What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-04-01 compared with 2024-05-07 · 69 added, 111 removed, 196 unchanged (48% of the section changed)

14 unchanged sentences

Construction services (includes engineering)

Medical revenue

Year over year % growth:

1 unchanged sentence

Medical revenue

Net revenue % mix:

Construction services

Medical revenue

Operating income (loss)

2 unchanged sentences

Other income (expenses)

Net profit attributable to common stockholders of Safe & Green Holdings Corp.

Net loss attributable to common stockholders of Safe & Green Holdings Corp.

Common stock deemed dividends

Net income (loss) from discontinued operations

Net loss attributable to common stockholders

During the year ended December 31, 2024 , we derived substantially all of our revenue from the construction services segment.

1 unchanged sentence

Revenue decreased 70 % in 2024 , compared to the prior year.

Medical revenue decreased 10 0 % in 2023 compared to the prior year.

The majority of the medical revenue came from operations of our Clarity Mobile joint venture during 2022 .

Construction services revenue increased 30 % in 2023 compared to the prior year.

The revenue growth primarily is due to the acquisition of Echo DCL, LLC in September 2020.

The revenue growth reflects increased modular revenue from SG Echo's manufacturing facility.

Construction services revenue decreased 70 % in 2024 compared to the prior year.

The revenue decrease is primarily from a reduction in the number of projects during 2024 .

Operating Income (Loss)

Operating loss was $ 9,706,615 for the year ended December 31, 2024 , compared to $ 21,749,208 for the year ended December 31, 2023 , representing an increase of $ 12,042,593 or 55 % in 2024 compared to the prior year.

Construction services operating loss in 2023 was $ 2,721,899 as compared to the prior year's operating loss of $ 472,039 , primarily due to an increase of jobs and deliver of modular units.

The costs of materials such as lumber, plumbing, roofing, and other supplies to modify and build these units were increased due in part to COVID- 19 supply chain issues.

In addition, we recognized accrued losses in the amount of $870,878 during the year ended December 31, 2023

Medical revenue operating loss in 2023 was $ 529,569 , as compared to the prior year's operating income of $ 2,588,830 , primarily due to decreased testing samples being collected at our COVID- 19 laboratory at LAX airport, partially offset by costs incurred during 2023 for future developments.

Development operating loss in 2023 is related to operating expenses incurred for certain development projects that were started in 2022 and currently being developed for future use.

No revenue has been generated by our development segment in 2023 to offset these operating expenses.

Corporate and support operating loss increased in 2023 , as compared to the prior year, and such increase is primarily due to increased overhead costs in public expenses related to SEC compliance and legal costs, increased payroll due to additional head count in SG Echo and stock compensation in order to retain key employees, increases in IT support and increase in insurance expenses to support our various operations.

In addition, an impairment loss of $3,062,000 was recorded for the year ended December 31, 2023.

Construction services operating loss in 2024 was $ 319,481 as compared to the prior year's operating loss of $ 2,721,899 , primarily due to an increase in the number of projects which resulted in a loss during 2023 , and the limited number of projects during 2024 .

Medical revenue operating loss in 2024 was $ 104,174 , as compared to the prior year's operating loss of $ 529,569 , primarily due to decreased expenses recognized during 2024 .

Corporate and support operating loss increased in 2024 , as compared to the prior year, and such increase is primarily due to increased overhead costs in public expenses related to SEC compliance and legal costs, increases in IT support and increase in insurance expenses to support our various operations.

In addition, an impairment loss of $ 5,976,445 was recorded for the year ended December 31, 2023 compared to an impairment loss of $ 1,015,304 recorded for the year ended December 31, 2024.

Other Income (Expense)

Interest income for the year ended December 31, 2023 was $119 mainly derived from bank interest.

There was $ 73,821 of interest income for the year ended December 31, 2022 .

Interest income was $ 119 for the year ended December 31, 2023.

Other income for the year ended December 31, 2024 and 2023 was $ 106,043 and $ 622,096 , respectively.

Other income during 2023 primarily related to a legal settlement in the amount of $ 450,000 .

