What changed in this filing

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Item 1. Business

2025-04-01 compared with 2024-05-07 · 48 added, 134 removed, 185 unchanged (50% of the section changed)

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We operate in the following four segments:

(i) manufacturing and construction services;

(i) construction;

(ii) medical;

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and (iv) environmental.

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

In the medical segment we have previously used our modular technology to offer prefabricated health facilities for on-site immediate COVID- 19 testing and plan to provide our modular technology to offer turnkey solutions to medical testing and treatment and generating revenue from medical testing.

Our real estate development segment’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.

The environmental segment, the newest segment, plans to offer a sustainable medical and waste management solution that will utilize a patented technology to collect waste and treat waste for safe disposal.

We are a provider of modular facilities.

We currently provide Modules made out of both code-engineered cargo shipping containers and traditional construction using wood and steel framing for use as both permanent or temporary structures for residential housing use and commercial use.

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.

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.

In September 2020, we acquired substantially all the assets of Echo DCL, LLC, a Texas limited liability company, except for Echo’s real estate holdings.

Echo was 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.

This acquisition allowed us to have more control over the manufacturing process and, as a result, we have increased our product offerings to add Modules made out of wood, steel and traditional construction materials.

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 projects in underserved regions nationally utilizing the manufacturing services of our subsidiary, SG Echo, LLC (“SG Echo”).

In March 2022, we formed SG Environmental Solutions Corp (“SG Environmental”) to focus on biomedical waste removal utilizing 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 .

In March 2023, we formed Safe and Green Medical Corporation, to focus on providing our Modules as health care facilities with various clinics and labs that cater to the specific needs of local communities.

To date, we have not generated revenue from SG DevCorp, SG Environmental or SG Medical.

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.

In March 2023, we formed Safe & Green Medical Corporation to focus on our medical segment with an objective to establish a national presence with various clinics and labs that cater to the specific needs of local communities.

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 Echo.

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.

SG DevCorp develops, co-develops builds and finances single and multi-family homes in underserved regions nationally using modules built in one of our vertically integrated factories.

SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC.

During 2024 , the Company’s ownership in SG DevCorp fell below 50 %, and the Company deconsolidated SG DevCorp from its financial statements (the “Deconsolidation”).

As of December 31, 2024, the Company accounts for its investment in SG DevCorp on the equity method.

Upon deconsolidation, the Company recognized a gain of $ 4,637,013 which resulted from the difference between the fair value of the Company’s investment upon deconsolidation, and the net assets and carrying value of the non-controlling interest.

The Deconsolidation represents a strategic shift in the Company’s operations and will have a major effect on the Company’s operations and financial results.

Prior year financial statements for 2023 have been restated to present the operations of SG DevCorp as a discontinued operation.

P rior 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.

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Administration Facilities

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.

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

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 SG Echo acquired substantially all the assets of Echo DCL, LLC, a Texas limited liability company, except for Echo’s real estate holdings.

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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.

As an expansion to our prior modular COVID- 19 offerings, we plan to provide our modular technology to offer turnkey solutions to deliver medical testing and treatment and generate revenues from medical testing, In furtherance of this objective, in March 2023, we formed Safe and Green Medical Corporation.

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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.

In December 2022, we announced our plan to separate our company and SG DevCorp into two separate publicly traded companies.

To implement the Separation, on September 27, 2023 , we, effected a pro rata distribution to our stockholders of approximately 30 % of the outstanding shares of SG DevCorp’s common stock.

In December 2022, we announced our plan to separate (the “Separation”) our company and SG DevCorp into two separate publicly traded companies.

To implement the Separation, on September 27, 2023 , we, effected a pro rata distribution to our stockholders of approximately 30 % of the outstanding shares of SG DevCorp’s common stock (the “Distribution”) .

In connection with the Distribution, each of our stockholders received 0.930886 shares of SG DevCorp’s common stock for every five ( 5 ) shares of our common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares.

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In addition to the separation and distribution agreement, the other principal agreements entered into with us included a tax matters agreement and a shared services agreement.

Current Projects/Development Sites

In January 2024, SG DevCorp announced that it would strategically look to monetize it real estate holdings throughout 2024 by identifying markets where SG DevCorp’s land may have increased in value, as demonstrated by third-party appraisals.

On May 10, 2021, SG DevCorp acquired a 50 + acre site in Lago Vista, Texas for $ 3,500,000 , paid in cash, pursuant to an 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.

