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 Opportunity
Fund, L.P. (“Peak One”) and Peak One Investments, LLC (“Peak One Investments” and together with Peak One, the
“Selling Stockholders”).
We are registering the resale of (i) up to 2,290,909
shares of Common Stock (the “First 2024 Debenture Shares”) issuable upon the conversion of our 8% convertible debenture (the
“First 2024 Debenture”) that we issued to Peak One pursuant to that certain Securities Purchase Agreement, dated as of April
29, 2024 (as amended, the “2024 Securities Purchase Agreement”), between us and Peak One, as more fully described in this
prospectus, including conversion of accrued interest and based on the floor price set forth in the First 2024 Debenture; (ii) up to 262,500
shares of Common Stock (the “First 2024 Warrant Shares”) issuable upon the exercise of an outstanding warrant (the “First
2024 Warrant”) issued to Peak One Investments pursuant to the 2024 Securities Purchase Agreement; (iii) 80,000 shares of Common
Stock (the “First 2024 Commitment Shares”), of which 40,000 shares were issued to Peak One Investments and 40,000 shares were
issued to Peak One as commitment shares pursuant to the 2024 Securities Purchase Agreement; (iv) up to 2,290,909 shares of Common Stock
(the “Second 2024 Debenture Shares”) issuable upon the conversion of our 8% convertible debenture (the “Second 2024
Debenture”) that we issued to Peak One on May 23, 2024 pursuant to the 2024 Securities Purchase Agreement, including conversion
of accrued interest and based on the floor price set forth in the Second 2024 Debenture; (v) up to 262,500 shares of Common Stock (the
“Second 2024 Warrant Shares”) issuable upon the exercise of an outstanding warrant (the “Second 2024 Warrant”)
issued to Peak One Investments in May 2024 pursuant to the 2024 Securities Purchase Agreement; (vi) 80,000 shares of Common Stock (the
“Second 2024 Commitment Shares”), of which 40,000 shares were issued to Peak One Investments and 40,000 shares were issued
to Peak One as commitment shares pursuant to the 2024 Securities Purchase Agreement; and (vii) up to 1,000,000 shares of Common Stock
(“ELOC Shares”) that we may sell to Peak One, from time to time, after the date of this prospectus, in our sole discretion
pursuant to the Equity Purchase Agreement dated as of November 30, 2023 (the “Equity Purchase Agreement”), between us and
Peak One, as more fully described in this prospectus.
See “The Peak Transactions” for a
description of the 2024 Securities Purchase Agreement and the Equity Purchase Agreement and “Selling Stockholders” for additional
information regarding Peak One and Peak One Investments. The prices at which the Selling Stockholders may resell the shares offered hereby
will be determined by the prevailing market price for the shares or in negotiated transactions.
We are not selling any securities under this prospectus
and will not receive any of the proceeds from the sale of shares of Common Stock by the Selling Stockholders. We will, however, receive
proceeds from the sale of our shares of Common Stock under the Equity Purchase Agreement to Peak One and the proceeds of any cash exercise
of the First 2024 Warrant or the Second 2024 Warrant by Peak One Investments.
The Selling Stockholders may sell the shares
of Common Stock described in this prospectus in a number of different ways and at varying prices. We provide more information about
how the Selling Stockholders may sell their shares of Common Stock in the section titled “Plan of Distribution” on page
19 of this prospectus. The Selling Stockholders are “underwriters” within the meaning of Section 2(a)(11) of the
Securities Act of 1933, as amended.
We will pay the expenses incurred in registering
the securities covered by this prospectus, including legal and accounting fees. To the extent the Selling Stockholders decide to sell
their shares of Common Stock we will not control or determine the price at which the shares are sold.
You should read this prospectus, together with
additional information described under the heading “Where You Can Find More Information” carefully before you invest in any
of our securities.
Our Common Stock is listed on the Nasdaq Capital
Market under the symbol “SGD.” The last reported sale price of our Common Stock on the Nasdaq Capital Market on June 12, 2024
was $0.46 per share. We urge prospective purchasers of our Common Stock to obtain current information about the market prices of the Common
Stock.
Investing in the Common Stock involves a
high degree of risk. Please consider carefully the risks described in this prospectus under “Risk Factors” beginning on
page 6 of this prospectus and in our filings with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is June 13,
2024
TABLE OF CONTENTS
The registration statement containing this
prospectus, including the exhibits to the registration statement, provides additional information about us and the Common Stock offered
under this prospectus. The registration statement, including the exhibits, can be read on our website and the website of the Securities
and Exchange Commission. See “Where You Can Find More Information.”
Information contained in, and that can be accessed
through our web site, www.sgdevco.com, shall not be deemed to be part of this prospectus or incorporated herein by reference and
should not be relied upon by any prospective investors for the purposes of determining whether to purchase the Common Stock offered hereunder.
Unless the context otherwise requires, the terms
““we,” “us,” “our,” “the Company,” “SG DevCo” and “our business”
refer to Safe and Green Development Corporation. and “this offering” refers to the offering contemplated in this prospectus.
About
this Prospectus
This prospectus is part of a registration statement
on Form S-1 that we filed with the U.S. Securities and Exchange Commission (the “SEC”). Under this registration process,
the Selling Stockholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive
any proceeds from the sale by the Selling Stockholders of the securities offered by them described in this prospectus.
We may also file a prospectus
supplement or post-effective amendment to the registration statement of which this prospectus forms a part that may contain
material information relating to this offering. The prospectus supplement or post-effective amendment may also add, update or
change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and the applicable
prospectus supplement or post-effective amendment, you should rely on the prospectus supplement or post-effective amendment,
as applicable. Before purchasing any securities, you should carefully read this prospectus, any post-effective amendment, and
any applicable prospectus supplement, together with the additional information described under the headings “Where You Can Find
More Information” and “Incorporation of Certain Information by Reference.”
Neither we nor the Selling Stockholders have authorized
anyone to provide you with any information or to make any representations other than those contained, or incorporated by reference, in
this prospectus, any post-effective amendment, or any applicable prospectus supplement prepared by or on behalf of us or to which we have
referred you. We and the Selling Stockholders take no responsibility for and can provide no assurance as to the reliability of any other
information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances
and in jurisdictions where it is lawful to do so. You should not assume that the information contained in this prospectus or any applicable
prospectus supplement is accurate on any date subsequent to the date set forth on the front of the document or that any information we
have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this
prospectus or any applicable prospectus supplement is delivered, or securities are sold, on a later date.
This prospectus contains summaries of certain
provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information.
All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have
been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a
part, and you may obtain copies of those documents as described below under the section entitled “Where You Can Find More Information.”
PROSPECTUS SUMMARY
The following summary highlights information
contained elsewhere in this prospectus or incorporated by reference herein and does not contain all the information that may be important
to purchasers of our securities. Prospective purchasers of our securities should carefully read the entire prospectus and any applicable
prospectus supplement, including the risks of investing in our securities discussed under the heading “Risk Factors” contained
in this prospectus, the applicable prospectus supplement and under similar headings in the other documents that are incorporated by reference
into this prospectus. Prospective purchasers of our securities should also carefully read the information incorporated by reference into
this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.
Our Company
We were formed in 2021
by Safe & Green Holdings Corp. (“SG Holdings”) for the purpose of real property development utilizing SG Holdings’
proprietary technologies and SG Holdings’ manufacturing facilities. Our current business focus is primarily on the direct acquisition
and indirect investment in properties nationally that will be further developed in the future into green single or multi-family projects.
To date, we have not generated any revenue from real property development and our activities have consisted solely of the acquisition
of three properties, an investment in two entities that have acquired two properties to be further developed; and the acquisition of a
majority interest in MWH described below. We have not yet commenced any development activities. We are focused on increasing our presence
in markets with favorable job formation and a favorable demand/supply ratio for multifamily housing.. In addition to these development
projects, we intend, subject to our ability to raise sufficient capital, to build additional, strategically placed manufacturing facilities
that will be sold or leased to third parties. Our business model is flexible and we anticipate developing properties on our own and also
through joint ventures in which we partner with third-party equity investors or other developers.
We intend to develop
the properties that we own from the proceeds of sales of our securities and future financings, both at the corporate and project level,
and/or sale proceeds from properties that are sold. However, our ability to develop any properties will be subject to our ability to raise
capital either through the sale of equity or by incurring debt. We have forecasted to invest approximately $500,000 over the course of
the next 12 months to start the development of our Magnolia Gardens Project to be built on our McLean mixed-use site in Durant, Oklahoma.
In addition, in January 2024, we announced that we would strategically look to monetize our real estate holdings throughout 2024 by identifying
markets where our land may have increased in value, as demonstrated by third-party appraisals. In connection with this strategy, we have
entered into agreements to sell our St. Mary’s site and our Lago Vista site.
Additionally, we acquired
a majority interest in Majestic World Holdings LLC (“MWH”) during the first quarter of 2024. MWH is a prop-tech company that
has created the Xene AI Software platform (the “XENE Home Platform”).. The XENE Home Platform, which was launched
in April 2024, aims to decentralize the real estate marketplace, creating an all-in-one solution that brings banks, institutions,
home builders, clients, agents, vendors, gig workers, and insurers into a seamlessly integrated and structured AI-driven environment.