Other income during 2024 primarily related to miscellaneous income.

Interest expense for the year ended December 31, 2024 and 2023 was $ 3,127,179 and $ 1,430,372 respectively.

The increase in interest expense resulted from additional notes payable entered into during 2024 .

Loss on asset disposal for the year ended December 31, 2022 was $ 25,265 .

Loss on sales of equity investments for the year ended December 31, 2024 was $ 320,408 .

Additionally, during the year ended December 31, 2024 we recognized $ 6,616,201 of change in fair value of our equity investments.

Income Tax Provision

4 unchanged sentences

As of December 31, 2024 and December 31, 2023 , we had an aggregate of $ 375,873 and $ 14,212 , respectively, of cash and cash equivalents.

To date, we have financed our operations from revenue generated from operations and sales of our equity and to a lesser extent debt financing.

To date, we have financed our operations from revenue generated from operations, sales of our equity and debt financing.

As of December 31, 2024 , our stockholders’ equity (deficit) was $( 12,460,308 ) compared to $ ( 6,334,859 ) as of December 31, 2023 .

5 unchanged sentences

If there is a shortfall, we will be forced to reduce operating expenses, among other steps, all of which would have a material adverse effect on our operations going forward.

On December 15, 2023, Mr.

Galvin voluntarily deferred his salary for the December 15, 2023 and December 31, 2023 pay periods as a cost saving measure.

In addition, on December 14, 2023, Mr.

Galvin loaned $75,000 to the Company.

The loan will be interest free (subject, however to any interest which may be imputed under applicable income tax laws) and is due and payable by December 14, 2024.

In addition, we have issued various types of debt to provide funds for operations as set forth below.

6 unchanged sentences

If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations, take advantage of strategic opportunities, or otherwise respond to competitive pressures will be significantly limited.

While the Debenture is outstanding, we are prohibited from entering into any variable rate transactions and from incurring or suffering to exist debt other than certain specified permitted debt.

Any of the above limitations could force us to significantly curtail or cease our operations.

These circumstances have raised substantial doubt about our ability to continue as a going concern, and continued cash losses may risk our status as a going concern.

2 unchanged sentences

October 2021 Registered Direct Offering

In October 2021, we completed a registered direct offering and concurrent private offering pursuant to which we sold an aggregate of 975,000 shares of common stock (48,750 as adjusted for the May Stock Split) and pre-funded warrants to purchase up to 2,189,384 shares of Common Stock (109,469 as adjusted for the May Stock Split) and warrants to purchase 1,898,630 shares of Common Stock (94,932 as adjusted for the May Stock Split) which resulted in net proceeds of approximately $10,488,000 after deducting underwriting commission and other expenses related to the offering.

February 2023 Offering

On February 7, 2023, we closed a private placement offering (the “Offering”) of One Million One Hundred Thousand Dollars ($1,100,000.00) in principal amount of the Company’s 8% convertible debenture (the “Debenture”) and a warrant (the “Warrant”) to purchase up to Five Hundred Thousand (500,000) shares of our common stock (25,000 as adjusted for the May Stock Split) , to Peak One Opportunity Fund, L.P.

(“Peak One”).

Pursuant to a Securities Purchase Agreement, dated February 7, 2023 (the “Purchase Agreement”), the Debenture was sold to Peak One for a purchase price of $1,000,000, representing an original issue discount of ten percent (10%).

In connection with the offering the Company paid $15,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs incurred in connection with the transactions contemplated by the Purchase Agreement and issued 50,000 shares of its restricted common stock (the “Commitment Shares”) (2,500 as adjusted for the May Stock Split) to Peak One Investments, LLC (“Investments”), the general partner of Peak One.

The Debenture matures twelve months from its date of issuance and bear interest at a rate of 8 % per annum payable on the maturity date.

The Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of the Company equal to the principal amount of the Debenture plus all accrued and unpaid interest at a conversion price equal to $ 1.50 (the “Conversion Price”) ($30.00 as adjusted for the May Stock Split) , subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events and in the event the Company, at any time while the Debenture is outstanding, issues, sells or grants any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues common stock or other securities convertible into, exercisable for, or otherwise entitle any person the right to acquire, shares of common stock, other than with respect to an Exempt Issuance (as defined in the Debenture), at an effective price per share that is lower than the then Conversion Price.

In the event of any such anti-dilutive event, the Conversion Price will be reduced at the option of the holder to such lower effective price of the dilutive event, subject to a floor price of $ 0.40 per share, unless and until the Company obtains shareholder approval for any issuance below such floor price.

Cedar Cash Advances

On May 16, 2023, SG Building entered into a cash advance agreement with Cedar Advance LLC (“Cedar”) pursuant to which SG Building sold to Cedar $710,500 of its future receivables for a purchase price of $500,000.

Cedar is expected to withdraw $25,375 a week directly from SG Building, until the $710,500 due to Cedar is paid in full.

In the event of a default (as defined in the cash advance agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the cash advance agreement.

SG Building’s obligations under the cash advance agreement have been guaranteed by SG Echo.

On September 26, 2023, SG Building and Cedar entered into a second cash advance agreement pursuant to which SG Building sold to Cedar $1,171,500 of its future receivables for a purchase price of $825,000, less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $504,625.

Cedar is expected to withdraw $41,800 a week directly from SG Building, until the $1,171,500 due to Cedar is paid in full.

In the event of a default (as defined in the cash advance agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the cash advance agreement.

SG Building’s obligations under the cash advance agreement have been guaranteed by SG Echo.

On November 20, 2023, SG Building entered into a third cash advance agreement with Cedar pursuant to which SG Building sold to Cedar $511,200 of its future receivables for a purchase price of $360,000, less underwriting fees and expenses paid, for net funds provided of $342,200.

Cedar is expected to withdraw $20,300 a week directly from SG Building’s bank account until the $511,200 due to Cedar under the cash advance agreement is paid.

In the event of a default (as defined in the cash advance agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement.

SG Building ’s obligations under the cash advance agreement have been guaranteed by SG Echo.

On January 29, 2024, SG Building and Cedar entered into a fourth cash advance agreement pursuant to which SG Building sold to Cedar $1,733,420 of its future receivables for a purchase price of $1,180,000, less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $215,575.

Cedar is expected to withdraw $49,150 a week directly from SG Building, until the $1,733,420 due to Cedar is paid in full.

In the event of a default (as defined in the cash advance agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the cash advance agreement.

SG Building’s obligations under the cash advance agreement have been guaranteed by SG Echo.

January Cash Advance Agreement

On January 5, 2024, SG Building and SG Echo (collectively, the “Merchants”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Maison Capital Group (“Maison”) pursuant to which the Merchants sold to Maison $300,000 of their future receivables for a purchase price of $200,000, less underwriting fees and expenses paid, for net funds provided of $190,000.

Pursuant to the Cash Advance Agreement, Maison is expected to withdraw $12,500 a week directly from the Merchants’ bank account until the $300,000 due to Maison under the Cash Advance Agreement is paid.

In the event of a default (as defined in the Cash Advance Agreement), Maison, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement.

The Merchants’ obligations under the Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them.

In addition, SG Building’s obligations under the Cash Advance Agreement have been guaranteed by SG Echo, and SG Echo’s obligations under the Cash Advance Agreement have been guaranteed by SG Building.

The amounts outstanding under the Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.

O n January 5, 2024, SG Building and SG Echo (together with SG Building, the “Merchants”) entered into a Cash Advance Agreement (the “January Cash Advance Agreement”) with Maison Capital Group (“Maison”) pursuant to which the Merchants sold to Maison $ 300,000 of their future receivables for a purchase price of $ 200,000 , less underwriting fees and expenses paid, for net funds provided of $ 190,000 .

Pursuant to the January Cash Advance Agreement, Maison is expected to withdraw $ 12,500 a week directly from the Merchants until the $ 300,000 due to Maison under the January Cash Advance Agreement is paid in full.

