What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-04-01 compared with 2024-05-07 · 966 added, 722 removed, 1914 unchanged (47% of the section changed)

2 unchanged sentences

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, carried out an evaluation of the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13 a- 15 (e) or 15 d- 15 (e)) as of the end of the period covered by this Annual Report (the “Evaluation Date”).

Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Principal Executive Officer and the Principal Financial Officer believe that the consolidated financial statements and other information contained in this Annual Report present fairly, in all material respects, our business, financial condition and results of operations.

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During the fourth quarter of 2023, we determined that our internal controls were not effective based upon the criteria discussed above.

Other Information.

During the three months ended December 31, 2023, no director or officer of the Company a dopt ed or terminated a “Rule 10b5-1 trading arrangement” or “nonRule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

None of our directors or officers (as defined in Rule 16 a- 1 (f) of the Exchange Act) adopted or terminated a Rule 10 b 5 - 1 trading plan or arrangement or a non-Rule 10 b 5 - 1 trading plan or arrangement, as defined in Item 408 (c) of Regulation S-K, during the three months ended December 31, 2024 covered by this Annual Report.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Served as an Officer and/or Director Since

Chairman of the Board and Chief Executive

Former Chairman of the Board and Former Chief Executive Officer

November 2011

Michael McLaren

Chief Executive Officer

Jim Pendergast

Chief Operating Officer

Patricia Kaelin

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November 2011

David Villarreal

Hawkins ( 1 )( 3 )( 6 )

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Lead Independent Director.

Galvin was appointed as a director and the Company’s Chief Executive Officer upon consummation of the reverse merger among CDSI Holdings Inc., CDSI Merger Sub, Inc., the Company, and certain stockholders of the Company on November 4, 2011 (the “Merger”).

Galvin is a founder of Safe & Green, LLC, the predecessor entity of the Company.

He has served as the Chief Executive Officer of the Company since April 2009 and as a director of the Company since January 2007.

Galvin has been a managing member of TAG Partners, LLC (“TAG”), an investment partnership formed for the purpose of investing in the Company, since October 2007.

Galvin brings over 30 years of experience developing and managing real estate, including residential condominiums, luxury sales and market rate and affordable rental projects.

Prior to his involvement in real estate, he founded a non-profit organization that focused on public health, housing and child survival, where he served for over a decade in a leadership position.

During that period, Mr.

Galvin designed, developed and managed emergency food and shelter programs through New York City’s Human Resources Administration and other federal and state entities.

From November 2005 to June 2007, Mr.

Galvin was Chief Operating Officer of a subsidiary of Yucaipa Investments, where he worked with religious institutions that needed to monetize underperforming assets.

While there, he designed and managed systems that produced highest and best use analyses for hundreds of religious assets and used them to acquire and re-develop properties across the U.S.

Galvin holds a Bachelor of Science in Accounting from LeMoyne College and a Master’s Degree in Social Policy from Fordham University.

He was formerly an adjunct professor at Fordham University’s Graduate School of Welfare.

Galvin previously served for 10 years on the Sisters of Charity Healthcare System Advisory Board and six years on the board of SentiCare, Inc.

In 2011 , the Council of Churches of New York recognized Mr.

Galvin with an Outstanding Business Leadership Award.

We selected Mr.

Galvin to serve on our Board because he brings extensive knowledge of the real estate and finance industries and managements experience.

Galvin’s pertinent experience, qualifications, attributes and skills include his expertise in real estate development and management and finance.

Michael McLaren , brings more than 30 years of leadership experience in the energy industry, including significant contributions to military and energy projects, field services, and mergers and acquisitions.

He is the founder and CEO of Olenox Ltd., where he has led innovative energy solutions and is the developer and patent holder of Olenox technology.

McLaren earned a Master’s Degree in Science and a Master’s Degree in Business from the University of British Columbia.

McLaren wrote, together with Dr.

Olev Trass, several publications on Selective Oil Agglomeration for Ecological Benefits, Coal Water Oil Fuel (CWF), and the preparation of various fuels for clean coal energy.

He currently serves as CEO & Founding Shareholder of Olenox Ltd.

He also has extensive experience in operating E&P companies, Field service and negotiating M&A opportunities.

Patricia Kaelin is a member of the AICPA with more than 25 years of financial leadership, strategic planning, and public company experience.

Patricia Kaelin was appointed Chief Financial Officer on May 1, 2023.

Kaelin is a member of the AICPA with more than 25 years of financial leadership, strategic planning, and public company experience.

She has served as Chief Financial Officer for public and privately held companies and has extensive experience in the construction, real estate, manufacturing and healthcare industries.

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Kaelin holds a Bachelor’s degree in Business Administration and Accounting from California State University, Fullerton and has served on multiple boards for children’s charities and a telehealth company.

Jim Pendergast , brings over 25 years of leadership in corporate operations, having served as CEO, CFO, and COO across public and private companies in the energy, construction, manufacturing, and agricultural sectors.

He has expertise in mergers and acquisitions, corporate restructuring, and equity and debt financing.

His previous roles include COO at MGO Systems Ltd., where he oversaw more than 50 construction projects during his time there, and CEO/CFO at Paramount Structures Inc., leading its acquisition and financial restructuring.

As CEO of FP Genetics Inc., he refocused the company on profitable growth.

Earlier, at Agrium Inc., he managed large-scale business development projects and represented the company to investors.

He has also served on the boards of several companies, providing leadership in corporate governance, strategic planning, and financial management.

He holds an MBA in International Business and Finance from McMaster University and a BA (Honors) in Political Studies and Economics from Queen’s University.

Christopher Melton was appointed as a director of the Company upon consummation of the Merger on November 4, 2011.

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Melton’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his real estate investment and development activities.

David Villarreal was appointed as a director of the Company on May 28, 2021.

Villarreal has served as the President and Chief Executive Officer of SG DevCorp since February 3, 2023.

Villarreal was appointed as a director of SG DevCorp effective April 11, 2023.

Villarreal’s career spans over 40 years in various management, business and leadership capacities, beginning in 1977 when he served as Deputy Mayor and Senior Deputy Economic Development Advisor, under Mayor Tom Bradley in the City of Los Angeles.

From August 2014 until March 2023, Mr.

Villarreal served as the Chief Administrative Officer of Affinity Partnerships, LLC, a Costco national mortgage services platform provider, with annual closed loan production of $8+ billion through a network of ten national mortgage lenders.

From March 2011 to August 2014, he served as the President -Corporate Business Development, of Prime Source Mortgage, Inc.

From September 2008 to September 2012, he served as a Consultant to the International Brotherhood of Teamsters.

We selected Mr.

Villarreal to serve on our Board because he brings extensive knowledge of mortgage and real estate industry.

Villarreal’s pertinent experience, qualifications, attributes and skills include financial literacy and expertise, managerial experience and the knowledge and experience he has attained through his real estate investment activities.

Shafron Hawkins was appointed as a director of the Company in December of 2022 .

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Meharey served as the Director of kathy ireland Weddings and Resorts, where he managed a portfolio of properties in excess of $ 40 million dollars.

In 2004 , Mr.

Meharey founded a general contracting business in Hawaii, where he managed projects ranging from modest homes to multi-million dollar estates.

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The Board understands that the right Board leadership structure may vary depending on the circumstances, and our independent directors periodically assess these roles and the Board leadership to ensure the leadership structure best serves the interests of the Company and stockholders.

Galvin currently holds the Chairman and Chief Executive Officer roles.

McLaren currently holds the Chairman and Chief Executive Officer roles.

Melton currently serves as the Lead Independent Director appointed by the majority of the Board.

Villarreal served as our Lead Independent Director until February 2023 when he was appointed President and Chief Executive Officer of SG DevCorp.

and was no longer independent.

The responsibilities of the Lead Independent Director include, among others:

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and (vi) serving as liaison for consultation and communication with stockholders.

We believe the current leadership structure, with combined Chairman and Chief Executive Officer roles and a Lead Independent Director, best serves the Company and its stockholders at this time.

Galvin possesses detailed and in-depth knowledge of the Company and the industry and the issues, opportunities and challenges we face, and is best positioned to ensure the most critical business issues are brought for consideration by the Board.

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Any substantive amendment of the Code of Business Conduct and Ethics, and any waiver of the Code of Business Conduct and Ethics for executive officers or directors, will be made only after approval by the Board or a committee of the Board and will be disclosed on our website.

Insider Trading Policy

We have adopted an insider trading policy , governing the purchase, sale and other transactions in our securities that applies to our directors, executive officers, employees, and other covered persons, including immediate family members and entities controlled by any of the foregoing persons, as well as by the Company itself.

The insider trading policy prohibits, among other things, insider trading and certain speculative transactions in our securities (including short sales, buying put and selling call options and other hedging or derivative transactions in our securities) and establishes a regular blackout period schedule during which directors, executive officers, employees, and other covered persons may not trade in our securities, as well as certain pre-clearance procedures that directors and executive officers must observe prior to effecting any transaction in our securities.

We believe that the insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us.

A copy of the insider trading policy is filed as Exhibit 19.1 to this Form 10-K.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Delinquent Section 16 ( a) Reports.

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We have reviewed all forms filed electronically with the SEC during, and with respect to, fiscal 2024 .

Based on that review and written information given to us by all of our directors and executive officers, we believe that all of our directors, executive officers and holders of more than 10% of our stock filed on a timely basis all reports that they were required to file under Section 16(a) during fiscal 2023, except the following.

John Shaw-Form 3 filed March 28, 2023 for 11 transactions

John Shaw-Form 4 filed 4-27-23 for 2 transactions

John Shaw -Form 4 filed 8-31-23 for 5 transactions

Pual Galvin-Form 4 filed 5-10-23 for 30 transactions

Pual Galvin -Form 4 filed 5-10-23 for 19 transactions

William Rogers-Form 4 filed 5-10-23 for 25 transactions

Based on that review and written information given to us by all of our directors and executive officers, we believe that all of our directors, executive officers and holders of more than 10 % of our stock filed on a timely basis all reports that they were required to file under Section 16 (a) during fiscal 2024 , except the Form 4 filed by the Company on April 3, 2024 and a Form 4 by Paul Galvin on July 12, 2024.

Executive Compensation.

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Our executive officers named in the Summary Compensation Table below are referred to herein as the “named executive officers.” These named executive officers are:

Galvin, Chairman and Chief Executive Officer

Galvin, Former Chairman and Former Chief Executive Officer

Patricia Kaelin, Chief Financial Officer

William Rogers, Former Chief Operating Officer

Summary Compensation Table

Jim Pendergast, Chief Operating Officer

Summary Compens ation Table

The following table sets forth all compensation awarded to, paid to or earned by the following named executive officers for the fiscal years ended December 31, 2024 and 2023 :

Name and Principal Position

572,917 ( 3 )

Chairman and Chief Executive Officer

Former Chairman and Former Chief Executive Officer

Patricia Kaelin,

200,000 ( 4 )

Chief Financial Officer ( 3 )

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For 2024 , all other compensation consisted of:

Galvin — $ 1,650 is cell phone and $ 9,600 auto allowance;

Kaelin — $ 1,000 cell phone;

Rogers — $ 1,500 cell phone, $ 4,000 401 K match and $ 75,000 was accrued pursuant to the Release Agreement.

See “ —Employment Agreements.”

During 2023 , Mr.

Galvin earned salary compensation of $ 572,917 , for his duties as Chairman and Chief Executive.

Galvin voluntarily deferred $ 62,500 of his salary compensation during 2023 .

The Compensation Committee has recommended and the Board has approved 2023 bonuses of $ 350,000 for Mr.

Galvin and $ 100,000 for Ms.

Kaelin to be paid in cash, equity or a combination of cash and equity.

Such amounts have not been included in the above table.

Galvin — $ 6,400 auto allowance;

Kaelin — $ 6,492 in paid health benefits.

Kaelin was appointed Chief Financial Officer of the Company on May 1, 2023.

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Bonus Payments

Bonuses were accrued in 2022 for Mr.

Galvin for $ 50,000 and Mr.

Rogers for $ 60,000 .

Galvin was paid $ 50,000 of his 2022 bonus during 2022 .

On September 26, 2023 the Compensation Committee approved a cash bonus of $ 35,100 be paid to Mr.

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During 2023 and 2024 , we granted restricted stock unit awards to our key employees, including our named executive officers, as the long-term incentive component of our compensation program.

On November 3, 2022, the Compensation Committee granted Mr.

Galvin an award of 250,000 restricted stock units (RSUs) (12,500 as adjusted for the May Stock Split) under our stock incentive plan, vesting quarterly over two years.

On April 4, 2023, Mr.

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Rogers for a portion of the taxes paid by them in respect of the accelerated vesting.

The Board approves with the recommendation of the Compensation Committee to grant equity awards based on performance.

The Board has not established policies and practices (whether written or otherwise) regarding the timing of option grants or other awards in relation to the release of material nonpublic information (“MNPI”) and does not take MNPI into account when determining the timing and terms of stock option or other equity awards to executive officers.

The Company does not time the disclosure of MNPI, whether positive or negative, for the purpose of affecting the value of executive compensation.

Employment Agreements

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All other terms of the employment agreement remain in full force and effect.

As of December 31, 2024, Mr.

Galvin is no longer the Company’s Chief Executive Officer and Chairman of the Board of the Company.

Patricia Kaelin.

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Fees Earned or

Yaniv Blumenfeld ( 3 )

Thomas Meharey ( 3 )

Christopher Melton

Vanessa Villaverde ( 5 )

Jill Anderson ( 4 )

Elizabeth Cormier-May(7)

David Villarreal ( 5 )

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Amounts to be paid in equity in 2024 related to 2023 compensation as described in ” – Compensation Program” are not included in this table.

Melton received 192,351 options, Mr.

Meharey received 75,433 RSUs, Ms.

Hawkins received 186,694 options, Ms.

Anderson received 42,259 options and 93,347 RSUs, and Mr.

Villarreal received 181,036 RSUs.

Blumenfeld resigned as a Board member effective as of April 28, 2023.

Meharey joined the Board in October 2023.

Villaverde joined the Board in August 2023 and resigned as a Board member effective as of December 31, 2023.

Anderson joined the Board in August 2023.

Cormier-May resigned as a Board member on September 22, 2023.

This table does not include amounts paid to Mr.

Villarreal in 2023 by SG DevCorp for his services as Chief Executive Officer of SG DevCorp.

Villarreal, a former director, in 2023 by SG DevCorp for his services as Chief Executive Officer of SG DevCorp

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Unless otherwise indicated the mailing address of each of the stockholders below is c/o Safe & Green Holdings Corp., 990 Biscayne Blvd., # 501 , Office 12 , Miami, FL 33132 .

Except as otherwise indicated, and subject to applicable community property laws, except to the extent authority is shared by both spouses under applicable law, the Company believes the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them.

The following table sets forth certain information, as of April 12, 2024 , with respect to the beneficial ownership of our common stock by each of the following:

· each person who is known by us to be the beneficial owner of more than 5 % of our outstanding stock;

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information, to the best knowledge and belief of the Company, as of March 28, 2025 (unless provided herein otherwise), with respect to holdings of our common stock by ( 1 ) each person known by us to be the beneficial owner of more than 5 % of the total number of shares of our common stock outstanding as of such date;

( 2 ) each of our directors;

( 3 ) each of our named executive officers;

· all of our directors and executive officers as a group.

As of April 12 , 2024, we had 21,917,896 shares of common stock (1,095,895 as adjusted for the May Stock Split) outstanding.

We have determined beneficial ownership in accordance with the rules of the SEC.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities.

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws .

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the ownership of our Common Stock beneficially owned by our current directors, named executive officers, our directors and current executive officers as a group and our 5 % stockholders as of April 12, 2024 and as adjusted to reflect the sale of the securities offered by us in this offering (assuming no issuance of Pre-Funded Warrants and no exercise of Common Warrants or Placement Agent Warrants), by (i) each current director, (ii) each named executive officer, (iii) each person who we know to be the beneficial owner of more than 5 % of our Common Stock, and (iv) all current directors and executive officers as a group.

The persons named in the table have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

Percentage ownership is based on 21,917,896 shares of our Common Stock (1,095,895 as adjusted for the May Stock Split) outstanding as of April 12, 2024.

and ( 4 ) all of our directors and our executive officers as a group.

The table is based on 6,389,041 shares of common stock issued and outstanding as of March 28 , 2025.

Unless otherwise indicated the mailing address of each of the stockholders below is c/o Safe & Green Holdings Corp., 990 Biscayne Blvd., # 501 , Office 12 , Miami, FL 33132 .

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Name of Beneficial Owner

Galvin, Chairman and Chief Executive Officer

Owned Prior to this Offering

Galvin, Former Chairman and Former Chief Executive Officer

283,406 ( 1 )

Michael McLaren, Chief Executive Officer

Jim Pendergast, Chief Operating Officer

Patricia Kaelin, Chief Financial Officer

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Christopher Melton, Director

David Villarreal, Director

David Villarreal, Former Director

All current executive officers and directors as a group ( 7 persons)

5 % Stockholders other than executive officers and directors

John William Shaw

Armistice Capital, LLC ( 3 )

Less than 1 % ownership interest.

