SGD / Safe and Green Development Corporation - SEC-arkivering, Årsberetning, Fuldmagtserklæring

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, 2026 ☐ 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, 2026 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 RENX ENTERPRISES COR

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, 2026 RENX ENTERPRISES COR

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, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commission Fil

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 (Amendment No. )

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 (Amendment No. ) 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)) ☒ Defin

ANNUAL REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION W ASHINGTON, D.C. 20549 FORM 10-K 6 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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 RENX ENTERPRISES CORP .

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Exhibit 99.1 RenX Enterprises Corp. Reports First Quarter 2026 Results: Logistics Segment Achieves Profitability, Consolidated Revenue Reaches $3.96 Million with 20.5% Quarter-over-Quarter Growth MIAMI, FL, May 15, 2026 - RenX Enterprises Corp. (NASDAQ: RENX) (“RenX” or the “Company”) today announced financial results for the three months ended March 31, 2026. First quarter results from RenX’s upg

CALCULATION OF FILING FEE TABLES RenX Enterprises Corp. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 RenX Enterprises Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock,

As filed with the Securities and Exchange Commission on May 15, 2026

As filed with the Securities and Exchange Commission on May 15, 2026 Registration No.

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 30, 2026, by and between RenX Enterprises Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities P

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 (Amendment No. )

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 (Amendment No. ) 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)) ☐ Defin

FORM OF SENIOR CONVERTIBLE NOTE

Exhibit 4.1 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT

RenX Enterprises Corp. Secures Initial $13 Million of PIPE Financing; Up to $87 Million in Additional Financing Available

Exhibit 99.1 RenX Enterprises Corp. Secures Initial $13 Million of PIPE Financing; Up to $87 Million in Additional Financing Available MIAMI, FL, May 5, 2026 - RenX Enterprises Corporation (NASDAQ: RENX) (“RenX” or the “Company”) today announced that it has entered into a securities purchase agreement with institutional investors for a private investment in public equity (“PIPE”) financing. The tr

COMMON STOCK PURCHASE WARRANT RenX Enterprises Corp.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 REGISTR

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 30, 2026 RENX ENTERPRISES C

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 30, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commission F

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 30, 2026, among RenX Enterprises Corp., 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 conditions s

PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT April 30, 2026 Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, FL 33432 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between RenX Enterprises Corp., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which Dawson shall serve a

2,290,312 Shares of Common Stock

PROSPECTUS Filed pursuant to Rule 424(b)(5) Registration No. 333-293528 2,290,312 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus (the “Selling Stockholders”) from time to time of up to 2,290,312 shares of our common stock, par value $0.001 per share (the “Common Stock”), of RenX Enterprises Corp. (the “Company,” “we,” “our,” or “us

April 14, 2026

April 14, 2026 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

RenX Regains Compliance with Nasdaq’s Minimum Bid Price Listing Rule

Exhibit 99.1 RenX Regains Compliance with Nasdaq’s Minimum Bid Price Listing Rule MIAMI, April 13, 2026 - RenX Enterprises Corp. “RenX” (NASDAQ: RENX) (“RenX” or the “Company”), a technology-driven environmental processing and sustainable materials company, announced today that it has received formal notice from Nasdaq confirming that the company has regained compliance with the minimum bid requir

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 10, 2026 RENX ENTERPRISES C

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 10, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commission F

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 8, 2026 RENX ENTERPRISES CO

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 8, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commission Fi

As filed with the Securities and Exchange Commission on April 8, 2026

As filed with the Securities and Exchange Commission on April 8, 2026 Registration No.