In the event of a default (as defined in the January Cash Advance Agreement), Maison, among other remedies, can demand payment in full of all amounts remaining due under the January Cash Advance Agreement.

The Merchants’ obligations under the January Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them.

In addition, SG Building’s obligations under the January Cash Advance Agreement have been guaranteed by SG Echo, and SG Echo’s obligations under the January Cash Advance Agreement have been guaranteed by SG Building Blocks.

The amounts outstanding under the January Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.

On January 29, 2024, SG Building entered into a Cash Advance Agreement (the “Fourth Cash Advance Agreement” and, together with the Cash Advance Agreement, the Second Cash Advance Agreement and the Third Cash Advance Agreement, the “Cedar Cash Advance Agreements”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building sold to Cedar $ 1,733,420 of its future receivables for a purchase price of $ 1,180,000 , less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $ 215,575 .

Pursuant to the Fourth Cash Advance Agreement, Cedar is expected to withdraw $ 49,150 a week directly from SG Building until the $ 1,733,420 due to Cedar under the Fourth Cash Advance Agreement is paid in full.

In the event of a default (as defined in the Fourth Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Fourth Cash Advance Agreement.

SG Building’s obligations under the Fourth Cash Advance Agreement have been guaranteed by SG Echo.

As of December 31, 2024 there was no outstanding balance on this advance.

On February 23, 2024, the Merchants entered into a Cash Advance Agreement (“February Cash Advance Agreement”) with Bridgecap Advance LLC (“Bridgecap”) pursuant to which the Merchants sold to Bridgecap $ 224,850 of their future receivables for a purchase price of $ 150,000 , less underwriting fees and expenses paid, for net funds provided of $ 135,000 .

Pursuant to the February Cash Advance Agreement, Bridgecap is expected to withdraw $ 2,248.50 a day directly from the Merchants until the $ 224,850 due to Bridgecap under the February Cash Advance Agreement is paid in full.

In the event of a default (as defined in the February Cash Advance Agreement), Bridgecap, among other remedies (including penalties and fees) can demand payment in full of all amounts remaining due under the February Cash Advance Agreement.

The Merchants’ obligations under the February Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, other receivables, and proceeds therefrom, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them.

The amounts outstanding under the February Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.

As of December 31, 2024 there was no outstanding balance on this advance.

On July 31, 2024, SG Building entered into a Cash Advance Agreement (the “July Cash Advance Agreement”) with Cedar pursuant to which SG Building sold to Cedar $ 1,957,150 of its future receivables for a purchase price of $ 1,350,000 , less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $ 285,180 , which are net of repayment of prior Cedar Cash Advance Agreements

Pursuant to the July Cash Advance Agreement, Cedar is expected to withdraw $ 49,150 a week directly from SG Building until the $ 1,957,150 due to Cedar under the July Cash Advance Agreement is paid in full.

In the event of a default (as defined in the July Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the July Cash Advance Agreement.

SG Building’s obligations under the July Cash Advance Agreement have been guaranteed by SG Echo.

As of December 31, 2024 the principal balance on this advance was $ 1,059,983 .

On August 27, 2024, SG Building entered into a Cash Advance Agreement (the “Pawn Cash Advance Agreement”) with Pawn Funding (“Pawn”) pursuant to which SG Building sold to Pawn $ 599,600 of its future receivables for a purchase price of $ 400,000 , less underwriting fees and expenses paid and the repayment of prior amounts due Pawn, for net funds provided of $ 360,000 .

Pursuant to the Pawn Cash Advance Agreement, Pawn is expected to withdraw $ 4,999.67 a week directly from SG Building until the $ 599,600 due to Pawn is paid in full.

In the event of a default (as defined in the Pawn Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Pawn Cash Advance Agreement.

As of December 31, 2024 the principal balance on this advance was $ 249,833 .

On December 17, 2024, SG Building entered into a Cash Advance Agreement (the “December Cash Advance Agreement”) with Cedar pursuant to which SG Building sold to Cedar $ 194,500 of its future receivables for a purchase price of $ 138,000 , less underwriting fees and expenses paid, for net funds provided of $ 125,000 .

