What changed in this filing

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Item 1. Business

2023-03-31 compared with 2022-04-18 · 221 added, 122 removed, 119 unchanged (74% of the section changed)

History and Company Overview

Company Overview

We operate in the following four segments:

(i) construction;

(ii) medical;

(ii) real estate development;

and (iv) environmental.

The construction segment designs and constructs modular structures built in our factories using raw materials that are Made-in-America.

In the medical segment we use our modular technology to offer turnkey solutions to medical testing and treatment and generating revenue from medical testing.

Our real estate development segment builds innovative and green single or multifamily projects in underserved regions nationally using modules built in one of our vertically integrated factories.

The environmental segment, the newest segment, is a sustainable medical and waste management solution that has a patented technology to collect waste and treat waste for safe disposal.

We are a provider of modular facilities (“Modules”).

We currently provide Modules made out of both code-engineered cargo shipping containers and wood for use as both permanent or temporary structures for residential housing use and commercial use, including for health care facilities.

Prior to the COVID-19 pandemic, the Modules we supplied were primarily for retail, restaurant and military use and were manufactured by third party suppliers using our proprietary technology and design and engineering expertise, which modifies code-engineered cargo shipping containers and purpose-built modules for use for safe and sustainable commercial, industrial and residential building.

With our acquisition in September 2020 of Echo DCL, LLC (“Echo”), one of our key supply chain providers, we now have more control over the manufacturing process and have increased our product offerings to add Modules made out of wood.

Since our acquisition in September 2020 of Echo DCL, LLC (“Echo”), one of our key supply chain providers, we now have more control over the manufacturing process and have increased our product offerings to add Modules made out of wood.

In March 2020, in response to the COVID-19 pandemic we began increasing our focus on providing our Modules as health care facilities for deployable medical response solutions.

Our partnership with Clarity Lab Solutions, LLC (“Clarity Labs”) in Boca Raton, Florida, a CLIA-certified laboratory, has allowed us to provide laboratory testing in our Modules.

During 2021, we also began to focus on acquiring property to build multi-family housing communities that allows us to utilize the manufacturing services of Echo.

Prior to October 2019, our business model was solely a project-based construction model pursuant to which we were responsible for the design and construction of finished products that incorporated our technology primarily to customers in the retail, restaurant, military and education industries throughout the United States.

In February 2023, we entered into an agreement with The Peoples Health Care, in Glendale, California, working in conjunction with Teamsters Local 848, to deliver four Modules to provide medical services to union members.

During 2021, through our subsidiary, Safe and Green Development Corporation.

(“SG DevCorp”) we also began to focus on acquiring property to build multi-family housing communities that allows us to utilize the manufacturing services of SG Echo.

Our newest subsidiary, SG Environmental Solutions Corp.

(“SG Environmental”), formed in Delaware is focused on biomedical waste removal and will utilize a patented technology that it licenses to shred and disinfect biomedical waste, rendering the waste disinfected, unrecognizable, and of no greater risk to the public health than residential household waste

Prior to October 2019, our business model was solely a project-based construction model pursuant to which we were responsible for the design and construction of finished products that incorporated our Modules primarily to customers in the retail, restaurant, military and education industries throughout the United States.

In October 2019, we changed our business model for our residential building construction to a royalty fee model and entered into a five-year exclusive license with CPF GP 2019-1 LLC (“CPF”) under which CPF licensed on an exclusive basis our proprietary technology and intellectual property to develop and commercialize products in the United States (and its territories) for residential use, including, without limitation, single-family residences and multi-family residences, but excluding military housing.

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Prior to the COVID-19 pandemic, our core customer base was comprised of architects, landowners, builders and developers who use our Modules in commercial and residential structures.

Our cargo modified Modules allow for the redesign, repurpose and conversion of heavy-gauge steel cargo shipping containers into SGBlocks™, which are safe green building blocks for commercial, industrial, and residential building construction, rather than consuming new steel and lumber.

Our technology and expertise is also used to purpose-build modules, or prefabricated steel modular units customized for use in modular construction (“SGPBMs” and, together with SGBlocks™, “Modules”), primarily to augment or complement an SGBlocks™ structure.

In March 2020, we began increasing our focus on providing our Modules as health care facilities for deployable medical response solutions.

In May, we entered into a joint development agreement with Grimshaw Design to assist with the deployment of our D-Tec suite of prefabricated health facilities for on-site immediate COVID-19 testing.

In September 2020, we entered the U.S.

test lab market by forming a joint venture with Clarity Labs , a manufacturer and market leader of rapid diagnostic tests, to launch CLIA-certified laboratories.

Our joint venture with Clarity Labs has allowed us to not only supply our D-Tec suite of prefabricated health facilities but also allows us to provide testing services at such facilities.

We have supplied our building modular coronavirus testing centers and provide testing services for Los Angeles International Airport (LAX), Memorial in Wayne County, Michigan and have been selected as a Trusted Testing Partner (TTP) for Hawaii’s COVID-19 travel testing program.

In September 2020, we acquired substantially all the assets of Echo, a Texas limited liability company, except for Echo's real estate holdings for which we obtained a right of first refusal.

Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of our key supply chain partners.

Echo catered to the military, education, administration facilities, healthcare, government, commercial and residential customers.

This acquisition has allowed us to expand our reach for our Modules and has offered us an opportunity to vertically integrate a large portion of our cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery.

2021 Real Estate Developments

During February 2021, we formed SGB Development Corp.

(“SG DevCorp”), our wholly owned subsidiary, which was formed for the purpose of real property development utilizing our technologies and our manufacturing facility.

On May 10, 2021, we acquired a 50+ acre site in Lago Vista, Texas for $3,500,000, paid in cash, pursuant to the Unimproved Property Contract, dated February 25, 2021, with Northport Harbor LLC.

The acquired parcel sits on Lake Travis on the Colorado River in central Texas and subsequent to the year ending December 31, 2021, the property is listed for sale.

On May 31, 2021, SG DevCorp, acquired a 50% membership interest for $600,000 in a limited liability company that is building affordable housing in the Atlanta, Georgia metropolitan area to be known as “Norman Berry Village”.

SGB DevCorp has partnered with CMC Development Group, a New York City-based real estate development firm with national expertise providing design build services.

We expect the project to develop 125,000 square feet and build approximately 138 units at Norman Berry Village.