Exhibit 99.1 RENX ENTERPRISES CORP. BEATS REVENUE GUIDANCE, DELIVERING $8.2 MILLION IN POST-ACQUISITION REVENUE WHILE COMPLETING FULL PLATFORM BUILDOUT AND RETIRING $11.9 MILLION IN LEGACY DEBT MIAMI, FL, April 1, 2026. RenX Enterprises Corp. (NASDAQ: RENX) today announced financial results for the fiscal year ended December 31, 2025. The growing media and substrate industry runs on imported raw m

AMENDED AND RESTATED SUBLICENSE AGREEMENT

Exhibit 10.123 AMENDED AND RESTATED SUBLICENSE AGREEMENT This AMENDED AND RESTATED SUBLICENSE AGREEMENT (the “Agreement”), dated as of April 1, 2023 (the “Amendment Effective Date”), is between Microtec Development & Holdings LLC, a company organized and existing under the laws of the state of Delaware having offices at 1510 Logue Road, Myakka City, Florida USA 34251, (“MTDH”) and Resource Group U

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, 2025 ☐ 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, 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 RENX ENTERPRISES CORP. (E

LOAN AGREEMENT BRIDGELINE CAPITAL VENTURES Securitisation Fund Organised Under the Laws of Luxembourg On behalf of its Compartment: BCV BCV Renew Earth RCS: K2157 Legal Entity Identifier LEI (Securitisation Fund): 549300S93SM1WYXIJ424 DATED: as of 10

Exhibit 10.124 LOAN AGREEMENT BRIDGELINE CAPITAL VENTURES Securitisation Fund Organised Under the Laws of Luxembourg On behalf of its Compartment: BCV BCV Renew Earth RCS: K2157 Legal Entity Identifier LEI (Securitisation Fund): 549300S93SM1WYXIJ424 DATED: as of 10th November 2025 by and between Safe & Green Development Corp EIN identity code no 87-1375590, a corporation organized under the Corpor

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 Resource Group US Holdings LLC(4) Florida Resource Group US LLC4 Florida Zimmer Equipment Inc.4 Florida (1) 10% owned by RenX Enterprises Corp. (2) 87

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 1, 2026 RENX ENTERPRISES CO

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 1, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commission Fi

Employment Agreement

Exhibit 10.125 Employment Agreement THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Resource Group US Holdings LLC, a Florida limited liability company (the “Company”), and Tristan Burnham (“Employee”), effective as of March 23, 2026 (the “Effective Date”). The Company’s ultimate parent is RenX Enterprises Corp., a Florida corporation (“Parent”). The Company and Employe

DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

Exhibit 4.30 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED RenX Enterprises Corp. (“RenX,” 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 “common stock”). G

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 78637J402 (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: December 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition R

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 25, 2026 RENX ENTERPRISES C

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 25, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commission F

RenX Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price

Exhibit 99.1 RenX Announces Reverse Stock Split to Regain Compliance with Nasdaq’s Minimum Bid Price MIAMI, March 24, 2026 /PRNewswire/ - RenX Enterprises Corp. “RenX” (NASDAQ: RENX), a technology-driven environmental processing and sustainable materials 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 (“C

CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RENX ENTERPRISES CORP. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RENX ENTERPRISES CORP. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) RenX Enterprises Corp. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporati

LETTER

February 24, 2026 Nicolai Brune Chief Financial Officer RenX Enterprises Corp. 100 Biscayne Blvd., #1201 Miami, FL 33132 Re: RenX Enterprises Corp. Registration Statement on Form S-3 Filed February 17, 2026 File No. 333-293528 Dear Nicolai Brune: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2026, by and between RenX Enterprises Corp., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securitie

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 12, 2026 RENX ENTERPRISE

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 12, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commissio

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of February 12, 2026, among RenX Enterprises Corp., 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 condi

COMMON STOCK PURCHASE WARRANT RenX Enterprises Corp.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 REGISTR

CALCULATION OF FILING FEE TABLES RenX Enterprises Corp. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 RenX Enterprises Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock,

COMMON STOCK PURCHASE WARRANT RenX Enterprises Corp.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE 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 REGISTR

RenX Enterprises Prices $6.0 Million Private Placement with Fixed Conversion Price

Exhibit 99.1 RenX Enterprises Prices $6.0 Million Private Placement with Fixed Conversion Price ● Improves Cash Position and Runway MIAMI, FL, February 13, 2026 (GLOBE NEWSWIRE) - RenX Enterprises Corporation (NASDAQ: RENX (“RenX” or the “Company”), a technology-driven environmental processing and sustainable materials company, today announced that it has entered into a securities purchase agreeme

FORM OF SENIOR CONVERTIBLE NOTE

Exhibit 4.1 FORM OF SENIOR CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECT

As filed with the Securities and Exchange Commission on February 17, 2026

As filed with the Securities and Exchange Commission on February 17, 2026 Registration No.

PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 Execution Version PLACEMENT AGENCY AGREEMENT February 12, 2026 Dawson James Securities, Inc. 101 North Federal Highway, Suite 600 Boca Raton, FL 33432 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between RenX Enterprises Corp., a Delaware corporation (the “Company”) and Dawson James Securities, Inc. (“Dawson” or the “Placement Agent”) pursuant to which

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 26, 2026 RENX ENTERPRISES

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 26, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commission

LOAN MODIFICATION AGREEMENT

Exhibit 10.2 STATE OF OKLAHOMA COUNTY OF BRYAN LOAN MODIFICATION AGREEMENT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM THIS INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER. This Loan Modification Agreement (“Agreement”), made this 6th

DEED IN LIEU OF FORECLOSURE

Exhibit 10.4 DEED IN LIEU OF FORECLOSURE 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 DRIVER’S LICENSE NUMBER. STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY

DEED OF TRUST AND SECURITY AGREEMENT WITH COLLATERAL ASSIGNMENT OF RENTS

Exhibit 10.5 AFTER RECORDING RETURN TO: CAPSTONE SERVICING CORPORATION 507 DENALI PASS, SUITE 401 CEDAR PARK, TEXAS 78613 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 YO

COMPREHENSIVE RESTRUCTURING AND COLLATERAL AGREEMENT

Exhibit 10.1 COMPREHENSIVE RESTRUCTURING AND COLLATERAL AGREEMENT (Master Agreement Covering the Texas Property, Oklahoma Property, and Georgia Property) THIS RESTRUCTURING AND COLLATERAL AGREEMENT (“Agreement”) is entered into by and between Austerra Stable Growth Fund, L.P., a Texas limited partnership (“Lender”), and Safe and Green Development Corporation, a Delaware corporation (“Borrower”), a

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 6, 2026 RENX ENTERPRISES

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 6, 2026 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commission

PLEDGE AGREEMENT

Exhibit 10.6 PLEDGE AGREEMENT Safe and Green Development Corporation, a Delaware corporation ("Debtor"), and Austerra Stable Growth Fund, L.P., a Texas limited partnership ("Secured Party") agree, effective January 6, 2026, as follows: 1. Background and Purpose The parties acknowledge that LV Peninsula Holding, LLC has executed a promissory note payable to Secured Party in the original principal a

PROMISSORY NOTE (Fixed Rate)

Exhibit 10.3 PROMISSORY NOTE (Fixed Rate) THIS LOAN IS PAYABLE IN FULL AT MATURITY. YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE LOAN AND UNPAID INTEREST THEN DUE. LENDER IS UNDER NO OBLIGATION TO REFINANCE THE LOAN AT THAT TIME. YOU WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT YOU MAY OWN, OR YOU WILL HAVE TO FIND A LENDER, WHICH MAY BE THE LENDER YOU HAVE THIS LOAN

Collateral Transfer of Note and Lien Basic Information

Exhibit 10.7 Collateral Transfer of Note and Lien Basic Information Date: January 6, 2026 Debtor: Safe and Green Development Corporation, a Delaware Corporation Debtor’s Mailing Address: 1111 Brickell Avenue, Floor 11, Suite 109 Miami, Florida 33131 Secured Party: Austerra Stable Growth Fund, L.P. Secured Party’s Mailing Address: 15301 Dallas Parkway, Suite 960 Dallas, Texas 75001 Classification o

NEGOTIABLE PROMISSORY NOTE and SECURITY AGREEMENT (the “Note”)

Exhibit 10.2 NEGOTIABLE PROMISSORY NOTE and SECURITY AGREEMENT (the “Note”) $1,047,528.00 12/30/2025 Total Amount of Scheduled Note Payments Date Resource Group US LLC (individually and collectively “MAKER/DEBTOR”) For value received, the undersigned (hereinafter referred to as “Maker/Debtor”), jointly and severally if more than one, irrevocably and unconditionally promises to pay to the order of

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 30, 2025 RENX ENTERPRISE

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 30, 2025 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commissio