SG DevCorp acquired the property and were able to successfully get a PDD approved for 174 condominium units with an allowance for 30 % short-term rental.

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 $ 2,000,000 (the “Short Term 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 $ 1,945,234 after fees.

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

This Short-Term Note was initially extended until January 14, 2023 and was further extended until February 1, 2024.

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

The Second Short-Term Note provided 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.

On March 31, 2023, LV Peninsula Holding LLC, a Delaware limited liability company and wholly owned subsidiary of SG DevCorp (“LV Holding”), pursuant to a Loan Agreement, dated March 30, 2023 (the “Loan Agreement”), issued a promissory note, in the principal amount of $ 5,000,000 (the “LV Note”), secured by a Deed of Trust and Security Agreement, dated March 30, 2023 (the “Deed of Trust”) on SG DevCorp’s Lake Travis project site in Lago Vista, Texas, a related Assignment of Contract Rights, dated March 30, 2023 (“Assignment of Rights”), on SG DevCorp’s project site in Lago Vista, Texas and McLean site in Durant, Oklahoma and a Mortgage, dated March 30, 2023 (“Mortgage”), on SG DevCorp’s site in Durant, Oklahoma.

The proceeds of the LV Note were used to pay off the Short-Term Note and the Second Short-Term Note.

The LV Note requires monthly installments of interest only, is due on April 1, 2024 and bears interest at the prime rate as published in the Wall Street Journal (currently 8.0 %) plus five and 50 / 100 percent ( 5.50 %), currently equaling 13.5 %;

provided that in no event will the interest rate be less than a floor rate of 13.5 %.

The LV Holding obligations under the LV Note have been guaranteed by SG DevCorp pursuant to a Guaranty, dated March 30, 2023 (the “Guaranty”), and may be prepaid by LV Holding at any time without interest or penalty.

The net loan proceeds were approximately $ 1,337,000 , after loan commission fees of $ 250,000 , broker fees of $ 125,000 , the escrow of a 12 -month $ 675,000 interest reserve, other closing fees and the repayment of the Short-Term Note and Second Short-Term Note.

On November 28, 2023, LV Holding entered into a Contribution Agreement with Preserve Acquisitions, LLC, a Delaware limited liability company (“Preserve”), to form either a Delaware or Texas limited liability company or limited partnership (the “Joint Venture”) for the purpose of owning, holding for investment and ultimately selling a residential housing development (the “LV Project”) to be developed by the parties on approximately 59.3712 acres located in Lago Vista, Texas currently owned by LV Holding (the “Lago Vista Property”) upon the terms and conditions set forth in the Contribution Agreement and in the operating agreement of the Joint Venture to be negotiated between the parties (the “JV Agreement”).

The Contribution Agreement provides that the parties will negotiate the JV Agreement within five months of the November 28, 2023 execution date of the Contribution Agreement.

The Contribution Agreement further provides that LV Holding will contribute the Lago Vista Property to the Joint Venture as a capital contribution to be valued at $ 11.5 million in the JV Agreement.

Preserve will lead the development process and, after the completion of a feasibility period, will be required to submit permits for the first phase of the LV Project within 11 months from the execution of the Contribution Agreement.

In addition, the Contribution Agreement provides that LV Holding must remove, pay and/or satisfy prior to or at Closing (as defined below) any monetary liens (as defined in the Contribution Agreement) on the Lago Vista Property.

The closing for the formation of the Joint Venture (the “Closing”) is to be held on the date which is 30 days after the expiration of the feasibility period subject to fulfillment of the following conditions:

(a) an affiliate of Preserve, LV Holding or its affiliate and a third party equity investor, if applicable, have executed and delivered the JV Agreement in form approved by Preserve and LV Holding, which terms must be consistent with waterfall provisions set forth in the Contribution Agreement;

(b) the Joint Venture having secured a legally binding and unconditional commitment for construction financing and capital commitments sufficient for the LV Project from third parties (debt and equity);

and (c) the Title Agent being unconditionally committed to issue the Owner’s Title Policy to the Joint Venture.

At Closing, LV Holding must pay a 5 % brokerage commission based upon the $ 11.5 million property value.

Until the Closing or the earlier termination of the Contribution Agreement, LV Holding has agreed to not convey or encumber all or any portion of the Lago Vista Property, or any interest therein, or enter into any agreement granting to any person any right with respect to the Lago Vista Property (or any portion thereof), provided, however, prior to Closing, LV Holding may solicit, discuss, and negotiate purchase offers so long as it notifies all potential buyers that the Lago Vista Property is under contract pursuant to the Contribution Agreement.