Pursuant to the Cedar Cash Advance Agreement, Cedar is expected to withdraw $ 4,900 a week directly from SG Building until the $ 194,500 due to Cedar is paid in full.

In the event of a default (as defined in the Cedar Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement.

As of December 31, 2024 the principal balance on this advance was $ 131,047 .

On December 24, 2024, SG Building entered into a Cash Advance Agreement (the “December Cash Advance Agreement”) with Cedar ”) pursuant to which SG Building sold to Cedar $ 203,000 of its future receivables for a purchase price of $ 140,000 , less underwriting fees and expenses paid, for net funds provided of $ 126,000 .

Pursuant to the Cedar Cash Advance Agreement, Cedar is expected to withdraw $ 5,000 a week directly from SG Building until the $203,000 due to Cedar is paid in full.

As of December 31, 2024 the principal balance on this advance was $ 140,000 .

Southstar Factoring Agreement

18 unchanged sentences

Pursuant to a Cross-Default and Cross Collateralization Agreement (the “Cross Default Agreement”), effective June 8, 2023, between SouthStar, SG Echo and us, SG Echo’s obligations under the Secured Note and Factoring Agreement are cross-defaulted and cross-collateralized such that any event of default under the Secured Note shall constitute an event of default under the Factoring Agreement at SouthStar’s election (and vice versa, any event of default under the Factoring Agreement shall constitute an event of default under the Secured Note at SouthStar’s election) and any collateral pledged to secure SG Echo’s obligations under the Secured Note shall also secure SG Echo’s obligations under the Factoring Agreement (and vice versa).

BCV Loan Agreement

On June 23 2023, SG DevCorp, entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, of which it initially received $1,250,000.

The BCV Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on December 1, 2024.

The loan may be repaid by SG DevCorp at any anytime following the twelve-month anniversary of its issue date.

The loan is secured by 1,999,999 of our shares of SG DevCorp’s common stock (the “Pledged Shares”), which were pledged pursuant to an escrow agreement (the “Escrow Agreement”) with American Stock Transfer & Trust Company, LLC n/k/a Equiniti Trust Company, LLC, SG DevCorp’s transfer agent.

The fees associated with the issuance include $70,000 paid to BCV S&G for the creation of the BCV Loan Agreement and $27,500 payable to BCV S&G per annum for maintaining the BCV Loan Agreement.

Additionally, $37,500 in broker fees was paid to Bridgeline Capital Partners S.A.

on the principal amount raised of $1,250,000.

The BCV Loan Agreement further provided that if SG DevCorp’s shares of common stock were not listed on The Nasdaq Stock Market before August 30, 2023 or if following such listing the total market value of the Pledged Shares fell below twice the face value of the loan, the loan would be further secured by SG DevCorp’s St.

Mary’s industrial site, consisting of 29.66 acres and a proposed manufacturing facility in St.

Mary’s, Georgia (the “St.

Mary’s Site”).

On August 16, 2023, SG DevCorp secured an additional $500,000 in bridge funding from BCV S&G under the BCV Loan Agreement.

On August 25, 2023, SG DevCorp and BCV S&G amended the BCV Loan Agreement (“Amendment No.

1”) to change the date upon which SG DevCorp’s shares were required to be listed on The Nasdaq Stock Market from August 30, 2023 to September 15, 2023.

According to Amendment No.

1, if SG DevCorp’s shares of common stock were not listed on The Nasdaq Stock Market before September 15, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St.

On September 11, 2023, SG DevCorp and BCV S&G amended the BCV Loan Agreement (“Amendment No.

2”) to change the date upon which SG DevCorp’s shares were required to be listed on The Nasdaq Stock Market from September 15, 2023 to September 30, 2023.

According to Amendment No.

2, if SG DevCorp’s shares of common stock were not listed on The Nasdaq Stock Market before September 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St.

Following the listing, the total market value of the Pledged Shares has fallen below twice the face value of the loan and SG DevCorp and BCV S&G are in discussions regarding alternatives, if any.