On June 24, 2021, SG DevCorp, as member, entered into an Operating Agreement, with Jacoby Development, Inc., a Georgia corporation (“JDI”), as manager, dated June 24, 2021 (the “Operating Agreement”), for JDI-Cumberland Inlet, LLC, a Georgia limited liability company (“JDI-Cumberland”), pursuant to which we acquired a 10% non-dilutable equity interest (“LLC Interest”) in JDI-Cumberland and agreed to contribute $3,000,000 in capital to it for the development of a 1,286 acre waterfront parcel in downtown historic St.

Marys, Georgia (the “Project”).

SG DevCorp in conjunction with Jacoby Development of Atlanta, Georgia expects to develop a mixed-use destination community.

The closing on the 1,286-acre waterfront parcel occurred prior to the end of Q2 2021.

The Operating Agreement provides JDI with the right, at its option, to purchase the LLC Interest from SG DevCorp on or before June 24, 2023 for $3,000,000, plus an amount equal to an annual internal rate of return (IRR) on such funds of forty (40%) percent (i.e., $1,200,000 annualized).

After June 24, 2023, the Operating Agreement provides JDI with the right, at its option, to purchase the LLC Interest from SG DevCorp for $3,000,000, plus an amount equal to an IRR of thirty-two and one-half (32.5%) percent (i.e., $975,000 annualized).

The Operating Agreement also provides that if JDI receives a good faith, bona fide written offer from an unaffiliated third party to purchase all or any portion of the Project, JDI shall first offer the Project to SG DevCorp at the same price Echo, entered into a Fabrication and Building Services Agreement (“Building Services Agreement”) with JDI-Cumberland to design, fabricate and install various improvements for the Project using modular structures, pursuant to budgets prepared by SG Echo submitted for approval to JDI-Cumberland, including a marina, town center, apartments and single family units, townhomes, commercial, retail and lodging buildings/structures, eco-tourism park, camping yurts, cabins and cottages.

The Building Services Agreement has an initial term of three years, with two-year automatic renewal provisions.

On July 14, 2021, SG DevCorp issued a Real Estate Lien Note, dated July 14, 2021, in the principal amount of $2,000,000 (the “Note”), secured by a Deed of Trust, dated July 14, 2021, on its 50+ acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021, for net loan proceeds of $1,958,233 after fees.

The Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date.

If the Note is prepaid prior to nine (9) months after its issuance date, a 0.5% prepayment penalty is due.

SG DevCorp intends to use the proceeds of the Note for its development project.

On October 28, 2021, SG Echo entered into a Lease Agreement (the “Lease”) with May Properties, LLC, to lease an approximately 56,775 square foot facility located at 101 Waldron Road in Durant Oklahoma (the “Premises”).

The date on which SG Echo will become responsible for paying rent under the Lease (the “Lease Commencement Date”) will be the earlier of (i) the date SG Echo begins to operate its business on the Premises or (ii) ninety (90) days after October 28, 2021.

The initial term of the Lease will commence on the Lease Commencement Date and expire one hundred and twenty (120) months after the Lease Commencement Date, with two five-year options to renew.

SG Echo’s monthly base rent for the Premises will start at $15,991.63 commencing on the Lease Commencement Date and will increase at the rate of two percent (2%) on an annual basis up to a maximum monthly base rent of $19,111.47.

The leased Premises is expected to add two new production lines for Echo to manufacture projects for our subsidiary, SG DevCorp and others customers.

Upon Echo completing certain improvements to the Premises, it will receive a credit against future rent, not to exceed $750,000, for the cost and expense of the improvements to be applied pro rata over the remaining term of the Lease.

The Lease also grants Echo an option to purchase the Premises for (i) $1,000,000 after the fifteenth (15th) through the end of the twenty-fourth (24th) full calendar month of the Lease or (ii) $1,050,000 during the twenty-fifth (25th) through the end of the thirty-sixth (36th) full calendar month of the Lease.

Pursuant to a Guaranty Agreement, dated October 28, 2021, Echo’s obligations under the Lease have been guaranteed by the Company.

In connection with the Lease, Echo entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $750,000 to be used for improvements on the Premises and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $750,000 (the “Durant Note”).

The Durant Note is due on April 29, 2029 and guaranteed by us, provided, if no event of default has occurred under the Durant Note or Loan Agreement, one-third (1/3) of the balance of the Durant Note will be forgiven on April 29, 2027, one-half (1/2) of the balance of the Durant Note will be forgiven on April 29, 2028, and the remainder of the balance of the Durant Note will be forgiven on April 29, 2029.

The Loan Agreement includes a covenant by Echo to employ a minimum of 75 full-time employees in Durant Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG Echo 24 months to comply with the provisions.

On November 10, 2021 we entered into a Purchase Agreement ("Purchase Agreement) with the Durant Industrial Authority to acquire 100% ownership of approximately 114 mixed-use acres in Durant, Oklahoma for $865,000.

We anticipate building approximately 300 residential units and up to 680,000 square feet of industrial manufacturing space on the mixed-use property.

The closing on the 114 mixed-use acres occurred in the first quarter of 2022.

Terminated License Agreement with CPF GP 2019-1 LLC

Our cargo modified Modules allow for the redesign, repurpose and conversion of heavy-gauge steel cargo shipping containers into Safe & Green™, which are safe green building blocks for commercial, industrial, and residential building construction, rather than consuming new steel and lumber.

Our technology and expertise is also used to purpose-build modules, or prefabricated steel modular units customized for use in modular construction (“SGPBMs” and, together with Safe & Green™, “Modules”), primarily to augment or complement an Safe & Green™ structure.

On June 15, 2021, we terminated that certain Exclusive License Agreement, dated as of October 3, 2019 (the “License Agreement”), with CPF, pursuant to which we had granted CPF an exclusive license solely within the United States and its legal territories to our technology, intellectual property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military.

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Galvin under the Galvin Note shall be paid directly to, and for the benefit of, our Company.

Joint Development Agreem ent with Grimshaw

On May 27, 2020, we entered into a Joint Development Agreement with Grimshaw Design, LLC ("Grimshaw").

Grimshaw is engaged in architecture, planning and industrial design.

Our joint agreement is to develop a prototype and "proof of concept" for a scalable, customizable and rapidly deployable medical facility with laboratory systems, testing booths, spaces for in-patient and out-patient care and/or other medical care units, based upon Grimshaw's designs and utilizing our container-based or other modular structures, or pre-fabricated modular structures jointly developed by us and Grimshaw.