The Separation and Distribution
In December 2022, SG Holdings, the then owner
of 100% of our issued and outstanding securities, announced its plan to separate SG DevCo and SG Holdings into two separate publicly traded
companies (the “Separation”). To implement the Separation, on September 27, 2023 (the “Distribution Date”), SG
Holdings, effected a pro rata distribution to SG Holdings’ stockholders of approximately 30% of the outstanding shares of our Common
Stock (the “Distribution”). In connection with the Distribution, each SG Holdings’ stockholder received 0.930886 shares
of our Common Stock for every five (5) shares of SG Holdings common stock held as of the close of business on September 8, 2023, the record
date for the Distribution, as well as a cash payment in lieu of any fractional shares. Immediately after the Distribution, we were no
longer a wholly owned subsidiary of SG Holdings and SG Holdings held approximately 70% of our issued and outstanding securities. On September
28, 2023, our Common Stock began trading on the Nasdaq Capital Market under the symbol “SGD.”
In connection with the Separation and Distribution,
we entered into a separation and distribution agreement and several other agreements with SG Holdings to provide a framework for our relationship
with SG Holdings after the Separation and Distribution. These agreements provide for the allocation between SG Holdings and us of the
assets, employees, liabilities and obligations (including, among others, investments, property, employee benefits and tax-related assets
and liabilities) of SG Holdings and its subsidiaries attributable to periods prior to, at and after the Separation and govern the relationship
between us and SG Holdings subsequent to the completion of the Separation. In addition to the separation and distribution agreement, the
other principal agreements entered into with SG Holdings included a tax matters agreement and a shared services agreement.
Corporate Information
We were incorporated in Delaware on February 27,
2021. Our principal executive office is located at 100 Biscayne Blvd., #1201, Office 12, Miami, Florida 33132, and our phone number is
(904) 496-0027. We maintain a website at www.sgdevco.com.
The reference to our website is intended to be
an inactive textual reference only. The information contained on, or that can be accessed through, our website is not part of this prospectus
and investors should not rely on such information in deciding whether to purchase shares of our Common Stock.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company”
as defined under the Securities Act of 1933, as amended (the “Securities Act”). As a result, we are permitted to, and intend
to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies. These provisions include,
but are not limited to:
| ● | being
permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion
and Analysis of Financial Condition and Results of Operations”; |
| ● | not
being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the
“Sarbanes-Oxley Act”); |
| ● | reduced
disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and |
| ● | exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
In addition, an emerging growth company can take
advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth
company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected
to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our
reporting $1.235 billion or more in annual gross revenues; (ii) the end of fiscal year 2028; (iii) our issuance, in a three year period,
of more than $1 billion in non-convertible debt; and (iv) the last day of the fiscal year in which we are deemed to be a large accelerated
filer, which generally means that we have been public for at least 12 months, have filed at least one annual report, and the market value
of our Common Stock that is held by non-affiliates exceeds $700 million as of the last day of our then-most recently completed second
fiscal quarter.
We have elected to take advantage of certain of
the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in future filings. As a result,
the information that we provide to our stockholders may be different than the information you might receive from other public reporting
companies in which you hold equity interests.
We also qualify as a “smaller reporting
company,” as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and to the extent we continue to qualify as a “smaller reporting company,” after we cease to qualify as an “emerging
growth company,” certain of the exemptions available to us as an “emerging growth company” may continue to be available
to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes-Oxley Act; (2) scaled executive compensation disclosures; and (3) the ability to provide only two years of audited
financial statements, instead of three years.
THE OFFERING
This prospectus relates to the resale or other
disposition from time to time by the Selling Stockholders identified in this prospectus of up to 6,266,818 shares of our Common Stock.
None of the shares registered hereby are being offered for sale by us.
Securities offered by the Selling Stockholders |
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This prospectus covers the resale of a total of up to 6,266,818 shares of our Common Stock, consisting of: |
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80,000 shares of Common Stock of which 40,000 shares were issued to Peak One Investments and 40,000 shares were issued to Peak One as commitment shares; |
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up to 262,500 shares of Common Stock to be issued to Peak One Investments upon exercise of the First 2024 Warrant; |
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up to 2,290,909 shares of Common Stock to be issued to Peak One upon conversion of the First 2024 Debenture and accrued interest thereon; |
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80,000 shares of Common Stock of which 40,000 shares were issued to Peak One Investments and 40,000 shares were issued to Peak One as the Second 2024 Commitment Shares; |
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up to 262,500 shares of Common Stock to be issued to Peak One Investments upon exercise of the Second 2024 Warrant; |
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up to 2,290,909 shares of Common Stock to be issued to Peak One upon conversion of the Second 2024 Debenture and accrued interest thereon; and |
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up to 1,000,000 shares of Common Stock that we may sell to Peak One, from time to time, after the date of this prospectus, in our sole discretion pursuant to the Equity Purchase Agreement. |
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Common Stock outstanding prior to this offering |
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16,036,636 shares of Common Stock, including the First 2024 Commitment Shares and the Second 2024 Commitment Shares |
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Common Stock to be outstanding after this offering, |
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22,143,454 shares of Common Stock |
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Terms of the offering |
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The Selling Stockholders and any of their pledgees, assignees and successors-in-interest will determine when and how they sell the shares offered in this prospectus and may, from time to time, sell any or all of their shares covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares are traded or in privately negotiated transactions. These sales may be at fixed or negotiated prices. See “Plan of Distribution.” |
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Use of Proceeds |
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The Selling Stockholders will receive all of the proceeds from the sale of the shares offered for sale by them under this prospectus. We will not receive proceeds from the sale of the shares by the Selling Stockholders. However, we may receive up to $9,276,340 in aggregate gross proceeds from the sale of the Common Stock to Peak One pursuant to the Equity Purchase Agreement. We may receive proceeds from cash exercises of the Warrants, based on the then applicable per share exercise price of the Warrants being exercised; however, the Warrants are exercisable on a cashless basis at the option of Peak One. Any proceeds we receive are expected to be used for working capital and other general corporate purposes. See “Use of Proceeds.” |
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Risk Factors |
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Investment in
our securities involves a high degree of risk and could result in a loss of your entire investment. See “Risk Factors”
beginning on page 6 and the similarly entitled sections in the documents incorporated by reference into this prospectus. |
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Nasdaq Capital Market Symbol |
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Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SGD”. |
The number of shares of our Common Stock to be
outstanding upon completion of this offering is based on 16,036,636 shares of our Common Stock outstanding as of June 6, 2024, assumes
that we issue 2,290,909 First 2024 Debenture Shares, 262,500 First 2024 Warrant Shares, 2,290,909 Second 2024 Debenture Shares, 262,500
Second 2024 Warrant Shares and 1,000,000 ELOC Shares, and excludes:
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263,148 shares of Common Stock issuable upon the conversion of outstanding convertible notes which were issued pursuant to the Securities Purchase Agreement, dated November 30, 2023, between the Company and Peak One (as amended, the “2023 Securities Purchase Agreement”), inclusive of accrued interest at 8% per annum and assuming a conversion price of $0.60 per share; |
| ● | 133,334 shares of Common Stock issuable upon the settlement
of unvested RSUs currently outstanding; and |
| ● | 2,441,500
shares of our Common Stock reserved for future issuance under our 2023 Incentive Compensation Plan (the “2023 Plan”). |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained or incorporated by
reference in this prospectus may contain “forward-looking statements” within the meaning of the federal securities laws. Our
forward-looking statements include, but are not limited to, statements about us and our industry, as well as statements regarding our
or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Additionally, any statements
that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,
are forward-looking statements. We intend the forward-looking statements to be covered by the safe harbor provisions of the federal securities
laws. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,”
“continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions, as well as statements in future tense, may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements should not be read
as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved.
Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as
of that time with respect to future events, and are subject to significant risks and uncertainties that could cause actual performance
or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause
such differences include, but are not limited to:
| ● | We
cannot predict the actual number of shares we will issue or sell under the 2024 Securities Purchase Agreement or the Equity Purchase
Agreement to Peak One. |
| ● | Management
will have broad discretion over the use of the net proceeds from the sale of the Common Stock to Peak One pursuant to the Equity Purchase
Agreement. |
| ● | Our
limited operating history makes it difficult for us to evaluate our future business prospects. |
| ● | Our
auditors have expressed substantial doubt about our ability to continue as a going concern. |
| ● | Our
financial condition and results of operations could be negatively affected if we fail to grow or fail to manage our growth or investments
effectively. |
| ● | The
long-term sustainability of our operations as well as future growth depends in part upon our ability to acquire land parcels suitable
for residential projects at reasonable prices. |
| ● | We
operate in a highly competitive market for investment opportunities, and we may be unable to identify and complete acquisitions of real
property assets. |
| ● | Our
property portfolio has a high concentration of properties located in certain states. |
| ● | There
can be no assurance that the properties in our development pipeline will be completed in accordance with the anticipated timing or cost. |
| ● | Our
insurance coverage on our properties may be inadequate to cover any losses we may incur and our insurance costs may increase. |
| ● | Our
operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks. |
| ● | Previously
undetected environmentally hazardous conditions may adversely affect our business. |
| ● | Legislative,
regulatory, accounting or tax rules, and any changes to them or actions brought to enforce them, could adversely affect us. |
| ● | If
we were deemed to be an investment company, applicable restrictions could make it impractical for us to continue our business as contemplated
and could have an adverse effect on our business. |
| ● | Our
industry is cyclical and adverse changes in general and local economic conditions could reduce the demand for housing and, as a result,
could have a material adverse effect on us. |
| ● | Fluctuations
in real estate values may require us to write-down the book value of our real estate assets. |
| ● | We
could be impacted by our investments through joint ventures, which involve risks not present in investments in which we are the sole
owner. |
| ● | We
may not be able to sell our real property assets when we desire. |
| ● | Access
to financing sources may not be available on favorable terms, or at all, which could adversely affect our ability to maximize our returns. |
| ● | If
we were to default in our obligation to repay the loan we received from BCV S&G DevCorp or Peak One, it could disrupt or adversely
affect our business and our stock price could decline. |
| ● | Future
outbreaks of any highly infectious or contagious diseases, could materially and adversely impact our performance, financial condition,
results of operations and cash flows. |
| ● | SG
Holdings beneficially owns a significant portion of our outstanding Common Stock, and it may therefore be able to substantially control
our management and affairs. |
| ● | We
currently do not intend to pay dividends on our Common Stock. Consequently, our stockholders’ ability to achieve a return on their
investment will depend on appreciation in the price of our Common Stock. |
| ● | We
may issue shares of preferred or Common Stock in the future, which could dilute your percentage ownership of the Company. |
| ● | If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline |
| ● | Provisions
in our corporate charter documents and under Delaware law could make an acquisition of our company, more difficult and may prevent attempts
by our stockholders to replace or remove our management. |
| ● | If
securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price
and trading volume could decline. |
| ● | Our
failure to comply with continued listing requirements of Nasdaq. |
| ● | Risks
relating to ownership of our Common Stock, including high volatility and dilution. |
The risks and uncertainties
included here are not exhaustive or necessarily in order of importance. Other sections of this prospectus, including “Risk Factors”
beginning on page 11, our Annual Report on Form 10-K for the year ended December 31, 2023, and the “Risk
Factors beginning on page 32 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and other reports that we
file with the SEC include additional factors that could affect our businesses and financial performance. Moreover, we operate in a rapidly
changing and competitive environment. New risk factors emerge from time to time, and it is not possible for management to predict all
such risk factors.
Further, it is not possible
to assess the effect of all risk factors on our businesses or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should
not place undue reliance on forward-looking statements as a prediction of actual results. In addition, we disclaim any obligation to correct
or update any forward-looking statements to reflect events or circumstances that occur after the date of this prospectus.
RISK FACTORS
Investing in our securities involves a high
degree of risk. You should consider carefully the risks described below, together with all of the other information included or incorporated
by reference in this prospectus, including the risks and uncertainties discussed under “Risk Factors” in our Annual Report
on Form 10-K for the year ended December 31, 2023 and in our Quarterly Report for the quarter ended March 31, 2024, which have
been filed with the SEC and are incorporated by reference in this prospectus, as well as any updates thereto contained in subsequent filings
with the SEC or any free writing prospectus, before deciding whether to purchase our securities in this offering. All of these risk factors
are incorporated herein in their entirety. The risks described below and incorporated by reference are material risks currently known,
expected or reasonably foreseeable by us. However, the risks described below and incorporated by reference are not the only ones that
we face. Additional risks not presently known to us or that we currently deem immaterial may also affect our business, operating results,
prospects or financial condition. If any of these risks actually materialize, our business, prospects, financial condition, and results
of operations could be seriously harmed. This could cause the trading price of our Common Stock to decline, resulting in a loss of all
or part of your investment.
Risks Related to this Offering
It is not possible to predict the actual
number of shares we will sell to Peak One under the Equity Purchase Agreement or issue to Peak One upon conversion of the First 2024 Debenture
or the Second 2024 Debenture.
Subject to certain limitations in the Equity Purchase
Agreement and compliance with applicable law, we have the discretion to deliver notices to Peak One at any time throughout the term of
the Equity Purchase Agreement. The actual number of shares that are sold to Peak One may depend on a number of factors, including the
market price of the Common Stock during the sales period. Actual gross proceeds may be less than the balance available of $9,276,340,
which may impact our future liquidity. Because the price per share of each share sold to Peak One will fluctuate during the sales period,
it is not currently possible to predict the number of shares that will be sold or the actual gross proceeds to be raised in connection
with those sales. In addition, the conversion price of the First 2024 Debenture and the Second 2024 Debenture is subject to adjustment
for certain security issuances by us deemed to be below the conversion price, subject to a floor price of $0.165 per share. Accordingly,
the number of shares of Common Stock issuable upon conversion of the First 2024 Debenture and the Second 2024 Debenture may change over
time.
Investors who buy shares at different times
will likely pay different prices.
Investors who purchase shares in this offering
at different times will likely pay different prices, and so may experience different levels of dilution and different outcomes in their
investment results. The Selling Stockholders may sell such shares at different times and at different prices. Investors may experience
a decline in the value of the shares they purchase from Peak One and Peak One Investments in this offering as a result of sales made by
us in future transactions to Peak One at prices lower than the prices they paid.
The issuance of Common Stock to Peak One
and Peak One Investments may cause substantial dilution to our existing stockholders and the sale of such shares acquired by Peak One
and Peak One Investments could cause the price of our Common Stock to decline.
We are registering for resale by Peak One and
Peak One Investments up to 6,266,818 shares of Common Stock, consisting of 80,000 First 2024 Commitment Shares, up to 262,500 First 2024
Warrant Shares, up to 2,290,909 First 2024 Debenture Shares, 80,000 Second 2024 Commitment Shares, up to 262,500 Second 2024 Warrant Shares,
up to 2,290,909 Second 2024 Debenture Shares and up to 1,000,000 shares of Common Stock that we may sell to Peak One under the Equity
Purchase Agreement if and when we elect to sell Common Stock to Peak One under the Equity Purchase Agreement, from time to time The number
of shares of our Common Stock ultimately offered for resale by Peak One and Peak One Investments under this prospectus is dependent upon
the number of shares sold pursuant to the Equity Purchase Agreement, the number of shares converted under the First 2024 Debenture, the
Second 2024 Debenture and the number of First 2024 Warrant Shares and Second 2024 Warrant Shares issued. Depending on a variety of factors,
including market liquidity of our Common Stock, the issuance of shares to Peak One and Peak One Investments may cause the trading price
of our Common Stock to decline.
Our management team may invest or spend
the proceeds it receives from the sale of the Common Stock to Peak One pursuant to the Equity Purchase Agreement in ways with which you
may not agree or in ways which may not yield a significant return.
Our management will have broad discretion over
the use of proceeds it receives from Peak One. We intend to use the net proceeds, if any, received from the sale of Common Stock to Peak
One pursuant to the Equity Purchase Agreement for working capital and general corporate purposes. Our management will have considerable
discretion in the application of the net proceeds, and you will not have the opportunity, as part of your investment decision, to assess
whether the proceeds are being used appropriately. The net proceeds may be used for corporate purposes that do not increase our operating
results or enhance the value of our Common Stock.
Our need for future financing may result
in the issuance of additional securities, which will cause investors to experience dilution.
Our cash requirements may vary from those now
planned. We expect our expenses to increase if and when we commence development of our properties. Accordingly, we will need to obtain
substantial additional funding in connection with our continuing operations. Other than pursuant to the 2024 Securities Purchase Agreement
and the Equity Purchase Agreement, there are no other commitments by any person for future financing. Our securities may be offered to
other investors at a price lower than the price per share offered to current stockholders, or upon terms which may be deemed more favorable
than those offered to current stockholders. In addition, the issuance of securities in any future financing may dilute an investor’s
equity ownership and have the effect of depressing the market price for our securities. Moreover, we may issue derivative securities,
including options and/or warrants, from time to time, to procure qualified personnel or for other business reasons. The issuance of any
such derivative securities, which is at the discretion of our board of directors, may further dilute the equity ownership of our stockholders.
We have additional securities available
for issuance, which, if issued, could adversely affect the rights of the holders of our Common Stock.
Our Amended and Restated Certificate of Incorporation,
as amended, authorizes the issuance of 50,000,000 shares of our Common Stock and 5,000,000 shares of preferred stock. We may from time-to-time
issue additional shares of Common Stock or preferred stock. In addition, as opportunities present themselves, we may enter into financing
or similar arrangements in the future, including the issuance of debt securities, Common Stock or preferred stock. Any future issuances
of Common Stock or securities convertible into Common Stock, would further dilute the percentage ownership of us held by holders of Common
Stock. In addition, the issuance of certain securities, may be used as an “anti-takeover” device without further action on
the part of our stockholders, and may adversely affect the holders of the Common Stock.
Future sales of our Common Stock could cause
the market price for our Common Stock to decline.
We cannot predict the effect, if any, that market
sales of shares of our Common Stock or the availability of shares of our Common Stock for sale will have on the market price of our Common
Stock prevailing from time to time. Sales of substantial amounts of shares of our Common Stock in the public market, or the perception
that those sales will occur, could cause the market price of our Common Stock to decline or be depressed.
The shares of Common Stock issued in connection
with this offering will be freely tradable without restriction or further registration under the Securities Act.
Because we will not declare cash dividends
on our Common Stock in the foreseeable future, stockholders must rely on appreciation of the value of our Common Stock for any return
on their investment.
We have never declared or paid cash dividends
on our Common Stock. We currently anticipate that we will retain future earnings for the development, operation and expansion of our business
and will not declare or pay any cash dividends in the foreseeable future. As a result, only appreciation of the price of our Common Stock,
if any, will provide a return to investors in this offering.
