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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) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
990 Biscayne Blvd
#501, Office 12
Miami, FL 33132
(Address of Principal Executive Offices, Zip Code)
Registrant’s telephone number, including
area code: 904-496-0027
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
Common Stock, par value $0.001 |
|
SGD |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial
Condition.
On May 15, 2024, Safe and Green Development Corporation
issued a press release announcing certain financial results for the quarter ended March 31, 2024. A copy of the press release is furnished
with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02 and Exhibit
99.1 attached hereto are furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information
be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly
set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following
exhibit is furnished with this Current Report on Form 8-K:
Exhibit
Number |
|
Exhibit Description |
99.1 |
|
Press Release, dated May 15, 2024 |
104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
|
Safe and Green Development Corporation |
Dated: May 15, 2024 |
|
|
|
By: |
/s/ Nicolai Brune |
|
Name: |
Nicolai Brune |
|
Title: |
Chief Financial Officer |
2
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 a Strategic Property Monetization |
| - | Executed Contract to Sell St Mary’s Site for $1.35M |
| - | Acquired XENE Real Estate AI Software |
| - | Secured Financing for Norman Berry Expansion in Atlanta, Georgia |
David
Villarreal, CEO of Safe and Green Development Corporation, remarked, “The first quarter has proven to be an exhilarating period marked
by numerous achievements that we believe has positioned us as an integral player in the real estate industry across multiple domains.
Our upcoming sale of the St. Mary property, which will result in substantial profits, exemplifies our team’s profound understanding of
real estate value and our ability to identify and seize unique opportunities. Additionally, the execution of a contract to sell our Lago
Vista parcel is a significant milestone that will significantly strengthen our balance sheet upon closing. Our strategic alliances have
been pivotal in propelling our progress and unlocking future growth, as demonstrated by securing financing for the Norman Berry acquisition
of the right-of-way and an adjacent parcel.”
“I am particularly enthused
by the development of our XENE Platform, which aims to enhance the value proposition for real estate professionals such as brokers, lawyers,
accountants, investors, and, most importantly, home buyers. Our robust foundation enables us to forge a strong presence in both the commercial
and residential sectors, empowering us to seize aggressive growth opportunities. Lastly, we eagerly anticipate completing the acquisition
of MyVONIA, an advanced artificial intelligence (AI) assistant, which is scheduled to close during the second quarter.”
In conclusion, Mr. Villarreal
added, “We are confident that our strategic endeavors and technological advancements will position us favorably for continued success
in the real estate industry.”
Financial Highlights from the first quarter
of 2024:
| - | GAAP net loss totaled ($3,067,671) |
| - | Adjusted EBITDA* totaled ($432,004) |
“In
our strategic outlook for the immediate future, our aim is to attain a revenue milestone of around $1 million in the second quarter derived
from the sale of the St. Mary’s property. Simultaneously, our focus is to reach a minimum of two hundred XENE subscribers, showcasing
our commitment to expanding our subscriber base. By consistently updating on subscriber growth, our objective is to establish a robust
and predictable revenue stream. Reflecting on our first-quarter performance, despite significant non-cash expenses, our adjusted EBITDA
demonstrates our dedication to operating in an efficient manner while ensuring responsible growth,” articulated Nicolai Brune, Chief
Financial Officer of Safe and Green Development Corporation.
*Non-GAAP Financial Measure
This earnings release contains a presentation
of Adjusted EBITDA, a non-GAAP financial measure. The reasons why we believe this measure provide useful information to investors and
a reconciliation of this measure to the most directly comparable GAAP measure and other information relating to this non-GAAP measure
is included in the supplemental schedule attached.
About Safe and Green Development Corporation
Safe and Green Development Corporation is a real estate development company. Formed in 2021, it focuses on the development of sites
using purpose-built, prefabricated modules built from both wood and steel. The thesis of development is to build strong, innovative and
green, single or multifamily projects across all income and asset classes. Additionally, a majority owned subsidiary of SG DevCo, Majestic
World Holdings LLC, is a prop-tech company that has created the XENE Home Platform. It is powered by advanced AI technology which aims
to decentralize the real estate marketplace, creating an all-in-one solution that brings banks, institutions, home builders, clients,
agents, vendors, gig workers, and insurers into a seamlessly integrated and structured AI-driven environment. More information about SG
DevCo can be found at www.sgdevco.com.