On July 6, 2020, we expanded our relationship with Grimshaw when we entered into another Joint Development Agreement with Grimshaw.

Our joint agreement is to develop a prototype and "proof of concept" for a scalable, customizable and rapidly deployable educational facility with classrooms, spaces for teaching, workshops, dining, recreation, sports and/or other education-related purposes, based upon Grimshaw's designs and utilizing our container-cased or other modular structures, or pre-fabricated modular structures jointly developed by us and Grimshaw.

On November 19, 2020, we and Memorial Hospital, of Michigan (“Memorial), entered into a Professional Services and Capital Support Contract (“PSCSC”) with Wayne County, Michigan to appoint Memorial the primary contractor for the construction of portable on-site laboratory facilities for COVID-19 testing.

The PSCCS engages us as a sub-contractor to render services and support to Memorial in connection with the fulfillment of statements of work submitted from Wayne County to Memorial.

The program deploys the D-Tec Product Series, designed by Grimshaw and developed by SG Blocks, to deliver COVID-19 PCR testing and on-site CLIA lab services directly into high risk and underserved areas.

20,352,054 D-Tec 1 Collection Units were deployed throughout Wayne County and provided COVID-19 test samples to the CLIA lab for clinical testing services.

The COVID-19 testing program with Memorial ceased operations in November 2021.

Joint Venture w ith Clarity Lab Solutions, LLC and Chicago Airport Testing, LLC

On August 27, 2020, we entered into a joint venture agreement (the “Clarity Mobile Venture”) with Clarity Labs, a CLIA-certified laboratory based in Miami, Florida.

Under the Clarity Mobile Venture, we, along with Clarity Labs have agreed to jointly market, sell, and distribute certain lab testing products and services (“Clarity Mobile Venture”).

On November 12, 2020, Clarity Mobile Venture entered into a contract with the City of Los Angeles for the operations of a COVID-19 PCR Test Laboratory at Los Angeles International Airport ("LAX") to provide a full-service modular COVID-19 laboratory and testing facility onsite at Los Angeles International Airport.

This facility conducts PCR tests with results available within three hours for passengers and airline crew, and no later than 24 hours for LAX airport employees.

Additionally, other rapid coronavirus tests including antigen tests were deployed at LAX in 2021.

Clarity Mobile Venture is the primary operator.

On November 16, 2020, we announced that the State of Hawaii had selected Clarity Labs and Clarity Mobile Venture to provide COVID-19 testing and clinical laboratory at LAX for testing of passengers travelling between Los Angeles and Hawaii.

In January 2021, we and other third p arties formed Chicago Airport Testing LLC (“CAT”).

CAT is in the business of marketing, selling, distributing leasing and otherwise commercially exploiting certain products and services in the COVID-19 testing and other medical industry.

CAT collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing.

The consortium of government entities exercised their rights to vacant in third quarter 2021 and CAT has ceased operations.

For the year-end December 31, 2021, we recognized approximately $31,400,000 in revenue related to activities through these joint ventures, which i s included in medical revenue on the accompanying consolidated statements of operations.

Acquisition of Echo DCL, LLC

On September 17, 2020, we, through SG Echo, entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Echo DCL, LLC, a container/modular manufacturer that had been a key supplier of ours, to acquire substantially all the assets of Echo , except for Echo's real estate holdings, for which SG Echo has obtained a right of first refusal to acquire same.

On September 23, 2020, we, SG Echo and Echo DCL completed the transactions as contemplated by the Asset Purchase Agreement (the “Closing”).

Pursuant to the terms of the Asset Purchase Agreement, at the Closing we paid to Echo an aggregate of $1,059,600 in cash, subject to the escrow of certain of the purchase price funds, and SG Echo agreed to pay certain of Echo’s indebtedness, including the obligation to (i) satisfy a Guidance Line of Credit loan (“GLOC Loan”) in the principal amount of approximately $616,000 ($316,432 of which payoff proceeds were delivered by SG Echo to Echo DCL at the closing), (ii) pay the debt service on certain of Echo’s indebtedness in the approximate principal amount of $1.7 million for 12 months following the closing, (iii) pay the monthly principal and interest due under the BTH Credit Line in the principal amount of $500,000 for 12 months following the closing and if Echo DCL has not fully satisfied the outstanding principal and interest due under the BTH Credit Line and caused the BTH lender to release and terminate any encumbrances on the Purchase Assets arising out of the BTH Credit Line, we have the right to pay the outstanding principal and interest due, and (iv) pay earn out payments equal to the net income received from the acquired business during the 3-month period beginning on the first day of the first full month that is 3 months after the closing date, the 3-month period following the first earn out period and the 3-month period following the second earn out period, payable in 50% in cash and 50% in shares of our common stock to be valued a $2.50 per share;

provided, that up to approximately $300,000 of any amounts paid in respect of the GLOC Loan, and any amounts paid in respect of the debt service on Echo’s indebtedness and line of credit with BTH Bank, as described in subparagraphs (i), (ii) or (iii) above, shall be offset against and reduce the earnout payments due to Echo DCL.

In no event may the number of shares of common stock to be issued to Echo exceed 19.99% of our outstanding shares on the date of the execution of the Asset Purchase Agreement.

As of December, 31, 2021, no earn out payments have been issued to Echo DCL.

Modular Construction

The sites we develop will primarily utilize modular construction.

We produce purpose built pre-fabricated modular structures, for both residential and commercial use, using wood or steel as the base material.

We believe that modular construction provides the following benefits:

●Factory produced modules provide greater quality of construction

●Modules can be produced in parallel to the local site and civil work to enhance the date of completion

●Modular construction allows for energy savings and more efficient waste management than traditional construction

●Modules are inspected by a third party engineering firm to meet or exceed all applicable building codes

●Projects can save up to 50% on speed to market in comparison to traditional construction

●Less site disturbance and impact on local traffic

●Less weather related damage to construction materials

In cases where modular construction is not advantageous, SG DevCorp.

will utilize other construction methods.

In the case of building manufacturing facilities, for example, SG DevCorp .

expects to work with a team of third-party architects, engineers and construction management firms with deep experience in developing industrial sites to build out such facilities.

Products Produced with Our GreenSteel™ Modular Technology

The building products developed with our proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods.

The use of the SG Blocks building structure typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials.

Due to the ability of SG Blocks to satisfy such requirements, we believe the products produced utilizing our technology and expertise is a leader in environmentally sustainable construction.