Our failure to
meet the continued listing requirements of the Nasdaq could result in a de-listing of our common stock.
Our shares of common
stock are listed for trading on the Nasdaq. If we fail to satisfy the continued listing requirements of the Nasdaq such as the corporate
governance requirements, the stockholder’s equity requirement or the minimum closing bid price requirement, Nasdaq may take steps
to de-list our common stock or warrants.
On April 16, 2024,
we received a letter from Nasdaq stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because
our stockholders’ equity of $1,887,777 as of December 31, 2023, as reported in our Annual Report on Form 10-K filed with
the SEC on April 1, 2024, was below the minimum requirement of $2,500,000. The notification received has no immediate effect on our
continued listing on the Nasdaq, subject to our compliance with the other continued listing requirements. Pursuant to Nasdaq’s Listing
Rules, we were given 45 calendar days (until May 31, 2024), to submit a plan to evidence compliance with the Rule (a “Compliance
Plan”). The Company submitted a Compliance Plan within the required time,
although there can be no assurance that the Compliance Plan will be accepted by Nasdaq. If the Compliance Plan is accepted by Nasdaq,
we will be granted an extension of up to 180 calendar days from April 16, 2024 to evidence compliance with the Rule. In the event
the Compliance Plan is not accepted by Nasdaq, or in the event the Compliance Plan is accepted but we fail to evidence compliance within
the extension period, we will have the right to a hearing before Nasdaq’s Hearing Panel. The hearing request would stay any suspension
or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the
panel following the hearing.
On April 25, 2024,
we received written notice from Nasdaq notifying us that for the preceding 30 consecutive business days (March 14, 2024 through April 24,
2024), our Common Stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share
as required by Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing or trading of the Common Stock and the
Common Stock will continue to trade on The Nasdaq Capital Market under the symbol “SGD.”
In accordance with Nasdaq
Listing Rule 5810(c)(3)(A), we have a compliance period of 180 calendar days, or until October 22, 2024, to regain compliance with
the Minimum Bid Price Requirement. Compliance may be achieved without
further action if the closing bid price of our Common Stock is at or above $1.00 for a minimum of ten consecutive business days at any
time during the 180-day compliance period, in which case Nasdaq will notify us if it determines we are in compliance and the matter
will be closed; however Nasdaq may require the closing bid price to equal or to exceed the $1.00 minimum bid price requirement for more
than 10 consecutive business days before determining that a company complies.
If, however, we do not
achieve compliance with the Minimum Bid Price Requirement by October 22, 2024, we may be eligible for additional time to comply.
In order to be eligible for such additional time, we will be required to meet the continued listing requirement for market value of publicly
held shares and all other initial listing standards for the Nasdaq, with the exception of the Minimum Bid Price Requirement, and must
notify Nasdaq in writing of our intention to cure the deficiency during the second compliance period.
We intend to actively
monitor the bid price of our Common Stock and will consider available options to regain compliance with the Nasdaq listing requirements,
including such actions as effecting a reverse stock split to maintain our Nasdaq listing.
If we cannot regain compliance with the Minimum
Bid Price Requirement or if we otherwise fail to meet any of Nasdaq's listing standards, our Common Stock will be subject to delisting.
If that were to occur, our Common Stock would be subject to rules that impose additional sales practice requirements on broker-dealers
who sell our securities. The additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from
effecting transactions in our Common Stock. This would adversely affect the ability of investors to trade our Common Stock and would adversely
affect the value of our Common Stock. Delisting from Nasdaq would cause us to pursue eligibility for trading of our Common Stock
on other markets or exchanges, or on an over-the-counter market. In such case, our stockholders’ ability to trade or obtain quotations
of the market value of our Common Stock would be severely limited because of lower trading volumes and transaction delays. These factors
could contribute to lower prices and larger spreads in the bid and ask prices of these securities. There can be no assurance that our
Common Stock, if delisted from the Nasdaq, would be listed on a national securities exchange, a national quotation service or the
over-the-counter markets. Delisting from the Nasdaq could also result in negative publicity, adversely affect the market liquidity
of our Common Stock, decrease securities analysts’ coverage of us or diminish investor, supplier and employee confidence. In addition,
our stock could become a “penny stock,” which would make trading of our Common Stock more difficult.
The delisting of our
Common Stock from Nasdaq may make it more difficult for us to raise capital on favorable terms in the future, or at all. Such
a delisting would likely have a negative effect on the price of our Common Stock and would impair your ability to sell or purchase our
Common Stock when you wish to do so. Further, if our Common Stock were to be delisted from Nasdaq, our Common Stock would cease
to be recognized as a covered security, and we would be subject to additional regulation in each state in which we offer our securities.
Moreover, there is no assurance that any actions that we take to restore our compliance with the Nasdaq Minimum Bid Price Requirement
would stabilize the market price or improve the liquidity of our Common Stock, prevent our Common Stock from falling below the Nasdaq minimum
bid price required for continued listing again or prevent future non-compliance with other applicable Nasdaq listing requirements,
including maintaining minimum levels of stockholders’ equity or market values of our Common Stock, our Common Stock could be delisted.
THE PEAK TRANSACTIONS
2024 Private Placement Offering of Common
Stock, Debentures and Warrants
On April 29, 2024, we entered into the 2024
Securities Purchase Agreement, which was amended on May 22, 2024, with Peak One pursuant to which we agreed to issue, in a private placement
offering (the “2024 Offering”) upon the satisfaction of certain conditions specified in the 2024 Securities Purchase Agreement,
the following securities in three tranches: (i) first tranche: an 8% convertible
debenture in the principal amount of $350,000 (the “First 2024 Debenture”), a warrant (the “First 2024 Warrant”)
to purchase up to 262,500 shares of our Common Stock and 80,000 of our restricted Common Stock as commitment shares (the “First
2024 Commitment Shares”), (ii) second tranche: an 8% convertible debenture in the principal amount of $350,000 (the “Second
2024 Debenture”), a warrant (the “Second 2024 Warrant”) to purchase up to 262,500 shares of our Common Stock and 80,000
of our restricted Common Stock as commitment shares (the “Second 2024 Commitment Shares”), and (iii) third tranche: an 8%
convertible debenture in the principal amount of $500,000 (the “Third 2024 Debenture”), a warrant (the “Third 2024 Warrant”)
to purchase up to 375,000 shares of our Common Stock and 100,000 of our restricted Common Stock as commitment shares (the “Third
2024 Commitment Shares”).
The First 2024 Debenture, the Second 2024 Debenture
and the Third 2024 Debenture are hereinafter together referred to as the “2024 Debentures.” The First 2024 Warrant, the Second
2024 Warrant and the Third 2024 Warrant are hereinafter together referred to as the “2024 Warrants.” The First 2024 Commitment
Shares, the Second 2024 Commitment Shares and the Third 2024 Commitment Shares are hereinafter together referred to as the “2024
Commitment Shares.”
The closing of the first tranche was consummated
on April 29, 2024 and we issued an 8% convertible debenture in principal amount of $350,000 to Peak One and a warrant to purchase
up to 262,500 shares of common stock to Peak One Investments. The First 2024 Debenture was sold to Peak One for a purchase price
of $315,000, representing an original issue discount of ten percent (10%). In connection with the closing of the first tranche, we paid
$10,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs and issued to
Peak One and Peak One Investments an aggregate total of 80,000 shares of our restricted Common Stock as commitment shares.
The First 2024 Debenture
matures twelve months from its date of issuance and bears interest at a rate of 8% per annum payable on the maturity date. The First 2024
Debenture is convertible, at the option of the holder, at any time, into such number of shares of Common Stock of the Company equal to
the principal amount of the First 2024 Debenture plus all accrued and unpaid interest at a conversion price equal to $0.70, subject to
adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection
provisions that are subject to a floor price of $0.165.
The First 2024 Debenture
is redeemable by us at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any.
While the First 2024 Debenture is outstanding, if we receive cash proceeds of more than $1,500,000.00 in the aggregate from any source
or series of related or unrelated sources, we shall, within two (2) business days of our receipt of such proceeds, inform the holder of
such receipt, following which the holder shall have the right in its sole discretion to require us to immediately apply up to 50% of all
proceeds received by us (from any source except with respect to proceeds from the issuance of equity or debt to our officers and directors)
after the Minimum Threshold is reached to repay the outstanding amounts owed under the First 2024 Debenture.
The First 2024 Debenture
contains customary events of default. If an event of default occurs, until it is cured, Peak One may increase the interest rate applicable
to the First 2024 Debenture to the lesser of eighteen percent (18%) per annum and the maximum interest rate allowable under applicable
law and accelerate the full indebtedness under the First 2024 Debenture, in an amount equal to 110% of the outstanding principal amount
and accrued and unpaid interest. Subject to limited exceptions set forth in the First 2024 Debenture, the First 2024 Debenture prohibits
us from entering into a Variable Rate Transaction (as defined in the First 2024 Debenture) or incurring any new indebtedness that is senior
to the First 2024 Debenture or secured by our assets until the First 2024 Debenture is paid in full.
The First 2024 Warrant
expires five years from its date of issuance. The First 2024 Warrant is exercisable, at the option of the holder, at any time, for up
to 262,500 of shares of Common Stock at an exercise price equal to $0.76, subject to adjustment for any stock splits, stock dividends,
recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as
set forth in the First 2024 Warrant. The First 2024 Warrant provides for cashless exercise under certain circumstances.