NEGOTIABLE PROMISSORY NOTE and SECURITY AGREEMENT (the “Note”)

Exhibit 10.1 NEGOTIABLE PROMISSORY NOTE and SECURITY AGREEMENT (the “Note”) $1,507,658.00 12/30/2025 Total Amount of Scheduled Note Payments Date Resource Group US LLC (individually and collectively “MAKER/DEBTOR”) For value received, the undersigned (hereinafter referred to as “Maker/Debtor”), jointly and severally if more than one, irrevocably and unconditionally promises to pay to the order of

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 18, 2025 RENX ENTERPRISE

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 18, 2025 RENX ENTERPRISES CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41581 87-1375590 (State or Other Jurisdiction of Incorporation) (Commissio

CERTIFICATE OF AMENDMENT TO 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)

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO 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

December 18, 2025

Exhibit 99.1 December 18, 2025 RenX Enterprises Corp., Formerly Safe and Green Development Corporation, Announces Corporate Name Change; New Ticker Symbol “RENX” MIAMI, FL, Dec. 18, 2025 (GLOBE NEWSWIRE) - RenX Enterprises Corp., formerly known as Safe and Green Development Corporation (NASDAQ: SGD) (the “Company”), announces that, effective December 19, 2025, the Company will complete its corpora

SECOND AMENDED and RESTATED BYLAWS OF RENX ENTERPRISES CORP. SECOND AMENDED AND RESTATED BYLAWS OF RENX ENTERPRISES CORP. (A DELAWARE CORPORATION) ARTICLE I Offices

Exhibit 3.2 SECOND AMENDED and RESTATED BYLAWS OF RENX ENTERPRISES CORP. SECOND AMENDED AND RESTATED BYLAWS OF RENX ENTERPRISES CORP. (A DELAWARE CORPORATION) ARTICLE I Offices Section 1.1. Registered Office. The address of the registered office of RenX Enterprises Corp. (the “corporation”) in the State of Delaware, and the name of its registered agent at such address, shall be as set forth in the

91,115,703 Shares of Common Stock

PROSPECTUS Filed pursuant to Rule 424(b)(5) Registration No. 333-291206 91,115,703 Shares of Common Stock This prospectus relates to the resale by the selling stockholders named in this prospectus (the “Selling Stockholders”) from time to time of up to 91,115,703 shares of our common stock, par value $0.001 per share (the “Common Stock”). These shares of Common Stock being registered herewith cons

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 8, 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): December 8, 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

December 4, 2025

December 4, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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

4

Exhibit 99.1 November 14, 2025 Safe and Green Development Corporation Announces 4,200% Year-Over-Year Revenue Growth in Q3 2025 and Strong Momentum Into Fourth Quarter MIAMI, Nov. 14, 2025 (GLOBE NEWSWIRE) - Safe and Green Development Corporation (NASDAQ: SGD) (“SGD,” the “Company,” or “Safe and Green Development”) today announced financial results for the three and nine months ended September 30,

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, 2025 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 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

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, 2025 ☐ 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, 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 D

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

As filed with the Securities and Exchange Commission on October 31, 2025

As filed with the Securities and Exchange Commission on October 31, 2025 Registration Statement No.

CALCULATION OF FILING FEE TABLES Safe and Green Development Corporation Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-3 Safe and Green Development Corporation Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, $0.

Safe and Green Development Corporation Announces Satisfaction of All Outstanding Convertible Debt

Exhibit 99.1 Safe and Green Development Corporation Announces Satisfaction of All Outstanding Convertible Debt Miami, FL – October 30, 2025 – Safe and Green Development Corporation (NASDAQ: SGD) (“SG Devco” or the “Company”), a real estate and technology development company, today announced that it has satisfied in full and retired all of its outstanding convertible debt obligations. This mileston

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 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): October 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

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 16, 2025, 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 te

CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SAFE AND GREEN DEVELOPMENT CORPORATION

Exhibit 3.2 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

SAFE AND GREEN DEVELOPMENT CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

Exhibit 3.1 SAFE AND GREEN DEVELOPMENT CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING 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 “C