The use of the Safe & Green building structure typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials.

Due to our ability to satisfy such requirements, we believe the products produced utilizing our technology and expertise is a leader in environmentally sustainable construction.

There are three core product offerings that utilize our involves GreenSteel technology and engineering expertise.

The first product offering involves GreenSteel Modules, which are the structural core and shell of an SG Blocks building.

The first product offering involves GreenSteel Modules, which are the structural core and shell of a Safe & Green building.

We procure the containers, engineer required openings with structural steel enforcements, paint the containers and then deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation.

The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering SG Blocks pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation.

Finally, the third product offering is the completely fabricated and finished SG Blocks building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps.

The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering Safe & Green pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation.

Finally, the third product offering is the completely fabricated and finished Safe & Green building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps.

The building is ready for occupancy and/or use as soon as installation is completed.

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Other Modular Products

We also produce pre-fabricated modular containers, for both residential and commercial use, at Echo using wood as the base material instead of steel containers.

We also produce pre-fabricated modular containers, for both residential and commercial use, at SG Echo using wood as the base material instead of steel containers.

We have found that many clients prefer a mix of wood and steel containers for their projects, wood for aesthetics and cost-savings, and steel for stability and durability.

Since our acquisition of Echo, approximately 75% of our Module sales have been for wood-based modules.

In April 2017, the ICC Evaluation Service, LLC (“ICC-ES”) granted us an Evaluation Service Report (“ESR”) for the SGBlocks structural building materials.

In April 2017, the ICC Evaluation Service, LLC (“ICC-ES”) granted us an Evaluation Service Report (“ESR”) for the Safe & Green structural building materials.

We believe we are the first modular building company to receive such certification.

Our ESR indicates that the ICC-ES recognizes the suitability and technical capabilities of the SGBlocks structural building materials for use in compliance with the International Building Code and Residential Code, the California Building Code and Residential Code, and the Florida Building Code—Building and Residential.

We believe our ESR has expedited reviews and approvals by state and local building departments, helped the SGBlocks concept gain wider acceptance in the construction industry and opened up licensing opportunities internationally We also believe the ESR will make it more difficult for other companies in the industry to compete with us because the quality control and design acceptance criteria are specific to us and our associated facilities.

Our ESR indicates that the ICC-ES recognizes the suitability and technical capabilities of the Safe & Green structural building materials for use in compliance with the International Building Code and Residential Code, the California Building Code and Residential Code, and the Florida Building Code—Building and Residential.

We believe our ESR has expedited reviews and approvals by state and local building departments, helped the Safe & Green concept gain wider acceptance in the construction industry and opened up licensing opportunities internationally We also believe the ESR will make it more difficult for other companies in the industry to compete with us because the quality control and design acceptance criteria are specific to us and our associated facilities.

Our ESR is site-specific;

therefore, only the inspected and approved facilities can place the ICC-ES mark on the containers.

We currently source or fabricate our SGBlocks from 18 facilities located throughout the continental United States.

We currently source or fabricate our Safe & Green from 18 facilities located throughout the continental United States.

The ICC-ES has currently approved six of these facilities to place the ICC-ES medallion and we will seek ICC-ES approval for additional facilities on an as needed basis.

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Currently, each of these facilities has been re-certified by ICC-ES and is current with their recertifications.

All SGBlocks manufactured at these facilities have an ESR medallion that validates the quality control process.

All Safe & Green manufactured at these facilities have an ESR medallion that validates the quality control process.

Because our ESR does not cover SGPBMs , this certification does not extend to buildings constructed using SGPBMs .

Target Markets

To date, the target markets for the products that utilize our technology and expertise have been the new construction market in the United States.

To date, the target markets for the products that utilize our technology and expertise of Modules have been the new construction market in the United States.

The Modules that utilize our technology and expertise have a particular application in a number of segments, including:

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In addition, future target ma rkets for expansion of such products and services include data centers, warehouse/public storage, reclamation/drop off centers and medical.

Safe & Green Medical

In March 2020, we began increasing our focus on providing our Modules as health care facilities for deployable medical response solutions.

In May 2020, we entered into a joint development agreement with Grimshaw Design to assist with the deployment of our D-Tec suite of prefabricated health facilities for on-site immediate COVID-19 testing.

On August 27, 2020, we entered into a joint venture agreement (the “Clarity Mobile Venture”) with Clarity Labs Solutions, LLC, a CLIA-certified laboratory based in Miami, Florida (“Clarity Labs”).

Under the Clarity Mobile Venture, we, along with Clarity Labs agreed to jointly market, sell, and distribute certain lab testing products and services On November 12, 2020, Clarity Mobile Venture entered into a contract with the City of Los Angeles for the operations of a COVID-19 PCR Test Laboratory at Los Angeles International Airport ("LAX") to provide a full-service modular COVID-19 laboratory and testing facility onsite at Los Angeles International Airport.

This facility conducted PCR tests with results available within three hours for passengers and airline crew, and no later than 24 hours for LAX airport employees.

In September 2022, we terminated the Clarity Mobile Venture by mutual agreement.

For the year-ended December 31, 2022 and December 31, 2021, we recognized approximately $11,600,000 and $31,500,000, respectively, in revenue related to activities through these joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations.

In February 2023, we entered into an agreement with The Peoples Health Care, a non-profit organization, based in Glendale, California, working in conjunction with Teamsters Local 848, to deliver on or before the end of the second quarter of 2023 four (4) full mobile medical modules to provide medical services consistent with industry standards.

We are engaged in negotiations with third-party subcontractors to serve as the clinical operator and staffer of the medical modules providing union members with general wellness, point-of-care medicine, and primary care.

Amenities are expected to include, but are not limited to, general wellness, vaccines and testing, specialist referrals, urgent care, imaging and pathological diagnostics, and pharmacy services.

In September 2020, we consummated the transaction contemplated by the Asset Purchase Agreement that SG Echo entered into with Echo DCL, LLC pursuant to which Echo acquired substantially all the assets of Echo DCL, LLC, a Texas limited liability company, except for Echo DCL, LLC’s real estate holdings.

SG Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of our key supply chain partners.

SG Echo catered to the military, education, administration facilities, healthcare, government, commercial and residential customers.

We intend to construct many of the planned developments using Modules built by SG Echo.