The securities “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the SEC and, accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of such person as well as other securities as to which the person has or shares voting or investment power.

The same shares may be beneficially owned by more than one person.

Shares of Common Stock currently issuable or issuable within 60 days of April 12, 2024 upon the exercise of options or vesting of restricted stock units are deemed to be outstanding in computing the beneficial ownership and percentage of beneficial ownership of the person holding such securities, but they are not deemed to be outstanding in computing the percentage of beneficial ownership of any other person.

Beneficial ownership does not include stock options and restricted stock units which have not vested as of, and will not vest within 60 days of, January 30, 2024.

Beneficial ownership may be disclaimed as to certain of the securities.

Includes 856,443 shares of Common Stock (42,822 as adjusted for the May Stock Split) held directly by Mr.

Galvin and 507 shares (25 as adjusted for the May Stock Split) held by TAG Partners, LLC (“TAG”), an investment partnership formed for the purpose of investing in the Company.

Includes 42,822 shares of Common Stock held directly by Mr.

Galvin and 25 shares held by TAG Partners, LLC (“TAG”), an investment partnership formed for the purpose of investing in the Company.

Galvin is a managing member of, and has a controlling interest in, TAG and may be deemed to beneficially own the share of Common Stock held by TAG, over which he has shared voting and dispositive power.

Galvin disclaims beneficial ownership of the shares of Common Stock held by TAG except to the extent of his pecuniary interest therein.

Also includes 23,800 (1,190 as adjusted for the May Stock Split) options to purchase our Common Stock presently exercisable.

Includes 200 shares of Common Stock (10 as adjusted for the May Stock Split) held in Mr.

Also includes 1,190 options to purchase our Common Stock presently exercisable.

Includes 10 shares of Common Stock held in Mr.

Melton’s retirement account, which Mr.

Melton indirectly owns, and 88,482 shares of Common Stock (4,424 as adjusted for the May Stock Split) held directly by Mr.

The address of Mr.

Shaw is 1005 E.

Las Tunas Drive, # 116 , San Gabriel, California 91776 .

Melton indirectly owns, and 4,424 shares of Common Stock held directly by Mr.

Armistice Capital, LLC (“Armistice Capital”) is the investment manager of Armistice Capital Master Fund Ltd.

(the “Master Fund”), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund.

Steven Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund.

The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.

Certain Relationships and Related Transactions, and Director Independence.

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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.

Loan Transactions with SG DevCorp

Currently, this amount is still outstanding.

As of December 31, 2024, the Company has accrued approximately $450,000 for amounts due to Mr.

Galvin, the former CEO, for deferred salary due to him.

Loan Transactio ns with SG DevCorp

During 2021 , SG DevCorp received $ 4,200,000 from due to affiliates.

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On August 9, 2023, we and SG DevCorp entered into a Note Cancellation Agreement, effective as of July 1, 2023, pursuant to which we cancelled and forgave the remaining $ 4,000,000 balance then due on that certain promissory note, dated December 19, 2021, made by SG DevCorp in favor of us in the original principal amount of $ 4,200,000 .

In addition, as of September 30, 2023, $ 1,717,694 is due from us for advances made by the SG DevCorp.

In addition, as of December 31, 2024, $ 1,717,694 is due from us for advances made by the SG DevCorp.

On January 29, 2025, we entered into a mutual release and discharge agreement (the “Mutual Release”) with SG DevCorp.

pursuant to SG DevCorp.

forgiving and releasing from our obligations to them under that certain promissory note, dated August 9, 2023, in the principal amount of $ 908,322.95 and in respect of $ 815,522 of inter-company advances from SG DevCorp.

to us in exchange for us forgiving $ 394,329 of inter-company debt owed to us by us and for SG DevCorp.(which has already been written off) transferring 276,425 shares (the “Shares”) of SG DevCorp.’s Common Stock owned by us, with us no longer being a shareholder of SG DevCorp.

The Spin-Off of SG DevCorp

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(a)( 1 ) INDEX TO 2024 CONSOLIDATED FINANCIAL STATEMENTS:

Our financial statements and the notes thereto, together with the reports thereon of M&K CPAS PLLC and Whitley Penn LLP, our registered public accounting firm, dated May 7, 2024 and March 30, 2023 , appear beginning on page F- 1 of this Annual Report.

Our financial statements and the notes thereto, together with the reports thereon of M&K CPAS PLLC, our registered public accounting firm, dated March 31, 2025 , appear beginning on page F- 1 of this Annual Report.

See of the Consolidated Financial Statements included in this Annual Report.

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Certificate of Elimination of Series A Convertible Preferred Stock, dated December 13, 2018 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on December 17, 2018 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation dated June 5, 2019 (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on June 5, 2019 (File No.

Form of Certificate of Designation of the Series B Convertible Preferred Stock (incorporated herein by reference to Exhibit 3.7 to the Registration Statement on Form S-1/A as filed by the Registrant with the Securities and Exchange Commission on December 9, 2019 (File No.

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on October 17, 2023 (File No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as amended, of the Company (incorporated herein by reference to Exhibit 3.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on May 2, 2024)

Form of Common Stock Purchase Warrant

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Debenture, dated February 7, 2023, in the principal amount of $1,100,000 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 7, 2023 (File No.

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1924, as amended

Description of securities registered pursuant to Section 12 of the Securities Exchange Act of 1924, as amended (incorporated by reference to Exhibit 4.9 of the Annual Report on Form 10-K filed with the SEC on May 7, 2024 (File No.

Warrant, dated February 7, 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on February 7, 2023 (File No.

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Exchange Commission on July 24, 2023 (File No.

d at ed November 30, 2023, in the

Debenture dated November 30, 2023, in the

principal amount of $700,000 (incorporated by reference to Exhibit 4.1 to the

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February 22, 2024).

Form of Pre-Funded Warrant, dated May 7, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on From 8-K filed on May 9, 2024)

Form of Warrant, dated May 7, 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on From 8-K filed on May 9, 2024)

Form of Placement Agent Warrant, dated May 7, 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on From 8-K filed on May 9, 2024)

Promissory Note, dated August 28, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on From 8-K filed on August 30, 2024)

Promissory Note, dated October 22, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on From 8-K filed on October 28, 2024)

Promissory Note, dated January 22, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on From 8-K filed on January 29, 2025)

Promissory Note, dated February 12, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on From 8-K filed on February 24, 2025)

Common Stock Purchase Warrant, dated February 12, 2025 (incorporated by reference to Exhibit 10.2 to the Current Report on From 8-K filed on February 24, 2025)

Promissory Note, dated February 25, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 10, 2025)

Promissory Note, dated March 3, 2025 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 10, 2025)

Form of the Company Incentive Stock Option Agreement (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed by the Registrant with the Securities and Exchange Commission on November 1, 2016 (File No.

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Development Corporation’s Current Report on Form 8-K filed on February 22,

List of Subsidiaries*

Consent of Whitley Penn LLP, Independent Registered Public Accounting Firm

Power of Attorney (included on signature page).

Certification by Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification by Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Clawback Policy

Form of Securities Purchase Agreement, dated May 3, 2024, by and between Safe & Green Holdings Corp.

and the Purchaser named therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 9, 2024)

Form of Registration Rights Agreement, dated May 3, 2024, by and between Safe & Green Holdings Corp.

and the Purchaser named therein (incorporated by reference to Exhibit 10.2 to the Current Report on From 8-K filed on May 9, 2024)

Settlement Agreement, dated as of August 1, 2024, by and among Farnam Street Financial, Inc., Safe & Green Holdings Corp., SG Echo LLC, and SG Environmental Solutions Corp.

(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 7, 2024)

Lease Schedule No.

001R, dated as of August 1, 2024, by and between Farnam Street Financial, Inc., Safe & Green Holdings Corp., and SG Environmental Solutions Corp.

(incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on August 7, 2024)

Assignment and Assumption, dated as of August 1, 2024, by and between Farnam Street Financial, Inc., Safe & Green Holdings Corp.

and SG Environmental Solutions Corp.

(incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K filed on August 7, 2024)

Unconditional Continuing Guaranty, dated as of August 1, 2024, by Safe & Green Holdings Corp.

and SG Echo, LLC in favor of Farnam Street Financial, Inc.

(incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on August 7, 2024)

Confession of Judgment in favor of Farnam Street Financial, Inc., by Safe & Green Holdings Corp., SG Echo LLC, and SG Environmental Solutions Corp.

(incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on August 7, 2024)

Standard Cash Advance Agreement, dated July 31, 2024, by and between SG Building Blocks, Inc.

and Cedar Advance LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 7, 2024)

Standard Cash Advance Agreement, dated August 27, 2024, by and between SG Building Blocks, Inc.

and Pawn Funding (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 30, 2024)

Note Purchase Agreement, dated August 28, 2024, between the Company and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 30, 2024)

Loan and Security Agreement, dated September 20, 2024, by and between SG Echo, LLC and Enhanced Capital Oklahoma Rural Fund, LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on September 24, 2025)

Note Purchase Agreement, dated October 22, 2024, between Safe & Green Holdings Corp.

and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 28, 2024)

Standard Cash Advance Agreement, dated December 24, 2024, by and between SG Building Blocks, Inc.

and Cedar Advance LLC (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on December 31, 2024)

Employment Agreement, dated January 5, 2025, between Safe & Green Holdings Corp.

and Michael McLaren (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 7, 2025)

Letter of Intent, dated as of January 8, 2025, by and among New Asia Holdings, Inc., Olenox Corp., and Safe & Green Holdings Corp.

(incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 14, 2025)

Employment Agreement, dated January 20, 2025, between Safe & Green Holdings Corp.

and Jim Pendergast (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 21, 2025)

Securities Purchase Agreement, dated January 21, 2025, by and between Safe & Green Holdings Corp.

and Alumni Capital LP (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on January 27, 2025)

Note Purchase Agreement, dated January 22, 2025, between Safe & Green Holdings Corp.

and 1800 Diagonal Lending LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 29, 2025)

Standard Cash Advance Agreement, dated January 22, 2025, by and between SG Building Blocks, Inc.

and Core Funding LLC (incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 29, 2025)

Arrangement and Plan of Merger, dated as of February 2, 2025, by and between New Asia Holdings, Inc., and Safe & Green Holdings Corp.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 3, 2025)

Securities Purchase Agreement, dated February 12, 2025, between Safe & Green Holdings Corp.

and Firstfire Global Opportunities Fund, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 24, 2025)

Securities Purchase Agreement, dated February 25, 2025, between Safe & Green Holdings Corp.

and Tysadco Partners LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 10, 2025)

ELOC Securities Purchase Agreement, dated February 25, 2025, between Safe & Green Holdings Corp.

and Tysadco Partners LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 10, 2025)

Securities Purchase Agreement, dated March 3, 2025, between Safe & Green Holdings Corp.

and GS Capital Partners, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on March 10, 2025)

Registration Rights Agreement, dated March, 2025 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on March 10, 2025)

Insider Trading Policy

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Annual Report on Form 10-K filed with the SEC on May 7, 2024 (File No.

Consent of M&K CPAS, PLLC

Clawback Policy (incorporated by reference to Exhibit 97.1 of the Annual Report on Form 10-K filed with the SEC on May 7, 2024 (File No.

Certification pursuant to Rule 13a-14(a)/15d-14(a) of Chief Executive Officer

Certification pursuant to Rule 13a-14(a)/15d-14(a) of Chief Financial Officer

Certification pursuant to 18 U.S.C.

Section 1350 of Chief Executive Officer

Certification pursuant to 18 U.S.C.

Section 1350 Chief Financial Officer

XBRL Instance Document - the instance document does not appear in the Interactive Data File as the XBRL tags are embedded within the Inline XBRL document.

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Filed herewith.

Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this report.

Furnished herewith.

Management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(a)(3) of this Annual Report.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SAFE & GREEN HOLDINGS CORP.

/s/ Michael McLaren

March 31, 2025

Michael McLaren

Chief Executive Offic er and Chairman of the Board (Principal Executive Officer)

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Paul M.

Galvin, as his or her attorney-in-fact, each with the power of substitution, for him and in his name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K and any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Each person whose signature appears below hereby constitutes and appoints Michael McLaren, as his or her attorney-in-fact, each with the power of substitution, for him and in his name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K and any and all amendments to this report on Form 10-K, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Chairman of the Board, Chief Executive Officer (Principal Executive Officer) and Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ David Villarreal

David Villarreal

/s/ Michael McLaren

Chairman of the Board, Chief Executive Officer (Principal Executive Officer)

March 31, 2025

Michael McLaren

/s/ Patricia Kaelin

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

March 31, 2025

Patricia Kaelin

/s/ Jim Pendergast

Chief Operating Officer

March 31, 2025

Jim Pendergast

/s/ Paul Galvin

March 31, 2025

/s/ Thomas Meharey

March 31, 2025

Thomas Meharey

/s/ Christopher Melton

March 31, 2025

Christopher Melton

/s/ Shafron E.

March 31, 2025

/s/ Jill Anderson

March 31, 2025

Jill Anderson

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Report of Independent Registered Public Accounting Firm (M&K CPAS, PLLC PCAOB ID:

Report of Independent Registered Public Accounting Firm (Whitley Penn LLP PCAOB ID:

Consolidated Balance Sheets

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Financial Statements

have audited the accompanying consolidated balance sheet of Safe & Green

have audited the accompanying consolidated balance sheets of Safe & Green

Holdings Corp.

(the Company) as of December 31, 2023 , and the related

(the Company) as of December 31, 2024 and 2023 , and the related

consolidated statement of operations, change in stockholders’ equity (deficit),

and cash flows for the year ended December 31, 2023 , and the related notes

(collectively referred to as the financial statements).

In our opinion, the

financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2023 , and the results of its

operations and its cash flows for period ended December 31, 2023 , in conformity

with accounting principles generally accepted in the United States of America.

The consolidated financial statement of Safe & Green Holdings Corp.

December 31, 2022 were audited by other auditors whose report dated March 30,

2022 and expressed an unqualified opinion on those statements.

and cash flows for each of the years in the two-year period ended December 31, 2024 , and the related notes (collectively referred to as the financial

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2024 , and the results of its operations and its cash flows for each of the

years in the two-year period ended December 31, 2024 , in conformity with

accounting principles generally accepted in the United States of America.

Going Concern

accompanying consolidated financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 2 to the

financial statements, the Company has incurred net losses since its inception,

negative working capital, and negative cash flows from operations, which raises

The accompanying

consolidated financial statements have been prepared assuming that the Company

will continue as a going concern.

As discussed in Note 3 to the financial

statements, the Company has incurred net losses since its inception, negative

working capital, and negative cash flows from operations, which raises

substantial doubt about its ability to continue as a going concern.

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Exchange Commission and the PCAOB.

conducted our audit in accordance with the standards of the PCAOB.

standards require that we plan and perform the audit to obtain reasonable

conducted our audits in accordance with the standards of the PCAOB.

standards require that we plan and perform the audits to obtain reasonable

assurance about whether the financial statements are free of material

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financial reporting.

As part of our audit, we are required to obtain an

As part of our audits, we are required to obtain an

understanding of internal control over financial reporting, but not for the

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Accordingly, we express no such opinion.

audit included performing procedures to assess the risks of material

audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and

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the financial statements.

Our audit also included evaluating the accounting

Our audits also included evaluating the accounting

principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

that our audit provides a reasonable basis for our opinion.

that our audits provides a reasonable basis for our opinion.

Critical Audit

critical audit matter communicated below is a matter arising from the current

period audit of the financial statements that were communicated or required to

be communicated to the audit committee and that:

(1) relate to accounts or

disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of

critical audit matter does not alter in any way our opinion on the financial

statements, taken as a whole, and we are not, by communicating the critical

audit matter below, providing separate opinions on the critical audit matter or

on the accounts or disclosures to which it relates.

The critical audit

matter communicated below is a matter arising from the current period audit of

the financial statements that were communicated or required to be communicated

to the audit committee and that:

(1) relate to accounts or disclosures that are

material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical

audit matter does not alter in any way our opinion on the financial statements,

taken as a whole, and we are not, by communicating the critical audit matter

below, providing separate opinions on the critical audit matter or on the

accounts or disclosures to which it relates.

Revenue Recognition

As discussed in Note 4,

the Company recognizes revenue upon transfer of control of promised services to

customers in an amount that reflects the consideration the Company expects to

receive in exchange for those products or services.

Auditing management’s evaluation of

agreements with customers involves significant judgment, given the fact that

some agreements require management’s evaluation and allocation of the

standalone transaction prices to the performance obligations.

To evaluate the appropriateness and accuracy of the assessment by

management, we evaluated management’s assessment in relationship to the

relevant agreements.

discussed in Note 4, the Company recognizes revenue upon transfer of control of

promised services to customers in an amount that reflects the consideration the

Company expects to receive in exchange for those products or services.

management’s evaluation of agreements with customers involves significant

judgment, given the fact that some agreements require management’s evaluation

and allocation of the standalone transaction prices to the performance

evaluate the appropriateness and accuracy of the assessment by management, we

evaluated management’s assessment in relationship to the relevant agreements.