February Cash Advances

4 unchanged sentences

The amounts outstanding under the Third Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.

On March 5, 2024, the we issued a Promissory Note (“Note”) in favor of 1800 Diagonal Lending LLC (the “Lender”) in the aggregate principal amount of $149,500 (the “Principal”), and an accompanying Securities Purchase Agreement, dated March 5, 2024 (the “SPA”).

On March 5, 2024, we issued a Promissory Note (“Note”) in favor of 1800 Diagonal Lending LLC (the “Lender”) in the aggregate principal amount of $ 149,500 (the “Principal”), and an accompanying Securities Purchase Agreement, dated March 5, 2024 (the “SPA”).

The Note was purchased by the Lender for a purchase price of $ 130,000 , representing an original issue discount of $ 19,500 .

21 unchanged sentences

Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital.

Cash used in operating activities increased by approximately $1,092,821 primarily due to a decrease in working capital due in part to decreases in accounts payable with the additions of operations of new entities, SG DevCorp.

and SG Echo, from the corresponding period of the prior years.

In addition, we had an increase of approximately $411,787 in stock-based compensation and an increase in the overall net loss of approximately $18,475,379, during the year ended December 31, 2023 compared to the year ended December 31, 2022 .

The December 31, 2023 amount is due to a net loss of $26,757,906, adjusted by depreciation expense of $370,525, amortization of intangible assets of $187,640, impairment of $3,189,877, bad debt expense of $491,388, amortization of deferred license costs of $40,785, amortization of debt issuance costs of $994,923, SG DevCorp issuances of $684,438, amortization of right-of-use asset of $2,433,865, plus common stock issued for services of $653,575, stock-based compensation of $3,210,631, and a decrease in accounts receivable of $606,315, contract assets of $25,639, inventories of $309,048, prepaid expenses and other current assets of $96,432,;

added by increase in liability of $5,761,194 of accounts payable and accrued expenses, contract liabilities of $1,057,422 less decrease in other current liability of $5,795 and lease liability of $2,859,852.

Investing activities used net cash of $ 864,817 during the year ended December 31, 2023 , and $ 3,853,298 during the year ended December 31, 2022 .

Cash used in operating activities increased by approximately $ 4,163,738 primarily due to a decrease in working capital due in part to decreases in accounts payable with the addition of operations of new entity, SG Echo, from the corresponding period of the prior years.

In addition, we had a decrease of approximately $ 2,016,052 in stock-based compensation and a decrease in the overall net loss of approximately $ 5,462,977 , during the year ended December 31, 2024 compared to the year ended December 31, 2023 .

The December 31, 2024 amount is due to a net loss of $ 16,979,682 , adjusted by depreciation expense of $ 513,125 , amortization of intangible assets of $ 13,668 , impairment of $ 1,566,806 , write off of project development costs of $ 266,129 , amortization of deferred license costs of $ 30,589 , amortization of debt issuance costs of $ 676,819 , gain on deconsolidation of $ 4,637,013 , increase of right-of-use asset of $ 971,833 , plus change in fair value of equity method investment of $ 6,616,201 , loss on sale of equity method investment $ 320,408 , stock-based compensation of $ 1,194,597 , and a decrease in accounts receivable of $ 77,274 , contract assets of $ 8,209 , inventories of $ 314,956 , prepaid expenses and other current assets of $ 136,194 ,;

added by increase in liability of $ 1,300,172 of accounts payable and accrued expenses, intangible assets of $ 23,920 less decrease of contract liabilities of $ 770,916 and lease liability of $ 1,338,557 .

Additionally, during the year ending December 31, 2024 there was $1,594 net cash used in discontinued operations.

Investing activities received net cash of $ 6,702 during the year ended December 31, 2024 , and $ 864,817 during the year ended December 31, 2023 .

Cash used in investing activities decreased by $ 871,520 from the corresponding period of the prior year.

The December 31, 2023 amount is due to $608,004 purchase of property, plant and equipment, $120,781 project development costs, purchase of intangible assets of $93,970 and $42,662 investment in and advances to equity affiliates.

