Safe & Green Development：2024年度报告

to Stockholders Safe and Green Development Corporation UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K ցANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR Commission file number: 001-41581 SAFE AND GREEN DEVELOPMENT CORPORATION(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesտNoց Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesտNoց Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. YesցNoտ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles). YesցNoտ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large accelerated filerտNon-accelerated filerց If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.տ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.տ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.տ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).տ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesտNoց The aggregate market value of the common stock held by non-affiliates of Safe and Green Development Corporation based on the closing price of theshares of common stock on the Nasdaq Capital Market on June 30, 2024 was approximately $3,503,309. Shares of the registrant’s common stock held by each executive officer, director and holder of 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to beaffiliates. This calculation does not reflect a determination that certain persons are affiliates of the registrant for any other purpose. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PagePART I1Item 1.Business1Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments29Item 1C.Cybersecurity29Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30PART II31Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities31Item 6.Reserved31Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.31Item 7A.Quantitative and Qualitative Disclosures About Market Risk42Item 8.Financial Statements and Supplementary Data42Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.42Item 9A.Controls and Procedures42Item 9B.Other Information43Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections43PART III44Item 10.Directors, Executive Officers and Corporate Governance44Item 11.Executive Compensation49Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters56Item 13.Certain Relationships and Related Transactions, and Director Independence57Item 14.Principal Accountant Fees and Services61PART IV62Item 15.Exhibit and Financial Statement Schedules62Item 16.Form 10-K Summary62SIGNATURES72i FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the “Annual Report”) contains “forward-looking statements” that involve risks and un