The closing of the second
tranche occurred on May 23, 2024 pursuant to which we sold to Peak One on the same terms and conditions (other than the conversion price
of $0.65 per share) the Second 2024 Debenture for a purchase price of $315,000, representing an original issue discount of (10%) and issued
to Peak One Investments on the same terms and conditions the Second 2024 Warrant (other than the exercise price of $0.60) to purchase
up to 262,500 shares of the Common Stock. In connection with the closing of the second tranche, the Company paid $10,000 as a non-accountable
fee to Peak One to cover its accounting fees, legal fees and other transactional costs and issued to Peak and Peak One Investments an
aggregate of 80,000 shares of our restricted Common Stock as commitment shares.
Under the 2024 Securities Purchase Agreement,
a closing of the third tranche may occur subject to the mutual written agreement
of Peak One and us and the satisfaction of the closing conditions set forth in the SPA at any time 20 days after the closing of the second
tranche (unless waived by Peak One), upon which we would issue and sell to Peak One the Third 2024 Debenture for a purchase price of $450,000,
representing an original issue discount of 10% and issue the Third 2024 Warrant to Peak One Investments. In connection with the closing
of the second tranche, the Company will pay $10,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and
other transactional costs and issue to Peak and Peak One Investments an aggregate of 100,000 shares of our restricted Common Stock as
commitment shares.
We entered into
a Registration Rights Agreement, dated April 29, 2024 which was amended on May 23, 2024 (the “2024 RRA”) with Peak One
where we agreed to file an initial registration statement on or prior to June 3, 2024 to register the maximum number of Registrable Securities
(as defined in the 2024 RRA) as shall be permitted to be included thereon in accordance with applicable SEC rules and to use our reasonable
best efforts to have the registration statement declared effective by the SEC within 90 calendar days from April 29, 2024. The registration
statement of which this prospectus forms a part is being filed to satisfy the obligations under the 2024 RRA.
The number of shares
of the Company’s Common Stock that may be issued pursuant to the 2024 Securities Purchase Agreement (including the 2024 Commitment
Shares), upon conversion of the 2024 Debentures, exercise of the 2024 Warrants, the issuance of Common Stock underlying the common stock
purchase warrants issued by the Company on February 15, 2024 and March 21, 2024 (the “Prior Warrants”), and the
issuance of an aggregate of 35,000 shares of Common Stock to Peak One and its designee in connection with the issuance of the Prior
Warrants, is subject to an exchange cap (the “Exchange Cap”) of 19.99% of the outstanding number of shares of the Corporation’s
common stock, of which at least 1,982,819 shares of Common Stock shall be allocated to the transactions contemplated by the 2024
Securities Purchase Agreement, unless stockholder approval to exceed the Exchange Cap is approved.
In all instances, we may not issue shares of our
Common Stock to the Selling Stockholders under the Equity Purchase Agreement and the 2024 Securities Purchase Agreement if it would result
in them beneficially owning more than 4.99% of our Common Stock, unless the holder delivers to us written notice at least sixty-one (61)
days prior to the effective date of such notice that the provision be adjusted to 9.99% (the “Beneficial Ownership Cap”).
Prior Peak One Transaction
- 2023 Private Placement
On November 30, 2023, we
entered into a Securities Purchase Agreement with Peak One (as amended, the “2023 Securities Purchase Agreement”) pursuant
to which we issued, in a private placement offering the following securities in three tranches: (i) first tranche: an 8% convertible debenture
in the principal amount of $700,000, a warrant to purchase up to 350,000 shares of our common stock and 100,000 of our restricted common
stock as commitment shares, (ii) second tranche: an 8% convertible debenture in the principal amount of $250,000, a warrant to purchase
up to 125,000 shares of our common stock and 35,000 of our restricted common stock as commitment shares, and (iii) third tranche: an 8%
convertible debenture in the principal amount of $250,000, a warrant to purchase up to 125,000 shares of our common stock and 35,000 of
our restricted common stock as commitment shares. To date the first and second debentures (including a portion of the accrued interest
thereon) were converted into1,528,411 shares of common stock and we issued 535,047 shares of our common stock in connection with
the exercise, in full, of the three warrants, on a cashless basis. To date, the outstanding accrued
interest on the second debenture and the outstanding principal and accrued interest on the third debenture is $157,889, in the aggregate.
Peak One Equity Line and Equity Purchase Agreement
On November 30, 2023, we entered into the Equity
Purchase Agreement and related registration rights agreement with Peak One (“EP Registration Rights Agreement”), pursuant
to which we have the right, but not the obligation, to direct Peak One to purchase up to $10,000,000 (“Maximum Commitment Amount”)
in shares of our Common Stock in multiple tranches upon satisfaction of certain terms and conditions contained in the Equity Purchase
Agreement and the EP Registration Rights Agreement, which includes but is not limited to filing a registration statement with the SEC
and registering the resale of any shares sold to Peak One. Further, under the Equity Purchase Agreement and subject to the Maximum Commitment
Amount, we have the right, but not the obligation, to submit a Put Notice (as defined in the Equity Purchase Agreement) from time to time
to Peak One (i) in a minimum amount not less than $25,000 and (ii) in a maximum amount up to the lesser of (a) $750,000 or (b) 200% of
the Average Daily Trading Value (as defined in the Equity Purchase Agreement).
In connection with the Equity Purchase Agreement,
we issued to Peak One Investments 100,000 commitment shares.
The obligation of Peak One to purchase shares
of our Common Stock under the Equity Purchase Agreement ends on the earlier of (i) the date on which Peak One shall have purchased Common
Stock pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount, (ii) thirty six (36) months after the date of
the Equity Purchase Agreement, (iii) written notice of termination by us or (iv) our bankruptcy or similar event (the “Commitment
Period”). We will control the timing and amount of any sales of our Common Stock to Peak One pursuant to the Equity Purchase Agreement.
During the Commitment Period, the purchase price
to be paid by Peak One for the Common Stock under the Equity Purchase Agreement will be 97% of the Market Price, which is defined as the
lesser of the (i) closing bid price of the Common Stock on its principal market on the trading day immediately preceding the respective
Put Date (as defined in the Equity Purchase Agreement), or (ii) lowest closing bid price of the Common Stock during the Valuation Period
(as defined in the Equity Purchase Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated
by Peak One. The actual amount of proceeds we receive pursuant to each Put Notice is to be determined by multiplying the amount requested
in the Put Notice by the applicable purchase price.
A registration statement covering the resale of up
to 450,000 shares of Common Stock issuable to Peak One in connection with the Equity Purchase Agreement was declared effective on December
27, 2023. A second registration statement covering the resale of up to 1,000,000 shares of Common Stock issuable to Peak One in connection
with the Equity Purchase Agreement was declared effective on April 18, 2024. To date, the company has sold approximately 886,000 shares
under the Equity Purchase Agreement for gross proceeds of approximately $723,660. Accordingly, we currently have the right, but not the
obligation, to direct Peak One to purchase up to $9,276,340 in shares of our Common Stock pursuant to the Equity Purchase Agreement.
The net proceeds from sales, if any, under the
Equity Purchase Agreement, will depend on the frequency and prices at which we sell shares to Peak One. To the extent we sell shares under
the Equity Purchase Agreement, we currently plan to use any proceeds therefrom for working capital and other general corporate purposes.
We have the right to terminate the Equity Purchase
Agreement at any time after commencement, other than under certain limited circumstances at no cost or penalty, upon written notice to
Peak One. Neither we nor Peak One may assign or transfer our rights and obligations under the Equity Purchase Agreement.
Effect of Performance of the Equity Purchase
Agreement on Our Stockholders
It is anticipated that shares registered in this
offering that are to be issued pursuant to the Equity Purchase Agreement will be sold over a period of up to 36-months that commenced
on November 30, 2023. The sale by the Selling Stockholders of a significant amount of shares registered in this offering at any given
time could cause the market price of our Common Stock to decline and to be highly volatile. Sales of our Common Stock to Peak One, if
any, will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Peak One all, some
or none of the shares of our Common Stock that may be available for us to sell pursuant to the Equity Purchase Agreement. If and when
we do sell shares to Peak One, after Peak One has acquired the shares, Peak One may resell all, some or none of those shares at any time
or from time to time in its discretion. Therefore, sales to Peak One by us under the Equity Purchase Agreement may result in substantial
dilution to the interests of other holders of our Common Stock. In addition, if we sell a substantial number of shares to Peak One under
the Equity Purchase Agreement, or if investors expect that we will do so, the actual sales of shares or the mere existence of our arrangement
with Peak One may make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that
we might otherwise wish to effect such sales. However, we have the right to control the timing and amount of any sales of our shares to
Peak One and the Equity Purchase Agreement may be terminated by us at any time at our discretion without any cost to us.
Pursuant to the terms of the Equity Purchase Agreement,
we currently have the right, but not the obligation, to direct Peak One to purchase up to $9,276,340 of our Common Stock. Depending on
the price per share at which we sell our Common Stock to Peak One pursuant to the Equity Purchase Agreement, we may need to sell to Peak
One under the Equity Purchase Agreement more shares of our Common Stock than are offered under this prospectus in order to receive aggregate
gross proceeds equal to the $9,276,340 total commitment available to us under the Equity Purchase Agreement. If we choose to do so and
assuming that the prior registration statements related to the resale of shares issued to Peak One pursuant to the Equity Purchase Agreement
have been fully utilized, we must first register for resale under the Securities Act such additional shares of our Common Stock, which
could cause additional substantial dilution to our stockholders. The number of shares ultimately offered for resale by Peak One under
this prospectus is dependent upon the number of shares we direct Peak One to purchase under the Equity Purchase Agreement.
