What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2024-05-17 compared with 2023-11-14 · 41 added, 20 removed, 84 unchanged (42% of the section changed)

7 unchanged sentences

If we are not successful in our efforts to increase sales or raise capital, we could experience a shortfall in cash over the next twelve months, and our ability to obtain additional financing on acceptable terms, if at all, may be limited.

At September 30, 2023 and December 31, 2022 , we had cash and cash equivalents and a short-term investment, collectively, of $ 712,906 and $ 582,776 respectively.

However, during the nine months ended September 30, 2023 and year ended December 31, 2022 , we reported a net loss attributable to common stockholders of Safe & Green Holdings Corp.

At March 31, 2024 and December 31, 2023 , we had cash and cash equivalents and a short-term investment, collectively, of $ 739,787 and $ 17,448 respectively.

However, during the three months ended March 31, 2024 and year ended December 31, 2023 , we reported a net loss attributable to common stockholders of Safe & Green Holdings Corp.

of $ 4,670,164 and $ 26,757,906 , respectively, and used $ 923,847 and $ 7,141,754 of cash for operations, respectively.

13 unchanged sentences

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern .

The report of our independent registered public accounting firm contains a note stating that the accompanying financial statements have been prepared assuming we will continue as a going concern.

At December 31, 2022 and 2021, we had cash and cash equivalents and a short-term investment, collectively, of $582,776 and $13,024,381, respectively.

However, during the fiscal years ended December 31, 2022 and 2021, we reported a net loss of $7,089,242 and $5,908,372, respectively, and used $5,630,614 and $662,759 of cash for operations, respectively.

We have incurred losses since inception, have negative working capital of $ (9,280,961) as of September 30, 2023 and have negative operating cash flows, which has raised substantial doubt about our ability to continue as a going concern.

The report of our independent registered public

accounting firm contains a note stating that the accompanying financial

statements have been prepared assuming we will continue as a going concern.

31, 2024 and December 31, 2023, we had cash and cash equivalents and a

short-term investment, collectively, of $739,787 and $17,448, respectively.

during the three months ended March 31, 2024

and year ended December 31, 2023, we

reported a net loss attributable to common stockholders of Safe &

Green Holdings Corp.

of $4,670,164 and $26,757,906, respectively, and used $923,847 and $7,141,754

of cash for operations, respectively.

We have incurred losses since inception, have negative working capital of $16,600,204 as of March 31, 2024 and have negative operating cash flows, which has raised substantial doubt about our ability to continue as a going concern.

We expect our current cash and the proceeds from anticipated financings to be sufficient for working capital until we are cash flow positive, which we believe will be in the first half of 2024.

1 unchanged sentence

A few customers have in the past, and may in the future, account for a significant portion of our revenues in any one year or over a period of several consecutive years.

For example, for the nine months ended September 30, 2023 approximately 96 % of our revenue was generated from one customer and for the year ended December 31, 2022 , approximately 65 % of our revenue was generated from three customers.

For example, for the three months ended March 31, 2024 approximately 86% of our revenue was generated from one customer and for the year ended December 31, 2023 , approximately 87% of our revenue was generated from one customers.

Although we have contractual relationships with many of our significant customers, our customers may unilaterally reduce or discontinue their contracts with us at any time.

The loss of business from a significant customer could have a material adverse effect on our business, financial condition, results of operations and cash flows.

We rely on certain vendors to supply us with materials and products that, if we were unable to obtain, could adversely affect our business.

We have relationships with key materials vendors, and we rely on suppliers for our purchases of products from them.

Any inability to obtain materials or services in the volumes required and at competitive prices from our major trading partners, the loss of any major trading partner or the discontinuation of vendor financing (if any) may seriously harm our business because we may not be able to meet the demands of our customers on a timely basis in sufficient quantities or at all.

Other factors, including reduced access to credit by our vendors resulting from economic conditions, may impair our vendors’ ability to provide products in a timely manner or at competitive prices.