There can be no assurance the Closing will occur.

In addition, if we should receive a favorable purchase offer for the Lago Vista Property, we may choose not to form the Joint Venture.

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.” SG DevCorp 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 SG DevCorp.

SG DevCorp 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.

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

We expect the project to commence in the first quarter of 2024 , subject to available funding, and to be completed within three years of commencement.

The estimated development costs for this project are approximately $ 35.0 million.

NB Owners recently received approval from the city of Eastpoint to purchase the right of way approval to begin developing the Norman Berry Village.

Cumberland Inlet.

On June 24, 2021, SG DevCorp as a 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 for $ 3.0 million.

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

Mary’s, 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.

JDI-Cumberland recently received all approvals to build out the marina portion of the project.

SG DevCorp 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 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 us at the same price and upon substantially the same terms as are contained in the offer.

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 Safe & Green, 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 offer and secure the work.

SG DevCorp 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 2024 , with an estimated cost of $ 38.0 million.

SG DevCorp 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.

St Mary’s Site.

On August 18, 2022, SG DevCorp purchased, for $ 296,870 approximately 27 acres of land adjacent to the Cumberland Inlet Project from the Camden County Joint Development Authority (JDA).

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

In connection with the purchase of the St.

Mary’s Site, SG DevCorp entered into a promissory note in the amount of $ 148,300 .

This note had 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.

SG DevCorp elected to exercise this right to extend the maturity date.

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.

SG DevCorp intends to pay off the note by the end of March 2024.

On January 31, 2024, SG DevCorp entered into an Agreement of Sale (the “Agreement of Sale”) with Pigmental, LLC (“Pigmental”) to sell the St.

Mary’s Site to Pigmental for $1.35 million, payable $900,000 in cash and 450,000 by the issuance of a promissory note to SG DevCorp.

The promissory note will bear interest at 10% per annum, provide for monthly interest only payments of $3,750 commencing May 1, 2024, mature on April 30, 2025, and be secured by a mortgage on the St Mary’s Industrial Site.

SG DevCorp expects the transaction will close on or about April 1, 2024.

The Agreement of Sale provides that the closing of the sale by SG DevCorp to Pigmental of the St Mary’s Site will occur no later than April 30, 2024, with time being of the essence.

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 $ 868,000 .

SG DevCorp anticipates building approximately 800 residential units and up to 1.1 million 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 .

SG DevCorp 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.

SG DevCorp is currently marketing the additional space to potential tenants.

It is anticipated that SG Echo will provide modular construction services to SG DevCorp in connection with the residential project described above pursuant to the Master Purchase Agreement dated December 17, 2023 between SG DevCorp and SG Echo.

See “Certain Relationships and Related Party Transactions–- Other Related Party Transactions”

SG DevCorp 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 first quarter of 2024 , with an estimated cost of $ 17.0 .

SG DevCorp 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.

XENE Acquisition

On February 7, 2024, SG DevCorp closed its acquisition of Majestic World Holdings, a real estate technology firm and owner of the Xene AI Software platform (“XENE Platform”).

The purchase price for the acquisition consists of an aggregate of $500,000 in cash to be paid over five quarters and 500,000 shares of SG DevCorp restricted stock.

The XENE Platform, powered by advanced AI technology, has the goal of creating a decentralized real estate marketplace, creating an all-in-one solution that brings banks, institutions, home builders, clients, agents, vendors, gig workers, and insurers into a seamlessly integrated and structured AI-driven environment.

During 2024 , the Company’s ownership in SG DevCorp fell below 50 %, and the Company deconsolidated SG DevCorp from its financial statements (the “Deconsolidation”).

The Deconsolidation represents a strategic shift in the Company’s operations and will have a major effect on the Company’s operations and financial results.

SG Environmental

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SG Environmental plans to offer biomedical waste removal utilizing the patented technology that it licenses from Sanitec to shred and disinfect biomedical waste for safe disposal.

To date, we have not generated revenue from SG Environmental.

To date, we have not generated revenue from SG Environmental, and do not have any immediate intentions of having this as part of our core business.

Recent Developments

On February 2, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between us and NAHD pursuant to which NAHD will be merged into a to-be-formed subsidiary of the Company (the “Merger”).