/s/ M&K CPAS, PLLC

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The Woodlands, TX

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Safe & Green Holdings Corp.

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Safe & Green Holdings Corp.

and subsidiaries (the “Company”), as of December 31, 2022 , and the related consolidated statements of operations , changes in stockholders’ equity, and cash flows for the year then ended and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company, as of December 31, 2022 , and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the entity will continue as a going concern.

As discussed in Note 2 to the financial statements, the entity has suffered recurring losses from operations and negative cash flow from operations, and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note 2.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

We served as the Company’s auditor from 2016 to 2023.

/s/ Whitley Penn LLP

Dallas, Texas

March 31, 2025

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Contract assets

Held for sale assets

Prepaid expenses and other current assets

Current assets of discontinued operations

Total current assets

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Right-of-use asset, net

Long-term notes receivable

Intangible assets, net

Deferred contract costs, net

Investment in non-marketable securities

Investment in and advances to equity affiliates

Long-term assets of discontinued operations

Liabilities and Stockholders’ Equity (Deficit)

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Lease liability, current maturities

Assumed liability

Short term note payable, net

Due to affiliates

Short term notes payable, net

Current liabilities of discontinued operations

Total current liabilities

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Additional paid-in capital

Treasury stock, at cost – 3,371 shares as of December 31, 2023 and 1,155 shares as of December 31, 2022

Treasury stock, at cost – 3,371 shares as of December 31, 2024 and 2023

Accumulated deficit

Total Safe & Green Holdings Corp.

stockholders’ equity

Non-controlling interests

Total Stockholders' equity

Total Liabilities and Stockholders’ Equity

Total Stockholders' equity (deficit)

Total Liabilities and Stockholders’ Equity ( Deficit)

The accompanying notes are an integral part of these consolidated financial statements.

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Construction services

Engineering services

Medical revenue

Cost of revenue:

Construction services

Engineering services

Medical revenue

Gross profit (loss)

Operating expenses:

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Interest income

Other income (expense)

Loss on asset disposal

Loss on disposition of equity-based investment

Change in fair value of equity-based investment

Loss before income taxes

Income tax expense

net profit (loss) attributable to noncontrolling interests

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

Net loss per share attributable to Safe & Green Holdings Corp.

- basic and diluted:

Loss from continuing operations

( 19,664,360 )

Income (loss) from discontinued operations

Common stock deemed dividend – reduction in conversion rate

Common stock deemed dividend – inducement

Net loss attributable to common stockholders

Net loss per share.

- basic and diluted:

Basic and diluted – continuing operations

Basic and diluted – discontinued operations

Basic and diluted – total

Weighted average shares outstanding:

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$ 0.01 Par Value

Safe & Green Stockholders'

Noncontrolling

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Balance at January 1, 2023

Stock-based compensation

Issuance of restricted stock units

Repurchase of common stock

Noncontrolling interest distribution

Net income (loss)

Balance at December 31, 2022

Balance at January 1, 2023

compensation – RSU vesting

Issuance of restricted common stock for

Issuance of restricted

stock units for prior vested shares

Stock-based compensation – RSU vesting

Issuance of restricted common stock for services

Issuance of restricted stock units for prior vested shares

Common stock issued for services

Issuance of warrants and

restricted common stock for debt issuances

Issuance of common stock

under EP agreement

Issuance of warrants and restricted common stock for debt issuances

Issuance of common stock under EP agreement

Noncontrolling interest distribution

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Issuance of stock

SG DevCorp transactions

Cashless warrant exercise

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Balance at December 31, 2023

Balance at January 1, 2024

Stock-based compensation – RSU vesting

Issuance of stock and warrants for debt issuance

Cashless warrant exercise

I ssuance of stock upon inducement

C ommon stock deemed dividend

Common stock deemed dividend - inducement

SG DevCorp transactions

Deconsolidation of SG DevCorp

Fractional share adjustment

Conversion of debt and interest

Issuance of stock under EPA

Issuance of stock for accounts payable settlement

Issuance of common stock for cash

Prefunded warrant exercise

Issuance of stock and warrants for inducement

Balance at December 31, 2024

The accompanying notes are an integral part of these consolidated financial statements.

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Cash flows from operating activities:

Loss from continuing operations

Income (loss) from discontinued operations

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Direct write off of project development costs

Direct write off of investments in marketable securities and long-term notes receivable

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Amortization of right-of-use asset

Direct write-off of accounts receivable

Gain on deconsolidation – SG DevCorp

Loss on disposition of equity-based investment

Change in fair value of equity-based investment

Bad debt expense and recoveries

Interest income on notes receivable

SGB DevCorp stock issuances

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Stock-based compensation

Loss on asset disposal

Changes in operating assets and liabilities:

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Contract assets

Intangible assets

Prepaid expenses and other current assets

Intangible asset

Accounts payable and accrued expenses

Contract liabilities

Due to affiliates

Other current liability

Lease liability

Net cash used in operating activities

Net cash used in operating activities by continuing operations

Net cash provided from operating activities by discontinued operations

Cash flows used in investing activities:

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Purchase of intangible asset

Proceeds from sale of equipment

Payment for Promissory Note

Cash received from sale of equity-based investment

Project development costs

Investment in non-marketable securities

Investment in and advances to equity affiliates

Net cash used in investing activities

Net cash provided by (used in) investing activities by continuing operations

Net cash used in investing activities by discontinued operations

Cash flows provided by financing activities:

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Proceeds from long-term note payable

Issuance of common stock

Payments on financing lease

Proceeds from warrant inducement

Issuance of common stock under EP agreement

Prefunded warrant exercise

Issuance of common stock for cash

Distribution paid to noncontrolling interest

Repurchase of common stock

Net cash (used in) provided by financing activities

Net cash (used in) provided by financing activities by continuing operations

Net cash (used in) provided by financing activities by discontinued operations

Net (decrease) increase in cash and cash equivalents

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Supplemental disclosure of non-cash operating activities:

Initial value of lease liability

Conversion of short-term notes payable to common stock

Conversion of accrued interest to common stock

Additions of property for

Assets and liabilities effected in deconsolidation

Assets held for sale

Prepaid expenses and other current assets

Property and equipment, net

Project development costs and other assets

Intangible assets

Investments in equity-based investments

Accounts payable and accrued expenses

Contingent consideration payable

Supplemental disclosure of non-cash financing activities:

Short-term notes payable

Cashless warrant exercise

Fractional common share adjustment

Common stock deemed dividend - inducement

Conversion of short-term notes payable and accrued interest to common stock

Fair value of warrants issued with debt

Common stock issuance for accounts payable settlement

Additions of property for debt

Restricted stock units issued

Dev Co Distribution

SG DevCorp Distribution

Peak Stock and Warrants Issuances

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The Company operates in the following four segments:

(i) manufacturing & construction services;

(i) construction;

(ii) medical;

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In the medical segment, the Company uses its modular technology to (i) provide turnkey solutions to medical testing and treatment and generate revenue from the medical testing and point of care treatment in our medical suites and (ii) sell and lease medical suites and privacy pods.

The Company’s real estate development segment, SG Development Corp., our majority owned subsidiary, builds innovative and green single or multifamily projects in underserved regions nationally using modules (“Modules”) built in one of the Company’s vertically integrated factories.

The environmental segment, the newest segment, is a sustainable medical and waste management solution that collects waste and treats waste for safe disposal.

The Company’s real estate development segment consists of SG DevCorp (as defined below), our majority owned subsidiary, which builds innovative and green single or multifamily projects in underserved regions nationally using modules (“Modules”) built in one of the Company’s vertically integrated factories.

The environmental segment consists of a sustainable medical and waste management solution that collects waste and treats waste for safe disposal.

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

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The first product offering involves GreenSteel™ modules, which are the structural core and shell of an SGBlocks building.

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

The Company procures the containers, engineers required openings with structural steel enforcements, paints the SGBlocks and then delivers them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation.

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

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In addition, during March 2023, the Company formed Safe and Green Medical Corporation.

(“SG Medical”).

The Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID- 19 .

The Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID-19, which ceased activities in 2022.

Real Estate Development

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SG DevCorp was formed with the purpose of real property development utilizing the Company's technologies.

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

As described in Note 2, the activities of SG DevCorp were deconsolidated and determined to be a discontinued operation.

As such, the activities of SG DevCorp are no longer a part of the Company’s continuing activities.

Environmental

During 2022, SG Environmental Solutions Corp.

(“SG Environmental”) was formed and 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 Environmental”) was formed and is focused on biomedical waste removal and plans to 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.

Reverse Stock Split

On May 2, 2024, the Company effected a 1-for-20 reverse stock split of its then-outstanding common stock (“May Stock Split”).

All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the 1-for-20 reverse stock split as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Annual Report have been adjusted to reflect the reverse stock split effected in May 2024.

On May 2, 2024, the Company effected a 1-for-20 reverse stock split of its then-outstanding common stock (the “May Stock Split”).

All share and per share amounts set forth in the consolidated financial statements of the Company have been retroactively restated to reflect the 1-for-20 reverse stock split as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in this Annual Report on Form 10-K for the year ended December 31, 2024 have been adjusted to reflect the reverse stock split effected in May 2024.

SAFE & GREEN HOLDINGS CORP.

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Immediately after the Distribution, SG DevCorp was no longer a wholly owned subsidiary of the Company and the Company held approximately 70 % of SG DevCorp’s issued and outstanding securities.

The Company recorded the distribution based upon the stockholders’ equity on such date and the closing market price of the Company’s common stock.

The distributed fair market value was $ 8,220,004 .

On September 28, 2023 , SG DevCorp’s common stock began trading on the Nasdaq Capital Market under the symbol “ SGD .”

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

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 decrease in ownership percentage resulted from additional equity transactions of SG DevCorp.

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 gain is included in income (loss) from discontinued operations.

The fair value of the Company’s investment in SG DevCorp upon deconsolidation amounted to $ 8,126,350 .

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.

This transaction is further described in Note 22.

Liquidity and Going Concern

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Summary of Significant Accounting Policies

Basis of presentation and principals of consolidation – The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the applicable rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of the Company and its wholly owned subsidiaries, SG Building Blocks, Inc., SG Residential, Inc., SG DevCorp, SG Environmental and SG Echo, LLC.

All intercompany balances and transactions are eliminated.

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When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident.

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.

The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2021 .

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.

Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions.

In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID- 19 testing.

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 joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations.

Due to the ongoing lower affects of COVID- 19 restrictions, the JV began to wind down during the fourth quarter of 2022 .

Disaggregation of Revenues

The Company’s revenues are primarily derived from two segments, construction related to Modules projects and medical revenue derived from lab testing and test kit sales.

The Company’s revenues are primarily derived from two segments, construction related to Modules.

The Company's contracts are with customers in various industries.

Revenue recognized at a point in time and recognized over time were $ 0 and $ 16,523,080 , respectively, for the year ended December 31, 2023 .

Revenue recognized at a point in time and recognized over time were $ 11,641,727 and $ 12,752,219 , respectively, for the year ended December 31, 2022 .

Revenue recognized over time were $ 4,976,618 and $ 16,523,080 , respectively, for the years ended December 31, 2024 and 2023 respectively.

SAFE & GREEN HOLDINGS CORP.

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The following tables provide further disaggregation of the Company’s revenues by categories:

Twelve Months Ended December 31,

Year Ended December 31,

Revenue by Segments and Customer Type

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Hotel/Hospitality

Multi-Family (includes Single Family)

Total Construction Revenue Segment (includes engineering service revenue)

Medical Revenue Segment (includes lab testing, kit sales and equipment)

Total Revenue by Segments and Customer Type

Contract Assets and Contract Liabilities

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The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary.

Deferred Contract Costs - Prior to entering into the ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now was subject to the ELA.

Because of this, the Company is no longer obliged to its Original Agreement.

Upon entering the ELA, the Company had an outstanding accounts receivable balance of $ 306,143 which was forfeited and recognized this amount as deferred contract costs.

This amount was offset by $ 102,217 , which was reimbursement from the licensee for project costs on this project.

The Company incurred total deferred contract costs of $ 203,926 .

The Company considered this amount an incremental cost of obtaining that ELA, because the Company expected to recover those costs through future royalty payments.

The Company initially planned to amortize the asset over sixty months, which is the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term.

Deferred Contract Costs - The Company previously incurred total deferred contract costs of $ 203,926 related to a contract the Company had in the past.

As of December 31, 2024 , accumulated amortization related to deferred contract costs amounted to $ 203,926 .

During the years ended December 31, 2024 and 2023 , amortization expense relating to the deferred contract costs amounted to $ 30,589 and $ 40,785 and is included in general and administrative expenses on the accompanying consolidated statements of operations.

As previously mentioned, the ELA was terminated on June 15, 2021 but the Company expects to recover the deferred contract costs from the Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021 as described below.

SAFE & GREEN HOLDINGS CORP.

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The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements.

Due to the ongoing lower affects of COVID- 19 restrictions, the JV was wound down during the fourth quarter of 2022 .

Due to the ongoing lower affects of COVID- 19 restrictions, the JV was wound down during the fourth quarter of 2022 and there is no activity for the years ending December 31, 2024 or 2023.

On January 18, 2021 the Company entered into an operating agreement to form CAT.

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The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements.

There is no activity from CAT for the years ending December 31, 2024 or 2023.

SAFE & GREEN HOLDINGS CORP.

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Summary of Significant Accounting Policies (continued)

Investment Entities – On May 31, 2021, the Company's subsidiary SG DevCorp agreed to contribute $ 600,000 to acquire a 50 % membership interest in Norman Berry II Owner LLC (“Norman Berry”) .

The Company contributed $ 350,329 and $ 114,433 of the initial $ 600,000 in the second quarter and third quarter of 2021 respectively, with the remaining $ 135,238 funded in the fourth quarter of 2021 .

The purpose of Norman Berry II Owner LLC is to develop and provide affordable housing in the Atlanta, Georgia metropolitan area.

The Company has determined it is not the primary beneficiary of "Norman Berry" and thus will not consolidate the activities in its consolidated financial statements.

The Company will use the equity method to report the activities as an investment in its consolidated financial statements.

On June 24, 2021, the Company's subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10 % non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”) .

The Company contributed $ 3,000,000 for its 10 % equity interest.

The purpose of JDI-Cumberland Inlet, LLC is to develop a waterfront parcel in a mixed-use destination community.

The Company has determined it is not the primary beneficiary of JDI-Cumberland Inlet, LLC and thus will not consolidate the activities in its consolidated financial statements.

The Company will use the equity method to report the activities as an investment in its consolidated financial statements.

Duri ng the year ended December 31, 2023 , Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development.

In addition, management believes there was no impairment as of December 31, 2023 .

T he approximate comb ined finan cial position of the Company’s equity affiliates are summarized below as of December 31, 2023 and 2022 :

Condensed balance sheet information:

Total liabilities

Members’ equity

Investment Entities – The Company accounts for investment in SG DevCorp at fair value with any changes in value recorded to income or loss.

As of December 31, 2024, the Company holds 276,425 shares of SG DevCorp which represented approximately 19 % ownership

Upon the Deconsolidation during 2024, the Company began to report its investment in SG DevCorp on the equity method.

The Company has elected to measure its investment in SG DevCorp on the fair value method.

Subsequent to the Deconsolidation, the Company disposed a portion of its investment in SG DevCorp and recorded a loss of $ 320,408 .

T he following represents the activity of the Company’s investment in SG DevCorp for the year ending December 31, 2024 :

Initial value upon Deconsolidation

Disposition of shares of SG DevCorp

Change in fair value of investment

Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition.

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The Company recognizes accounts receivable at invoiced amounts.

The Company adopted ASC 326,

Current Expected Credit Losses, on January 1, 2023, which requires the

measurement and recognition of expected credit losses using a current expected

credit loss model.

The allowance for credit losses on expected future

uncollectible accounts receivable is estimated considering forecasts of future

economic conditions in addition to information about past events and current

The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model.

The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions.

The allowance for credit losses reflects the Company's best estimate of expected losses inherent in the accounts receivable balances.

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Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows.

The Company accounts for

the transfer of accounts receivable to a third party under a factoring type

arrangement in accordance with ASC 860, “ Transfers and Servicing ”.

860 requires that several conditions be met in order to present the transfer of

accounts receivable as a sale.

In the case of factoring type arrangements, the

Company has isolated the transferred (sold) assets and has the legal right to

transfer its assets (accounts receivable).

The Company accounts for the transfer of accounts receivable to a third party under a factoring type arrangement in accordance with ASC 860, “ Transfers and Servicing ”.

ASC 860 requires that several conditions be met in order to present the transfer of accounts receivable as a sale.

In the case of factoring type arrangements, the Company has isolated the transferred (sold) assets and has the legal right to transfer its assets (accounts receivable).

SAFE & GREEN HOLDINGS CORP.

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Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method.

Medical equipment and COVID- 19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value.

As of December 31, 2023 there was inventory of $ 156,512 for construction materials.

As of December 31, 2022 there was inventory of $ 465,560 for construction materials.

As of December 31, 2024 and 2023 there was inventory of $ 471,468 and $ 156,212 , respectively, for construction materials.

Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying values.

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The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss.