The following table sets forth the amount of gross
proceeds we would receive from Peak One from the sale of 1,000,000 shares of Common Stock that we are registering hereby that we may issue
and sell to Peak One in the future under the Equity Purchase Agreement at varying purchase prices:
Assumed Average Purchase Price Per Share | | |
Number of Shares to be Issued if Full Purchase (1) | | |
Gross Proceeds from the Future Sale of Shares to Peak One Under the Equity Purchase Agreement (1) | |
$ | 0.55 | | |
| 1,000,000 | | |
$ | 550,000 | |
$ | 0.60 | (2) | |
| 1,000,000 | | |
$ | 600,000 | |
$ | 0.70 | | |
| 1,000,000 | | |
$ | 700,000 | |
$ | 0.80 | | |
| 1,000,000 | | |
$ | 800,000 | |
$ | 0.90 | | |
| 1,000,000 | | |
$ | 900,000 | |
$ | 1.00 | | |
| 1,000,000 | | |
$ | 1,000,000 | |
$ | 1.10 | | |
| 1,000,000 | | |
$ | 1,100,000 | |
| (1) | Although
the Equity Purchase Agreement provides that we may currently sell up to $9,276,340 of our Common Stock to Peak One, we are only registering
1,000,000 shares of our Common Stock issuable pursuant to the Equity Purchase Agreement for resale under the registration statement of
which this prospectus forms a part. Therefore, the 1,000,000 shares represent shares that we may issue and sell to Peak One for cash
consideration in purchases under the Equity Purchase Agreement from time to time, at our sole discretion, during the 36-month period
that commenced on November 30, 2023, which may or may not cover all the shares of our Common Stock we ultimately sell to Peak One under
the Equity Purchase Agreement, if any, depending on the purchase price per share. We have included in this column only the 1,000,000
shares that we may issue and sell to Peak One for cash consideration in purchases under the Equity Purchase Agreement that are being
registered for resale in the offering made by this prospectus, without regard for the Beneficial Ownership Cap. |
| (2) | The
closing sale price per share of our Common Stock on May 29, 2024. |
USE OF PROCEEDS
We will not receive any proceeds upon the sale of
the shares of Common Stock by the Selling Stockholders in this offering. We may receive up to $9,276,340 in gross proceeds if we issue
to Peak One shares issuable pursuant to the Equity Purchase Agreement. We may also receive proceeds if the First 2024 Warrant or the Second
2024 Warrant are exercised for cash; however, each of the First 2024 Warrant and the Second 2024 Warrant are exercisable on a cashless
basis at the option of Peak One Investments. See “Plan of Distribution” elsewhere in this prospectus for more information.
We currently intend to use any proceeds we receive
for working capital and other general corporate purposes. Accordingly, our management will have broad discretion in the application of
the net proceeds. We may use the proceeds for purposes that are not contemplated at the time of this offering.
SELLING STOCKHOLDERS
This prospectus covers the possible resale from
time to time by the Selling Stockholders identified in the table below, including their pledgees, donees, transferees, assigns or other
successors in interest, of up to an aggregate of 6,266,818 shares of our Common Stock, which includes: (i) up to 2,290,909 shares of Common
Stock to be issued to Peak One upon conversion of the First 2024 Debenture (including accrued interest); (ii) 80,000 First 2024 Commitment
Shares, of which 40,000 shares were issued to Peak One Investments and 40,000 shares were issued to Peak One in connection with the 2024
Securities Purchase Agreement; (iii) up to 262,500 shares of Common Stock to be issued to Peak One Investments upon exercise of the 2024
First Warrant; (iv) up to 2,290,909 shares of Common Stock to be issued to Peak One upon conversion of the Second 2024 Debenture (including
accrued interest); (v) 80,000 Second 2024 Commitment Shares, of which 40,000 shares were issued to Peak One Investments and 40,000 shares
were issued to Peak One in connection with the 2024 Securities Purchase Agreement; (vi) up to 262,500 shares of Common Stock to be issued
to Peak One Investments upon exercise of the 2024 Second Warrant; and (vii) 1,000,000 shares of Common Stock that we may sell to Peak
One, from time to time, after the date of this prospectus, in our sole discretion pursuant to the Equity Purchase Agreement. Peak One
Investments is the General Partner of Peak One, both of which are Delaware entities.
We are filing the registration statement of which
this prospectus forms a part pursuant to the provisions of the 2024 RRA and the EP Registration Rights Agreement, both of which we entered
into with Peak One, in which we agreed to provide certain registration rights with respect to resales by Peak One and Peak One Investments
of the shares of our Common Stock that have been or may be issued to Peak One and Peak One Investments under the 2024 Securities Purchase
Agreement and the Equity Purchase Agreement.
The Selling Stockholders identified in the table
below may from time to time offer and sell under this prospectus any or all of the shares of Common Stock described under the column “Number
of Shares of Common Stock Being Offered” in the table below. The table below has been prepared based upon information furnished
to us by the Selling Stockholders as of the dates represented in the footnotes accompanying the table. The Selling Stockholders identified
below may have sold, transferred or otherwise disposed of some or all of its shares since the date on which the information in the following
table is presented in transactions exempt from or not subject to the registration requirements of the Securities Act. Information concerning
the Selling Stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly and as
required.
The following table and footnote disclosure following
the table sets forth the name of the Selling Stockholders and the number of shares of our Common Stock beneficially owned by the Selling
Stockholders before this offering. The number of shares reflected are those beneficially owned, as determined under applicable rules of
the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under applicable SEC rules,
beneficial ownership includes any shares of Common Stock as to which a person has sole or shared voting power or investment power and
any shares of Common Stock which the person has the right to acquire within 60 days after June 6, 2024 through the exercise of any option,
warrant or right or through the conversion of any convertible security. Unless otherwise indicated in the footnotes to the table below
and subject to community property laws where applicable, we believe, based on information furnished to us that the each Selling Stockholder
named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.
Except for transactions related to the 2024 Securities
Purchase Agreement, the 2023 Securities Purchase Agreement and the Equity Purchase Agreement, the Selling Stockholders have not had any
material relationship with us within the past three years. In addition, SG Holdings entered into the following transactions with the Selling
Stockholders during the past three years: (i) a private placement offering consummated in February 2023 in which SG Holdings issued an
8% convertible debenture with a principal amount of $1,100,000 to Peak One, warrants to purchase up to 500,000 shares of its common stock
to Peak One Investments, and 50,000 commitment shares to Peak One Investments for a purchase price of $1,000,000, representing an
original issue discount of ten percent (10%) pursuant to a securities purchase agreement; (ii) in February 2023, SG Holdings entered
into an equity purchase agreement with Peak One; (iii) in connection with the Separation, Peak One Investments was issued shares
of our Common Stock by SG Holdings pursuant to the terms of the warrants issued by SG Holdings in February 2023; and (iv) closed the first
tranche of a private placement offering in January 2024 in which SG Holdings issued an 8% convertible debenture with a principal amount
of $650,000 to Peak One, warrants to purchase up to 375,000 shares of its common stock to Peak One Investments, and 300,000 commitment
shares to Peak One Investments for a purchase price of $585,000, representing an original issue discount of ten percent (10%) pursuant
to a securities purchase agreement.
We have assumed that all shares of Common Stock
reflected in the table as being offered in the offering covered by this prospectus will be sold from time to time in this offering. We
cannot provide an estimate as to the number of shares of Common Stock that will be held by the Selling Stockholders upon termination of
the offering covered by this prospectus because the Selling Stockholders may offer some, all or none of the shares of Common Stock being
offered in the offering. Information about the Selling Stockholders may change over time. Any changed information will be set forth in
an amendment to the registration statement or supplement to this prospectus, to the extent required by law.
For purposes of the table below, 16,036,636 shares of Common Stock
are outstanding as of June 6, 2024.