Following this Merger, the NAHD operating subsidiaries will be indirect, wholly owned subsidiaries of the Company.

As merger consideration, the Company will issue four million ( 4,000,000 ) Series A non-voting convertible preferred shares of the Company, par value $ 1.00 (the “Preferred Shares”), to the NAHD shareholders.

Each Preferred Share has the right to convert into shares of common stock of the Company at a ratio of 1 to 15 (each Preferred Share will convert into 15 shares of common stock of the Company), provided, however, that such conversion is subject to the approval of a majority of the Company’s common shareholders.

The Merger Agreement contain customary representations, warranties, and covenants.

The Merger Agreement also contain conditions to the completion of the Merger including the filing of the articles of incorporation and/or organization for the merger subsidiaries, and the adoption of board resolutions and/or sole member resolutions by the merger subsidiaries approving the Merger.

There are no assurances that the parties will satisfy all of the conditions to the merger.

The parties expect to complete these transactions as soon as practicable following the satisfaction or waiver of the condition to the Merger.

On February 26, 2025, the Company received a listing decision from The Nasdaq Stock Market LLC (“Nasdaq”) on behalf of the Nasdaq Hearings Panel (the “Panel”) indicating that the Company has evidenced compliance with the minimum equity standard set forth in Listing Rule 5550 (b)( 1 ) (the “Equity Rule”) and all other applicable criteria for continued listing on The Nasdaq Capital Market.

Accordingly, the previously disclosed listing matter has been closed, and the Company’s securities will remain listed on Nasdaq.

To regain compliance with the Equity Rule, the Company proposed a merger with Olenox Corp., a diversified energy company based in Texas that operates in three vertically integrated business units:

Oil & Gas, Energy Services, and Energy Technologies (the “Olenox Merger”).

On February 6, 2025, the Company informed the Panel that the Company had completed the first planned stage of the Olenox Merger, which served to increase stockholders’ equity by approximately $ 60 million.

Based on the information presented and publicly disclosed, the Panel determined that the Company has satisfied the Equity Rule.

In its communications with the Panel, the Company further advised that the conversion of the preferred stock issued in the transaction is subject to the Company’s receipt of shareholder approval for the issuance of the underlying common shares and, upon such issuance, will result in a change of control of the Company.

The Company plans to file an initial listing application for the combined entity and to evidence compliance with Nasdaq’s initial listing criteria upon completion of the change of control aspect of the transaction.

Our Competitive Strengths

Although the construction industry is highly competitive, we are committed to educating the real estate community on the benefits of our technology and expertise and positioning the products that utilize our technology and expertise as complementary to the strategy of developers, rather than as competition.

Although th e construction industry is highly competitive, we are committed to educating the real estate community on the benefits of our technology and expertise and positioning the products that utilize our technology and expertise as complementary to the strategy of developers, rather than as competition.

We may compete for building opportunities with regional, national and international builders that possess greater financial, marketing and other resources than we do, and competition within the general construction industry may increase if there is future consolidation in the land development and construction industry or from new building technologies that could arise.

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At December 31, 2024 and 2023 100 % and 100 %, respectively, of our gross accounts receivable were due from three and four customers.

Revenue relating to one customer represented approximately 87% and 65% of our total revenue for the years ending December 31, 2023 and 2022, respectively.

Revenue relating to three and one customer represented approximately 83 % and 87 % of our total revenue for the years ending December 31, 2024 and 2023 , respectively.

Our Suppliers and Partners

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

As of December 31, 2023, we directly employed twelve full-time employees and two part-time employees and engaged outside professional firms and subcontractors to deliver projects to customers, and SG Echo directly employed eighty full-time employees.

Health and Safety

The health and safety of our employees is our highest priority, and this is consistent with our operating philosophy.

Accordingly, w ith the global spread of the ongoing novel coronavirus pandemic, we have implemented plans designed to address and mitigate the impact of the COVID- 19 pandemic on the safety of our employees and our business, which include:

· Adding work from home flexibility;

· Adjusting attendance policies to encourage those who are sick to stay home;

· Increasing cleaning protocols across all locations;

· Initiating regular communication regarding impacts of the COVID- 19 pandemic, including health and safety protocols and procedures;

As of December 31, 2024, we directly employed five full-time employees and engaged outside professional firms and subcontractors to deliver projects to customers, and SG Echo directly employed twenty six full-time employees.

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 SEC.

We are subject to the informational requirements of 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.

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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