Pursuant to the terms of the Asset Purchase Agreement, at the closing of the transaction we paid to Echo DCL, LLC an aggregate of $1,059,600 in cash, subject to the escrow of certain of the purchase price funds, and SG Echo agreed to pay certain of Echo DCL, LLC’s indebtedness, including the obligation to (i) satisfy a Guidance Line of Credit loan (“GLOC Loan”) in the principal amount of approximately $616,000 ($316,432 of which payoff proceeds were delivered by SG Echo to Echo DCL, LLC at the closing), (ii) pay the debt service on certain of Echo DCL, LLC’s indebtedness in the approximate principal amount of $1.7 million for 12 months following the closing, (iii) pay the monthly principal and interest due under the BTH Credit Line in the principal amount of $500,000 for 12 months following the closing and if Echo DCL, LLC has not fully satisfied the outstanding principal and interest due under the BTH Credit Line and caused the BTH lender to release and terminate any encumbrances on the assets arising out of the BTH Credit Line, SG Echo has the right to pay the outstanding principal and interest due, and (iv) pay earn out payments equal to the net income received from the acquired business during the 3-month period beginning on the first day of the first full month that is 3 months after the closing date, the 3-month period following the first earn out period and the 3-month period following the second earn out period, payable in 50% in cash and 50% in shares of our common stock to be valued a $2.50 per share;

In no event may the number of shares of common stock to be issued to Echo DCL, LLC exceed 19.99% of our outstanding shares on the date of the execution of the Asset Purchase Agreement.

As of December 31, 2021, no earn out payments have been issued to Echo DCL, LLC.

In July 2022, SG Echo entered into a fabrication agreement with Moliving Inc., the world’s first luxury nomadic hospitality solution.

The fabrication agreement is expected to generate approximately $15 million in revenue for an initial 60 units, all of which will be sent to Moliving’s Hurley House location, an eco- resort located in the Hudson Valley area.

In August 2022, SG Echo executed an agreement with People First Industries, an Oklahoma non-profit corporation to construct an approximately 4,550 square feet, 6-module office building and facility.

People First Industries’ is an Oklahoma State Use Program and works to empower individuals with intellectual and developmental disabilities.

SG Environmental

In March 2022, we entered into a ten-year exclusive distribution agreement with Sanitec Industries LLC (“Sanitec”), a sustainable waste management company that is the global patent holder for the Sanitec Microwave Healthcare Waste Disinfection System™ for the State of New York with a right to expand to other states.

The Sanitec Microwave Disinfection Unit is designed to shred and disinfect biomedical waste, rendering the waste disinfected, unrecognizable, and of no greater risk to the public health than residential household waste.

Sanitec Industries existing customers are primarily centered in healthcare facilities nationwide, ranging from large hospital systems to single practitioner doctors’ offices.

In connection with our entry into the Sanitec distribution agreement we formed a new subsidiary, SG Environmental Solutions Corp.

SG Development

During February 2021, we formed SG DevCorp.

for the purpose of real property development utilizing our technologies and our manufacturing facility.

SG DevCorp.’s 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, SG DevCorp.

has not generated any revenue and its activities have consisted solely of the acquisition of three properties and an investment in two entities that have acquired two properties to be further developed;

however it has not yet commenced any development activities.

intends to construct many of its planned developments using Modules built by SG Echo.

In addition to these development projects, it intends, subject to its ability to raise sufficient capital, to build additional, strategically placed manufacturing facilities that will be sold or leased to third parties as well as leased to SG Echo.

intends to build manufacturing sites for lease to SG Echo near its project sites in order to take advantage of cost savings for transportation of modules.

SG DevCorp.’s business model is flexible and we anticipate developing properties on its own and also through joint ventures in which we partner with third-party equity investors or other developers.

has entered into, and may continue in the future to enter into, joint ventures (including limited liability companies or partnerships) through which it would own an indirect economic interest of less than 100% of the property owned directly by such joint ventures.

The decision to either develop a property on its own or through a joint venture is based on a variety of factors and considerations, including:

(i) the economic and tax terms required by the seller of land;

(ii) SG DevCorp.’s desire to diversify its portfolio of communities by market, submarket and product type;

(iii) its desire at times to preserve our capital resources to maintain liquidity or balance sheet strength;

and (iv) its projections, in some circumstances, that it will achieve higher returns on its invested capital or reduce its risk if a joint venture vehicle is used.

Each joint venture agreement is individually negotiated, and SG DevCorp.’s ability to operate and/or dispose of a community in its sole discretion may be limited to varying degrees depending on the terms of the joint venture agreement.

has filed with the Securities and Exchange Commission (the “SEC”) and Information Statement on Form 10 for the separation of SG DevCorp.

from SG Holdings into two separate publicly traded companies.

To implement the separation, we plan to distribute 30% of the outstanding shares of common stock of SG DevCorp.

to our stockholders on a pro rata basis as a distribution (the “Separation and Distribution”).

The Separation and Distribution is intended, among other things, to enable the management of the two companies to pursue opportunities for long-term growth and profitability unique to each company’s business and to allow each business to more effectively implement its own distinct capital structure and capital allocation strategies.

Our Board believes that, following the Separation and Distribution, the combined value of our common stock and SG DevCorp.’s common stock could, over time and assuming similar market conditions, be greater than the value of our common stock had the Separation and Distribution not occurred.

As a combined company, we have no exact peers, which our Board believes causes the market to undervalue the combined company.

With two separate public companies having distinct business models and investment characteristics, investors will have the opportunity to value each against distinct sets of peers and investment metrics.

This has the potential to increase the overall valuation of the companies, thus unlocking stockholder value.

The increased market value of the common stock of each company should provide additional flexibility for each company to pursue its business strategy.

Current Projects/Development Sites

Lago Vista-On May 10, 2021, SG DevCorp.

acquired a 50+ acre site in Lago Vista, Texas for $3,500,000, paid in cash, pursuant to the Unimproved Property Contract, dated February 25, 2021, with Northport Harbor LLC.

The acquired parcel sits on Lake Travis on the Colorado River in central Texas.

The property is listed for sale.

acquired the property and were able to successfully get a PDD approved for 174 condominium units, which was further amended to include the option of building rental units on the property.

As a result of obtaining the site approval and market conditions, the property’s value increased significantly from the time of purchase.

Accordingly, SG DevCorp.

determined to list the undeveloped property for sale.

