”). RECITALS WHEREAS, JDI and SG DevCo are parties to an Operating Agreement dated June 24th

February 5, 2025 8-K

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): January 30, 2025 SAFE AND GREEN D

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): January 30, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

February 5, 2025 EX-10.1

Commercial Contract between LV Peninsula Holding, LLC and Lithe Development Inc.

Exhibit 10.1

February 3, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 29, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

February 3, 2025 EX-10.1

Mutual Release and Discharge, dated January 29, 2025, between Safe and Green Development Corporation and Safe & Green Holdings Corp.

Exhibit 10.1 MUTUAL RELEASE AND DISCHARGE To all to whom these Presents shall come or may Concern, Know That: Safe and Green Development Corporation ("SGD"), in consideration of the cancellation of $394,329.00 of inter-company debt (the “Debt”) owed to Safe & Green Holdings Corp. (“SGBX") and the return by SGBX to SGD of 276,425 shares of SGD’s common stock, par value, $0.001 (the “Shares”), and f

January 22, 2025 EX-10.3

Indemnity Agreement, dated January 16, 2025

Exhibit 10.3 INDEMNITY AGREEMENT LOAN NO. 75002 THIS INDEMNITY AGREEMENT (this “Agreement”), dated for reference purposes as of January 16, 2025, is executed by Sugar Phase 1, LLC, a Texas limited liability company (“Borrower”), and Matthew Pierson, Ricardo Valdez, Safe and Green Development Corporation, a Delaware corporation, and Properties by Milk & Honey LLC, a Texas limited liability company

January 22, 2025 EX-10.2

Unconditional Guaranty, dated January 16, 2025

Exhibit 10.2 UNCONDITIONAL GUARANTY LOAN NO. 75002 THIS UNCONDITIONAL GUARANTY, dated for reference purposes as of January 16, 2025, is executed by Safe and Green Development Corporation, a Delaware corporation, and Properties by Milk & Honey LLC, a Texas limited liability company (individually and collectively if more than one, “Guarantor”), for the benefit of Construction Loan Services II, LLC,

January 22, 2025 EX-10.1

Loan Agreement, dated January 16, 2025

Exhibit 10.1 LOAN AGREEMENT LOAN NO. 75002 Date: January 16, 2025 Loan No.: 75002 Borrower: Sugar Phase 1, LLC 2915 Rio Red Circle Edinburg, Texas 78541 Lender: Construction Loan Services II, LLC 1019 39th Ave SE, STE 220 Puyallup, WA 98374 Attn: Joe Neill Committed Loan Amount: Up to $1,092,672.75 Maturity Date: March 12, 2026 (subject to acceleration on default) Maximum Loan To Value Percentage:

January 22, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): January 16, 2025 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

November 27, 2024 424B3

Safe and Green Development Corporation 1,285,748 Shares of Common Stock

424B3 1 ea0222819-424b3safe.htm PROSPECTUS Filed pursuant to Rule 424(b)(3) Registration No. 333-283281 PROSPECTUS Safe and Green Development Corporation 1,285,748 Shares of Common Stock This prospectus relates to the resale from time to time of up to 1,285,748 shares of common stock, par value $0.001 (“Common Stock”), of Safe and Green Development Corporation, a Delaware corporation (“we,” “us,”

November 22, 2024 8-K

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): November 18, 2024 SAFE AND GREEN

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): November 18, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

November 22, 2024 EX-10.1

Joint Venture Agreement, dated November 18, 2024

Exhibit 10.1 Joint Venture Agreement THIS JOINT VENTURE AGREEMENT (the “Agreement”), made on November 18st, 2024, by and between Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716 W Loop P, Palmview, Texas

November 22, 2024 EX-10.2

Joint Venture Agreement, dated November 18, 2024

Exhibit 10.2 Joint Venture Agreement THIS JOINT VENTURE AGREEMENT (“Agreement”), made on November 18th, 2024, by and between Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716 W Loop P, Palmview, Texas 7857

November 22, 2024 CORRESP

November 22, 2024

November 22, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

November 21, 2024 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): November 15, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

November 21, 2024 EX-10.5

Amendment to Real Estate Sales Contract with Pigmental Studios dated November 13, 2024

Exhibit 10.5 Amendment to Real Estate Sales Contract As of November 13th, 2024, the contract entitled REAL ESTATE SALES CONTRACT (the ‘Agreement”) between the following parties: by and between Safe and Green Development Corp., a Delaware corporation with an address at 100 Biscayne Boulevard, Suite 1201, Miami, Florida, 33132 (hereinafter collectively called “Seller”); and Pigmental, LLC with an ad

November 21, 2024 EX-10.1

Promissory Note issued by Pigmental, LLC, dated November 15, 2024

Exhibit 10.1 BALLOON PAYMENT PROMISSORY NOTE $960,672.00 Date: November 15th, 2024 For value received, the undersigned Pigmental LLC (the "Borrower"), promises to pay to the order of Safe and Green Development Corporation (the "Lender"), at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (or at such other place as the Lender may designate in writing), the sum of $960,672.00 with interest

November 15, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 15, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

November 15, 2024 S-1

As filed with the Securities and Exchange Commission on November 15, 2024.

As filed with the Securities and Exchange Commission on November 15, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware 6552 87-1375590 (State or other jurisdiction of incor

November 15, 2024 EX-10.1

Amendment No. 2 to Purchase Agreement, dated November 15, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on November 15, 2024 (File No. 001-41581))

Exhibit 10.1 AMENDMENT NO. 2 TO PURCHASE AGREEMENT This Amendment No. 2 (this “Amendment”), dated as of November 15, 2024, amends the Purchase Agreement, dated as of August 12, 2024 and first amended on August 30, 2024 (the “Agreement”) by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”). Ca

November 15, 2024 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Safe and Green Development Corporation (Exact Name of Registrant as Specified in its Charter) Table1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

November 14, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

November 14, 2024 EX-10.19

Amendment to Joint Venture Agreement between Safe and Green Development Corporation and Milk & Honey LLC effective as of November 8, 2024 (amending JV Agreement with Hacienda Olivia Phase II dated September 24, 2024) (incorporated by reference to Exhibit 10.19 to the Form 10-Q filed by the Registrant with the Securities and Exchange Commission on November 14, 2024, File No. 001-41581)

Exhibit 10.19 Amendment to Joint Venture Agreement As of November 8th, 2024, the contract entitled JOINT VENTURE AGREEMENT between the following parties: Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716 W