There was a $ 1,309,330 impairment loss during the year ended December 31, 2023 and no impairments during the year ended December 31, 2022 .

The Company has taken the recent COVID- 19 pandemic into consideration when determining impairment.

There was a $ 0 impairment loss during the year ended December 31, 2024 and $ 1,309,330 impairments loss during the year ended December 31, 2023 .

Intangible assets – Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years.

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

The Company evaluated intangible assets for impairment during the year ended December 31, 2023 and 2022 and determined that there are $ 1,880,547 of impairment loss for the year ended December 31, 2023 and no impairment loss for the year ended December 31, 2022.

The Company evaluated intangible assets for impairment during the year 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 $ 13,668 , respectively.

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

The remaining balance of the Company’ intangible assets is comprised of website cost which are not yet placed in service.

Property, plant and equipment – Property, plant and equipment is stated at cost.

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Repairs and maintenance are charged to expense when incurred.

Held For Sale Assets – On May 10, 2021 the Company’s subsidiary, SG DevCorp acquired the Lago Vista, Texas property for $ 3,576,130 .

Management has implemented a plan to sell this property during 2022 , which meets all of the criteria required to classify it as Held for Sale.

Including the project development costs associated with Lago Vista of $ 824,231 , the book value is now $ 4,400,361 .

Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria.

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Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period.

There were no transfers into or out of the hierarchy levels during the year ended December 31, 2023 or 2022 .

There have been no changes in Level 1, Level 2, and Level 3 and no changes in valuation.

The fair value of the Company’s equity-based investment in SG DevCorp was determined based on Level 1 inputs.

The Company does not have any financial instruments in the Level 2 or Level 3 category.

Fair value measured as of December 31 2024

Total at December 31, 2024

Quoted prices in active markets

Significant other observable inputs

Significant unobservable inputs

Investment in SG DevCorp

Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

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Stock-based compensation expense to non-employees is reported within marketing and business development expense in the consolidated statements of operations.

Other income (expense) – Included in other income (expense) for the year ended December 31, 2023, was a $ 450,000 legal settlement, $ 173,314 of miscellaneous income from the sale of scrap and other miscellaneous which does not function to our core business.

Included in other income (expense) for the year ended December 31, 2022 is amounts in escrow resulting from the SG Echo acquisition which were remitted to the Company in the amount of $ 406,438 .

At the time of acquisition and previously, the Com pany did not be lieve such amount was recognizable.

Additionally included in other income for the year ended December 31, 2022 was legal settlement income in the amount of $ 150,000 , approximately $ 100,000 collected from the settlement of an accounts payable balance, approximately $ 178,000 from the write off of accounts payable and approximately $ 390,000 from the write off of accounts receivable resulting from the settlement of a lawsuit.

Other income (expense) – Included in other income (expense) for the year ended December 31, 2024 , was a $ 5,000 legal settlement and $ 316,589 of miscellaneous income from the sale of scrap and other miscellaneous which does not function to our core business.

Included in other income (expense) for the year ended December 31, 2023 , was a $ 450,000 legal settlement, $ 173,314 of miscellaneous income from the sale of scrap and other miscellaneous which does not function to our core business.

Income taxes – The Company accounts for income taxes utilizing the asset and liability approach.

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

Revenue in excess of 10 % relating to one customer represented approximately 87 % and 65 % of the Company's total revenue for the year ended December 31, 2023 and 2022 , respectively.

Revenue in excess of 10 % relating to three and one customer represented approximately 83 % and 87 % of the Company's total revenue for the years ended December 31, 2024 and 2023 , respectively.

For the year ending December 31, 2024 and 2023 , there were no vendors that represented 10 % or more of our cost of revenue.

The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers.

Accounting Standards Recently Adopted - On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker.

ASU 2023-07 is effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025.ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 during the year ended December 31, 2024 .

Accounts Receivable

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Construction services

Engineering services

Medical revenue

Retainage receivable

Other receivable

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Project development costs and other non-current assets are stated at cost.

At December 31, 2023 , the Company’s project development costs related mainly to its construction segment totaled $ 409,495 and other non-current assets which includes security deposits totaled $ 194,832 .

At December 31, 2024 , non-current assets which includes security deposits totaled $ 196,432 .

At December 31, 2023 , the Company’s project development costs related mainly to its development segment totaled $ 344,157 and other non-current assets which includes security deposits totaled $ 194,832 .

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Building held for lease

Laboratory and temporary units

Construction in process

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Depreciation expense for the years ended December 31, 2024 and 2023 amounted to $ 513,125 and $ 370,289 , respectively.

Additionally, during the year ended December 31,

2023, property, plant and equipment consisting of lab units and construction in

Additionally, during the year ended December 31, 2023 , property, plant and equipment consisting of lab units and construction in

progress with a net book value of $ 1,229,034 was written off due to lack of

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The Company Note was issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement 2 ”), as amended on October 15, 2019 and November 7, 2019 by and between the CPF GP and the Company, and bear interest at five percent ( 5 %) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019 - 1 LLC, a Texas limited liability company of which CPF GP is the general partner.

Interest income recognized for the years ended December 31, 2023 and 2022 amounted to $ 0 and $ 37,397 , respectively.

During the year ended December 31, 2023 , the Company determined that the above notes are not collectible and recorded bad debts for the outstanding amounts , which resulted in a write off of principal of $ 750,000 and accrued interest of $ 129,418 .

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For the Years Ended December 31, 2024 and 2023

Accounts Payables and Accrued Liabilities

The Company's accounts payables and accrued liabilities at December 31, 2023 and 2022 , consisted of the following:

Accounts Payables and Accrued Expenses

The Company's accounts payables and accrued e xpenses at December 31, 2024 and 2023 , consisted of the following:

Accounts payable ( 1 )

Accrued public fees ( 2 )

Accrued general and administrative expenses

Accrued payroll and benefits (3)

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Accrued losses on construction services

Accrued non-income taxes (4)

Total Accounts Payable and Accrued Liabilities

Total accounts payable and accrued expenses

( 1 ) Payables also includes insurance financing payable and construction retainage payable balances along with the Company's normal account payable balances.

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(3) Accrued wages, salaries, PTO, benefits, taxes, and other incentive plan expenses.

(4) Non-income taxes includes property taxes, franchise taxes and other.

Notes Payable

On July 14, 2021, SG DevCorp, a subsidiary of the Company, issued a Real Estate Lien Note, in the principal amount of $ 2,000,000 (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on the Company's 50 + acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $ 1,948,234 after fees.

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

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

The Company capitalized $ 0 in interest charges and $ 0 in debt issuance costs during the year ended December 31, 2023 related to the Lago Vista project in accordance with ASC 835 - 20 .

The Company capitalized $ 20,000 in interest charges and $ 4,134 in debt issuance costs as of December 31, 2022 related to the Lago Vista project in accordance with ASC 835 - 20 .

On July 14, 2022, the Company entered into a renewal and extension of the Short-Term Note, with a maturity date of January 14, 2023 and all other terms remaining the same.

On September 8, 2022, the Company entered into a Second Real Estate Lien Note, in the principal amount of $ 500,000 , with similar terms to the Short-Term Note (“Second Short-Term Note”).

The Second Short-Term Note has a maturity date of January 14, 2023.

On March 31, 2023, LV Peninsula Holding LLC (“LV Peninsula”), a Texas limited liability company and wholly owned subsidiary of SG DevCorp, 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 the Lake Travis project site in Lago Vista, Texas, a related Assignment of Contract Rights, dated March 30, 2023 (“Assignment of Rights”), on the project site in Lago Vista, Texas and McLean site in Durant, Oklahoma and a Mortgage, dated March 30, 2023 (“Mortgage”), on its site in Durant, Oklahoma.

The proceeds of the LV Note were used to pay off the Short-Term Note and 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 Peninsula 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 Peninsula at any time without interest or penalty.

The Company incurred $ 406,825 of debt issuance costs and remitted $ 675,000 in prepaid interest in connection with the LV Note.

On October 29, 2021, SG Echo, a subsidiary of the Company, entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $ 750,000 to be used for renovation improvements related to the Company's second manufacturing facility and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the “Forgivable Note”).

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

Authority Loan Agreement

On October 29, 2021, SG Echo entered into a Loan Agreement ( the “Authority Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $ 750,000 (the “Forgivable Note”) in exchange for $ 750,000 to be used for renovation improvements related to the Company’s approximately 58,000 square-foot manufacturing facility in Durant, Oklahoma.

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

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

See note 20 for additional information regarding litigation between the Company and Authority.

SAFE & GREEN HOLDINGS CORP.

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Notes Payable (continued)

In August 2022, SG DevCorp entered into a $ 148,300 promissory note (“ 2022 Note”) to purchase property.

The 2022 Note bears annual interest at the rate of 9.75 %, with interest payments due monthly until its maturity on September 1, 2023 .The 2022 Note is secured by the underlying property.

During the year ended December 31, 2023, such note was extend ed for a period of one year .

On February 7, 2023, the Company 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 “Peak Warrant”) to purchase up to Five Hundred Thousand ( 500,000 ) shares of the Company’s common stock ( 25,000 shares as adjusted for the May Stock Split), (to Peak One Opportunity Fund, L.P.

Peak One Transactions

On February 7, 2023, the Company closed a private placement offering (the “Peak One Offering”) of $ 1,100,000 in principal amount of the Company’s 8 % convertible debenture (the “Debenture”) and a warrant (the “Peak Warrant”) to purchase up to 500,000 shares of the Company’s common stock ( 25,000 shares 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 %).

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

During the year ended December 31, 2023, Peak One converted $ 730,000 of its principal balance into 508,917 shares of common stock of the Company ( 25,446 shares as adjusted for the May Stock Split).

Such conversion was within the terms of the agreement with no gains or losses recognized on the transactions.

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”) to Peak One Investments, LLC (“Investments”), the general partner of Peak One .

The Debenture matures twelve months from its date of issuance and bears 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 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 connection with the Peak One 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 February 2023 Purchase Agreement and issued 50,000 shares ( 2,500 shares as adjusted for the May Stock Split) of its common stock (the “Commitment Shares”) to Peak One Investments, LLC (“Peak One Investments”), the general partner of Peak One .

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

The Debenture was 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 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 ($ 8 as adjusted for the May Stock Split), per share, unless and until the Company obtains shareholder approval for any issuance below such floor price.

The Debenture is redeemable by the Company at a redemption price equal to 110 % of the sum of the principal amount to be redeemed plus accrued interest, if any.

So long as the Debenture is outstanding, upon any issuance by the Company of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the holder of the Debenture, then the Company shall notify the holder of such additional or more favorable term and such term, at holder’s option, will become a part of the transaction documents with the holder.

In no event will the holder be entitled to convert any portion of the Debenture in excess of that portion which would result in beneficial ownership by the holder and its affiliates of more than 4.99 % of the outstanding shares of common stock, unless the holder delivers to the Company written notice at least sixty-one ( 61 ) days prior to the effective date of such notice that the provision be adjusted to 9.99 %.

While the Debenture is outstanding, if the Company receives cash proceeds of more than $ 1,000,000 (“Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the Company shall, within two ( 2 ) business days of Company’s receipt of such proceeds, inform the holder of such receipt, following which the holder shall have the right in its sole discretion to require the Company to immediately apply up to 50 % of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company) after the Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture.

Upon the occurrence of certain events of default specified in the Debenture, such as a failure to honor a conversion request, failure to maintain the Company’s listing, the Company’s failure to comply with its obligations under Securities Exchange Act of 1934 , as amended, a breach of the Company’s representations or covenants, or the failure obtain shareholder approval within 60 days after the Exchange Cap (as defined) is reached, as amended, 110 % of all amounts owed to holder under the Debenture, together with default interest at 18 % per annum if any, shall then become due and payable.

Upon entering into the January 2024 Purchase Agreement as described below the Conversion Price was adjusted to $ 0.46 , and then upon entering into the Inducement Agreement as described below, the Conversion Price was further adjusted to $ 0.26 (“Conversion Adjustments”).

During the year ended December 31, 2024 Peak One converted the Debenture in full and received a total of 29,298 shares of the Company’s common stock.

Such conversion was within the terms of the agreement with no gains or losses recognized on the transactions.

The Peak Warrant expires five years from its date of issuance.

The Peak Warrant is exercisable, at the option of the holder, at any time, for up to 500,000 of shares of common stock ( 25,000 shares as adjusted for the May Stock Split) of the Company at an exercise price equal to $ 2.25 (the “Exercise Price”) ($ 45 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 Peak Warrant 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, at an effective price per share that is lower than the then Exercise Price.

In the event of any such anti-dilutive event, the Exercise 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.

The number of shares of the Company’s common stock that may be issued upon conversion of the Debenture and exercise of the Peak Warrant, and inclusive of the Commitment Shares and any shares issuable under and in respect of the February 2023 Purchase Agreement, is subject to an exchange cap (the “Exchange Cap”) of 19.99 % of the outstanding number of shares of the Corporation’s common stock on the closing date, 2,760,675 shares ( 138,034 shares as adjusted for the May Stock Split), unless shareholder approval to exceed the Exchange Cap is approved.

SAFE & GREEN HOLDINGS CORP.

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Notes Payable (continued)

The Peak Warrant expires five years from its date of issuance.

The Peak Warrant is exercisable, at the option of the holder, at any time, for up to 500,000 of shares of common stock ( 25,000 shares as adjusted for the May Stock Split), of the Company at an exercise price equal to $ 2.25 (the “Exercise Price”) ($ 45 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 Peak Warrant 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, at an effective price per share that is lower than the then Exercise Price.

The number of shares of the Company’s common stock that may be issued upon conversion of the Debenture and exercise of the Peak Warrant, and inclusive of the Commitment Shares and any shares issuable under and in respect of the equity purchase agreement, dated February 7, 2023 between the Company and Peak One described below, is subject to an exchange cap (the “Exchange Cap”) of 19.99 % of the outstanding number of shares of the Corporation’s common stock on the closing date, 2,760,675 shares ( 138,034 shares as adjusted for the May Stock Split), unless shareholder approval to exceed the Exchange Cap is approved.

The Company incurred $ 80,000 in debt issuance costs in connection with the Debenture.

In addition, the initial fair value of the Peak Warrant amounted to $ 278,239 and the fair value of the restricted shares amounted to $ 76,000 , both of which have been recorded as a debt discount and will be amortized over the effective rate method For the year ended December 31, 2023 , the Company recognized amortization of debt issuance costs and debt discount of $ 73,333 and $ 416,386 , respectively.

As of December 31 , 2023 , the unamortized debt issuance costs and debt discount amounted to $ 6,667 and $ 37,853 , respectively.

On May 16, 2023, SG Building, entered into a Cash Advance Agreement (“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 .

On January 11, 2024, the Company entered into a Securities Purchase Agreement (the “January 2024 Purchase Agreement”) with Peak One , pursuant to which the Company agreed to issue, in a private placement offering (the “January Offering”), upon the satisfaction of certain conditions specified in the January 2024 Purchase Agreement, two debentures to Peak One in the aggregate principal amount of $ 1,300,000 .

The closing of the first tranche was consummated on January 12, 2024 and the Company issued an 8 % convertible debenture in the principal amount of $ 650,000 (the “Holdings Debenture”) to Peak One and a warrant (the “Peak Warrant # 3 ”) to purchase up to 375,000 shares of the Company’s common stock ( 18,750 as adjusted for the May Stock Split) to Peak One ’s designee, as described in the January 2024 Purchase Agreement.

The Holdings Debenture was sold to Peak One for a purchase price of $ 585,000 , representing an original issue discount of ten percent ( 10 %).

In connection with the January Offering, the Company paid $ 17,500 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 January 2024 Purchase Agreement and issued to Peak One and its designee an aggregate of 300,000 shares of its common stock 15,000 as adjusted for the May Stock Split) as provided in the January 2024 Purchase Agreement.

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

The Holdings 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 Holdings Debenture, plus all accrued and unpaid interest, at a conversion price equal to $ 0.46 (the “Conversion Price”) ($ 9.20 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Holdings Debenture.

Upon entering into the Inducement Agreement as described below, the Conversion Price was adjusted to $ 0.26 .

This transaction, along with the Conversion Adjustments resulted in the Company recording a common stock deemed dividend in the amount of $ 475,713 during the year ended December 31, 2024 (“Conversion Deemed Dividend”).

The Holdings Debenture is redeemable by the Company at a redemption price equal to 110 % of the sum of the principal amount to be redeemed plus accrued interest, if any.

While the Holdings Debenture is outstanding, if the Company receives cash proceeds of more than $ 1,500,000 (the “January 2024 SPA Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the Company shall, within two ( 2 ) business days of the Company’s receipt of such proceeds, inform Peak One of such receipt, following which Peak One shall have the right, in its sole discretion, to require the Company to immediately apply up to 50 % of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company) after the January 2024 SPA Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

Notes Payable (continued)

The Peak Warrant # 3 expires five years from its date of issuance.

The Peak Warrant # 3 is exercisable, at the option of the holder, at any time, for up to 375,000 of shares of common stock ( 18,750 as adjusted for the May Stock Split) of the Company at an exercise price equal to $ 0.53 ($ 10.60 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Peak Warrant # 3 .