The December 31, 2024 amount is due to $ 13,946 purchase of fixed assets, $ 125,000 received from sale of equity investment, and $ 104,352 used in discontinued operations

Financing activities provided net cash of $ 11,253,714 during the year ended December 31, 2024 , and provided net cash of $ 7,031,990 during the year ended December 31, 2023 .

Cash provided by financing activities increased by approximately $ 4,221,724 .

December 31, 2023 amount is due to $9,639,640 proceeds from short-term note payable, $780,812 proceeds from long-term notes payable, less $3,704,129 payment of short-term notes payable, $394,735 from the issuance of common stock, $46,417 distribution paid to non-controlling interest, and $42,716 repurchase of common stock.

We provide services to our construction customers in three separate phases:

the design phase, the architectural and engineering phase and the construction phase.

Each phase is independent of the other, but builds through a progression of concept through delivery of a completed structure.

These phases may be embodied in a single contract or in separate contracts, which is typical of a design build process model.

As of December 31, 2023 , we had 7 projects tota ling $2,578,882 in backlog revenue.

December 31, 2024 amount is due to $ 7,273,044 proceeds from short-term note payable, $ 2,104,868 proceeds from inducement agreement, less $ 5,834,000 payment of short-term notes payable, $ 3,590,386 from the issuance of common stock, $ 125 from warrant exercise, $ 28,867 related to peak put, and $ 3,596,211 provided by discontinued operations.

Backlog may fluctuate significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as revenue.

48 unchanged sentences

For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time.

We entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”).

Revenue from the activities of the JV is related to clinical testing services and is recognized when services have been rendered, which is at a point in time.

In addition, we formed Chicago Airport Testing, LLC which collects rental revenue.

For the years ended December 31, 2023 and 2022 , the Company recognized approximately $ 0 million and $ 11.6 million, respectively, related to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations.

We acquired a 10 % non-dilutable equity interest for JDI-Cumberland Inlet, LLC and acquired a 50 % membership interest in Norman Berry II Owner LLC in the second quarter of 2021 .

We have determined we are not the primary beneficiary and thus will not consolidate the activities on the consolidated financial statements.

We will use the equity method to report the activities as an investment in on our consolidated financial statements.

Goodwill represents the excess of reorganization value over the fair value of identified net assets upon emergence from bankruptcy.

3 unchanged sentences

In addition, included in intangible assets is $ 68,344 of trademarks, and $ 238,422 of website costs that are being amortized over 5 years.

We evaluated intangible assets for impairment during the year ended December 31, 2023 , and determined that there are $1,880,547 worth of impairment losses.

The Company evaluated intangible assets for impairment during the years ended December 31, 2024 and 2023 and determined that there are $ 0 of impairment loss for the year ended December 31, 2024 and $ 1,880,547 impairment loss for the year ended December 31, 2023.

The accumulated amortization and amortization expense as of and for the year ended December 31, 2024 was $ 63,392 and $ 44,256 , respectively.

The accumulated amortization and amortization expense for the years ended December 31, 2023 was $ 2,852,929 and $ 187,640 respectively.

New Accounting Pronouncements

See Note 3 to the accompanying consolidated financial statements for all recently adopted and new accounting pronouncements.

See Note 3 to the accompanying consolidated fin ancial statements for all recently adopted and new accounting pronouncements.

Non-GAAP Financial Information

20 unchanged sentences

December 31, 2023

Net loss attributable to common stockholders of Safe & Green Holdings Corp.

Net loss attributable to common stockholders

Addback interest expense

2 unchanged sentences

EBITDA (non-GAAP)

Addback loss on asset disposal

Common stock deemed dividend

Gain on deconsolidation – SG DevCorp

Loss on disposition of equity-based investments

Change in fair value of equity-based investments

Addback litigation expense

3 unchanged sentences

Not applicable.

Financial Statements and Supplementary Data.

Our financial statements and the notes thereto, together with the reports of our registered public accounting firm appear beginning on page F- 1 of this Annual Report.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

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 7. Management’s Discussion and Analysis