November 14, 2024 EX-99.1

Safe and Green Development Corporation Reports Third Quarter 2024 Financial Results and Releases Investor Presentation

Exhibit 99.1 Safe and Green Development Corporation Reports Third Quarter 2024 Financial Results and Releases Investor Presentation November 14th, 2024 - Safe and Green Development Corporation (NASDAQ: SGD) (“SG Devco” or the “Company”) today reported financial results for the three months ended September 30, 2024. Recent Operational Highlights: - Secured up to $10M investment from Arena Investors

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41581 SAFE AND GREEN D

November 14, 2024 EX-10.18

Amendment to Joint Venture Agreement between Safe and Green Development Corporation and Milk & Honey LLC effective as of November 8, 2024 (amending JV Agreement with Pulga Internacional LLC dated September 2, 2024) (incorporated by reference to Exhibit 10.18 to the Form 10-Q filed by the Registrant with the Securities and Exchange Commission on November 14, 2024, File No. 001-41581)

Exhibit 10.18 Amendment to Joint Venture Agreement As of November 8th, 2024, the contract entitled JOINT VENTURE AGREEMENT between the following parties: Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716 W

November 14, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): November 7, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

November 14, 2024 EX-10.17

Amendment to Joint Venture Agreement between Safe and Green Development Corporation and Properties by Milk & Honey LLC effective as of November 8, 2024 (amending JV Agreement with Sugar Phase I LLC dated July 23, 2024) (incorporated by reference to Exhibit 10.17 to the Form 10-Q filed by the Registrant with the Securities and Exchange Commission on November 14, 2024, File No. 001-41581)

Exhibit 10.17 Amendment to Joint Venture Agreement As of November 08th, 2024, the contract entitled JOINT VENTURE AGREEMENT between the following parties: Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716

November 14, 2024 EX-10.14

Credit Extension Agreement between Safe and Green Development Corporation and Bryan Leighton Revocable Trust dated 13 December 2023. effective as of October 21, 2024

Exhibit 10.14 Credit Extension Agreement This CREDIT EXTENSION AGREEMENT (“Extension”) is dated as of October 21st, 2024 (the “Effective Date”), by and between Safe and Green Development Corporation, located at 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 (“the “Company””), and Bryan Leighton Revocable TRUST DATED 13 DECEMBER 2023 (“the “Lender””), (collectively, the “Parties”). RECITA

November 14, 2024 EX-3.1

Certificate of Amendment to the Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAFE AND GREEN DEVELOPMENT CORPORATION Safe and Green Development Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify: 1. The Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242 of the

November 8, 2024 8-K

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): November 4, 2024 SAFE AND GREEN D

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): November 4, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

November 5, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 4, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

November 5, 2024 EX-10.1

Amendment, dated November 4, 2024, to the Membership Interests Purchase Agreement

Exhibit 10.1 AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT This Amendment (this “Amendment”), effective as of the 4th day of November, 2024, to the Membership Interests Purchase Agreement, dated February 7, 2024 (the “Purchase Agreement”), by and among Safe and Green Development Corp., a Delaware corporation (the “Buyer”), the members listed on Exhibit A attached thereto (the “Members”) of

October 31, 2024 EX-4.3

Global Amendment No. 2 to 10% Original Issue Discount Secured Convertible Debentures dated October 31, 2024 (incorporated by reference to Exhibit 4.3 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 31, 2024, File No. 001-41581)

Exhibit 4.3 GLOBAL AMENDMENT NO. 2 TO 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURES This GLOBAL AMENDMENT NO. 2 TO 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURES (this “Amendment”) is dated effective as of October 31, 2024, by and between Safe and Green Development Corporation, a Delaware Corporation (the “Company”) and each of the investors party hereto (each, an “Investo

October 31, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 25, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

October 31, 2024 EX-4.1

Form of Debenture dated October 25, 2024 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 31, 2024, File No. 001-41581)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

October 31, 2024 EX-10.2

Registration Rights Agreement dated October 25, 2024, (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 31, 2024, File No. 001-41581)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 25, 2024, by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), and those certain investors identified on the signature page hereto (together with it permitted assigns, individually, each an “Investor” and collectively, the “Investors”). Capitali

October 31, 2024 EX-4.2

Form of Warrant dated October 25, 2024 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 31, 2024, File No. 001-41581)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

October 24, 2024 8-K

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): October 22, 2024 SAFE AND GREEN D

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): October 22, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

October 24, 2024 EX-99.1

Safe and Green Development Corporation Regains Compliance with Nasdaq Listing Standards

Exhibit 99.1 Safe and Green Development Corporation Regains Compliance with Nasdaq Listing Standards Miami, FL – October 24th, 2024 – Safe and Green Development Corporation (Nasdaq: SGD) ("the Company") today is pleased to announce that it has received formal notice from The Nasdaq Stock Market LLC ("Nasdaq") confirming that the Company has regained compliance with Nasdaq's minimum bid price requi

October 18, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): October 14, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

October 18, 2024 EX-10.1

Modification Agreement, effective October 2, 2024 between SGB Development Corp. and Palermo Lender LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 18, 2024, File No. 001-41581)

Exhibit 10.1 Please return to: Kinney & Kinney, LLC Attorneys at Law P. O. Box 7050 St. Mary’s, GA 31558 STATE OF GEORGIA Re: Deed to Secure Debt recorded in Deed Book 2216, page 189, Camden County, COUNTY OF CAMDEN Georgia, records. MODIFICATION AGREEMENT THIS AGREEMENT is entered into between SGB Development Corp., hereinafter referred to as “Borrower”, and Palermo Lender LLC, hereinafter referr

October 8, 2024 EX-99.1

SG DevCo Announces Reverse Stock Split

Exhibit 99.1 SG DevCo Announces Reverse Stock Split MIAMI, Oct. 4, 2024 /PRNewswire/ - Safe and Green Development Corporation “SG DevCo” (NASDAQ: SGD), a leading real estate and technology development company, today announced that it will effect a 1-for-20 reverse stock split (“reverse split”) of its common stock, par value $0.001 per share (“Common Stock”), that will become effective at 12:01 a.m

October 8, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): October 7, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporati

October 8, 2024 EX-3.1

Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 8, 2024, File No. 001-41581)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAFE AND GREEN DEVELOPMENT CORPORATION (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Safe and Green Development Corporation (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of