The Peak Warrant # 3 provides for cashless exercise under certain circumstances.

Maxim Group LLC (“Maxim”) acted as placement agent in the January Offering.

In connection with the closing of the first tranche of the January Offering, the Company paid a placement fee of $ 40,950 to Maxim.

Assuming the second tranche is closed, a placement fee in an amount equal to $ 40,950 will be payable by the Company to Maxim upon closing of the second tranche of the January Offering.

During the year ending December 31, 2024, the principal balance of the Holdings Debenture was converted and there was no principal balance remaining.

Such conversion was within the terms of the agreement with no gains or losses recognized on the transactions.

Cash Advance Agreements

On May 16, 2023, SG Building entered into a Cash Advance Agreement (the “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.

1 unchanged sentence

SG Building’s obligations under the Cash Advance Agreement have been guaranteed by SG Echo.SG Building incurred $ 25,000 in debt issuance costs in connection with the Cash Advance Agreement.

As of December 31, 2023, there was no outstanding balance on this advance.

As of Dec ember 31 , 2023 , the unamortized debt issuance costs amounted to $ 10,713 .

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 .

As of December 31, 2024 and December 31, 2023, there was no outstanding balance on this advance.

On September 26, 2023, SG Building and Cedar entered into a second Cash Advance Agreement (the “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 .

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.

As of December 31, 2023, the outstanding balance was $ 424,454 on this advance.

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.

As of December 31, 2023, the outstanding balance was $ 302,817 on this advance.

In connection with the exercise of its option to acquire 19 acres of land and the approximately 56,775 square foot facility located at 101 Waldron Road in Durant Oklahoma (the “Premises”), on June 8, 2023, SG Echo issued a secured commercial promissory note, dated June 1, 2023 (the “Secured Note”), in the principal amount of $ 1,750,000 with SouthStar Financial, LLC, a South Carolina limited liability company (“SouthStar”), and entered into a Non-Recourse Factoring and Security Agreement, dated June 1, 2023 (the “Factoring Agreement”), with SouthStar providing for its purchase from SG Echo of up to $ 1,500,000 of accounts receivable, subject to reduction by South Star (the “Facility Amount”).

The Secured Note bears interest at 23 % per annum and is due and payable on June 1, 2025 .

The Secured Note is secured by a mortgage (the “Mortgage”) on the Premises and secured by a Security Agreement, dated June 1, 2023 (the “Security Agreement”), pursuant to which SG Echo granted to SouthStar first priority security interest in all of SG Echo’s presently-owned and hereafter-acquired personal and fixture property, wherever located, including, without limitation, all accounts, goods, chattel paper, inventory, equipment, instruments, investment property, documents, deposit accounts, commercial tort claims, letters-of-credit rights, general intangibles including payment intangibles, patents, software trademarks, trade names, customer lists, supporting obligations, all proceeds and products of the foregoing.

SG Echo paid to SouthStar an origination fee in the amount of 3 % of the face amount of the Secured Note.

Upon the occurrence of an Event of Default (as defined in the Secured Promissory Note), the default interest rate will be 28 % per annum, or the maximum legal amount provided by law, whichever is greater.

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

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

As of December 31, 2024 and December 31, 2023, the outstanding balance was $ 0 and $ 424,454 on this advance, respectively.

On November 20, 2023, SG Building entered into a third Cash Advance Agreement (the “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 until the $ 511,200 due to Cedar under the Third Cash Advance Agreement is paid in full.

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

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

As of December 31, 2024 and December 31, 2023, the outstanding balance was $ 0 and $ 302,817 on this advance, respectively.

On 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.

SAFE & GREEN HOLDINGS CORP.

3 unchanged sentences

Notes Payable (continued)

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 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 $ 1,536,700 .

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 $ 184,700 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

Notes Payable (continued)

On December 24, 2024, SG Building entered into a Cash Advance Agreement (the “December Cash Advance Agreement 2 ”) 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 December Cedar Cash Advance Agreement 2 , 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 $ 203,000 .

SouthStar Secured Note

The Secured Note bears Interest at 23 % per annum and is due and payable on June 1, 2025 .

SG Echo paid to SouthStar an origination fee in the amount of 3 % of the face amount of the Secured Note.

Upon the occurrence of an Event of Default (as defined in the Secured Note), the default interest rate will be 28 % per annum, or the maximum legal amount provided by law, whichever is greater.

The Factoring Agreement provides that upon acceptance of an account receivable for purchase, SouthStar will pay to SG Echo eighty percent ( 80 %) of the face amount of the account receivable, or such lesser percentage as agreed by the parties.

3 unchanged sentences

In the event of an Overadvance, SG Echo will pay SouthStar an amount equal to three and 90 / 100 percent ( 3.90 %) of the amount of the Overadvance for the first twenty-five ( 25 ) day period after the Overadvance is transmitted to SouthStar plus two and 50 / 100 percent ( 2.50 %) for each additional fifteen ( 15 ) day period or part thereof until payments received by SouthStar in collected funds equals the amount of the Overadvance, plus all charges due SouthStar from SG Echo at the time.

The Factoring Agreement provides that SG Echo will also pay a transactional administrative fee of $ 50.00 for each new account debtor submitted to it and an fee equal to 0.25 % of the face amount of all purchased accounts receivable for the handling, collecting, mailing, quality assuring, insuring the risk, transmitting, and performing certain data processing services with respect to the maintenance and servicing of the purchased accounts.

The Factoring Agreement provides that SG Echo will also pay a transactional administrative fee of $ 50.00 for each new account debtor submitted to it and a fee equal to 0.25 % of the face amount of all purchased accounts receivable for the handling, collecting, mailing, quality assuring, insuring the risk, transmitting, and performing certain data processing services with respect to the maintenance and servicing of the purchased accounts.

As security for the payment and performance of SG Echo’s present and future obligations to SouthStar under the Factoring Agreement, SG Echo granted to SouthStar a first priority security interest in all of SG Echo’s presently-owned and hereafter-acquired personal and fixture property, wherever located, including, without limitation, all accounts, goods, chattel paper, inventory, equipment, instruments, investment property, documents, deposit accounts, commercial tort claims, letters-of-credit rights, general intangibles including payment intangibles, patents, software trademarks, trade names, customer lists, supporting obligations, all proceeds and products of the foregoing.

2 unchanged sentences

SG Echo shall be required to provide the same not less than sixty ( 60 ) but not more than ninety ( 90 ) days notice during any and all renewal terms in order to terminate the Factoring Agreement, and if no notice is provided, the renewal term will extend for an additional thirty-six ( 36 ) month period.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

Notes Payable (continued)

If SouthStar has not purchased accounts receivable in a quarterly period during any initial or renewal term which exceed fifty percent ( 50 %) of the Facility Amount per calendar quarter, in which $ 250,000 of the purchased accounts each month must be with ATCO Structures & Logistics (USA) Inc.

1 unchanged sentence

Pursuant to a Secured Continuing Corporate Guaranty, dated June 8, 2023 (the “Corporate Guaranty”), the Company has guaranteed SG Echo’s obligations to SouthStar under the Secured Note and Factoring Agreement.

Pursuant to a Cross-Default and Cross Collateralization Agreement (the “Cross Default Agreement”), effective June 8, 2023, between SouthStar, SG Echo and the Company, 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).

Pursuant to a Cross-Default and Cross Collateralization Agreement, effective June 8, 2023, among SouthStar, SG Echo and the Company, 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).

SG Echo incurred $ 70,120 in debt issuance costs in connection with the Secured Note.

For the year ended December 31, 2023 , the Company recognized amortization of debt issuance costs of $ 17,535 .

As of December 31, 2023 , the unamortized debt issuance costs amounted to $ 52,585 .

As of December 31, 2024 and 2023 , the principal balance on this note was $ 0 and $ 790,546 , respectively.

During 2024 , the entire balance was paid in full.

Enhanced Note

On September 20, 2024, SG Echo entered into a Loan and Security Agreement (the “Enhanced Loan Agreement”) with Enhanced Capital Oklahoma Rural Fund, LLC (“Enhanced”) pursuant to which SG Echo borrowed $ 4,000,000 (the “Principal”) from Enhanced, and whereby SG Echo executed and delivered a Secured Promissory Note (the “Enhanced Note”) to Enhanced to evidence SG Echo’s obligations under the Enhanced Loan Agreement.

The Enhanced Note shall bear interest at a rate equal to the greater of (i) the Secured Overnight Financing Rate (“SOFR”) plus six and sixty-five tenths percent ( 6.65 %) and (ii) ten percent ( 10.0 %) per annum (the “Interest Rate”).

SG Echo shall pay to Enhanced a closing fee of $ 80,000 , which shall be due and payable on October 1, 2025, unless such date shall be extended by Lender.

SG Echo’s obligations under the Enhanced Loan Agreement and the Enhanced Note have been guaranteed by the Company.

Pursuant to the terms of the Enhanced Note, SG Echo shall make monthly payments of accrued interest on the first business day of each calendar month until December 31, 2025.

Commencing January 2026, SG Echo shall make monthly payments of accrued interest and additionally shall make a monthly principal payment on the Note in an amount equal to $ 22,222.22 .

The maturity date of the Note shall be the sixty -month anniversary of the closing date (the “Enhanced Maturity Date”).

All outstanding principal and accrued interest shall be due and payable on the Enhanced Maturity Date.

Pursuant to the terms of the Enhanced Loan Agreement, on the closing date, $ 360,000 (the “Interest Reserve”) will be deposited in a segregated deposit account in SG Echo’s name, which account shall be subject to a Control Agreement in favor of the Lender (the “Interest Reserve Account”).

The monthly payments due under the Enhanced Note are withdrawn from the Interest Reserve Account until the Interest Reserve has been fully withdrawn.

SG Echo shall have no obligation to replenish amounts withdrawn from the Interest Reserve Account.

Pursuant to the terms of the Enhanced Loan Agreement, SG Echo shall grant Enhanced a first priority mortgage on the real property located at 101 Waldron Rd., Durant, Oklahoma.

Additionally, SG Echo shall grant Lender a continuing security interest in, a general lien upon, collateral assignment of, and a right of set-off against all of SG Echo’s right, title, and interest in and to all assets of SG Echo.

In the event of default (as defined in the Enhanced Loan Agreement), Enhanced, among other remedies, can demand all amounts and/or liabilities owing from time to time by SG Echo to Enhanced pursuant to the Enhanced Loan Agreement and the Enhanced Note (with accrued interest thereon) and all other amounts owing under the Enhanced Loan Agreement due and payable.

As of December 31, 2024 , the Company paid off the remaining balances of the Secured Note and the Overadvance with the proceeds of the Enhanced Note.

As of December 31, 2024 the principal balance on this note was $ 4,000,000 .

SAFE & GREEN HOLDINGS CORP.

3 unchanged sentences

Notes Payable (continued)

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 originally received $ 1,250,000 .

The 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 DevCo 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 SG DevCorp’s transfer agent, and which represent 19.99 % of SG DevCorp’s outstanding shares.

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 has been paid to Bridgeline Capital Partners S.A.

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

As of December 31, 2023 , the Company has paid $ 35,000 in debt issuance costs.

The BCV Loan Agreement provided that if SG DevCorp’s shares of common stock were not listed on The Nasdaq Stock Market on before August 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 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.

For the year ended December 31, 2023 , the Company recognized amortization of debt issuance costs of $ 57,569 .

As of December 31, 2023 , the unamortized debt issuance costs amounted to $ 633,262 .

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 must 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 must 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.

Galvin Promissory Note

On December 14, 2023, the Company entered into a promissory note with Paul Galvin, the Company’s Chairman and CEO, for $ 75,000 (“Galvin Note Payable”).

The note shall not accrue interest, and the entire unpaid principal balance is due December 14, 2024.

During the three months ended March 31, 2024 the Company entered into an additional promissory note with Mr.

Galvin in the amount of $ 10,000 .

The note shall not accrue interest, and the entire unpaid principal balance is due December 14, 2024 .

During the year ended December 31, 2024, $ 68,000 in principal payments were made.

As of December 31, 2024 the principal balance was $ 17,000 .

1800 Diagonal Note

On March 5, 2024, the Company issued a promissory note (the “ 1800 Diagonal Note”) in favor of 1800 Diagonal Lending LLC (“ 1 800 Diagonal ”) in the aggregate principal amount of $ 149,500 pursuant to a Securities Purchase Agreement, dated March 5, 2024 (the “SPA”).

The 1800 Diagonal Note was purchased by 1800 Diagonal for a purchase price of $ 130,000 , representing an original issue discount of $ 19,500 .

A one -time interest charge of ten percent ( 10 %) (the “Interest Rate”) will be applied on the issuance date to the Principal.

Under the terms of the 1800 Diagonal Note, beginning on April 15, 2024, the Company is required to make nine monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $ 18,272,23 .

The Company shall have a five business day grace period with respect to each payment.

Any amount of principal or interest on this 1800 Diagonal Note which is not paid when due will bear interest at the rate of 22 % per annum from the due date thereof until the same is paid (“Default Interest”).

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

Among other things, an event of default will be deemed to have occurred if the Company fails to pay the principal or interest when due on the 1800 Diagonal Note, whether at maturity, upon acceleration or otherwise, if bankruptcy or insolvency proceedings are instituted by or against the Company or if the Company fails to maintain the listing of its common stock on The Nasdaq Stock Market.

Upon the occurrence of an event of default, the 1800 Diagonal Note will become immediately due and payable and the Company will be obligated to pay to the Investor, in satisfaction of its obligations under the 1800 Diagonal Note, an amount equal to 200 % times the sum of the then outstanding principal amount of the 1800 Diagonal Note plus accrued and unpaid interest on the unpaid principal amount of this 1800 Diagonal Note to the date of payment plus Default Interest, if any.

After an event of default, at any time following the six month anniversary of the 1800 Diagonal Note, 1800 Diagonal will have the right, to convert all or any part of the outstanding and unpaid amount of the 1800 Diagonal Note into shares of the Company’s common stock at a conversion price equal to the greater of $ 0.08 or 65 % multiplied by the lowest closing bid price during the 10 trading days prior to the conversion date (representing a discount rate of 35 %).

The 1800 Diagonal Note may not be converted into shares of the Company’s common stock if the conversion would result in 1800 Diagonal and its affiliates owning an aggregate of in excess of 4.99 % of the then outstanding shares of the Company’s common stock.

In addition, unless the Company obtains shareholder approval of such issuance, the Company shall not issue a number of shares of its common stock under 1800 Diagonal Note, which when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Rule 5635 (d), would exceed 19.99 % of the shares of the Company’s common stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion Limitation”).

Upon the occurrence of an event of default as a result of the Company being delisted from Nasdaq, the Conversion Limitation shall no longer apply.

On August 28, 2024, the Company issued a promissory note (the “August 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $ 290,000 for a purchase price of $ 250,000 , representing an original issue discount of $ 40,000 .

A one -time interest charge of twelve percent ( 12 %) be applied on the issuance date to the principal balance.

Under the terms of the August 1800 Diagonal Note, beginning on February 28, 2025, the Company is required to make five monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $ 40,600 , with $ 162,400 being due on February 28, 2025.

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

The connection with the August 1800 Diagonal Note, the Company incurred $ 8,000 in debt issuance costs.

The August 1800 Diagonal Note has default terms similar to the 1800 Diagonal Note as described above.

On October 17, 2024, the Company issued a promissory note (the “October 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $ 174,000 for a purchase price of $ 150,000 , representing an original issue discount of $ 24,000 .

A one -time interest charge of twelve percent ( 12 %) be applied on the issuance date to the principal balance.

Under the terms of the October 1800 Diagonal Note, beginning in November 2024, the Company is required to make nine monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $ 21,653 .

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

The connection with the October 1800 Diagonal Note, the Company incurred $ 6,000 in debt issuance costs.

The October 1800 Diagonal Note has default terms similar to the 1800 Diagonal Note as described above.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

Notes Payable (continued)

As of December 31, 2024 and 2023 , long term notes payable consisted of the following:

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Cash Advance Agreement

BCV Loan Agreement

G alvin Note Payable

July Cash Advance Agreement

Pawn Advance Agreement

Enhanced Note

December Cash Advance Agreement

December Cash Advance Agreement 2

1800 Diagonal Note

August 1800 Diagonal Note

Galvin Note Payable

Debt discount and debt issuance costs

Total debt, net

current maturities

Long-term debt, net

SAFE & GREEN HOLDINGS CORP.

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For the Years Ended December 31, 2024 and 2023

Business Combination

On September 17, 2020, the Company, through SG Echo, LLC (its wholly owned subsidiary), entered into an Asset Purchase Agreement (“APA " ) to acquire substantially all of the assets of Echo DCL, LLC (“Echo”) for $ 1,059,600 in cash (the “Echo Acquisition”), except for ECHO DCL's real estate holdings.

The Echo Acquisition closed on September 23, 2020.

In addition, the sellers of Echo have the potential of additional consideration based upon the APA.

In accordance with ASC 805 , the Echo Acquisition is accounted for as a business combination.

The Echo Acquisition was made for the purpose of expanding the Company’s footprint into the modular manufacturing business.

