false 0001959023 0001959023 2024-06-06 2024-06-06 0001959023 dei:FormerAddressMember 2024-06-06 2024-06-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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)		   (Commission File Number)   (I.R.S. Employer
Identification Number)

 

100 Biscayne Blvd., #1201

Miami, FL 33132

(Address of Principal Executive Offices, Zip Code)

 

Registrant’s telephone number, including area code: 904-496-0027

 

990 Biscayne Blvd.

#501, Office 12

Miami, FL 33132

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol(s)   Name of Each Exchange on Which Registered
Common Stock, par value $0.001   SGD   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 8.01 Other Events.

 

On June 6, 2024, Safe and Green Development Corporation (the “Company”) completed the acquisition of all of the assets related to the A.I technology known as My Virtual Online Intelligent Assistant (“MyVONIA”) pursuant to the previously disclosed Asset Purchase Agreement, dated as of May 7, 2024, by and between the Company and Dr. Axely Congress (the “APA”). MyVONIA, an advanced artificial intelligence (AI) assistant, utilizes machine learning and natural language processing algorithms to provide users with human-like conversational interactions, tailored to their specific needs. MyVONIA does not require an app, or website but is accessible to subscribers via text messaging. The purchase price for MyVONIA is up to 500,000 shares of the Company’s common stock, par value $0.001. Of such shares, 200,000 shares of common stock were issued at the closing on June 6, 2024, with an additional 300,000 shares of common stock issuable upon the achievement of certain benchmarks. Pursuant to the APA, Dr. Congress has agreed to a non-compete. In connection with the closing, Dr. Congress also entered into a consulting agreement with the Company (the “Consulting Agreement”) to continue to develop MyVONIA and provide such other services as are required pursuant thereto under which Dr. Congress will receive a consulting fee of $10,000 a month. The Consulting Agreement has a term of two years and has a non-compete.

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Safe and Green Development Corporation
Dated: June 10, 2024    
  By: /s/ Nicolai Brune
  Name:  Nicolai Brune
  Title: Chief Financial Officer

 

 

2

 

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Jun. 06, 2024
Entity Addresses [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jun. 06, 2024
Entity File Number 001-41581
Entity Registrant Name SAFE AND GREEN DEVELOPMENT CORPORATION
Entity Central Index Key 0001959023
Entity Tax Identification Number 87-1375590
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 100 Biscayne Blvd
Entity Address, Address Line Two #1201
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33132
City Area Code 904
Local Phone Number 496-0027
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001
Trading Symbol SGD
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Former Address [Member]  
Entity Addresses [Line Items]  
Security Exchange Name NASDAQ
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