October 7, 2024 EX-10.1

Joint Venture Agreement dated October 2, 2024 between Safe and Green Development Corporation and Properties by Milk & Honey LLC (Hacienda Oliva Phase II LLC) (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on October 7, 2024, File No. 001-41581)

Exhibit 10.1 Joint Venture Agreement This Joint Venture Agreement (“Agreement”), made on September 24th, 2024, by and between Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716 W Loop P, Palmview, Texas 785

October 7, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 1, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporati

October 1, 2024 424B3

Safe and Green Development Corporation 11,000,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-281889 PROSPECTUS Safe and Green Development Corporation 11,000,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 11,000,000 shares of common stock, par value $0.001 (“Common Stock”), of Safe and Green Development Corporation, a Delaware corporation (“we,” “us,” “our,” or the “Company”), by Arena Specia

September 30, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☒ Definitive Proxy Stat

September 26, 2024 CORRESP

September 26, 2024

September 26, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

September 24, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): September 19, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpor

September 20, 2024 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Safe and Green Development Corporation (Exact Name of Registrant as Specified in its Charter) Table1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

September 20, 2024 EX-4.14

Global Amendment to 10% Original Issue Discount Secured Convertible Debentures (incorporated by reference to Exhibit 4.14 to the Registration Statement on Form S-1/A filed by the Registrant with the Securities and Exchange Commission on September 20, 2024, File No. 333-281889)

Exhibit 4.14 GLOBAL AMENDMENT TO 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURES This GLOBAL AMENDMENT TO 10% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURES (this “Amendment”) is dated effective as of September 19, 2024, by and between Safe and Green Development Corporation, a Delaware Corporation (the “Company”) and each of the investors party hereto (each, an “Investor” and to

September 20, 2024 S-1/A

As filed with the Securities and Exchange Commission on September 20, 2024.

As filed with the Securities and Exchange Commission on September 20, 2024. Registration Statement No. 333-281889 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware 6552 87-1375590 (State or o

September 20, 2024 CORRESP

2

September 20, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

September 19, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☐ Definitive Proxy Stat

September 6, 2024 EX-10.1

Amendment to Purchase Agreement, dated August 30, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 6, 2024, File No. 001-41581)

Exhibit 10.1 AMENDMENT TO PURCHASE AGREEMENT This Amendment (this “Amendment”), dated as of August 30, 2024, amends the Purchase Agreement (the “Agreement”), dated as of August 12, 2024, by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”). Capitalized terms used herein without definition sha

September 6, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 30, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporati

September 6, 2024 EX-10.2

Joint Venture Agreement, dated September 2, 2024 (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on September 6, 2024 (File No. 001-41581))

Exhibit 10.2 Joint Venture Agreement This Joint Venture Agreement (“Agreement”), made on September 2nd, 2024, by and between Safe and Green Development Corporation, a publicly traded Delaware corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132, and Properties by Milk & Honey LLC, a Texas limited liability company (“Milk & Honey”), of 1716 W Loop P, Palmview, Texas 7857

August 30, 2024 EX-4.13

Form of Warrant issued to Arena Business Solutions Global SPC II, LTD

Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

August 30, 2024 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Safe and Green Development Corporation (Exact Name of Registrant as Specified in its Charter) Table1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

August 30, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 26, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporati

August 30, 2024 S-1

As filed with the Securities and Exchange Commission on August 30, 2024.

As filed with the Securities and Exchange Commission on August 30, 2024. Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact name of registrant as specified in its charter) Delaware 6552 87-1375590 (State or other jurisdiction of incorpo

August 14, 2024 8-K

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): August 12, 2024 SAFE AND GREEN DE

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): August 12, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporati

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41581 SAFE AND GREEN DEVELO

August 14, 2024 EX-10.1

Securities Purchase Agreement, dated August 12, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581))

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 12, 2024, between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and those certain Purchasers on the signature page hereto (each a “Purchaser,” and collectively the “Purchasers”). Each of the Company and the Purchasers shall individually be referre

August 14, 2024 EX-10.14

Commercial Contract Amendment Safe and Green Development Corporation and Lithe Development Inc. effective as of July 18, 2024 (incorporated herein by reference to Exhibit 10.14 to the Form 10-Q filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581)).

Exhibit 10.14 COMMERCIAL CONTRACT AMENDMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®., INC. IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc., 2022 AMENDMENT TO COMMERCIAL CONTRACT BETWEEN THE UNDERSIGNED BUYER AND SELLER CONCERNING THE PROPERTY AT 1900 American Dr Lago Vista 78645 Effective 07/18/2024, Seller and Buyer amend the contract as foll

August 14, 2024 EX-10.15

Commercial Contract Amendment Safe and Green Development Corporation and Lithe Development Inc. effective as of July 25, 2024 (incorporated herein by reference to Exhibit 10.15 to the Form 10-Q filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581)).

Exhibit 10.15 COMMERCIAL CONTRACT AMENDMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®., INC. IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc., 2022 AMENDMENT TO COMMERCIAL CONTRACT BETWEEN THE UNDERSIGNED BUYER AND SELLER CONCERNING THE PROPERTY AT 1900 American Dr Lago Vista 78645 Effective 7/25/2024, Seller and Buyer amend the contract as follo

August 14, 2024 EX-4.1

Form of Debenture dated August 12, 2024 (incorporated by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 14, 2024, File No. 001-41581)

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

August 14, 2024 EX-2.1

Asset Purchase Agreement, dated May 7, 2024, by and between the Company and Dr. Axely Congress (incorporated herein by reference to Exhibit 2.1 to the Form 10-Q filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581)).

Exhibit 2.1 ASSET PURCHASE AGREEMENT by and between SAFE AND GREEN DEVELOPMENT CORPORATION and Dr. Axely Congress Dated as of May 7, 2024 TABLE OF CONTENTS Page 1. SALE AND PURCHASE OF ASSETS 1 1.1 Sale and Purchase of Assets 1 1.2 Consideration 3 1.3 Payment of the Purchase Price 3 1.4 Third Party Consents 4 1.5 Closing 4 2. REPRESENTATIONS AND WARRANTIES OF SELLER 6 2.1 Authority 6 2.2 No Confli

August 14, 2024 EX-10.5

Purchase Agreement, dated August 12, 2024 (incorporated herein by reference to Exhibit 10.5 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581))

Exhibit 10.5 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”), dated as of August 12, 2024, is made by and between ARENA BUSINESS SOLUTIONS GLOBAL SPC II, LTD (the “Investor”), and SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall have the ri

August 14, 2024 EX-10.16

Commercial Contract Amendment Safe and Green Development Corporation and Lithe Development Inc. effective as of August 8th, 2024 (incorporated herein by reference to Exhibit 10.16 to the Form 10-Q filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581)).