As part of the Echo Acquisition, the Company recorded a contingent consideration liability for additional payments due to the sellers of Echo.

These payments are due in accordance with the APA and are based upon the net income obtained from the Echo business during certain earnout periods.

The earnout periods concluded as of September 30, 2021.

The initial contingent consideration liability of $ 0 was based on the fair value of the contingent consideration liability at the acquisition date, and is payable in cash and shares of restricted common stock of the Company.

Any contingent liability would be paid out in the period after the earn out period, once additional advances are paid in full.

As of December 31, 2021 , the earnout period has ended and no amount was due.

The Company leases an office, a plant and certain equipment under non-cancelable operating and finance lease agreements.

The leases have remaining lease terms ranging from one year to ten years.

Scheduled maturities of notes payable is as follows for the years ending December 31,:

The Company leased certain equipment under non-cancelable operating and finance lease agreements.

The leases have remaining lease terms of less than one year.

Supplemental balance sheet information related to leases is as follows:

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December 31, 2024

Operating Leases

Right-of-use assets, net

Current liabilities

Lease liability, current maturities

Non-current liabilities

Lease liability, net of current maturities

Total operating lease liabilities

Finance Leases

Right-of-use assets

Right-of-use assets, net

Current liabilities

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Lease liability, net of current maturities

Total finance lease liabilities

Total financing lease liabilities

Weighted Average Remaining Lease Term

Operating leases

Finance leases

Weighted Average Discount Rate

Operating leases

Finance leases

As of December 31, 2024 the balance of right-of-use asset was deemed impaired and the Company recorded and impairment loss of $ 1,015,304 .

impairment was due to non-use of such assets, and the Company in negotiations

with the current lessor.

The Company believes it will not be able to recognize

the value of the asset further and has thus deemed it fully impaired.

Additionally,

the Company recorded an amount of $ 551,502 as an impairment loss for additional

potential amounts due through the estimated remainder of the lease.

SAFE & GREEN HOLDINGS CORP.

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Year Ending December 31,

Total lease payments

Imputed interest

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New contracts and change orders during the year

Adjustments and cancellations, net

contract revenue earned during the year

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Construction Backlog (continued)

During 2022 , the Company entered into a contract with ATCO Structures & Logistics (USA) Inc.

for $ 5,771,200 that is reflected in the December 31, 2022 backlog.

This amount was fully recognized during the year ended December 31, 2023.

The Company’s remaining backlog as of December 31, 2024 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options.

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Segment Reporting

The Company’s Chief Operating Decision Maker (“CODM”) as defined under GAAP, who is the Company’s Chief Financial Officer and Chief Executive Officer, has determined that the Company is currently organized its operations into the segments as follows.

We have organized our operations into three segments:

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The Construction segment includes the Company's manufacturing unit SG ECHO and other modules projects.

The Medical segment mainly consists of the Company's joint venture COVID- 19 laboratory operations.

The Development segment includes real property development utilizing our technology and our manufacturing facility.

The Medical segment mainly consists of minimal expenses for this segment.

The Environmental segment has had no activity through December 31, 2024.

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From time to time, the Company revises the measurement of each segment's cost of revenue and operating expenses, including any corporate overhead allocations, as determined by the information regularly reviewed by its executive team.

The CODM continually reviews a monthly statement of operations separated by segment, along with an analysis of the significant segment expenses as described below.

Information for the Company's segments, as well as for Corporate and support, is provided in the following table:

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Fiscal Year Ended December 31, 2024

Operating income (loss)

Other income (expense)

Income (loss) before income taxes

Net income (loss) attributable to non-controlling interest

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

Significant segment expenses:

Costs of revenue:

Allocated overhead

Other costs of revenue

Operating expenses:

Payroll and related

Professional fees

Other expenses

Operating loss

Other expense

Loss before income taxes

I ncome from discontinued operation

Net loss attributable to common stockholders

Depreciation and amortization

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Fiscal Year Ended December 31, 2023

Operating income (loss)

Other income (expense)

Income (loss) before income taxes

Net income (loss) attributable to non-controlling interest

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

Significant segment expenses:

Costs of revenue:

Allocated overhead

Other costs of revenue

Operating expenses:

Payroll and related

Professional fees

Other expenses

Operating loss

Other expense

Loss before income taxes

Loss from discontinued operation

Net loss attributable to common stockholders

Depreciation and amortization

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Accrued expenses

Change in fair value of investments

Net deferred tax asset

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Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive.

At December 31, 2023 , there were options, including options granted to non-employees and non-directors, restricted stock units and warrants to purchase 36,436 , 0 and 2,247,133 shares of common stock ( 1,822 , 0 and 112,357 , respectively, shares as adjusted for the May Stock Split) respectively, outstanding that could potentially dilute future net income per share.

At December 31, 2024 , there were outstanding options, restricted stock units and warrants to purchase 1,822 , 404,924 and 5,809,799 shares of our Common Stock, respectively, outstanding that could potentially dilute future net income per share.

Because the Company had a net loss as of December 31, 2024 , it is prohibited from including potential common shares in the computation of diluted per share amounts.

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The net proceeds to the Company after deducting the Placement Agent’s fees and the Company’s estimated offering expenses was approximately $ 10.5 million.

Securities Purchase Agreement – In April 2019 , the Company issued 42,388 shares of its common stock ( 2,119 shares as adjusted for the May Stock Split), at $ 22.00 per share ($ 440 as adjusted for the May Stock Split), through a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors and accredited investors.

Concurrently with the sale of the common stock, pursuant to the Purchase Agreement, the Company also sold common stock purchase warrants to such investors to purchase up to an aggregate of 42,388 shares of common stock.

( 2,119 shares as adjusted for the May Stock Split),.

The Company incurred $ 379,816 in issuance costs from the offering and issued 4,239 ( 212 as adjusted for the May Stock Split), warrants to the underwriters.

The warrants are further discussed in Note 18 .

SAFE & GREEN HOLDINGS CORP.

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Stockholders’ Equity (continued)

( 2,119 shares as adjusted for the May Stock Split),.

The Company incurred $ 379,816 in issuance costs from the offering and issued 4,239 ( 212 as adjusted for the May Stock Split), warrants to the underwriters.

The warrants are further discussed in Note 18 .

Underwriting Agreement – In August 2019 , the Company issued 45,000 shares of its common stock ( 2,250 shares as adjusted for the May Stock Split), at $ 17.00 per share ($ 340 as adjusted for the May Stock Split), pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”) to the public.

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Further, under the EP Agreement and subject to the Maximum Commitment Amount, the Company has the right, but not the obligation, to submit a Put Notice (as defined in the EP Agreement) from time to time to Peak One (i) in a minimum amount not less than $ 25,000 and (ii) in a maximum amount up to the lesser of ( (a) $ 750,000 or (b) 200 % of the Average Daily Trading Value (as defined in the EP Agreement).

In connection with the EP Agreement, the Company issued to Investments, the general partner of Peak One , 75,000 shares of its common stock ( 3,750 shares as adjusted for the May Stock Split), and agreed to file a registration statement registering the common stock issued or issuable to Peak One and Investments under the Agreement for resale with the Securities and Exchange Commission within 60 calendar days of the Agreement, as more specifically set forth in the Rights Agreement.

In connection with the EP Agreement, the Company issued to Peak One Investments, 75,000 shares of its common stock, and agreed to file a registration statement registering the common stock issued or issuable to Peak One and Peak One Investments under the Agreement for resale with the Securities and Exchange Commission within 60 calendar days of the Agreement, as more specifically set forth in the Rights Agreement.

The registration statement was declared effective on April 14, 2023

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Among other things, Peak One represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501 (a) of Regulation D under the Securities Act, and the Company sold the securities in reliance upon an exemption from registration contained in Section 4 (a)( 2 ) of the Securities Act and Regulation D promulgated thereunder.

Under the EP Agreement, the Company issued 657,895 shares of common stock ( 32,895 shares as adjusted for the May Stock Split), for $ 394,735 .

Common Stock Issued for Services – During the year ended December 31, 2023 , the Company issued 287,512 shares of common stock ( 14,376 shares as adjusted for the May Stock Split), for services provided.

The value of the shares amounted to $ 437,325 .

Common Stock Issued for Debt Issuances – During the year ended December 31, 2023, the Company issued 50,000 shares of common stock ( 2,500 shares as adjusted for the May Stock Split), for debt issuances.

Additionally, the Company issued warrants for such insurances.

The total value of the shares and warrants amounted to $ 354,329 .

During the year ended December 31, 2024, the Company issued 13,355 shares of common stock under the EP Agreement for $ 28,867 .

Fractional shares – During the year ended December 31, 2024 , the Company recorded a fractional share adjustment of 82 shares in connection with the recent stock split.

Issuance of common stock and warrants for debt issuance – During the year ended December 31, 2024, the Company issued 15,000 shares of common stock and warrants for issuances of debt.

The value of the shares and warrants amounted to $ 251,361 , which was originally recorded as a debt discount and fully amortized when the note was extinguished.

Restricted Stock Units – During the year ended December 31, 2024 , the Company issued 518,068 shares of common stock with a value of $ 1,194,597 for vested restricted stock units.

SAFE & GREEN HOLDINGS CORP.

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For the Years Ended December 31, 2024 and 2023

Restricted Stock Units – During the year ended December 31, 2023 , the Company issued 3,020,334 shares of common stock ( 151,017 shares as adjusted for the May Stock Split), for previously vested restricted stock units.

During the year ended December 31, 2022 , the Company issued 43,333 shares of common stock ( 2,166 shares as adjusted for the May Stock Split) for previously vested restricted stock units.

Separation - In connection with the Separation, discussed in Note 2 the Company recorded the distribution based upon the stockholders’ equity on such date and the closing market price of the Company’s common stock.

The distributed fair market value was $ 8,220,004 .

Noncontrolling interest – During the year ended December 31, 2023, the Company recorded a distribution of $ 46,417 to its noncontrolling interest and a net gain from its controlling interest.

In addition, during the year ended December 31, 2023, SG DevCorp recorded $ 684,438 of additional equity transactions which related to transactions in its own stock from debt issuances to third parties.

Treasury stock – During the year ended December 31, 2023, the Company repurchased additional treasury stock for $ 42,716 .

Conversion – During the year ended December 31, 2023, the Company converted $ 730,000 of notes payable and $ 45,000 of accrued interest for a total of 538,917 shares of common stock.

( 26,946 shares as adjusted for the May Stock Split),.

Such amount was converted within the terms of the agreement with no gains or losses recognized on the transactions.

Warrant exercise – During the year ended December 31, 2023, 274,074 of shares of common stock ( 13,704 shares as adjusted for the May Stock Split), were issued resulting from cashless warrant exercises.

In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares of common stock ( 216 shares as adjusted for the May Stock Split), at an exercise price of $ 125.00 per share ($ 2,500.00 as adjusted for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023 .

The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $ 63,796 .

The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital.

In conjunction with the Purchase Agreement in April 2019 , the Company also sold warrants to purchase up to an aggregate of 42,388 shares of common stock ( 2,119 shares as adjusted for the May Stock Split), at an initial exercise price of $ 27.50 per share ($ 550.00 as adjusted for the May Stock Split) ,.

The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire October 29, 2024 .

T he Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock ( 212 shares as adjusted for the May Stock Split), at an initial exercise price of $ 27.50 per share ($ 550.00 as adjusted for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 .

Stockholders’ Equity (continued)

Conversion – During the year ended December 31, 2024 , Peak One converted $ 802,087 of its principal balance and accrued interest into 154,155 shares of common stock of the Company.

Such conversion was within the terms of the agreement with no gains or losses recognized on the transactions.

Warrant exercise – During the year ended December 31, 2024 , 11,389 shares of common stock were issued resulting from cashless warrant exercises.

Additionally, 955,000 shares of common stock were issued resulting from the exercise of pre-funded warrants.

Settlement of accounts payable – During the year ended December 31, 2024, 212,248 shares of common stock were issued resulting from the settlement of accounts payable in the amount of $ 1,259,681 .

Such amount included a gain of $ 121,834 which has been included in additional paid in capital, due to the fact the settlement of accounts payable was from a related party at the time of the transaction.

Noncontrolling interest – During the year ended December 31, 2024 , SG DevCorp recorded $ 2,976,1140 of additional equity transactions which related to transactions in its own stock from debt issuances to third parties, of which $ 1,803,980 is recorded in additional paid in capital and $ 1,290,917 is recorded in noncontrolling interest.

Common stock deemed dividend – During the year ended December 31, 2024, the Company recorded a common stock deemed dividend in the amount of $ 475,713 from the Conversion Deemed Dividend which resulted from the change in fair value of the conversion prices of the underlying agreements.

Inducement - On March 8, 2024, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), issued in a private placement offering that closed on October 27, 2021 (the “Existing Warrants”).

Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to 1,898,630 shares of common stock ( 94,932 as adjusted for the May Stock Split), at an exercise price of $ 0.2603 per share ($ 5.206 as adjusted for the May Stock Split).

The Company recognized common stock deemed dividends in the amount of $ 1,162,436 which resulted from the excess initial fair value of the New Warrants Shares issued described below.

In addition, the Company incurred $ 454,867 of equity related costs which have been netted with the net proceeds from the July 2022 Offering.

The Company received aggregate gross proceeds of approximately $ 494,213 , before deducting placement agent fees and other expenses payable by the Company.

In consideration of the Holder’s immediate exercise of the Existing Warrants, the Company issued unregistered warrants (the “New Warrants”) to purchase 3,797,260 shares of Common Stock ( 189,863 as adjusted for the May Stock Split) ( 200 % of the number of shares of common stock issued upon exercise of the Existing Warrants) (the “New Warrant Shares”) to the Holder.

The issuance of the shares of Common Stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S- 1 (File No.

333 - 260996 ), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 23, 2021.

In addition, pursuant to the Inducement Agreement, the Company agreed not to issue any shares of Common Stock or Common Stock equivalents (as defined in the Inducement Agreement) or to file any other registration statement with the SEC (in each case, subject to certain exceptions) until thirty ( 30 ) days after the closing.

The Company has also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Agreement) until sixty ( 60 ) days after closing.

The Company agreed in the Inducement Agreement to file a registration statement to register the resale of the New Warrant Shares (the “Resale Registration Statement”) on or before thirty ( 30 ) days from the initial closing of the transactions contemplated by the Inducement Agreement, and to use commercially reasonable efforts to have such Resale Registration Statement declared effective by the SEC within sixty ( 60 ) days (or, in the event of a full review, ninety ( 90 ) calendar days) following the date of filing the Resale Registration Statement.

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

For the Years Ended December 31, 2024 and 2023

Stockholders’ Equity (continued)

Under the Inducement Agreement, to the extent required under the rules and regulations of the Nasdaq Stock Market, the Company agreed to hold a special or annual meeting of shareholders no later than the 60 th calendar date following the date of the Inducement Agreement for the purpose of seeking the Stockholder Approval (as defined below).

If the Company does not obtain Stockholder Approval at the first meeting, the Company shall call a meeting every ninety ( 90 ) days thereafter to seek Stockholder Approval until the earlier of the date Stockholder Approval is obtained or the New Warrants are no longer outstanding.

The Company expects to use the net proceeds from these transactions for working capital and other general corporate purposes.

Maxim served as the Company’s financial advisor in connection with the transactions described in the Inducement Agreement, and the Company paid Maxim (i) a cash fee equal to 7.0 % of the aggregate gross proceeds received from the Holder upon exercise of the Existing Warrants and the exercise of the New Warrants, and (ii) $ 10,000 for legal fees and other out-of-pocket expenses.

May 2024 Private Placement - On May 3, 2024, the Company entered into a Securities Purchase Agreement (the “May Securities Purchase Agreement”) for a private placement (the “Private Placement”) with a single accredited institutional investor (the “Purchaser”).

Pursuant to the Securities Purchase Agreement, the Purchaser agreed to purchase 130,000 shares (the “Shares”) of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), and pre-funded warrants to purchase 1,249,310 shares of Common Stock in lieu thereof (the “Pre-Funded Warrants”) and common warrants (the “Common Warrants”) to purchase up to 2,758,620 shares of Common Stock.

Pursuant to the May Securities Purchase Agreement, the combined offering price of each Share and Common Warrant was set at $ 2.90 and the combined offering price of each Pre-Funded Warrant and Common Warrant was set at $ 2.8999 .

The Shares, the Pre-Funded Warrants, the Common Warrants and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and Common Warrants are collectively referred to herein as the “Securities.”

The Pre-Funded Warrants are exercisable immediately following the date of issuance, may be exercised at any time until all of the Pre-Funded Warrants are exercised in full, and have an exercise price of $ 0.0001 per share.

The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective date of the Registration Statement (as defined below) registering the Shares and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants and have an exercise price of $ 2.65 per share.

A holder may not exercise any Pre-Funded Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 9.99 % of the Company’s outstanding Common Stock immediately after exercise.

A holder may not exercise any Common Warrants that would cause the aggregate number of shares of common stock beneficially owned by the holder to exceed 4.99 % of the Company’s outstanding Common Stock immediately after exercise.

