MIAMI, Oct. 4, 2024
/PRNewswire/ -- Safe and Green Development Corporation
"SG DevCo" (NASDAQ: SGD), a leading real estate and technology
development company, today announced that it will effect a 1-for-20
reverse stock split ("reverse split") of its common stock, par
value $0.001 per share ("Common
Stock"), that will become effective at 12:01
a.m. Eastern Time on October 8,
2024. The Company's Common Stock will continue to trade on
the Nasdaq Capital Market ("Nasdaq") under the symbol "SGD" and
will begin trading on a split-adjusted basis when the Nasdaq opens
on October 8, 2024 ("Effective
Time"). The new CUSIP number for the Common Stock following the
reverse split will be 78637J204.
At the Company's annual meeting of stockholders held
on July 2, 2024, the Company's stockholders granted the
Company's Board of Directors the discretion to effect a reverse
split of the Company's Common Stock at a ratio of not less than
1-for-2 and not more than 1-for-20, with such ratio to be
determined by the Company's Board of Directors. Subsequently, the
final split ratio of 1-for-20 was approved by the Company's Board
of Directors, with such reverse split to be effective as of
October 8, 2024.
As a result of the reverse split, every 20 shares of the
Company's Common Stock issued and outstanding will be automatically
combined into one share of Common Stock, with no change in the
$0.001 par value per share. The
1-for-20 reverse split will proportionally reduce the number
of outstanding shares of Company Common Stock from approximately
19 million shares to approximately 0.95 million shares
(subject to rounding of fractional shares, which will be paid in
cash). The reverse split will affect all stockholders uniformly and
will not affect any stockholder's ownership percentage of the
Company's shares which will remain unchanged other than as a result
of fractional shares. Proportional adjustments will be made to the
number of shares of SG DevCo's Common Stock issuable upon exercise
or conversion of the Company's outstanding equity awards,
debentures and warrants, as well as the applicable conversion price
and exercise price. There will be no change to the total number of
authorized shares of Company Common Stock as set forth in the
Amended and Restated Certificate of Incorporation of the
Company.
The Company's transfer agent, Equiniti Trust Company, LLC, which
is also acting as the exchange agent for the reverse split, will
send instructions to stockholders of record regarding the exchange
of their shares. Stockholders who hold their shares in
brokerage accounts or "street name" are not required to take any
action to effect the exchange of their shares.
The reverse split is intended to bring the Company into
compliance with the minimum bid price requirement for maintaining
the listing of its Common Stock on the Nasdaq Capital Market, and
to make the bid price more attractive to a broader group of
institutional and retail investors. The Nasdaq Capital Market
requires, among other things, that a listed company's common stock
maintain a minimum bid price of at least $1.00 per share.
Any person who would otherwise be entitled to a fractional share
of Common Stock as a result of the reclassification and combination
following the Effective Time (after taking into account all
fractional shares of Common Stock otherwise issuable to such
holder) shall be entitled to receive a cash payment equal to the
number of shares of the Common Stock held by such stockholder
before the reverse split that would otherwise have been exchanged
for such fractional share interest multiplied by the average
closing sales price of the Common Stock as reported on the Nasdaq
for the ten days preceding the Effective Time.
About Safe and Green Development Corporation
Safe and Green Development Corporation is a real estate
development company. Formed in 2021, it focuses on the development
of sites using purpose-built, prefabricated modules built from both
wood and steel. The thesis of development is to build strong,
innovative and green, single or multifamily projects across all
income and asset classes. Additionally, a majority owned subsidiary
of SG DevCo, Majestic World Holdings LLC, is a prop-tech
company that has created a real estate AI Platform. The Platform
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. MyVONIA
Innovations LLC, a wholly own subsidiary, is the owner of MyVONIA
which is an AI-powered personal assistant designed to help simplify
daily tasks and improve productivity for individuals and
businesses. MyVONIA aims to assist with managing both personal and
professional tasks.
Forward-Looking Statements
This press release may contain forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements. In some
cases, forward-looking statements can be identified by terminology
such as "may," "should," "potential," "continue," "expects,"
"anticipates," "intends," "plans," "believes," "estimates," and
similar expressions, and include, among others, statements
regarding the expected trading of the Company's Common Stock on a
reverse split-adjusted basis on October 8,
2024, the reverse split allowing the Company to regain
compliance with Nasdaq's minimum bid price requirement, and the
Company's acquisition of, and investment in, properties nationally
that will be developed in the future into green single or
multi-family projects.
These forward-looking statements are based on certain
assumptions and analyses made by the Company in light of its
experience and its perception of historical trends, current
conditions, and expected future developments, as well as other
factors the Company believes are appropriate in the circumstances.
Important factors that could cause actual results to differ
materially from current expectations include, among others, the
Company's ability to effect the reverse split on October 8, 2024 and derive the anticipated
benefits from the reverse split, the Company's ability to regain
and maintain compliance with the Nasdaq's minimum bid price; the
Company's ability to complete joint venture projects as planned;
the Company's ability to create 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 Company's ability to obtain the capital
necessary to fund its activities; the Company's ability to monetize
its real estate holdings, and other factors discussed in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2023, and its subsequent
filings with the Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. All
forward-looking statements are qualified in their entirety by this
cautionary statement, and the Company undertakes no obligation to
revise or update this press release to reflect events or
circumstances after the date hereof.
For investor relations and media inquiries, please contact:
Barwicki Investor Relations
Andrew@Barwicki.com
516-662-9461
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SOURCE Safe and Green Development Corporation