Exhibit 10.16 COMMERCIAL CONTRACT AMENDMENT USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF REALTORS®., INC. IS NOT AUTHORIZED. ©Texas Association of REALTORS®, Inc., 2022 AMENDMENT TO COMMERCIAL CONTRACT BETWEEN THE UNDERSIGNED BUYER AND SELLER CONCERNING THE PROPERTY AT 1900 American Dr, Lago Vista, TX 78645-7801 Effective August 8, 2024, Seller and Buyer amend the co

August 14, 2024 EX-10.3

Securities Agreement, dated August 12, 2024 (incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581))

Exhibit 10.3 SECURITY AGREEMENT SECURITY AGREEMENT (this “Agreement”), dated as of August 12, 2024, by and among SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), the Guarantors (as defined below) and those certain holders of the Company’s Debentures in an original aggregate principal amount of up to $10,277,776.75 (collectively, the “Holders” of the “Debentures”) the

August 14, 2024 EX-10.4

Guaranty, dated August 12, 2024 (incorporated herein by reference to Exhibit 10.4 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581))

Exhibit 10.4 GUARANTY GUARANTY (the “Guaranty”), dated as of August 12, 2024, by and the Guarantors (as defined below) and the Purchasers (as defined below). WHEREAS, Safe and Green Development Corporation, a Delaware corporation (the “Borrower”), is the holder of certain equity interests of the Guarantors; and WHEREAS, pursuant to that certain Security Agreement (defined below), the Borrower is p

August 14, 2024 EX-10.2

Registration Rights Agreement, dated August 12, 2024 (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 14, 2024 (File No. 001-41581))

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 12, 2024, by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), and those certain investors identified on the signature page hereto (together with it permitted assigns, individually, each an “Investor” and collectively, the “Investors”). Capitaliz

August 14, 2024 EX-4.2

Form of Warrant, dated August 12, 2024 (incorporated by reference to Exhibit 4.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 14, 2024, File No. 001-41581)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

July 29, 2024 8-K

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): July 23, 2024 SAFE AND GREEN DEVE

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): July 23, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

July 29, 2024 EX-10.1

Joint Venture Agreement, dated July 23, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on July 29, 2024 (File No. 001-41581))

Exhibit 10.1 Joint Venture Agreement This Joint Venture Agreement (“Agreement”), made on July 23, 2024, by and between Safe and Green Development Corporation (“SGD”), of 100 Biscayne Boulevard, Suite 1201, Miami, Florida 33132 and Milk & Honey LLC (“Milk & Honey”), of 1716 W Loop P, Palmview, Texas 7857. The parties are hereinafter sometimes referred to together as the “Joint Venturers” or the “Pa

July 23, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

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): July 22, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

July 3, 2024 8-K

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): July 2, 2024 SAFE AND GREEN DEVEL

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): July 2, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation)

June 14, 2024 424B3

Safe and Green Development Corporation 6,266,818 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279914 PROSPECTUS Safe and Green Development Corporation 6,266,818 Shares of Common Stock This prospectus relates to the resale from time to time of up to 6,266,818 shares of common stock, par value $0.001 (“Common Stock”), of Safe and Green Development Corporation, a Delaware corporation (“we,” “us,” “our,” or the “Company”), by Peak One Oppor

June 11, 2024 CORRESP

June 11, 2024

June 11, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 10, 2024 8-K

Other Events

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 6, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation)

June 3, 2024 S-1

As filed with the Securities and Exchange Commission on June 3, 2024.

As filed with the Securities and Exchange Commission on June 3, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 6552 87-1375590 (State or other jurisdiction of incorporation or

June 3, 2024 EX-FILING FEES

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Safe and Green Development Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price (2)(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

May 31, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

May 24, 2024 EX-10.2

Amendment No. 1 to Securities Purchase Agreement, dated May 22, 2024 (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 24, 2024 (File No. 001-41581)).

Exhibit 10.2 AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT THIS AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT (the “Amendment”) is entered into on May 22, 2024 (the “Effective Date”), by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).

May 24, 2024 EX-4.2

Warrant, dated May 23, 2024 (incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 24, 2024 (File No. 001-41581)).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

May 24, 2024 EX-4.1

Debenture, dated May 23, 2024, in the principal amount of $350,000(incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 24, 2024 (File No. 001-41581)).

Exhibit 4.1 SECOND DEBENTURE NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUA

May 24, 2024 EX-10.3

Amendment No. 1 to Registration Rights Agreement, dated May 22, 2024 (incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 24, 2024 (File No. 001-41581)).

Exhibit 10.3 AMENDMENT #1 TO THE REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT #1 TO THE REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is entered into on May 22, 2024 (the “Effective Date”), by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Parties”).

May 24, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 22, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation)

May 21, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

May 20, 2024 8-K

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): May 17, 2024 SAFE AND GREEN DEVEL

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): May 17, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation)

May 20, 2024 EX-10.1

Amendment to Real Estate Sales Contract, dated as of May 17, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 20, 2024 (File No. 001-41581)).

Exhibit 10.1 Amendment to Real Estate Sales Contract As of May 17th, 2024, the contract entitled Real Estate Sales Contract between the following parties: by and between Safe and Green Development Corp., a Delaware corporation with an address at 100 Biscayne Boulevard, Suite 1201, Miami, Florida, 33132 (hereinafter collectively called “Seller”); and Pigmental, LLC, (hereinafter called “Purchaser”)

May 15, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation)

May 15, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41581 SAFE AND GREEN DEVEL

May 15, 2024 EX-99.1

SAFE AND GREEN DEVELOPMENT CORPORATION Non-GAAP Financial Measures

Exhibit 99.1 Safe and Green Development Corporation Reports First Quarter 2024 Financial Results and Provides a Business Update May 15, 2024 - Safe and Green Development Corporation (NASDAQ: SGD) (“SG Devco” or the “Company”) today reported financial results for the three months ended March 31, 2024 and provides a business update. Operational highlights from the first quarter of 2024: - Initiated

May 13, 2024 8-K

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): May 7, 2024 SAFE AND GREEN DEVELO

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): May 7, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation)

May 13, 2024 EX-99.1

Safe and Green Development Corporation To Acquire MyVonia, a Cutting-Edge AI Asset

Exhibit 99.1 Safe and Green Development Corporation To Acquire MyVonia, a Cutting-Edge AI Asset ● Technology will provide users with a virtual AI assistant via text ● MyVonia currently available for a limited time on a trial basis May 7, 2024 - Safe and Green Development Corporation (NASDAQ: SGD) (“SG Devco” or the “Company”) is pleased to announce that it has entered into an agreement to acquire

May 8, 2024 RW

VIA EDGAR

May 8, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 6, 2024 S-1/A

As filed with the Securities and Exchange Commission on May 6, 2024.