The Pre-Funded Warrants and the Common Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the holders of the Pre-Funded Warrants and the Common Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants and the Common Warrants, respectively, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants and the Common Warrants immediately prior to such transaction.

The Pre-Funded Warrants and the Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

Stockholders’ Equity (continued)

In the event of a “Fundamental Transaction,” which term is defined in the Pre-Funded Warrants and the Common Warrants and generally includes (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person (as defined in the Pre-Funded Warrants and Common Warrants) in which the Company is not the surviving entity (other than a reincorporation in a different state, a transaction for changing the Company’s name, or a similar transaction pursuant to which the surviving company remains a public company), (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the Company’s assets in one or a series of related transactions (which, for the avoidance of doubt, shall not include such transactions that do not require approval of the Company’s stockholders), (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of more than 50 % of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property other than a stock split, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50 % of the voting power of the common equity of the Company, the holders of the Pre-Funded Warrants and Common Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants and the Common Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised such warrants immediately prior to such Fundamental Transaction.

Additionally, as more fully described in the Common Warrants, in the event of certain Fundamental Transactions, the holders of the Common Warrants will be entitled to receive consideration in an amount equal to the Black Scholes Value (as defined in the Common Warrants) of the remaining unexercised portion of the Common Warrants on the date of consummation of such Fundamental Transaction.

The Private Placement closed on May 7, 2024.

The Company received net proceeds from the Private Placement of $ 3,590,386 .

Additionally, during the year ended December 31, 2024, 294,310 prefunded warrants were exercised.

November inducement - On November 6, 2024, the Company entered into an agreement with a single investor that is an existing holder of warrants to purchase shares of common stock of the Company for cash (the “Existing Warrants”), wherein the investor agreed to exercise the Existing Warrants to purchase up 2,758,620 shares of common stock at a reduced exercise price of $ 0.8718 per share, resulting in gross proceeds of approximately $ 2.4 million, before deducting offering fees and other expenses payable by the Company (the “November Inducement”).

The net proceeds amounted to $ 2,104,868 .

In consideration for the exercise of the Existing Warrants for cash, the investor received new warrants (the “New Warrants”) to purchase up to an aggregate of 5,517,240 shares of common stock.

The New Warrants are exercisable after stockholder approval at an exercise price of $ 0.8718 per common share and will expire five years after stockholder approval.

The Company issued and sold the New Warrants and any shares of common stock issuable upon exercise of the New Warrants in reliance on the exemption from the registration requirements of the Securities Act of 1933 , as amended (the “Securities Act”) by virtue of Section 4 (a)( 2 ) thereof and Rule 506 of Regulation D thereunder.

The Company recognized common stock deemed dividends in the amount of $ 3,983,447 which resulted from the excess initial fair value of the New Warrants issued.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $ 63,796 .

The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital.

In conjunction with the Underwriting Agreement in August 2019 , the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock ( 112 shares as adjusted for the May Stock Split), at an initial exercise price of $ 21.25 per share ($ 425.00 as adjusted for the May Stock Split) ,.

6 unchanged sentences

The warrants are have an exercise price of $ 4.80 per share, ($ 96.00 as adjusted for the May Stock Split),, exercisable at the option of the holder on or after October 26, 2021 and will expire five years from the date of issuance.

These warrants were exercised in connection with the Inducement Agreement during the year ended December 31, 2024.

In conjunction with the issuance of the Debenture in February 2023, the Company issued the Peak Warrant to purchase 500,000 shares of common stock ( 25,000 shares as adjusted for the May Stock Split),.The Peak Warrant expires five years from its date of issuance.

2 unchanged sentences

The initial fair value of the Peak Warrant amounted to $ 278,239 and was recorded, in combination with common stock issued above, as a debt discount of $ 354,329 at the time of issuance of the Debenture.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

Warrants (continued)

In connection with the issuance of the Holdings Debenture in January 2024, the Company issued the “Peak Warrant” # 3 to purchase up to 375,000 shares of the Company’s common stock ( 18,750 as adjusted for the May Stock Split) to Peak One ’s designee, as described in the January 2024 Purchase Agreement.

The Peak Warrant # 3 expires five years from its date of issuance.

The Peak Warrant # 3 is exercisable, at the option of the holder, at any time, for up to 375,000 of shares of common stock ( 18,750 as adjusted for the May Stock Split) of the Company at an exercise price equal to $ 0.53 (the “Exercise Price”) ($ 10.60 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Peak Warrant # 3 .

The Peak Warrant # 3 provides for cashless exercise under certain circumstances.

The initial fair value of the Peak Warrant # 3 amounted to $ 109,161 and was recorded, in combination with common stock issued above, as a debt discount of $ 251,361 at the time of issuance of the Debenture.

In connection with the Private Placement in May 2024, the Company issued common warrants (the “Common Warrants”) to purchase up to 2,758,620 shares of the Company’s common stock.

The Common Warrants are exercisable immediately following the date of issuance, have a term of five years from the effective date of the corresponding registration statement registering the shares of Company common stock and the shares of Company common stock issuable upon exercise of the Common Warrants and have an exercise price of $ 2.65 per share.

The Common Warrants are subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock and also upon any distributions for no consideration of assets to the Company’s stockholders.

In the event of certain corporate transactions, the holders of the Common Warrants will be entitled to receive, upon exercise of the Common Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Common Warrants immediately prior to such transaction.

The Common Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of common stock are entitled.

These warrants were exercised in connection with the November Inducement during the year ended December 31, 2024.

In connection with the November Inducement, in consideration for the exercise of the Existing Warrants for cash, the investor received new warrants (the “New Warrants”) to purchase up to an aggregate of 5,517,240 shares of common stock.

The New Warrants are exercisable after stockholder approval at an exercise price of $ 0.8718 per common share and will expire five years after stockholder approval.

Warrant activity or the year ended December 31, 2024 are summarized as follows:

17 unchanged sentences

Effective January 20, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc .

Stock Incentive Plan, as further amended eff ective June 1, 2018 and as further amended on July 30, 2020 and as further amended on August 18, 2021, (the “Incentive Plan”).

Stock Incentive Plan, as further amended eff ective June 1, 2018, July 30, 2020, August 18, 2021, and as further amended on October 5, 2023, (the “Incentive Plan”).

The Incentive Plan authorizes the issuance of up to 8,625,000 shares of common stock ( 431,250 shares as adjusted for the May Stock Split),.

6 unchanged sentences

Payroll and related expenses

General and administrative expenses

The following table presents total stock-based compensation expense by security type included in the consolidated statements of operations:

Year Ended December 31,

Stock options

Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees.

The simplified method is calculated by averaging the vesting period and contractual term of the options.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2023 and 2022

Share-based Compensation (continued)

The following table summarizes stock-based option activities and changes during the years ended December 31, 2024 and 2023 , as described below:

8 unchanged sentences

Exercisable – December 31, 2024

For the years ended December 31, 2023 and December 31, 2022 , the Company recognized stock-based compensation expense of $ 0 and $ 0 , respectively, related to stock options.

This expense is included in payroll and related expenses in the accompanying consolidated statements of operations.

As of December 31, 2023 , there was no unrecognized compensation costs related to non-vested stock options and all options have been expensed .

The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options.

The fair value of the stock price at December 31, 2023 was $ 0.0 per share.

SAFE & GREEN HOLDINGS CORP.

4 unchanged sentences

Restricted Stock Units

During 2022 , a total of 1,045,000 ( 52,250 as adjusted for the May Stock Split) of restricted stock units were granted to Mr.

Galvin and seven employees of the Company, under the Company’s stock-based compensation plan, at the fair value ranging from $ 1.30 to $ 2.24 per share ($ 26 to $ 44.80 adjusted for the May Stock Split), which represents the closing price of the Company’s common stock at the date of grant.

The restricted stock units granted vest quarterly over two years from the anniversary of the grant date.

The fair value of these units upon issuance amounted to $ 1,843,000 .

On November 18, 2022, a total of 80,000 of restricted stock units ( 4,000 as adjusted for the May Stock Split) were granted to four of the Company's non-employee directors, under the Company's stock-based compensation plan, at the fair value of $ 1.30 per share ($ 26.00 adjusted for the May Stock Split), which represents the closing price of the Company's common stock on November 18, 2022.

The restricted stock units granted vest in equal quarterly installments over a two -year period.

During the three months ended June 30, 2023, a total of 316,834 of restricted stock units ( 15,842 as adjusted for the May Stock Split) were granted to Mr.

3 unchanged sentences

The restricted stock units granted vest in equal quarterly installments over a two-year period.

For the year ended December 31, 2023 and 2022 , the Company recognized stock-based compensation of $ 3,210,631 and $ 2,798,844 related to restricted stock units.

This expense is included in the payroll and related expenses and general and administrative expenses in the accompanying consolidated statement of operations.

During the year ended December 31, 2024, a total of 44,147 , 15,000 and 10,000 of restricted stock units were granted to Mr.

Kaelin and an employee of the Company, respectively, under the Company’s stock-based compensation plan at a fair value of $ 2.27 per share, which represents the closing price of the Company’s common stock at the grant date.

The restricted stock units granted vest immediately.

As of December 31, 2024 , there was a total of $ 401,076 in unrecognized compensation costs related to non-vested restricted stock units.

29 unchanged sentences

The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds.

On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps & Co.

On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps.

Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation.

16 unchanged sentences

Landau shall occur by August 30, 2024, and ( 6 ) depositions of non-parties shall occur by September 30, 2024.

As of December 31, 2023, the Company cannot estimate

any potential loss.

The Company believes

all depositions did not currently take place .

As of December 31, 2024, the Company cannot estimate any potential loss.

( 2 ) CPF GP 2019 - 1 , LLC Litigation – In September 2023, a suit was filed in the form of a declaratory judgment to say CPF GP did not owe certain monies to the Company.

The Company filed counterclaims for the amounts owed.

The case settled in February 2024 in exchange for mutual dismissals and monthly payments of the balance due to the Company from CPF GP.

The case settled in February 2024 in exchange for mutual dismissals and monthly payments of the balance due, which is $ 745,000 in total to the Company from CPF GP.

To date, the Company

has not received additional monthly payments and has not recorded this gain.

SAFE & GREEN HOLDINGS CORP.

4 unchanged sentences

( 3 ) Farnam Litigation – In October 2023, Farnam Street Financial, Inc.

(“Farnam”), filed suit against the Company seeing monies owed under certain leases.

The Company is confident in its position that the lending practices of Farnam constitute illegal business practices under federal and state law, but is also optimistic of the potential for a resolution.

Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance.

The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements.

(“Farnam”) filed suit against the Company in the United States District Court for the District of Minnesota (Case No.

23 -CV- 3212 ) alleging breaches by the Company under a certain lease agreement between Farnam and the Company dated as of October 13, 221.

Farnam sought monies owed under such lease agreement.

On August 1, 2024, the Company, SG Echo and SG Environmental Solutions Corp.

(“SG Environmental”), a wholly owned subsidiary of the Company, entered into a settlement agreement (the “Settlement”) with Farnam to resolve the pending litigation.

Simultaneously with the execution of the Settlement, (i) the Company, SG Environmental and Farnam entered into an assignment and assumption agreement, pursuant to which SG Environmental was substituted for the Company as the lessee under the lease agreement, and (ii) SG Environmental and Farnam executed a new Lease Schedule No.

001 R (“Schedule 1 R”), which replaced the prior schedule in its entirety.

The terms of the Settlement included the following:

(i) SG Environmental will be the signatory under the “Lessee” under the lease;

(ii) the initial term (the “Initial Term”) of Schedule 1 R is 18 months;

(iii) the “Commencement Date” of Schedule 1 R is August 1, 2024;

(iv) the original cost of the equipment subject to Schedule 1 R is $ 1,556,163.00 ;

(v) so long as there has been no default under the lease and Schedule 1 R, SG Environmental shall have the option to purchase the equipment at the end of the Initial Term for thirty-five percent ( 35 %) of the original cost of the equipment, or $ 544,657.05 , plus applicable taxes;

(vi) the “Monthly Lease Charge” under Schedule 1 R is $ 65,880.95 , plus applicable taxes;

and (vii) SG Environmental shall provide a new security deposit under Schedule 1 R in the amount of $ 167,056.00 , which shall be paid on or before August 1, 2024.

Simultaneously with the execution of the Settlement, the Company and SG Echo executed a guaranty, whereby each of the Company and SG Echo jointly and severally guarantee SG Environmental’s full and prompt payment and performance under the lease and Schedule 1 R.

Per the Settlement, Farnam shall retain as income all prior payments from the Company (or any Company affiliate) under the lease, the prior schedule, or any other agreement with the Company or its affiliates, including all monthly lease charges, interim rent, taxes, interest, fees, late charges, and any security deposits, including the deposit under the prior schedule.

Under the terms of the Settlement, Farnam and the Company each agree to waive and release any and all claims against the other, except with respect to each party’s performance under the Settlement and each party’s future obligations under the lease, Schedule 1 R and guaranty agreements.

The case remains ongoing as disputes have arisen post-Settlement between the Company and Farnam.

As of December 31, 2024, the Company cannot estimate any potential loss , besides the original amounts

of approximately $ 1.5 million which are included in accounts payable and

accrued expenses.

(4) American Express Litigation – In December 2023, American Express

Travel Related Services Company, Inc.

(“AMEX”) filed suit against the Company

in the Supreme Court of the State of New York, County of New York (Case No.

162231/2023) alleging breaches of a commercial credit card agreement between

AMEX and the Company, dated as of November 8, 2022.

AMEX sought monies owed

under the commercial credit card agreement, with a balance of $ 232,218.94 as of

the commencement of the action.

In August 2024, AMEX filed a Motion for Default

Judgment, which was granted by the court on or about September 19, 2024, for

the amount of damages requested in AMEX’s motion.

As of December 31, 2024, the

estimated potential loss to the Company is approximately $ 232,000 which is

included in accounts payable and accrued expenses.

(5) Choctaw Litigation – In March 2024, the Choctaw Nation of

Oklahoma (“Choctaw Nation”) filed suit against SG Echo, LLC (“SG Echo”) and the

Company in the District Court of Bryan County, State of Oklahoma (Case No.

CJ-2024-41) alleging:

(a) breaches by SG Echo under a certain commercial lease

agreement between SG Echo and the Choctaw Nation related to commercial property

located at 2917 Big Lots Road, Durant, Oklahoma 74701;

and (b) declaratory and

injunctive relief relating to certain cranes, declaring the Choctaw Nation to

be the owner of the cranes and not SG Echo.

The Company disputes the Choctaw

Nation’s allegations.

As of December 31, 2024, the case remains pending.

December 31, 2024, the Company cannot estimate any potential loss.

December 31, 2024, the estimated potential loss to the Company is approximately

$ 138,000 which is included in accounts payable and accrued expenses.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

(6) Durant Industrial Authority Litigation – In November 2024, The Durant Industrial

Authority (“DIA”) filed suit against the Company, SG Echo, LLC, among others,

alleging breaches by the Company and SG Echo under a certain forgivable

promissory note executed between SG Echo as the borrower and the DIA as the

lender in the principal sum of $ 750,000 (the “Forgivable Note”).

indebtedness under the Forgivable Note would be forgiven in three separate

phases based upon the schedule set forth in the Forgivable Note.

allegations include, among others, that due to SG Echo’s alleged breaches, the

Forgivable Note is no longer forgivable and has been accelerated and is due in

The Company and SG Echo dispute the DIA’s allegations.

As of December 31,

2024, the case remains pending.

As of December 31, 2024, the Company cannot

estimate any additional potential loss, however as of December 31, 2024 the

$ 750,000 is included in short-term notes payable.

(7) Rulien Litigation – In March, 2024, Rulien Advisors, LLC

(“Rulien”) filed suit against the Company in the Supreme Court of the State of

New York Commercial Division, Kings County (Case No.

506426/2024) alleging

breaches of a consulting agreement entered into by the Company and Rulien,

dated as of December 17, 2018 (the “Consulting Agreement”), whereby the Company

engaged Rulien to act as a non-exclusive independent sales representative to

promote the sale of, and to solicit orders for, products and services offered

for sale by the Company.

Rulien alleges that it has earned commissions for (a)

the alleged sale of property located at 1900 American Drive, Lago Vista, Texas,

and (b) the Company’s spin-off of the Company’s wholly-owned subsidiary, Safe

and Green Development Corporation, into a separate publicly traded company

listed on the Nasdaq stock exchange.

The Company disputes Rulien’s claims.

case remains pending.

As of December 31, 2024, the Company cannot estimate any

potential loss.

(8) Caliber Litigation – In June 2024, Caliber Corporate

Advisers, LLC (“Caliber”) filed suit against the Company in the Supreme Court

of the State of New York, County of New York (Case No.

652893/2024) alleging

breaches of a Consulting Services Agreement between Caliber and the Company

(the “Services Agreement”), alleging a balance owed of $ 46,350 .

disputes Calibers claims, and claims that Caliber failed to provide meaningful

services as set forth in the Services Agreement.

As of December 31, 2024, the

case remains pending.

As of December 31, 2024, the Company cannot estimate any

potential loss.