We also rely on other vendors for critical services such as transportation, supply chain and professional services.

Any negative impacts to our business or liquidity could adversely impact our ability to establish or maintain these relationships.

Cost of revenue relating to two vendors represented approximately 12 % of the Company’s total cost of revenue for the three months ended September 30, 2022 .

Cost of revenue relating to three vendors represented approximately 10 % of the Company’s total cost of revenue for the nine months ended September 30, 2022 .

There were no vendors representing 10 % or more of the Company’s total cost of revenue for the three or nine months ended September 30, 2023.

Our clients may adjust, cancel or suspend the contracts in our backlog;

4 unchanged sentences

We include in backlog only those contracts for which we have reasonable assurance that the customer can obtain the permits for construction and can fund the construction.

As of December 31, 2022, our backlog totaled approximately $ 6.8 million and as of September 30, 2023 , our backlog totaled approximately $3.8 million.

As of December 31, 2023, our backlog totaled approximately $ 1.9 million and as of March 31, 2024 , our backlog totaled approximately $ 0.9 million.

Our backlog is described more in detail in “Note 13 —Construction Backlog” of the notes to our consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

9 unchanged sentences

The issuance of shares of our common stock upon the exercise of outstanding options, warrants and restricted stock units may dilute the percentage ownership of the then-existing stockholders and may make it more difficult to raise additional equity capital.

At September 30, 2023 , there were options and warrants to purchase of 36,436 and 2,525,020 , respectively, outstanding that could potentially dilute future net income per share.

Because we had a net loss as of September 30, 2023 , we are prohibited from including potential shares of common stock in the computation of diluted per share amounts.

At March 31, 2024 , there were options and warrants to purchase of 1,822 and 239,321 respectively, outstanding that could potentially dilute future net income per share.

Because we had a net loss as of March 31, 2024 , we are prohibited from including potential shares of common stock in the computation of diluted per share amounts.

Accordingly, we used the same number of shares outstanding to calculate both the basic and diluted loss per share.

At September 30, 2022 , there were options, including options to non-employees and non-directors, restricted stock units and warrants to purchase 36,436 , 2,245,186 and 2,025,520 shares of common stock, respectively, outstanding that could potentially dilute future net income per share.

At March 31, 2023 , there were restricted stock units, options, including options to non-employees and non-directors and warrants to purchase 59,547, 1,822 and 126,521 shares of common stock, respectively, outstanding that could potentially dilute future net income per share.

If SG DevCorp were to default in its obligation to repay the loan received from BCV S&G it could adversely affect our investment in SG DevCorp.

36 unchanged sentences

These factors could contribute to lower prices and larger spreads in the bid and ask prices for our common stock.

On May 16, 2014, the Company received a letter from Nasdaq stating

that for the period from May 2, 2024 to May 15, 2024, the closing bid price of

the Company’s common stock has been at $1.00 per share or greater, and

accordingly the Company has regained compliance with Listing Rule 5550(a)(2).

the Company cannot provide assurances that it will be able to continue to

comply with the Minimum Bid Price Requirement in the future.

On May 16, 2024, the Company received a letter from Nasdaq

notifying the Company that it was not in compliance with Nasdaq Listing Rule

5550(b)(1) (“Rule 5550(b)(1)”) because the stockholders’ equity of the Company

of $6,334,859, as reported in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2023, was below the minimum requirement of $2.5

As of the date of this Quarterly Report on Form 10-Q, the Company does

not have a market value of listed securities of $35 million, or net income from

continued operations of $500,000 in the most recently completed fiscal year or

in two of the last three most recently completed fiscal years, the alternative

quantitative standards for continued listing on Nasdaq.

The notification

received has no immediate effect on the Company’s continued listing on Nasdaq,

subject to the Company’s compliance with the other continued listing requirements.

The Company intends to submit a compliance plan by the deadline, monitor its

stockholders’ equity, and if appropriate, evaluate further available options to

regain compliance with Rule 5550(b)(1).

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-Q

Item 1A. Risk Factors