As filed with the Securities and Exchange Commission on May 6, 2024. Registration Number 333-279122 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 6552 87-1375590 (State or other jurisdict

May 3, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 29, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporatio

May 3, 2024 EX-4.2

Warrant, dated April 29, 2024 (incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 3, 2024 (File No. 001-41581)).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

May 3, 2024 EX-1.1

Form of Placement Agency Agreement

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT May [●], 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, NY 10022 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Safe and Green Development Corporation, a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of approximately $10,000,000 of units (the “Units”) of the Compa

May 3, 2024 EX-4.11

Form of Warrant Agent Agreement

Exhibit 4.11 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [], 2024 (the “Issuance Date”) between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”). Capitalized terms that are not otherwise defined herein have the meanings given to

May 3, 2024 S-1

As filed with the Securities and Exchange Commission on May 3, 2024.

As filed with the Securities and Exchange Commission on May 3, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 6552 87-1375590 (State or other jurisdiction of incorporation or o

May 3, 2024 EX-4.12

Form of Placement Agent Warrant

Exhibit 4.12 PLACEMENT AGENT PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATION Warrant Shares: Issue Date: May, 2024 Initial Exercise Date: November , 2024 THIS PLACEMENT AGENT PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at an

May 3, 2024 EX-FILING FEES

Filing fee table

Exhibit 107 Calculation of Filing Fee Table S-1 (Form Type) Safe and Green Development Corporation (Exact Name of Registrant as Specified in its Charter) Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Unit Proposed Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(3) Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Equity Units, consisting of Rule 457(o) - - $ 7,000,000 $ 0.

May 3, 2024 EX-10.55

Form of Securities Purchase Agreement to be entered into in this Offering

Exhibit 10.55 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of [●], 2024, between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and

May 3, 2024 EX-4.10

Form of Pre-Funded Warrant

Exhibit 4.10 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Safe & Green DEVELOPMENT CorpORATION Warrant Shares: [●] Initial Exercise Date: [●], 2024 CUSIP: [●] ISIN: [●] THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, , or its assigns (the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter s

May 3, 2024 EX-10.2

Registration Rights Agreement, dated April 29, 2024 (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 3, 2024 (File No. 001-41581)).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 29, 2024, is entered into by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation (the “Company”), and PEAK ONE OPPORTUNITY FUND, L.P., a Delaware limited partnership (together with it permitted assigns, the “Investor”). Capitalized terms used herein and not oth

May 3, 2024 EX-4.1

Debenture, dated April 29, 2024 in the principal amount of $350,000 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 3, 2024 (File No. 001-41581)).

Exhibit 4.1 SIGNING DEBENTURE NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSU

May 3, 2024 EX-10.1

Securities Purchase Agreement, dated April 29, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 3, 2024 (File No. 001-41581)).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2024, is entered into by and between SAFE AND GREEN DEVELOPMENT CORPORATION, a Delaware corporation, (the “Company”) and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Buyer”). WITNESSETH: WHEREAS, the Company and the Buyer are executing and delivering this

May 3, 2024 EX-4.9

Form of Common Warrant

Exhibit 4.9 COMMON STOCK PURCHASE WARRANT Safe and Green DEVELOPMENT CorpORATION Warrant Shares: [●] CUSIP: [●] ISIN: [●] Issue Date: [●], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

May 1, 2024 EX-10.1

Amendment to Real Estate Contract dated as of April 29, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 1, 2024 (File No. 001-41581)).

Exhibit 10.1 Amendment to Real Estate Sales Contract As of April 25th, 2024, the contract entitled Real Estate Sales Contract between the following parties: by and between Safe and Green Development Corp., a Delaware corporation with an address at 100 Biscayne Boulevard, Suite 1201, Miami, Florida, 33132 (hereinafter collectively called “Seller”); and Pigmental, LLC, (hereinafter called “Purchaser

May 1, 2024 EX-10.2

Commercial Contract between Safe and Green Development Corporation and lithe Development Inc. (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on May 1, 2024 (File No. 001-41581)).

Exhibit 10.2

May 1, 2024 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): April 25, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporatio

April 26, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 25, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporatio

April 23, 2024 DRS

Confidential draft, as confidentially submitted to the Securities and Exchange Commission on April 23, 2024. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herei

Confidential draft, as confidentially submitted to the Securities and Exchange Commission on April 23, 2024.

April 19, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): April 16, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporatio

April 19, 2024 424B3

PROSPECTUS Safe and Green Development Corporation 2,854,843 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278565 PROSPECTUS Safe and Green Development Corporation 2,854,843 Shares of Common Stock This prospectus relates to the resale from time to time of up to 2,854,843 shares of common stock, par value $0.001 (“Common Stock”), of Safe and Green Development Corporation, a Delaware corporation (“we,” “us,” “our,” or the “Company”), by Peak One Oppor

April 17, 2024 S-8 POS

As filed with the Securities and Exchange Commission on April 17, 2024

As filed with the Securities and Exchange Commission on April 17, 2024 Registration No.

April 17, 2024 CORRESP

April 17, 2024

April 17, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 9, 2024 EX-FILING FEES

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Safe and Green Development Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price (2)(3) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

April 9, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 3, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

April 9, 2024 S-1

As filed with the Securities and Exchange Commission on April 8, 2024.

As filed with the Securities and Exchange Commission on April 8, 2024. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 6552 87-1375590 (State or other jurisdiction of incorporation or

April 9, 2024 S-8

As filed with the Securities and Exchange Commission on April 8, 2024

As filed with the Securities and Exchange Commission on April 8, 2024 Registration No.

April 9, 2024 EX-10.3

Promissory Note issued by LV Peninsula Holding LLC dated April 3, 2024 (incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 9, 2024 (File No. 001-41581)).