Safe and Green Development Corporation Announces $9.0 Million Private Placement

Exhibit 99.1 Safe and Green Development Corporation Announces $9.0 Million Private Placement MIAMI, FL, October 16, 2025 (GLOBE NEWSWIRE) - Safe and Green Development Corporation (NASDAQ: SGD) ("SGD" or the “Company”), a real estate development and environmental solutions company, today announced that it has entered into a securities purchase agreement for a private investment in public equity (“P

COMMON STOCK PURCHASE WARRANT SAFE AND GREEN DEVELOPMENT CORPORATION

Exhibit 4.1 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 REGISTR

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 16, 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): October 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

REGISTRATION RIGHTS AGREEMENT

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 16, 2025, between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the S

VIA EDGAR

October 21, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

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 29, 2025 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): September 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 Incorpor

As filed with the U.S. Securities and Exchange Commission on September 30, 2025.

As filed with the U.S. Securities and Exchange Commission on September 30, 2025. Registration No. 333-290563 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 Corpor

AMENDMENT NO. 1 TO THE SAFE AND GREEN DEVELOPMENT CORPORATION 2023 INCENTIVE COMPENSATION PLAN

Exhibit 10.1 AMENDMENT NO. 1 TO THE SAFE AND GREEN DEVELOPMENT CORPORATION 2023 INCENTIVE COMPENSATION PLAN This amendment (the “Amendment”) to the Safe and Green Development Corporation 2023 Incentive Compensation Plan (the “Plan”), is hereby adopted this 29th of September, 2025, by Safe and Green Development Corporation (the “Company”). All capitalized terms used in this Amendment and not otherw

PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 101 North Federal Highway Suite 600 Boca Raton, FL 33432 September [ ], 2025 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as th

SAFE AND GREEN DEVELOPMENT CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES B NON-VOTING CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW

Exhibit 3.7 SAFE AND GREEN DEVELOPMENT CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B NON-VOTING 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 “C

As filed with the U.S. Securities and Exchange Commission on September 26, 2025.

As filed with the U.S. Securities and Exchange Commission on September 26, 2025. Registration 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 regi

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 Myvonia Innovations LLC Delaware Resource Group US Holdings LLC (5) Florida Resource Group US LLC Florida Zimmer Equipment INC Florida ETS Realty 1 LL

CALCULATION OF FILING FEE TABLES Safe & Green Development Corp Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Safe & Green Development Corp Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Series B Non-Voting Convertible Preferred Stock, par value $0.

PLACEMENT AGENCY AGREEMENT

Exhibit 1.1 PLACEMENT AGENCY AGREEMENT Dawson James Securities, Inc. 101 North Federal Highway Suite 600 Boca Raton, FL 33432 September [ ], 2025 Ladies and Gentlemen: This letter (this “Agreement”) constitutes the agreement between Safe and Green Development Corporation, a Delaware corporation (the “Company”), and Dawson James Securities, Inc. (“Dawson”) pursuant to which Dawson shall serve as th

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

FORM ARS

170615.00002/155384133v.1 2024 Annual Report to Stockholders Safe and Green Development Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ց 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 տ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O

As confidentially submitted on September 2, 2025 to the Securities and Exchange Commission. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains strictl

As confidentially submitted on September 2, 2025 to the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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”

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

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

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)

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

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

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

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

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 “

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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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

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

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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

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

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

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

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

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

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

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

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

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

Exhibit 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

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

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,

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

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

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:

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,”

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

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

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

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

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

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

LETTER

November 21, 2024 David Villarreal Chairman and Chief Executive Officer Safe & Green Development Corporation 100 Biscayne Blvd.

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

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

2

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

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.

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

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

LETTER

September 12, 2024 David Villarreal Chief Executive Officer Safe & Green Development Corp 100 Biscayne Blvd.

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

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

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

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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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)

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

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

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)

LETTER

United States securities and exchange commission logo June 7, 2024 David Villarreal Chief Executive Officer Safe & Green Development Corporation 100 Biscayne Blvd.

FORM ARS

2023 Annual Report to Stockholders Safe and Green Development Corporation UNITED STATES SECURITIES AND EXCHANGE COMMISSION W ASHINGTON, D.

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.

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

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

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”).