On July 14, 2021, SG DevCorp.

issued a Real Estate Lien Note, dated July 14, 2021, in the principal amount of $2.0 million (the “Note”), secured by a Deed of Trust, dated July 14, 2021, on the Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021, for net loan proceeds of $1,958,233 after fees.

The Note had a term of one (1) year, provided for payments of interest only at a rate of twelve percent (12%) per annum and could be prepaid without penalty commencing nine (9) months after its issuance date.

If the Note was prepaid prior to nine (9) months after its issuance date, a 0.5% prepayment penalty would be due.

This Note was initially extended until January 14, 2023 and was further extended until February 1, 2024 with an interest rate of twelve and a half (12.5%) per annum.

In addition, on September 8, 2022, we issued a Second Lien Note in the principal amount of $500,000 (the “Second Note,” and collectively with the Note, the “Notes”) also secured by a Deed of Trust on the Lake Travis project site in Lago Vista, Texas.

This Second Lien provides for payments of interest only at a rate of twelve percent (12%) per annum and originally matured on January 14, 2023, which maturity date was extended until February 1, 2024 with an interest rate of twelve and a half (12.5%) per annum.

intends to use the proceeds from the sale of the property for its other development projects.

On March 30, 2023, an affiliate of SG DevCorp.

entered into an agreement to secure financing to pay off the Notes by issuing a new $5,000,000 note to be secured by the Lago Vista property and SG DevCorp.’s McLean site in Durant, Oklahoma.

As of the date of this report, the financing to pay off the Notes had not closed.

Norman Berry Village - On May 31, 2021, SG DevCorp.

acquired a 50% membership interest for $600,000 in a limited liability company , Norman Berry II Owners, LLC (“NB Owners”), that is building affordable housing in the Atlanta, Georgia metropolitan area to be known as “Norman Berry Village”.

has partnered with CMC Development Group, a New York City-based real estate development firm (“CMC”) with national expertise providing design build services.

CMC owns the other 50% membership interest in NB Owners.

The NB Owners’ operating agreement provides that NB Owners will initially have two managers, one designated by CMC (the “CMC Manager”) and one designated by us.

Pursuant to the operating agreement, the CMC Manager will manage the day-to-day business and affairs of NB Owners and all non-routine decisions requires the approval of members owning a majority of the outstanding membership interests.

The operating agreement also provides that any fee earned by CMC in connection with the acquisition and development of the Norman Berry Village and related real property will be split 75% to CMC and 25% to us.

has no obligation under the operating agreement to make any additional capital contributions to NB Owners.

In addition, neither SG DevCorp.

nor CMC may voluntarily make any additional capital contributions to NB Owners.

In accordance with the operating agreement, we are entitled to a preferred return equal to 10% per annum on our unreturned capital contributions which return will (i) accrue from the date on which our capital contributions were actually contributed to NB Owners until the date such capital contributions are returned to SG DevCorp.

, and (ii) compound annually.

expect the project to develop 125,000 square feet of space and build approximately 132 multi-family rental apartments in two buildings.

expects the project to commence in the first quarter of 2024, subject to available funding, and to be completed within three years of commencement for estimated development costs for this project is approximately $35 million dollars.

Cumberland Inlet-On June 24, 2021, SG DevCorp., as member, entered into an Operating Agreement, with Jacoby Development, Inc., a Georgia corporation (“JDI”), as manager, dated June 24, 2021 (the “Operating Agreement”), for JDI-Cumberland Inlet, LLC, a Georgia limited liability company (“JDI-Cumberland”), pursuant to which SG DevCorp.

acquired a 10% non-dilutable equity interest (“LLC Interest”) in JDI-Cumberland and agreed to contribute $3,000,000 in capital to it for the development of a 1,400 acre waterfront parcel in downtown historic St.

Marys, Georgia (the “Project”).

in conjunction with Jacoby Development of Atlanta, Georgia expects to develop a mixed-use destination community.

JDI-Cumberland has purchased a 1,298 acre waterfront parcel in downtown historic St.

Marys, Georgia and expects to develop approximately 352 acres thereof (the “Cumberland Project”).

SG DevCorp., in conjunction with JDI, expect to develop a mixed-use destination community.

The location will serve as home to 3,500 units made up of single family, multi-family, vacation and hospitality use, as well as a full-service marina, village, and upscale Eco-Tourism park inclusive of camping, yurts, cabins and cottages.

has no obligation under the Operating Agreement to make any additional capital contributions to JDI-Cumberland.

The Operating Agreement provides JDI with the right, at its option, to purchase the LLC Interest from SG DevCorp.

on or before June 24, 2023 for $3.0 million, plus an amount equal to an annual internal rate of return (IRR) on such funds of forty (40%) percent (i.e., $1.2 million annualized).

After June 24, 2023, the Operating Agreement provides JDI with the right, at its option, to purchase the LLC Interest from us for $3.0 million, plus an amount equal to an IRR of thirty-two and one-half (32.5%) percent (i.e., $975,000 annualized).

The Operating Agreement contains certain protective provisions that prevent JDI, as manager, from determining to, or taking, certain significant actions without our consent.

SG Echo, a subsidiary of SG Holdings, entered into a Fabrication and Building Services Agreement (“Building Services Agreement”) with JDI-Cumberland to design, fabricate and install various improvements for the Project using modular structures, pursuant to budgets prepared by SG Echo submitted for approval to JDI-Cumberland, including a marina, town center, apartments and single family units, townhomes, commercial, retail and lodging buildings/structures, eco-tourism park, camping yurts, cabins and cottages.

The Building Services Agreement has an initial term of three years, with two-year automatic renewal provisions.

During the term of the Building Services Agreement, SG Echo will have a right of first refusal with respect to each phase of the construction of the project buildings.

If SG Echo’s quote for a given phase is no more than five percent more than the average of all bona fide, arm’s length bids that JDI-Cumberland obtains from reputable, unaffiliated builders, the phase will be awarded to SG Echo.

In the event that SG Echo’s quote for a given phase is more than five percent more than the average of all bona fide arm’s length bids JDI-Cumberland obtains from reputable, unaffiliated builders, SG Echo will have the right to match such best bona fide, arm’s length offers and secure the work.

anticipates that the first phase of development activities at this site will be the construction of 165 multifamily units over the course of 12-18 months, which activities are anticipated to commence during the third quarter of 2023, with an estimated cost of $38 million.

also anticipates that the units will be built with modules supplied by SG Echo.

Current plans are to sell this development three (3) years after development.