|
|
Shares of
Common Stock
Beneficially
Owned
Before this |
|
|
Maximum
Number of
Shares of
Common
Stock Being |
|
|
Shares of Common
Stock to Be
Beneficially Owned
Upon Completion of
this Offering(4) |
|
Selling Stockholders |
|
Offering
(2) (3) |
|
|
Offered |
|
|
Number |
|
|
Percentage |
|
Peak One Opportunity Fund L.P. and Peak One Investments, LLC(1) |
|
|
5,530,102 |
|
|
|
6,266,818 |
|
|
|
263,284 |
|
|
|
1.2 |
% |
(1) |
Jason Goldstein exercises voting and dispositive power with respect to the shares of our Common Stock that are beneficially owned by Peak One and Peak One Investments. |
|
|
(2) |
We may not sell shares of
our Common Stock to the Selling Stockholders under the Equity Purchase Agreement and the Securities Purchase Agreement if it would
result in them beneficially owning more than 4.99% of our Common Stock, unless the holder delivers to us written notice at least
sixty-one (61) days prior to the effective date of such notice that the provision be adjusted to 9.99%. The number of shares set
forth in the above table does not reflect the application of the Beneficial Ownership Cap or the Exchange Cap. |
|
|
(3) |
Consists of (i) 80,000 First 2024 Commitment Shares; (ii) 2,290,909 shares
of Common Stock issuable upon conversion of the First 2024 Debenture (including accrued interest); (iii) 262,500 shares of Common Stock
issuable upon exercise of the First 2024 Warrant; (iv) 80,000 Second 2024 Commitment Shares; (v) 2,290,909 shares of Common Stock issuable
upon conversion of the Second 2024 Debenture (including accrued interest); (vi) 262,500 shares of Common Stock issuable upon exercise
of the Second 2024 Warrant; (vii) 136 shares directly held; and (viii) 263,148 shares of Common Stock issuable upon the conversion
of outstanding convertible notes which were issued pursuant to the 2023 Securities Purchase Agreement (including accrued
interest and assuming a conversion price of $0.60 per share). In accordance with Rule
13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering, all of the shares
that Peak One may be required to purchase under the Equity Purchase Agreement, because the issuance of such shares is solely at our discretion
and is subject to conditions contained in the Equity Purchase Agreement, the satisfaction of which are entirely outside of Peak One’s
control, including the registration statement that includes this prospectus becoming and remaining effective. |
|
|
(4) |
Assumes that all shares of Common Stock being registered under the registration statement of which this prospectus forms a part are sold in this offering, and that the Selling Stockholders do not acquire additional shares of our Common Stock after the date of this prospectus and prior to completion of this offering. |
DESCRIPTION OF CAPITAL STOCK
The following briefly summarizes the material
terms of our capital stock that are contained in our amended and restated certificate of incorporation and amended and restated bylaws.
These summaries do not describe every aspect of these securities and documents and are subject to all the provisions of our amended and
restated certificate of incorporation or amended and restated bylaws and are qualified in their entirety by reference to these documents,
which you should read (along with the applicable provisions of Delaware law) for complete information on our capital stock. The amended
and restated certificate of incorporation and amended and restated bylaws are included as exhibits to our registration statement on Form
S-1, of which this prospectus forms a part. Since the terms of the DGCL are more detailed than the general information provided below,
you should read the actual provisions of the DGCL for complete information.
General
Our authorized capital stock consists of 50,000,000
shares of Common Stock, par value $0.001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.
As of June 6, 2024, 16,036,636 shares of our Common
Stock are issued and outstanding, and no shares of our preferred stock are issued and outstanding.
Common Stock
Holders of shares of our Common Stock are entitled
to one vote for each share held of record on all matters submitted to a vote of stockholders. Except as otherwise provided in our amended
and restated certificate of incorporation or as required by law, all matters to be voted on by our stockholders, other than matters relating
to the election and removal of directors and the amendment of our amended and restated bylaws, must be approved by a majority of the shares
present in person or by proxy at the meeting and entitled to vote on the subject matter. The holders of our Common Stock do not have cumulative
voting rights in the election of directors.
Holders of shares of our Common Stock will be
entitled to receive dividends when and if declared by our Board of Directors out of funds legally available therefor, subject to any statutory
or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any
outstanding preferred stock.
Upon our dissolution or liquidation, after payment
in full of all amounts required to be paid to creditors and subject to any rights of preferred stockholders, the holders of shares of
our Common Stock will be entitled to receive pro rata our remaining assets available for distribution.
Holders of shares of our Common Stock do not have
preemptive, subscription, redemption, or conversion rights. There are no redemption or sinking fund provisions applicable to the Common
Stock.
Preferred Stock
Our Board of Directors has the authority, without
action by our stockholders, to designate and issue up to 5,000,000 shares of preferred stock in one or more series or classes and to designate
the rights, preferences and privileges of each series or class, which may be greater than the rights of our Common Stock. There are no
shares of preferred stock designated or outstanding. It is not possible to state the actual effect of the issuance of any shares of preferred
stock upon the rights of holders of our Common Stock until our Board of Directors determines the specific rights of the holders of the
preferred stock. However, the effects might include:
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● |
restricting dividends on our Common Stock; |
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● |
diluting the voting power of our Common Stock; |
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impairing liquidation rights of our Common Stock; or |
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delaying or preventing a change in control of us without further action by our stockholders. |
The Board of Directors’ authority to issue
preferred stock without stockholder approval could make it more difficult for a third-party to acquire control of our company and could
discourage such attempt. We have no present plans to issue any shares of preferred stock.
Forum Selection
Our amended and restated certificate of incorporation
and amended and restated bylaws provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery
of the State of Delaware (or, in the event that the Court of Chancery does not have subject matter jurisdiction, the federal district
court of the State of Delaware) is the exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action
asserting a claim of breach of fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or our stockholders;
(iii) any action asserting a claim arising pursuant to the provisions of the Delaware General Corporation Law, our amended and restated
certificate of incorporation, our amended and restated bylaws or as to which the Delaware General Corporation Law confers jurisdiction
on the Court of Chancery of the State of Delaware; or (iv) any action asserting a claim against us or any director, officer or employee
of the Company that is governed by the internal affairs doctrine of the State of Delaware. Our amended and restated certificate of incorporation
and amended and restated bylaws also provide that the federal district courts of the United States of America is the exclusive forum for
the resolution of any complaint asserting a cause of action against under the Securities Act. Notwithstanding the foregoing, the exclusive
forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act. Nothing in our amended and
restated certificate of incorporation or amended and restated bylaws will preclude stockholders that assert claims under the Exchange
Act from bringing such claims in state or federal court, subject to applicable law.
Anti-Takeover Provisions
Our amended and restated certificate of incorporation
and our amended and restated bylaws contain provisions that may delay, defer, or discourage another party from acquiring control of us.
We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids.
These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our Board of Directors,
which we believe may result in an improvement of the terms of any such acquisition in favor of our stockholders. However, they will also
give our Board of Directors the power to discourage acquisitions that some stockholders may favor.
Section 203 of the DGCL. We are subject
to Section 203 of the DGCL. Subject to certain exceptions, Section 203 prevents a publicly held Delaware corporation from engaging in
a “business combination” with any “interested stockholder” for three years following the date that the person
became an interested stockholder, unless the interested stockholder attained such status with the approval of our Board of Directors or
unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things,
a merger or consolidation involving us and the “interested stockholder” and the sale of more than 10% of our assets. In general,
an “interested stockholder” is any entity or person beneficially owning 15% or more of our outstanding voting stock and any
entity or person affiliated with or controlling or controlled by such entity or person.
Blank Check Preferred Stock. Our
Board of Directors has the right to issue preferred stock in one or more series and to determine the designations, rights, preferences
of such preferred stock without stockholder approval. As a result, our Board of Directors could, without stockholder approval, authorize
the issuance of preferred stock with voting, dividend, redemption, liquidation, sinking fund, conversion and other rights that could proportionately
reduce, minimize or otherwise adversely affect the voting power and other rights of holders of the Company’s capital stock or that
could have the effect of delaying, deferring or preventing a change in control.
Classified Board of Directors. Our amended
and restated certificate of incorporation divides our Board of Directors into three classes serving three-year terms, with one class being
elected each year by a plurality of the votes cast by the stockholders entitled to vote on the election.
Removal of Directors. Our amended and restated
certificate of incorporation and our amended and restated bylaws provide that, (i) subject to the rights of holders of any series of preferred
stock or any limitation imposed by law, the Board of Directors or any individual director may be removed from office at any time with
cause by the affirmative vote of the holders of majority of the voting power of all the then-outstanding shares of capital stock of the
Company entitled to vote generally at an election of directors; and (ii) subject to the rights of holders of any series of preferred stock,
neither the Board of Directors nor any individual director may be removed without cause.
Board Vacancies. Our amended and restated
certificate of incorporation and our amended and restated bylaws, provide that any vacancy on our Board of Directors, including a vacancy
resulting from an enlargement of our Board of Directors, may be filled only by the affirmative vote of a majority of our directors then
in office, even though less than a quorum of the Board of Directors.
Stockholder Action by Written Consent.
Our amended and restated certificate of incorporation and our amended and restated bylaws prohibit stockholders from acting by written
consent. Accordingly, stockholder action must take place at an annual or a special meeting of the Company’s stockholders.
Special Meetings of Stockholders. Our amended
and restated bylaws also provide that, except as otherwise required by law, special meetings of the stockholders may only be called by
our Board of Directors, Chairman of the Board of Directors or our Chief Executive Officer.
Advance Notice Requirements for Stockholder
Proposals and Director Nominations. Stockholders wishing to nominate persons for election to our Board of Directors or to propose
any business to be considered by our stockholders at an annual meeting must comply with certain advance notice and other requirements
which are set forth in our amended and restated bylaws. Likewise, if our Board of Directors has determined that directors shall be elected
at a special meeting of stockholders, stockholders wishing to nominate persons for election to our Board of Directors at such special
meeting must comply with certain advance notice and other requirements which are set forth in our amended and restated bylaws.
Amendment of Certificate of Incorporation or
Bylaws. The DGCL provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required
to amend a corporation’s certificate of incorporation or bylaws, unless a corporation’s certificate of incorporation or bylaws,
as the case may be, requires a greater percentage. Our amended and restated bylaws may be amended or repealed by a majority vote of our
Board of Directors or by the affirmative vote of the holders of at least 66 2/3% of the votes which all our stockholders would be eligible
to cast in an election of directors.