Exhibit 10.3 Promissory Note (2nd Lien) Date: April 3, 2024 Borrower: LV PENINSULA HOLDING, LLC, a Texas limited liability company Borrower’s Mailing Address: 990 Biscayne Blvd., Ste 501 Miami, Florida 33132 Lender: AUSTERRA STABLE GROWTH FUND, LP Payee and Place for Payment: c/o Stallion Funding, LLC 10119 Lake Creek Parkway, Ste 202 Austin, Texas 78729 Principal Amount: $1,000,000.00 Annual Inte

April 9, 2024 EX-10.4

Deed of Trust and Security Agreement dated April 3, 2024 (incorporated herein by reference to Exhibit 10.4 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 9, 2024 (File No. 001-41581)).

Exhibit 10.4 Space Above This Line For Recording Data NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER Deed of Trust (2nd Lien) Terms Date: Apri

April 9, 2024 EX-10.1

Extension Agreement, effective April 1, 2024, between LV Peninsula Holding LLC and Austerra Stable Growth Fund, LP (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 9, 2024 (File No. 001-41581)).

Exhibit 10.1 Space Above This Line for Recording Data Modification and Extension Agreement NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER Effe

April 9, 2024 EX-10.5

Modification To Real Estate Mortgage dated April 3, 2024 (incorporated herein by reference to Exhibit 10.5 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 9, 2024 (File No. 001-41581)).

Exhibit 10.5 This instrument was prepared by and after recording should be returned to: Robert J. Getchell, Esq. GableGotwals 110 N. Elgin Ave., Suite 200 Tulsa, Oklahoma 74120 (918) 595-4800 MODIFICATION TO REAL ESTATE MORTGAGE (WITH POWER OF SALE) This Modification to Real Estate Mortgage (the “Mortgage Modification”) is made effective as of April 1, 2024, by and between LV PENINSULA HOLDING, LL

April 9, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Safe and Green Development Corporation (Exact Name of Registrant as Specified in its Charter) Table1 – Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price per Unit(3) Maximum Aggregate Offering Price(3) Fee Rate Amount of Registration Fee Equity Common stock, par value $0.

April 9, 2024 EX-10.2

Loan Agreement, effective April 1, 2024, between LV Peninsula Holding LLC and Austerra Stable Growth Fund, LP (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 9, 2024 (File No. 001-41581)).

Exhibit 10.2 WRITTEN LOAN AGREEMENT (2nd Lien) DEBTOR OR OBLIGOR: LV PENINSULA HOLDING, LLC, a Texas limited liability company LENDER: AUSTERRA STABLE GROWTH FUND, LP (Collectively called the “Parties”) The Lender has agreed to loan Debtor or Obligor: Amount: $1,000,000.00 Note Date: April 3, 2024 and the parties agree to incorporate the terms of all the loan documents connected with such loan as

April 9, 2024 EX-10.6

Guaranty dated April 3, 2024 (incorporated herein by reference to Exhibit 10.6 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on April 9, 2024 (File No. 001-41581))

Exhibit 10.6 Guaranty Date: April 3, 2024 Guarantor: SAFE AND GREEN DEVELOPMENT CORP., a Delaware corporation f/k/a SGB DEVELOPMENT CORP., a Delaware corporation Guarantor’s Mailing Address: 990 Biscayne Blvd., Suite 501 Miami, Florida 33132 Borrower: LV PENINSULA HOLDING, LLC, a Texas limited liability company Borrower’s Mailing Address: 990 Biscayne Blvd., Suite 501 Miami, Florida 33132 Lender:

April 1, 2024 EX-21.1

Subsidiaries of the Registrant (incorporated herein by reference to Exhibit 21.1 to the Form 10-K for the year ended December 31, 2023 filed by the Registrant with the Securities and Exchange Commission on April 1, 2024 (File No. 001-41581)).

Exhibit 21.1 Subsidiaries of the Registrant Subsidiary Jurisdiction of Incorporation or Organization LV Peninsula Holding LLC Texas JDI Cumberland Inlet, LLC (1) Georgia Majestic World Holdings LLC (2) Wyoming Norman Berry II Owners, LLC (3) Georgia (1) 10% owned by Safe and Green Development Corporation (2) 68.25% owned by Safe and Green Development Corporation as of February 7, 2024, the remaini

April 1, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41581 SAFE AND GREEN DEVELOPMEN

April 1, 2024 EX-10.42

Employment Agreement by and between Derek Villarreal and the Company (incorporated herein by reference to Exhibit 10.42 to the Form 10-K for the year ended December 31, 2023 filed by the Registrant with the Securities and Exchange Commission on April 1, 2024 (File No. 001-41581)).

Exhibit 10.42 March 26, 2024 Derek Villarreal Re: Employment Terms Dear Derek: On behalf of SAFE AND GREEN DEVELOPMENT CORPORATION (the “Company”), I am pleased to confirm the terms of your employment by us in the position of Senior Project Manager located in Denver. It is important that you understand clearly both what your benefits are and what the Company expects of you. By signing this letter,

April 1, 2024 EX-97.1

Clawback Policy

Exhibit 97.1 Safe and Green Development Corp. Clawback Policy The Board of Directors (the “Board”) of Safe and Green Development Corp. (the “Company”) has determined that it is in the best interests of the Company to adopt this Clawback Policy (this “Policy”), which provides for the recovery of certain incentive compensation in the event of an Accounting Restatement (as defined below). This Policy

April 1, 2024 EX-4.5

Exhibit 4.5

Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Safe and Green Development Corporation (“SG DevCo,” the “Company,” “we,” “us,” and “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which is our common stock, par value $0.001 per share (the

April 1, 2024 EX-19.1

Insider Trading Policy

Exhibit 19.1 SAFE AND GREEN DEVELOPMENT CORPORATION Insider Trading Policy This Insider Trading Policy (“Policy”) provides the standards of Safe and Green Development Corporation (“SG DevCo” or the “Company”) with respect to transactions in securities of the Company and the handling of confidential information about SG DevCo and the companies with which SG DevCo does business. The federal securiti

April 1, 2024 EX-10.43

Consulting Agreement by and between Marc Brune and the Company (incorporated herein by reference to Exhibit 10.43 to the Form 10-K for the year ended December 31, 2023 filed by the Registrant with the Securities and Exchange Commission on April 1, 2024 (File No. 001-41581)).

