Safe & Green Development Corporation, in a letter to the SEC dated September 20, 2024, responded to the Commission's concerns regarding its Registration Statement on Form S-1, initially filed on August 30, 2024. The SEC had questioned whether the offering should be classified as a secondary offering under Securities Act Rule 415(a)(1)(i), given the size of the transaction and the short duration the selling stockholders held the shares. The company amended the Registration Statement to reduce the number of shares for resale and provided a detailed legal analysis to support its position that the offering is a valid secondary offering. The analysis included the length of time the selling stockholders held the securities, the circumstances of their receipt, their relationship with the company...Show More

Safe & Green Development Corporation, in a letter to the SEC dated September 20, 2024, responded to the Commission's concerns regarding its Registration Statement on Form S-1, initially filed on August 30, 2024. The SEC had questioned whether the offering should be classified as a secondary offering under Securities Act Rule 415(a)(1)(i), given the size of the transaction and the short duration the selling stockholders held the shares. The company amended the Registration Statement to reduce the number of shares for resale and provided a detailed legal analysis to support its position that the offering is a valid secondary offering. The analysis included the length of time the selling stockholders held the securities, the circumstances of their receipt, their relationship with the company, the amount of shares involved, and the absence of underwriting activities. The company argued that the selling stockholders are not acting as conduits for the issuer and are bearing the full economic risk of ownership. The letter also noted the filing of an amendment to the Purchase Agreement as Exhibit 10.67, as requested by the SEC.