What changed in this filing

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Item 1A. Risk Factors

2024-08-14 compared with 2024-05-17 · 60 added, 54 removed, 71 unchanged (62% 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 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.

At June 30, 2024 and December 31, 2023 , we had cash and cash equivalents and a short-term investment, collectively, of $ 1,016,784 and $ 17,448 respectively.

However, during the six months ended June 30, 2024 and year ended December 31, 2023 , we reported a net loss attributable to common stockholders of Safe & Green Holdings Corp.

of $ 8,528,857 and $ 9,074,964 , respectively, and used $ 4,618,283 and $ 3,039,177 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.

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.

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 June 30, 2024 and December 31, 2023, we had cash and cash equivalents and a short-term investment, collectively, of $ 1,016,784 and $ 17,448 , respectively.

However, during the six months ended June 30, 2024 and year ended December 31, 2023 , we reported a net loss attributable to common stockholders of Safe & Green Holdings Corp.

of $8 ,528,857 and $ 9,074,964 , respectively, and used $ 4,618,283 and $ 3,039,177 of cash for operations, respectively.

We have incurred losses since inception, have negative working capital of $ 14,875,215 as of June 30, 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 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.

For example, for the three months ended June 30, 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.

6 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, 2023, our backlog totaled approximately $ 1.9 million and as of March 31, 2024 , our backlog totaled approximately $ 0.9 million.

As of December 31, 2023, our backlog totaled approximately $ 1.9 million and as of June 30, 2024 , our backlog totaled approximately $ 4.1 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 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 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.

At June 30, 2024, there were options, restricted stock units and warrants of 1,822, 14,887 and 4,023,411 , respectively, outstanding that could potentially dilute future net income per share.

Because the Company had a net loss as of June 30, 2024, it is prohibited from including potential common shares in the computation of diluted per share amounts.

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

At June 30, 2023, there were no restricted stock units and options and warrants of 1,822 and 126,251 , 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.

24 unchanged sentences

F ailure to meet NASDAQ’s continued listing requirements could result in the delisting of our common stock, negatively impact the price of our common stock and negatively impact our ability to raise additional capital .

On November 7, 2023, Safe & Green Holdings Corp.

(the “Company”) received a deficiency letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for the preceding 30 consecutive business days (September 26, 2023 through November 6, 2023), the Company’s common stock did not maintain a minimum closing bid price of $1.00 (“Minimum Bid Price Requirement”) per share as required by Nasdaq Listing Rule 5550(a)(2).

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until May 6, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2).

Compliance may be achieved automatically and without further action if the closing bid price of the Company’s common stock is at or above $1.00 for a minimum of ten consecutive business days at any time during the 180-day compliance period, in which case Nasdaq will notify the Company of its compliance and the matter will be closed.

If, however, the Company does not achieve compliance with the Minimum Bid Price Requirement by May 6, 2024, the Company may be eligible for additional time to comply.

In order to be eligible for such additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and must notify Nasdaq in writing of its intention to cure the deficiency during the second compliance period.

The Company intends to actively monitor the bid price of its common stock and will consider available options to regain compliance with the Nasdaq listing requirements, including such actions as effecting a reverse stock split to maintain its Nasdaq listing.

If we cannot regain compliance with the Minimum Bid Price Requirement , our common stock will be subject to delisting.

If that were to occur, our common stock would be subject to rules that impose additional sales practice requirements on broker-dealers who sell our securities.

The additional burdens imposed upon broker-dealers by these requirements could discourage broker-dealers from effecting transactions in our common stock.

This would adversely affect the ability of investors to trade our common stock and would adversely affect the value of our common stock.

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).

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq” or the “Nasdaq Capital Market”), which imposes, among other requirements, a minimum bid requirement.

On May 10, 2024, the Company received a letter (the “Delisting Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq previously notified the Company on November 7, 2023 that the Company was not in compliance with Nasdaq Listing Rule 5550 (a)( 2 ) (“Rule 5550 (a)( 2 )”), which requires a minimum bid price of at least $ 1.00 per share for continued listing.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 had been at $ 1.00 per share or greater, and accordingly the Company had regained compliance with Rule 5550 (a)( 2 ).

However, the Company cannot provide assurances that it will be able to continue to comply with Rule 5550 (a)( 2 ) in the future.

On April 19, 2024, the Company received a letter from Nasdaq notifying it that it was not in compliance with Nasdaq Listing Rule 5250 (c)( 1 ) (“Rule 5250 (c)( 1 )”), which requires companies to timely file all required periodic financial reports with the SEC for continued listing.

On May 13, 2024, the Company received a letter from Nasdaq notifying the Company that, based on the May 7, 2024 and May 10, 2024 filings of the Company’s Form 10-K and Form 10-K/A, respectively, for the year ended December 31, 2023, the Company had regained compliance with Rule 5250 (c)( 1 ).

However, the Company cannot provide assurances that it will be able to continue to comply with Rule 5250 (c)( 1 ) in the future.

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 million.

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.

In accordance with Nasdaq’s Listing Rules, the Company had until June 30,

2024 to submit a plan to regain compliance with Rule 5550(b)(1).

On July 25, 2024,

Nasdaq notified the Company that, based on its review of the Company and the

materials submitted by the Company to Nasdaq, Nasdaq Staff determined to grant

the Company an extension to regain compliance with Rule 5550(b)(1) until November 12, 2024,

subject to the Company regaining and evidencing compliance with Rule 5550(b)(1) by such date.

Company expects to regain compliance with Rule 5550(b)(1) as a result of the

recent private placement, cost-cutting initiatives aimed at achieving positive

cash flow in 2024, ongoing debt reduction and other strategic initiatives;

provided that there can be no assurances that such measures will be consummated

or that they will achieve their intended effects.

If the Company does not

regain compliance with Rule 5550(b)(1) by November 12, 2024, Nasdaq will provide written

notice that our common stock is subject to delisting.

At such time, the Company

would be entitled to appeal the delisting determination to a Nasdaq Hearing

Panel (the "Panel").

The hearing request would stay any suspension or

delisting action pending the conclusion of the hearing process and expiration

of any additional extension period granted by the Panel following the hearing.

Any delisting of the Company’s common stock from Nasdaq, including as a result of its inability to regain compliance with Rule 5550 (b)( 1 ), could adversely affect the Company’s ability to attract new investors, reduce the liquidity of its outstanding shares of common stock, reduce its ability to raise additional capital, reduce the price at which its common stock trades, result in negative publicity and increase the transaction costs inherent in trading such shares with overall negative effects for the Company’s stockholders.

The Company cannot assure its investors that its common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the-counter quotation system.

In addition, delisting of the Company’s common stock could deter broker-dealers from making a market in or otherwise seeking or generating interest in the Company’s common stock and might deter certain institutions and persons from investing in the Company’s securities at all.

For these reasons and others, delisting could adversely affect the Company’s business, financial condition and liquidity.

Unregistered Sales of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

Mine Safety Disclosures

Not applicable.

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