Limitations on Liability and Indemnification
of Officers and Directors
As permitted by Delaware law, our amended and
restated certificate of incorporation includes provisions that eliminate the personal liability of our directors and officers for monetary
damages resulting from breaches of certain fiduciary duties as a director or officer, as applicable, except to the extent such an exemption
from liability thereof is not permitted under the DGCL. The effect of these provisions are to restrict our rights and the rights of our
stockholders in derivative suits to recover monetary damages against a director or officer for breach of fiduciary duties as a director
or officer, subject to certain exceptions in which case the director or officer would be personally liable. An officer may not be exculpated
for any action brought by or in the right of the corporation. A director may not be exculpated for improper distributions to stockholders.
Further, pursuant to Delaware law, a director or officer may not be exculpated for:
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● |
any breach of his duty of loyalty to us or our stockholders; |
|
● |
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; and |
|
● |
any transaction from which the director or officer derived an improper personal benefit. |
These limitations of liability will not apply
to liabilities arising under the federal or state securities laws and do not affect the availability of equitable remedies such as injunctive
relief or rescission.
In addition, our amended and restated bylaws provide
that we will indemnify our directors and executive officers to the fullest extent permitted by law, and may indemnify other officers,
employees and other agents. Our amended and restated bylaws also provide that we are obligated to advance expenses incurred by a director
or executive officer in advance of the final disposition of any action or proceeding. We entered into separate indemnification agreements
with our directors and executive officers that may, in some cases, be broader than the specific indemnification provisions contained under
Delaware law. These agreements, among other things, require us to indemnify our directors and officers for expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such directors or officers or on his or her
behalf in connection with any action or proceeding arising out of their services as one of our directors or officers, or any of our subsidiaries
or any other company or enterprise to which the person provides services at our request provided that such person follows the procedures
for determining entitlement to indemnification and advancement of expenses set forth in the indemnification agreement. We believe that
these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling us, we have been informed that, in the opinion
of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Dissenters’ Rights of Appraisal and Payment
Under the DGCL, with certain exceptions, our stockholders
will have appraisal rights in connection with a merger or consolidation of SG DevCo. Pursuant to the DGCL, stockholders who properly request
and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value
of their shares as determined by the Delaware Court of Chancery.
Stockholders’ Derivative Actions
Under the DGCL, any of our stockholders may bring
an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the
action is a holder of our shares at the time of the transaction to which the action relates or such stockholder’s stock thereafter
devolved by operation of law.
Transfer Agent and Registrar
Our transfer agent and registrar is Equiniti Trust
Company, LLC.
Listing
Our Common Stock is listed on the Nasdaq Capital
Market under the ticker symbol “SGD.”
PLAN OF DISTRIBUTION
The Selling Stockholders and any of their pledgees,
assignees and successors-in-interest may, from time to time, sell any or all of its securities covered hereby on the Nasdaq Capital Market
or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may
be at fixed or negotiated prices. The Selling Stockholders may use any one or more of the following methods when selling securities:
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● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
|
● |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
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an exchange distribution in accordance with the rules of the applicable exchange; |
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privately negotiated transactions; |
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settlement of short sales; |
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in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such securities at a stipulated price per security; |
|
● |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
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● |
a combination of any such methods of sale; or |
|
● |
any other method permitted pursuant to applicable law. |
The Selling Stockholders may also sell securities
under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders
may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders
(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except
as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2440; and in the case of a principal transaction, a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities
or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders
may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers
or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other
financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Stockholders and any broker-dealers
or agents that are involved in selling the securities are “underwriters” within the meaning of the Securities Act in connection
with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities
purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Stockholders have informed
us that they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
We are required to pay certain fees and expenses
incurred by us incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses,
claims, damages and liabilities, including liabilities under the Securities Act.
Pursuant to the 2024 RRA that we entered into
with respect to the 2024 Securities Purchase Agreement, we agreed to keep this prospectus effective until the Selling Stockholders (i)
do not own any First 2024 Warrant Shares, First 2024 Debenture Shares or First 2024 Commitment Shares or (ii) may sell all of the foregoing
without restriction pursuant to Rule 144 promulgated under the Securities Act. Pursuant to the EP Registration Rights Agreement that we
entered into with respect to the Equity Purchase Agreement we agreed to keep this prospectus effective until the earlier of (i) the date
as of which the Selling Stockholders may sell all of the EP Commitment Shares and shares of Common Stock that have been or may be issued
to them under such agreement without restriction pursuant to Rule 144 promulgated under the Securities Act and (ii) the date on which
the Selling Stockholders shall have sold all such securities. In addition, in certain states, the resale securities covered hereby may
not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
Pursuant to applicable rules and regulations under
the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities
with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.
In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other
person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy
of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
EXPERTS
Whitley Penn LLP, our prior independent registered
public accounting firm, has audited our financial statements for the year ended December 31, 2022, as set forth in their report, which
is incorporated by reference in this prospectus and elsewhere in this registration statement. Such financial statements are incorporated
by reference in reliance on Whitley Penn LLP’s report, given on their authority as experts in accounting and auditing. M&K CPAS
PLLC (“M&K”), our current independent registered public accounting firm, has audited our financial statements for the
year ended December 31, 2023, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in this
registration statement. Such financial statements are incorporated by reference in reliance on M&K’s report, given on their
authority as experts in accounting and auditing.
LEGAL MATTERS
Blank Rome LLP, New York, New York, is acting
as counsel in connection with the registration of our securities under the Securities Act, and as such, will pass upon the validity of
the securities offered hereby.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement
on Form S-1 under the Securities Act with respect to the securities offered hereby. This prospectus, which constitutes a part of the registration
statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed with the
registration statement. For further information about us and the securities offered hereby, we refer you to the registration statement
and the exhibits filed with the registration statement. Statements contained in this prospectus regarding the contents of any contract
or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement
is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration
statement. The SEC also maintains an internet website that contains reports, proxy statements and other information about registrants,
like us, that file electronically with the SEC. The address of that website is www.sec.gov.
We are required to file periodic reports, proxy
statements, and other information with the SEC pursuant to the Exchange Act. These reports, proxy statements, and other information will
be available on the website of the SEC referred to above.
We also maintain a website at www.sgdevco.com,
through which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with,
or furnished to, the SEC. Information contained on or accessed through our website is not a part of this prospectus and the inclusion
of our website address in this prospectus is an inactive textual reference only.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
information from other documents that we file with it, which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus
supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus.
We incorporate by reference into this prospectus
and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the
SEC (Commission File No. 001-41581):
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 1, 2024; |
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 filed with the SEC on May 15, 2024; |
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Our definitive proxy statement on Schedule 14A, filed with the SEC on February 6, 2024; |
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Our definitive proxy statement on Schedule 14A, filed with the SEC on May 31, 2024; |
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Our Current Reports on Form
8-K filed with the SEC on February 6, 2024 (other than information furnished under Item 7.01 and exhibits related thereto); February
13, 2024 (other than information furnished under Item 7.01 and exhibits related thereto); February
22, 2024; March 4,
2024; March 11, 2024;
and March 25, 2024, April
9, 2024, April 19,
2024, April 26, 2024, May
1, 2024, May 3, 2024; May
13, 2024; May 20, 2024, May
24, 2024 and June 10, 2024; and |
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● |
The description of the Common Stock contained in the Registrant’s Registration Statement on Form 10 initially publicly filed with the Commission on December 23, 2022, as updated by the description of our Common Stock filed as Exhibit 4.5 to our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024, including any amendments or reports filed for the purpose of updating such description. |
We also incorporate by reference any future filings
(other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such
items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act, including those made (i) on or after the date of the initial filing of the registration statement of which this prospectus
forms a part and prior to effectiveness of such registration statement, and (ii) on or after the date of this prospectus but prior to
the termination of the offering (i.e., until the earlier of the date on which all of the securities registered hereunder have been sold
or the registration statement of which this prospectus forms a part has been withdrawn). Information in such future filings updates and
supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify
and supersede any information in any document we previously filed with the SEC that is incorporated or deemed to be incorporated herein
by reference to the extent that statements in the later filed document modify or replace such earlier statements.
We will furnish without charge to each person,
including any beneficial owner, to whom a prospectus is delivered, upon written or oral request, a copy of any or all of the documents
incorporated by reference into this prospectus but not delivered with the prospectus, including exhibits that are specifically incorporated
by reference into such documents. You should direct any requests for documents to:
Safe and Green Development Corporation
100 Biscayne Blvd
Suite 1201
Miami, FL
Telephone (904) 496-0027
Attention: Corporate Secretary
You may also access these documents, free of charge,
on the SEC’s website at www.sec.gov or on our website at www.sgdevco.com. The information contained
in, or that can be accessed through, our website is not incorporated by reference in, and is not part of, this prospectus or any accompanying
prospectus supplement.
In accordance with Rule 412 of the Securities
Act, any statement contained in a document incorporated by reference herein shall be deemed modified or superseded to the extent that
a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
You should rely only on information contained
in, or incorporated by reference into, this prospectus and any prospectus supplement. We have not authorized anyone to provide you with
information different from that contained in this prospectus or incorporated by reference into this prospectus. We are not making offers
to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such an offer or solicitation.
SAFE AND GREEN DEVELOPMENT CORPORATION
6,266,818 Shares of Common Stock
PROSPECTUS
June 13, 2024
Safe and Green Development (NASDAQ:SGD)
Historical Stock Chart
From Sep 2024 to Oct 2024
Safe and Green Development (NASDAQ:SGD)
Historical Stock Chart
From Oct 2023 to Oct 2024