Exhibit 10.43 CONSULTING AGREEMENT This Consulting Agreement (this “Agreement”) is made and entered into effective as of February 1st, 2024 (the “Effective Date”) by and between Safe and Green Development Corporation, a Delaware corporation with a mailing address at 990 Biscayne Boulevard, Suite 501, Building 12, Miami, Florida 33132 (the “Company”), and Marc Brune, an individual with a mailing ad

March 28, 2024 EX-99.1

Safe and Green Development Corp Reports Record Fiscal Year 2023 Financial Results and Provides a Business Update

Exhibit 99.1 Safe and Green Development Corp Reports Record Fiscal Year 2023 Financial Results and Provides a Business Update March 28, 2024 / March 08, 2024 (GLOBE NEWSWIRE) - Safe and Green Development Corporation (NASDAQ: SGD)(“SG DevCo” or the “Company”), today reported financial results for the twelve months ended December 31, 2023. David Villarreal, President & CEO of SG DevCo, stated, "I am

March 28, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 28, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporatio

March 25, 2024 EX-4.1

Debenture, dated March 21, 2024 in the principal amount of $250,000 (incorporated herein by reference to Exhibit 4.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on March 25, 2024 (File No. 001-41581)).

Exhibit 4.1 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATIO

March 25, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): March 21, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporatio

March 25, 2024 EX-4.2

Warrant, dated March 21, 2024 (incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on March 25, 2024 (File No. 001-41581)).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

March 11, 2024 EX-10.1

Credit Agreement Dated March 1, 2024 (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on March 11, 2024 (File No. 001-41581)).

Exhibit 10.1 Credit Agreement This Agreement is made and entered into on March 1st, 2024 (the “Effective Date”), between the BRYAN LEIGHTON REVOCABLE TRUST DATED DECEMBER 13, 2023 (the “Lender”) and Safe and Green Development Corporation (the “Company”). 1. Establishment of Account and Term The Lender shall provide the Company with a line of credit facility (the “Line of Credit”).up to the maximum

March 11, 2024 424B3

Safe and Green Development Corporation 1,999,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276149 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated December 27, 2023) Safe and Green Development Corporation 1,999,000 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus filed with the Securities and Exchange Commission on December 29, 2023 (as supplemented or amended from time to time, the “Pr

March 11, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 1, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation

March 4, 2024 8-K

Submission of Matters to a Vote of Security Holders

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): February 28, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

February 22, 2024 424B3

Safe and Green Development Corporation 1,999,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276149 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated December 27, 2023) Safe and Green Development Corporation 1,999,000 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus filed with the Securities and Exchange Commission on December 29, 2023 (as supplemented or amended from time to time, the “Pr

February 22, 2024 EX-4.1

Debenture, dated February 15, 2024 in the principal amount of $250,000 (incorporated by reference to Exhibit 4.1 of Safe and Green Development Corporation’s Current Report on Form 8-K filed on February 22, 2024).

Exhibit 4.1 NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATIO

February 22, 2024 EX-4.2

Warrant, dated February 15, 2024 (incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on February 22, 2024 (File No. 001-41581)).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REG

February 22, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): February 15, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

February 22, 2024 EX-10.2

Amendment No. 1 to the Registration Rights Agreement, dated February 15, 2024 (incorporated by reference to Exhibit 10.2 of Safe and Green Development Corporation’s Current Report on Form 8-K filed on February 22, 2024).

Exhibit 10.2 AMENDMENT #1 TO THE REGISTRATION RIGHTS AGREEMENT THIS AMENDMENT #1 TO THE REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is entered into on February 15, 2024 (the “Effective Date”), by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Partie

February 22, 2024 EX-10.1

Amendment No. 1 to the Securities Purchase Agreement, dated February 15, 2024 (incorporated by reference to Exhibit 10.1 of Safe and Green Development Corporation’s Current Report on Form 8-K filed on February 22, 2024).

Exhibit 10.1 AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT THIS AMENDMENT #1 TO THE SECURITIES PURCHASE AGREEMENT (the “Amendment”) is entered into on February 15, 2024 (the “Effective Date”), by and between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Peak One Opportunity Fund, L.P., a Delaware limited partnership (the “Holder”) (collectively the “Partie

February 20, 2024 424B3

Safe and Green Development Corporation 1,999,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276149 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated December 27, 2023) Safe and Green Development Corporation 1,999,000 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus filed with the Securities and Exchange Commission on December 29, 2023 (as supplemented or amended from time to time, the “Pr

February 13, 2024 EX-99.1

Safe and Green Development Corporation Acquires XENE Real Estate AI Software

Exhibit 99.1 Safe and Green Development Corporation Acquires XENE Real Estate AI Software MIAMI, Fla, Feb. 08, 2024 (GLOBE NEWSWIRE) - Safe and Green Development Corporation (NASDAQ: SGD) (“SG Devco” or the “Company”), today announced that it has closed on the previously announced acquisition of Majestic World Holdings (“MWH”), a real estate technology firm and owner of the Xene AI Software platfo

February 13, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): February 7, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

February 13, 2024 EX-10.2

Side Letter Agreement, dated as of February 7, 2024, by and among Safe and Green Development Corporation, Majestic World Holdings LLC and Sellers Representative (incorporated by reference to Exhibit 10.2 of Safe and Green Development Corporation’s Current Report on Form 8-K filed on February 13, 2024).

Exhibit 10.2 Side Letter Dated as of February 7, 2024 Majestic World Holdings LLC XXXXXXXXXX Matthew A. Barstow Email: [email protected] Matthew A. Barstow XXXXXXXXXX Email: [email protected] Safe and Green Development Corp. 990 Biscayne Boulevard Miami, FL 33132 Attention: David Villarreal Email: [email protected] Gentlemen: Reference is made to that certain Mem

February 13, 2024 EX-10.1

Membership Interests Purchase Agreement, dated as of February 7, 2024, by and among Safe and Green Development Corporation, the members of Majestic World Holdings LLC listed therein, Majestic World Holdings LLC and Sellers Representative (incorporated by reference to Exhibit 10.1 of Safe and Green Development Corporation’s Current Report on Form 8-K filed on February 13, 2024).

Exhibit 10.1 MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and among SAFE AND GREEN DEVELOPMENT CORP., as Buyer, THE MEMBERS OF MAJESTIC WORLD HOLDINGS LLC LISTED ON EXHIBIT A ATTACHED HERETO, MAJESTIC WORLD HOLDINGS LLC, and SELLERS REPRESENTATIVE, as Sellers Dated as of February 7, 2024 MEMBERSHIP INTERESTS PURCHASE AGREEMENT THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as

February 13, 2024 EX-10.3

Profit Sharing Agreement, dated as of February 7, 2024, by and between Safe and Green Development Corporation and Matthew A. Barstow on behalf of and as the duly authorized representative of the members identified therein (incorporated by reference to Exhibit 10.3 of Safe and Green Development Corporation’s Current Report on Form 8-K filed on February 13, 2024).