McLean Mixed Use Site-On November 10, 2021 SG DevCorp.

entered into a Purchase Agreement ("Purchase Agreement) with the Durant Industrial Authority to acquire 100% ownership of approximately 114 mixed-use acres in Durant, Oklahoma for $865,000.

In February 2022, SG DevCorp.

closed on and acquired the 114 acre site.

anticipates building approximately 800 residential units and up to 1,100,000 square feet of industrial manufacturing space on the mixed-use property.

plans to build and SG Echo will occupy a 120,000 square foot state of the art manufacturing facility.

The property is zoned for an additional 1.0 million square feet of industrial space.

is currently marketing the additional space to potential tenants.

On December 2, 2022, SG DevCorp.

entered into a Fabrication Agreement (the “Fabrication Agreement”) with SG Echo for the fabrication of approximately 800 multifamily market rate rental units, equal to approximately 800,000 square feet of new modular buildings to be located at the McLean site (the “Project”).

The Fabrication Agreement provides that SG Echo will be paid a fee equal to 15% of the cost of the Project.

SG DevCorp.’s obligations under the Fabrication Agreement are subject to it securing third party financing for the Project.

anticipates that the first phase of development activities at this site will be the construction of 100 multifamily units over the course of 12-18 months, which activities are anticipated to commence during the third quarter of 2023, with an estimated cost of $17 million.

It also anticipates that the units will be built with modules supplied by SG Echo.

Current plans are to sell this development three (3) years after development.

Marys Industrial Site-On August 18, 2022, SG DevCorp.

acquired for $296,870 approximately 33 acres of land adjacent to the Project described below from the Camden County Joint Development Authority (JDA).

plans to build a 120,000 square foot state of the art manufacturing facility which will be occupied by SG Echo.

This facility will service not only the Project, but also the Southeastern region.

In connection with the purchase of the St.

Marys Industrial Site, SG DevCorp.

entered into a promissory note in the amount of $148,300.

This note has a maturity date of September 1, 2023, subject to SG DevCorp.’s right to extend for 6 months upon payments of a fee equal to 1% of the principal balance of the note and provides for payments of interest only at a rate of nine and three quarters percent (9.75%) per annum.

This note could be prepaid without penalty, provided, however, if the lender has not received six months of interest, SG DevCorp.

must pay the lender an amount equivalent to the months of interest necessary to complete six months of interest.

In addition, at the time of payment in full of the note, SG DevCorp.

must pay the lender an amount equivalent to half of one percent (0.50%) of the original loan amount.

To secure payment in full of the note, the note is secured by a security deed in the property with power of the lender to sell the property.

anticipates that of development activities at this site will commence during the second quarter of 2023 and continue for 12-18 months, with an estimated cost of $17 million.

It also anticipates that the units will be built with modules supplied by SG Echo.

We also anticipate that the units will be built with modules supplied by SG Echo.

Current plans are to sell this development three (3) years after development.

In December 2022, we entered into an agreement to purchase approximately 25 acres in Denison, Texas.

We intend to design and create an active senior living community with various amenities on the site at an expected total development cost of approximately $115 million.

The profits from the project over 5 years are estimated at $40 million.

The 496 homes will also create what we believe to be close to $80 million of construction for SG Echo, with anticipated $15 million in margin to our manufacturing campus.

We expect to close on the purchase of the property in the second quarter of 2023.

Our Competitive Strengths

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Within the modular building space, we compete against a small number of companies providing modular-building services.

The principal competitive factors in our business include, but are not limited to, the availability of building materials;

The principal competitive factors in our construction business include, but are not limited to, the availability of building materials;

technical product knowledge and expertise;

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Our proprietary construction for our cargo based containers method is typically less expensive than traditional construction methods, particularly in urban locations and multi-story projects, and construction time is also generally reduced by using our construction method, reducing both construction and soft costs substantially.

SGBlocks are designed to be hurricane-, tornado- and earthquake-resistant and able to withstand harsh climate conditions.

Safe & Green are designed to be hurricane-, tornado- and earthquake-resistant and able to withstand harsh climate conditions.

The flexibility and the stack-ability of the Modules allows architects, developers and owners to design Modules to meet their specific needs.

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We market our construction products to a broad customer base, comprised primarily of contractors, home builders, building owners and other resellers across the continental United States and we also market our services and technology to customers in Canada.

In addition, as stated above, we now also supply our Modules to the medical community.

SG Blocks customers come from all walks in the economy and include government agencies, private developers, the U.S.

In addition, as stated above, we have supplied and offer our Modules to the medical community.

Safe & Green customers come from all walks in the economy and include government agencies, private developers, the U.S.

Military, the Native American Community, the QSR operators, individuals and families requiring COVID-19 tests and a host of entrepreneurs looking to launch ideas and technology.

At December 31, 2021 and 2020, 78% and 79%, respectively, of the Company’s gross accounts receivable were due from four and three customers.

Revenue relating to one and three customers represented approximately 80% and 61% of the Company’s total revenue for the years ended December 31, 2021 and 2020, respectively.

At December 31, 2022 and 2021, 80% and 78%, respectively, of the Company’s gross accounts receivable were due from three and four customers.

Revenue relating to three and one customers represented approximately 65% and 80% of the Company’s total revenue for the years ended December 31, 2022 and 2021, respectively.

Our Suppliers and Partners

Although the primary use of shipping containers is for transportation, when constructing SGBlocks, we use standard materials to modify the container shell structure and finish out the modules.

In addition, we use the same standard construction materials to construct and finish out the wood base modules produced at Echo.

Although the primary use of shipping containers is for transportation, when constructing Safe & Green, we use standard materials made in America to modify the container shell structure and finish out the modules.

In addition, we use the same standard construction materials to construct and finish out the wood base modules produced at SG Echo.

We utilize the same suppliers and materials used by conventional construction.

Materials such as windows, doors, insulation mechanical systems, electrical systems and other such supplies are all off-the-shelf materials and equipment commonly available and used in the industry.

We believe we have access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers.

We believe we have access to alternative suppliers, with limited disruption to the business, should circumstances change with our existing suppliers.

Intellectual Property

We operate under our United States registered trademarks “SGBlocks” and “GreenSteel” and our trademarked “SG” logo.

We operate under our United States registered trademarks "Safe & Green" and “GreenSteel” and our trademarked “SG” logo.

Government Regulation and Approval

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All buildings, conventionally built or modularly built, are subject to published building codes and criteria that must be achieved during the architectural and engineering phase in order to be approved for construction.

