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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Safe and Green Development Corporation (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
78637J204 (CUSIP Number) |
07/29/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. | 78637J204 |
| 1 | Names of Reporting Persons
Strategic EP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,049,616.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
22.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Safe and Green Development Corporation | |
| (b) | Address of issuer's principal executive offices:
100 Biscayne Blvd., #1201, Miami, FL 33132 | |
| Item 2. | ||
| (a) | Name of person filing:
Strategic EP, LLC | |
| (b) | Address or principal business office or, if none, residence:
1050 Crown Pointe Parkway, Suite 500, Atlanta, GA 30338 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Common Stock, $0.001 par value per share | |
| (e) | CUSIP No.:
78637J204 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The reported amount includes (i) 154,846 shares of Common Stock directly held by the Reporting Person; (ii) 253,454 shares of Common Stock issuable upon exercise of warrants; and (iii) 641,316 shares of Common Stock underlying $577,183.77 aggregate principal amount of convertible debentures of the Issuer held by the Reporting Person, which debentures are convertible into shares of Common Stock at a price per share equal to 92.5% of the lowest 10-day VWAP with a floor of $0.90.
Does not include 112,897 shares of Common Stock issuable upon exercise of pre-funded warrants and 267,744 shares of Common Stock issuable upon exercise of warrants. These pre-funded warrants and warrants contain a provision, which precludes the exercise of the pre-funded warrants and warrants to the extent that, following exercise, the Reporting Person would own more than 4.99% (or, at the election of the holder, 9.99%) of the Common Stock outstanding.
The reported amount includes the Reporting Person's beneficial ownership as of July 29, 2025, the date of event which triggered the obligation to file this Schedule 13G. Subsequent to July 29, 2025, the Reporting Person exercised 85,777 warrants and has disposed of the 85,777 shares of Common Stock received upon exercising the warrants. | |
| (b) | Percent of class:
22.5% The percentage is based on 3,758,665 shares of Common Stock outstanding as of August 14, 2025, as reported by the Issuer in its Form 10-Q filed with the SEC on August 15, 2025, plus 641,316 shares of Common Stock underlying the convertible debentures and 253,454 shares of Common Stock underlying the warrants. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1,049,616 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1,049,616 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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