Exhibit 10.3 Execution Version Profit Sharing Agreement This Profit Sharing Agreement (the “Agreement”) is entered into as of February 7, 2024 by and between Safe and Green Development Corp., a Delaware corporation, (“SGD”), and Matthew A. Barstow (the “Members Representative”) on behalf of and as the duly authorized representative of those members set forth on Exhibit A hereto (the “Members”) of

February 6, 2024 EX-10.3

Amendment to Employment Agreement by and between the Company and Nicolai Brune dated February 2, 2024 (incorporated herein by reference to Exhibit 10.3 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on February 6, 2024 (File No. 001-41581)).

Exhibit 10.3 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment, dated February 2, 2024 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated February 14, 2023 (the “Agreement”), is entered into by and between Safe and Green Development Corporation (the “Company”) and Nicolai Brune (the “Executive”). Capitalized terms used herein without definition shall have the me

February 6, 2024 424B3

Safe and Green Development Corporation 1,999,000 Shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-276149 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated December 27, 2023) Safe and Green Development Corporation 1,999,000 Shares of Common Stock This prospectus supplement updates, amends and supplements the prospectus filed with the Securities and Exchange Commission on December 29, 2023 (as supplemented or amended from time to time, the “Pr

February 6, 2024 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): January 31, 2024 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporat

February 6, 2024 EX-10.1

Agreement of Sale between Safe and Green Development Corporation and Pigmental, LLC, dated January 31, 2024 (incorporated by reference to Exhibit 10.1 of Safe and Green Development Corporation’s Current Report on Form 8-K filed on February 6, 2024).

Exhibit 10.1 REAL ESTATE SALES CONTRACT AGREEMENT OF SALE (this “Agreement”), dated as of January 31, 2024 (“Effective Date”), by and between Safe and Green Development Corp., a Delaware corporation with an address at 990 Biscayne Blvd #501, Office 12 Miami, FL 33132 (hereinafter collectively called “Seller”); and Pigmental, LLC, a Delaware limited liability company, with an address at 800 Florida

February 6, 2024 EX-99.1

Safe and Green Development Corporation Executes Contract to Sell St Mary’s Site for $1.35M

Exhibit 99.1 Safe and Green Development Corporation Executes Contract to Sell St Mary’s Site for $1.35M MIAMI, Fla, Feb. 05, 2024 (GLOBE NEWSWIRE) - Safe and Green Development Corporation (NASDAQ: SGD) (“SG Devco” or the “Company”) is pleased to announce that it has entered into an agreement to sell its St Mary's property to Pigmental Studios for $1.35 million. The St Mary’s property consists of a

February 6, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☒ Definitive Proxy Stat

February 6, 2024 EX-10.2

Amendment to Employment Agreement by and between the Company and David Villarreal dated February 2, 2024 (incorporated herein by reference to Exhibit 10.2 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on February 6, 2024 (File No. 001-41581)).

Exhibit 10.2 AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT This Amendment, dated February 2, 2024 (the “Effective Date”) (this “Amendment”), to the Employment Agreement, dated February 3, 2023 (the “Agreement”), is entered into by and between Safe and Green Development Corporation (the “Company”) and David Villarreal (the “Executive”). Capitalized terms used herein without definition shall have the

January 23, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6 (e)(2)) ☐ Definitive Proxy Stat

January 3, 2024 AW

January 3, 2024

January 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

January 3, 2024 POS EX

As filed with the Securities and Exchange Commission on January 3, 2024

As filed with the Securities and Exchange Commission on January 3, 2024 Registration Number 333-276149 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 29, 2023 424B3

Safe and Green Development Corporation 1,999,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276149 EXPLANATORY NOTE: The purpose of this filing is to correct a typographical error in the Rule 424(b)(3) filing of Safe and Green Development Corporation filed with the Securities and Exchange commission on December 28, 2023 (the “Original Prospectus”). The number of shares registered for resale and issuable pursuant to the conversion of a

December 29, 2023 POS AM

As filed with the Securities and Exchange Commission on December 29, 2023

As filed with the Securities and Exchange Commission on December 29, 2023 Registration Number 333-276149 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 28, 2023 424B3

Safe and Green Development Corporation 1,999,000 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276149 PROSPECTUS Safe and Green Development Corporation 1,999,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 1,999,000 shares of Common Stock, par value $0.001 (“Common Stock”), of Safe and Green Development Corporation, a Delaware corporation (“we,” “us,” “our,” or the “Company”), by Peak One Oppor

December 22, 2023 CORRESP

December 22, 2023

December 22, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

December 22, 2023 S-1/A

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. Registration Number 333- 276149 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 6552 87-1375590 (State or other ju

December 21, 2023 8-K

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): December 15, 2023 SAFE AND GREEN

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): December 15, 2023 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

December 21, 2023 EX-16.1

Whitley Penn LLP letter dated December 21, 2023

Exhibit 16.1 December 21, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Safe and Green Development Corporation (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of Safe and Green Development Corporation dated D

December 21, 2023 EX-10.1

Master Purchase Agreement, dated December 17, 2023, by and between SG Echo LLC and Safe and Green Development Corporation (incorporated herein by reference to Exhibit 10.1 to the Form 8-K filed by the Registrant with the Securities and Exchange Commission on December 21, 2023 (File No. 001-41581))

Exhibit 10.1 MASTER PURCHASE AGREEMENT by and between SG Echo, LLC and Safe and Green Development Corporation Dated December 17, 2023 MASTER PURCHASE AGREEMENT THIS MASTER PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of the December 17, 2023 (the “Effective Date”) by and between SG Echo LLC, a Delaware limited liability company (“ECHO”) and Safe and Green Development Corporatio

December 19, 2023 EX-FILING FEES

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables S-3 (Form Type) Safe and Green Development Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price

December 19, 2023 S-1

As filed with the Securities and Exchange Commission on December 19, 2023.

As filed with the Securities and Exchange Commission on December 19, 2023. Registration Number 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 6552 87-1375590 (State or other jurisdiction of incorporatio

December 4, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): November 28, 2023 SAFE AND GREEN DEVELOPMENT CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorpora

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