There are no specific regulations that impact our technology.

There are no specific regulations that impact our design and construction technology.

While much of the regulation in our industry occurs at the project level, we are subject to various federal, state and local government regulations applicable to the business in the jurisdictions in which we operate, including laws and regulations relating to our relationships with our employees, public health and safety, workplace safety, transportation, zoning and fire codes.

Also, to the extent we expand into medical waste removal and medical testing we will be subject to various federal, state and local government regulations.

We strive to operate in accordance with applicable laws, codes and regulations.

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In June 2017 and December 2019, we completed public offerings of our common stock, which currently trades on the Nasdaq Capital Market under the symbol “SGBX.”

Our principal offices are located at 5011 Gate Parkway, Building 100, Suite 100 Jacksonville, FL 32256.

Our website address is www.sgblocks.com.

Our principal offices are located at 990 Biscayne Blvd., #501, Office 12, Miami, FL 33132.

Our website address is www.safeandgreeenholdings.com.

The information contained in, and that can be accessed through our website, is not incorporated into and is not a part of this report.

We make available on our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K as soon as reasonably practicable after those reports are filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The following Corporate Governance documents are also posted on our website:

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et al., Case No.

On February 29, 2016, the Debtors filed a Disclosure Statement (the “Disclosure Statement”), attaching a Plan of Reorganization (the “Plan”), along with a motion seeking approval of the Disclosure Statement by the Bankruptcy Court.

On June 30, 2016 (the “Effective Date”), the Plan became effective and the Debtors emerged from bankruptcy.

On February 29, 2016, the Debtors filed a Disclosure Statement (the “Disclosure Statement”), attaching a Plan of Reorganization (the “Reorganization Plan”), along with a motion seeking approval of the Disclosure Statement by the Bankruptcy Court.

On June 30, 2016 (the “Effective Date”), the Reorganization Plan became effective and the Debtors emerged from bankruptcy.

Prior to the Effective Date, SGB was authorized to issue:

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and (ii) 5,000,000 shares of preferred stock, par value $0.01 (the “Former Preferred Stock”), none of which were issued and outstanding prior to the Effective Date.

On the Effective Date, and pursuant to the terms of the Plan, SGB entered into a Securities Purchase Agreement, dated June 30, 2016, pursuant to which SGB sold for a subscription price of $2.0 million a 12% Original Issue Discount Senior Secured Convertible Debenture to Hillair Capital Investments L.P.

On the Effective Date, and pursuant to the terms of the Reorganization Plan, SGB entered into a Securities Purchase Agreement, dated June 30, 2016, pursuant to which SGB sold for a subscription price of $2.0 million a 12% Original Issue Discount Senior Secured Convertible Debenture to Hillair Capital Investments L.P.

(“HCI”) in the principal amount of $2.5 million, with a maturity date of June 30, 2018 (the “Exit Facility”).

On the Effective Date, all previously issued and outstanding shares of the Former Common Stock were deemed discharged, cancelled and extinguished, and, pursuant to the Plan, SGB issued, in the aggregate, 8,195 shares (as adjusted to effect a 1-for-20 reverse stock split) of common stock, par value $0.01 (the “New Common Stock”), to the holders of Former Common Stock.

Further, under the Plan, upon the Effective Date, certain members of SGB’s management were entitled to receive options (the “Management Options”) to acquire approximately 10,919 shares (as adjusted to effect a 1-for-20 reverse stock split), of SGB’s New Common Stock, on a fully diluted basis.

On the Effective Date, all previously issued and outstanding shares of the Former Common Stock were deemed discharged, cancelled and extinguished, and, pursuant to the Reorganization Plan, SGB issued, in the aggregate, 8,195 shares (as adjusted to effect a 1-for-20 reverse stock split) of common stock, par value $0.01 (the “New Common Stock”), to the holders of Former Common Stock.

Further, under the Reorganization Plan, upon the Effective Date, certain members of SGB’s management were entitled to receive options (the “Management Options”) to acquire approximately 10,919 shares (as adjusted to effect a 1-for-20 reverse stock split), of SGB’s New Common Stock, on a fully diluted basis.

On the Effective Date, pursuant to the terms of the Plan and SGB’s Amended and Restated Certificate of Incorporation, SGB filed with the Secretary of State of the State of Delaware a Certificate of Designations of Convertible Preferred Stock, designating 1,801,670 shares (as adjusted to effect a 1-for-3 reverse stock split) of preferred stock, par value $1.00, all of which were issued upon our emergence from bankruptcy.

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All share and per share amounts set forth in the consolidated financial statements have been retroactively restated to reflect the split effected in February 2020 as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Annual Report have been adjusted to reflect the reverse stock split effected in February 2020.

Recent Financing Developments

On October 27, 2021, we closed a registered direct offering and concurrent private placement that we effected pursuant to the Securities Purchase Agreement that it entered into on October 25, 2021 with an institutional investor and received gross proceeds of $11.55 million.

Pursuant to the terms of the Purchase Agreement, we issued to the investor (A) in a registered direct offering (i) 975,000 shares of our common stock, par value $0.01 per share (the “Common Stock”), and (ii) pre-funded warrants to purchase up to 2,189,384 shares of Common Stock and (B) in a concurrent private placement, Series A warrants to purchase up to 1,898,630 shares of Common Stock.

Human Capital

We believe that our success depends upon our ability to attract, develop and retain key personnel.

As of December 31, 2021, SGB directly employed eighteen full-time employees and engaged outside professional firms and subcontractors to deliver projects to customers, and SG Echo directly employed sixty-nine full-time employees.

As of December 31, 2022, we directly employed fifteen full-time employees and engaged outside professional firms and subcontractors to deliver projects to customers, and SG Echo directly employed seventy full-time employees.

Health and Safety

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Available Information

We are subject to the informational requirements of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”), and in accordance therewith, we file reports, proxy and information statements and other information with the United States Securities and Exchange Commission (the “SEC”).

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports filed or furnished pursuant to Section 1 3 (a) or 15 (d) of the Exchange Act are available through the investor relations section of our website at www.sgblocks.com.

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and in accordance therewith, we file reports, proxy and information statements and other information with the SEC.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available through the investor relations section of our website at www.safeandgreenholdings.com.

Reports are available free of charge as soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC.

The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K.

The information contained on our website is not incorporated by reference into this Annual Report.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business