Safe
Harbor Statement
This press release may contain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
In some cases forward-looking statements can be identified by terminology such as “may,” “should,” “potential,”
“continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,”
“estimates,” and similar expressions, and include statements regarding being positioned as an integral player in the real
estate industry across multiple domains, the upcoming sale of the St. Mary property resulting in substantial profits, the upcoming sale
of the Lago Vista property significantly strengthening the Company’s balance sheet, the XENE Platform enhancing the value proposition
for real estate professionals and home buyers, forging a strong presence in both the commercial and residential sectors and empowering
the Company to seize aggressive growth opportunities, completing the acquisition of MyVONIA during the second quarter, attaining a revenue
milestone of around $1 million in the second quarter derived from the sale of the St. Mary’s property, reaching a minimum of two hundred
XENE subscribers, consistently updating on subscriber growth to establish a robust and predictable revenue stream, operating in an efficient
manner while ensuring responsible growth and Xene Home creating an all-in-one solution that brings banks, institutions, home builders,
clients, agents, vendors, gig workers, and insurers into a seamlessly integrated and structured AI-driven environment. These forward-looking
statements are based on certain assumptions and analyses made by us in light of our experience and our perception of historical trends,
current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances. Important
factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability
to become an integral player in the real estate industry across multiple domains, the Company’s ability to complete the sale of
the St. Mary property as planned, the Company’s ability to seize aggressive growth opportunities, the Company’s ability to
complete the sale of Lago Vista as planned, the Company’s ability to complete the acquisition of MyVONIA as planned, the Company’s
ability to consistently update Xene subscriber growth to establish a robust and predictable revenue stream, the Company’s ability
to operate in an efficient manner while ensuring responsible growth, the Company’s ability to obtain the capital necessary to fund
its activities, the Company’s ability to attract banks, institutions, home builders, clients, agents, vendors, gig workers,
and insurers to join the Xene Home platform, the Company’s ability to monetize its real estate holdings and the other factors discussed
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and its subsequent filings with the SEC. Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking
statements are qualified in their entirety by this cautionary statement and Safe and Green Development Corporation undertakes
no obligation to revise or update this press release to reflect events or circumstances after the date hereof.
For investor relations and media inquiries, please contact:
Barwicki Investor Relations
Andrew@Barwicki.com
516-662-9461
SAFE AND GREEN DEVELOPMENT CORPORATION
Non-GAAP Financial Measures
This earnings release includes a presentation
of Adjusted EBITDA, a non-GAAP financial measure. The Company defines Adjusted EBITDA as GAAP net income (loss) with an adjustment to
add back depreciation, amortization, interest expense, common stock for services and stock-based compensation. The Company’s Adjusted
EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income (loss) or
as an indication of operating performance or any other measure of performance derived in accordance with GAAP. The Company does not consider
Adjusted EBITDA to be a substitute for or superior to the information provided by its GAAP financial results. Additionally, the Company’s
non-GAAP measure may not be comparable to similarly titled measures reported by other companies. Management believes that providing Adjusted
EBITDA, a non-GAAP financial measure that excludes non-cash expenses, provides useful information to investors by offering an additional
way of viewing our results and underlying growth relative to prior and future periods. Management uses this non-GAAP financial measure
in making financial, operating, and planning decisions and in evaluating our performance.
| |
Three
Months
Ended
March 31,
2024 | |
Net loss | |
$ | (3,067,671 | ) |
Interest expense | |
| 565,996 | |
Depreciation and amortization | |
| 161 | |
Common stock for services | |
| 322,871 | |
Stock-based compensation | |
| 1,746,640 | |
Adjusted EBITDA | |
$ | (432,004 | ) |
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