(9) MDisrupt Litigation – In August 2024, MDisrupt, Inc.

filed suit against Safe and Green Medical Corporation (“SG Medco”) and the

Company in the 353 rd District Court of Travis County, Texas (Case

D-1-GN-24-003213) alleging breaches of a consulting services agreement

between Medco and MDisrupt entered into on or about September 20, 2023 (the

“Services Agreement”), alleging a balanced owed of $ 183,901 .

Medco and the

Company dispute MDisrupt’s allegations.

Further, the Company was not party to

the Services Agreement.

As of December 31, 2024, the case remains pending.

of December 31, 2024, the Company cannot estimate any potential loss and does

not believe any loss is probable.

December 31, 2024, the estimated potential loss to the Company is $ 183,901

which is included in accounts payable and accrued expenses.

Vendor Litigation

19 unchanged sentences

The HOLA State Court Action was removed to the Central District of California and consolidated with the HOLA Action.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

On January 22, 2021, the Company filed a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, Avesi Construction, LLC, and American Home Building and Masonry Corp (“AHB”) for indemnity and contribution with respect to HOLA’s claims.

43 unchanged sentences

The parties that have answered and appeared in the case are currently engaged in discovery.

The dispute between SG Blocks, Inc., HOLA

Community Partners, and others in the above-described lawsuit settled, and a

formal settlement agreement was executed in December 2022.

In accordance with

the settlement agreement, all funds to be paid were, in fact, paid.

27, 2023, the settling parties filed a Joint Stipulation to Dismiss All Causes

of Action Against All Parties Except Avesi Construction, LLC (“Aveshi”), and

Saddleback Roofing, Inc.

The dispute between SG Blocks, Inc., HOLA Community Partners, and others in the above-described lawsuit settled, and a formal settlement agreement was executed in December 2022.

In accordance with the settlement agreement, all funds to be paid were, in fact, paid.

On February 27, 2023, the settling parties filed a Joint Stipulation to Dismiss All Causes of Action Against All Parties Except Avesi Construction, LLC (“Aveshi”), and Saddleback Roofing, Inc.

(“Saddleback”).

The claims against the settling parties,

pursuant to the settlement, were to be dismissed and have since been dismissed.

The claims against the settling parties, pursuant to the settlement, were to be dismissed and have since been dismissed.

SG Blocks, Inc.

had taken defaults against Aveshi and Saddleback, and is

continuing to pursue default judgments against same.

had taken defaults against Aveshi and Saddleback, and is continuing to pursue default judgments against same.

On February 17, 2025, the Company executed a Settlement Agreement and Release with Saddleback, to release all claims between the parties.

As part of the settlement, Saddleback agreed to pay a settlement payment of $ 400,000 .

All of the settlement proceeds were refunded to the Company’s Insurer Sompo, based on monies already paid out by Sompo in the underlying matter.

As the matter is now settled, the parties will shortly move the court to dismiss the Saddleback matter.

2 .) SG Blocks, Inc.

EDI International, PC

On June 21, 2019, SG Blocks, Inc.

a lawsuit against EDI International, PC, a New Jersey corporation, in

connection with the parties’ consulting agreement, dated June 29, 2016,

pursuant to which EDI International, PC, was to provide, for a fee, certain

architectural and design services for the Project.

The lawsuit is styled SG

EDI International, PC et al., and was filed in California Superior

Court, for the County of Los Angeles, case no.

filed a lawsuit against EDI International, PC (“EDI”), a New Jersey corporation, in connection with the parties’ consulting agreement, dated June 29, 2016, pursuant to which EDI, was to provide, for a fee, certain architectural and design services for the original project between the Company and HOLA (“Project”).

The lawsuit is styled SG Blocks, Inc.

EDI et al., and was filed in California Superior Court, for the County of Los Angeles, case no.

19 STCV 21725 .

SG Blocks, Inc.

claims that EDI International, PC, tortiously interfered with SG Blocks, Inc’s

economic relationship with HOLA Community Partners and Heart of Los Angeles

claims that EDI, tortiously interfered with SG Blocks, Inc’s economic relationship with HCP and HOLA.

The complaint seeks in excess of $ 1,275,754 in damages.

International, PC, filed a cross-complaint for alleged unpaid fees and tortious

interference with EDI International, PC’s contractual relationship with HOLA

Community Partners and Heart of Los Angeles Youth, Inc.

EDI International, PC’s

cross-complaint seeks in excess of $ 30,428.71 in damages.

On July 8, 2020, SG

added PVE LLC as a defendant in the lawsuit, claiming PVE LLC is

liable to the same extent as EDI International, PC.

In May 2021, the parties

settled EDI International, PC’s affirmative claims, and its cross-complaint was

dismissed with prejudice on August 23, 2021.

On SG Blocks, Inc.’s remaining

claims, trial is set for May 13, 2024.

Consistent with the Statement, the likelihood of an

unfavorable outcome is neither probable nor remote and we cannot, consistent

with the Statement, estimate the amount or range of recovery in the event of an

unfavorable outcome.

EDI, filed a cross-complaint for alleged unpaid fees and tortious interference with EDI contractual relationship with HCP and HOLA.

EDI cross-complaint seeks in excess of $ 30,428.71 in damages.

On July 8, 2020, SG Blocks, Inc.

added PVE LLC as a defendant in the lawsuit, claiming PVE LLC is liable to the same extent as EDI.

In May 2021, the parties settled EDI affirmative claims, and its cross-complaint was dismissed with prejudice on August 23, 2021.

On SG Blocks, Inc.’s remaining claims, trial is set for October 2024.

On or about November 15, 2024, the Company received a jury verdict in its favor in the amount of $ 1.274 million against EDI styled as SG Blocks, Inc.

v EDI et al, case no.

19 STCV 21725 , which has been secured to a judgment.

The case is currently proceeding through post-judgment motions and filings.

There remains uncertainty whether the Company will be able to collect on the judgment.

3 .) Teton Buildings, LLC

24 unchanged sentences

Other Litigation

1 .) SG Blocks, Inc.

Osang Healthcare Company, Ltd.

On April 14, 2021, the Company commenced an action against Osang Healthcare Company, Ltd.

(“Osang”) in the United States District Court, Eastern District of New York, Case No.

21 - 01990 (“Osang Action”) .

The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution.

The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices.

On June 18, 2021, Osang served a motion to dismiss the Osang Action pursuant to Rule 12 (b)( 6 ) of the Federal Rules of Civil Procedure.

On July 30, 2021, the Company served its opposition to the motion to dismiss.

On September 22, 2022, the court entered an order granting in part and denying in part Osang’s motion to dismiss.

The court denied that part of Osang’s motion that sought dismissal of the Company’s causes of action for breach of contract (but denied recovery of lost profits) and fraud, but dismissed the Company’s causes of action for breach of implied covenant of good faith and fair dealing, indemnification, accounting, and violation of the New York Unlawful and Deceptive Trade Practices Act (GBL § 349 ).

A status conference was

held on November 16, 2022 at which time the Court entered a scheduling order

for the conducting of discovery.

Discovery is ongoing.

A settlement conference

was held by the Court on March 14, 202, of which the Company was granted

1.) John Williams Shaw and Leo Patrick Shaw

On March 15, 2023, a complaint was filed against John Williams Shaw and Leo Patrick Shaw (the “Defendants”) in the United States District Court of the Southern District of New York seeking damaged to recover short swing profits from the Defendants pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended.

On September 26, 2023, the matter was settled and on, October 3, 2023, a Stipulation and Order of Dismissal with Prejudice was filed and so-ordered by the assigned judge.

Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance.

The Company is currently unable to predict the outcome or possible recovery, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements.

8 unchanged sentences

On July 5, 2022, the Company entered into an amendment to its employment agreement, dated January 1, 2017, as amended, with Paul Galvin, to provide for the payment of an annual base salary of $ 500,000 and on September 19, 2023 the agreement was amended to increase the annual base salary to $ 750,000 .

All other terms of the employment agreement remain in full force and effect.

On October 22, 2024, the Board of Directors (the “Board”) of the Company determined not to renew the Employment agreement between the Company and Paul Galvin, the Company’s Chief Executive Officer and, in connection with such determination, delivered a written notice of termination to Mr.

Galvin on October 24, 2024 in accordance with the terms of the Employment Agreement.

Galvin’s employment with the Company as its Chief Executive Officer will terminate effective as of the close of business on December 31, 2024 (the “Effective Date”).

On May 1, 2023, the Company appointed Patricia Kaelin as the Company’s Chief Financial Officer and entered into an employment agreement with Patricia Kaelin (the “Kaelin Employment Agreement”) to employ Ms.

1 unchanged sentence

The Kaelin Employment Agreement also provides for the grant to Ms.

Kaelin of a restricted stock grant under the Company’s Stock Incentive Plan, as amended and as available for grant, of 60,000 shares of the Company’s common stock ( 3,000

as adjusted for the May Stock Split) ,

vesting quarterly on a pro-rata basis over the next eighteen ( 18 ) months of continuous service.

Kaelin of a restricted stock grant under the Company’s Stock Incentive Plan, as amended and as available for grant, of 60,000 shares of the Company’s common stock ( 3,000 as adjusted for the May Stock Split) , vesting quarterly on a pro-rata basis over the next eighteen ( 18 ) months of continuous service.

Kaelin is subject to a one -year post-termination non-compete and non-solicit of employees and clients.

2 unchanged sentences

Kaelin’s annual base salary was adjusted to $ 300,000 , retroactive to May 1, 20

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2024 and 2023

R elated Party Transactions

12 unchanged sentences

Galvin entered into the Galvin Note Payable.

During the year ended December 31, 2024, 212,248 shares of common stock were issued resulting from the settlement of accounts payable in the amount of $ 1,259,681 .

As of December 31, 2024, the Company has

accrued approximately $ 450,000 for amounts due to Paul Galvin, the former CEO,

for deferred salary due to him.

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

For the Years Ended December 31, 2024 and 2023

Subsequent Events

On January 5, 2024, SG Building Blocks and SG Echo, together with SG Building Blocks, 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 Blocks’ 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 Blocks.

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

On January 11, 2024, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P.

(“Peak One ”), pursuant to which the Company agreed to issue, in a private placement offering (the “Offering”), upon the satisfaction of certain conditions specified in the Purchase Agreement, two debentures to Peak One in the aggregate principal amount of $ 1,300,000 .

The closing of the first tranche was consummated on January 12, 2024 and the Company issued an 8 % convertible debenture in the principal amount of Six Hundred Fifty Thousand Dollars ($ 650,000.00 ) (the “Debenture”) to Peak One and a warrant (the “Warrant”) to purchase up to Three Hundred Seventy-Five Thousand ( 375,000 ) shares of the Company’s common stock ( 18,750 as adjusted for the May Stock Split), par value $ 0.01 per share (the “common stock”) to Peak One ’s designee, as described in the Purchase Agreement.

The Debenture was sold to Peak One for a purchase price of $ 585,000 , representing an original issue discount of ten percent ( 10 %).

In connection with the Offering, the Company paid $ 17,500 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 to Peak One and its designee an aggregate of 300,000 shares of its restricted common stock (the “Commitment Shares”) ( 15,000 as adjusted for the May Stock Split) as provided in the Purchase Agreement.

The Debenture matures twelve months from its date of issuance and bears 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 $ 0.46 (the “Conversion Price”) ($ 9.20 as adjusted for the May Stock Split), subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Debenture.

The Debenture is redeemable by the Company at a redemption price equal to 110 % of the sum of the principal amount to be redeemed plus accrued interest, if any.

While the Debenture is outstanding, if the Company receives cash proceeds of more than $ 1,500,000.00 (the “Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the Company shall, within two ( 2 ) business days of the Company’s receipt of such proceeds, inform Peak One of such receipt, following which Peak One shall have the right, in its sole discretion, to require the Company to immediately apply up to 50 % of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company) after the Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture.

The Warrant expires five years from its date of issuance.

The Warrant is exercisable, at the option of the holder, at any time, for up to 375,000 of shares of common stock ( 18,750 as adjusted for the May Stock Split) of the Company at an exercise price equal to $ 0.53 (the “Exercise Price”) ($ 10.60 as adjusted for the May Stock Split) , subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Warrant.

The Warrant provides for cashless exercise under certain circumstances.

Deconsolidation and Discontinued Operations

As disclosed in Note 2 , during 2024 the Company recognized the effects of the Deconsolidation, Prior to the Deconsolidation, SG DevCorp was consolidated in the Company’s financial statements.

Upon the Deconsolidation, the Company accounts for its investment in SG DevCorp on the equity method.

The effect of the Deconsolidation resulted in a derecognition of $ 12,274,844 of assets, $ 9,022,017 of liabilities, and $ 1,966,848 in the carrying value of the non-controlling interest in SG DevCorp.

Additionally, upon the Deconsolidation, the Company reduced its previously amount recorded as due from SG DevCorp in the amount of $ 394,329 and recorded an amount of $ 1,717,694 due to SG DevCorp which was previously eliminated in consolidation.

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 of $ 8,126,350 , and the net assets and carrying value of the non-controlling interest as described above.

The gain is included in income (loss) from discontinued operations.

The assets and liabilities of SG DevCorp at the time of Deconsolidation amounted to the following:

Assets held for sale

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Project development costs and other non-current assets

Intangible assets, net

Investment in and advances to equity affiliates

Total long-term assets

Accounts payable and accrued expenses

Contingent consideration payable

Short-term notes payable, net

As described in Note 2 , prior year financial statements for 2023 have been restated to present the operations of SG DevCorp as a discontinued operation.

The financial results of SG DevCorp are presented as income (loss) from discontinued operations.

The following table represents the financial results of SG DevCorp:

Year Ended December 31, 2024

Year Ended December 31, 2023

Operating Expenses:

Payroll and related expenses

General and administrative expenses

Marketing and business development expenses

Operating loss

Other income (expense)

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

For the Years Ended December 31, 2024 and 2023

Subsequent Events (Continued)

Maxim Group LLC (“Maxim”) acted as placement agent in the Offering.

In connection with the closing of the first tranche of the Offering, the Company paid a placement fee of $ 40,950 to Maxim.

Assuming the second tranche is closed, a placement fee in an amount equal to $ 40,950 will be payable by the Company to Maxim upon closing of the second tranche of the Offering.

On January 29, 2024, SG Building Blocks, Inc., entered into a Cash Advance Agreement (“Second Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building Blocks 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 Second Cash Advance Agreement, Cedar is expected to withdraw $ 49,150 a week directly from SG Building Blocks’ bank account until the $ 1,733,420 due to Cedar under the Second Cash Advance Agreement is paid.

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

On February 7, 2024, SG DevCo., acquired Majestic World Holdings LLC (“MWH”) pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), dated as of February 7, 2024, by and among SG DevCo, the members of MWH listed therein (the “Members”), MWH and Matthew A.

Barstow, as Sellers Representative.

Pursuant to the Purchase Agreement, the aggregate consideration payable by SG DevCo for the outstanding membership interests (the “Membership Interests’) of MWH consists of 500,000 shares of SG DevCo’s restricted stock (the “Stock Consideration”) and $ 500 thousand in cash (the “Cash Consideration”).

The Purchase Agreement and a related side letter agreement (the “Side Letter Agreement”) provide that the aggregate purchase price be paid as follows:

(i) the Stock Consideration was issued at the closing (the “Closing”) on February 7, 2024;

and (ii) 100 % of the Cash Consideration will be paid in five equal installments of $ 100,000 each on the first day of each of the five quarterly periods following the Closing.

The Membership Interests will be transferred and assigned to SG DevCo as follows:

(y) sixty-eight and one quarter percent ( 68.25 %) of the Membership Interests were transferred to SG DevCo at Closing, and (z) the remaining 31.75 % will be transferred to SG DevCo in five equal installments of 6.35 % each on the first day of each of the five quarterly periods following the Closing.

The Purchase Agreement contains customary representations, warranties, and covenants of the parties.

Additional agreements ancillary to the Purchase Agreement were executed at the Closing, including but not limited to a profit sharing agreement, assignments of the Membership Interests and employment agreements.

Pursuant to the profit sharing agreement (the “Profit Sharing Agreement”) entered into as of February 7, 2024, SG DevCo agreed to pay the Members a 50 % share of the net profits for a period of five years that are directly derived from the technology and intellectual property utilized in the real estate focused software as a service offered and operated by MWH and its subsidiaries.

On February 15, 2024, SG DevCo, entered into an amendment (the “Amendment”) to the Securities Purchase Agreement, dated November 30, 2023 (the “Purchase Agreement”) with Peak One Opportunity Fund, L.P.

(“Peak One ”), pursuant to which SG DevCo agreed to issue, in a private placement offering (the “Offering”) upon the satisfaction of certain conditions specified in the Purchase Agreement, two Debentures to Peak One in the aggregate principal amount of $ 1,200,000 .

The closing of the first tranche was consummated on November 30, 2023.

The Purchase Agreement provided that at any time after January 29, 2024, a second tranche closing could occur subject to the mutual written agreement of Peak One and SG DevCo and satisfaction of the closing conditions set forth in the Purchase Agreement, upon which SG DevCo would issue and sell to Peak One on the same terms and conditions a second 8 % convertible debenture in the principal amount of $ 500,000 .

The Amendment provides that the second tranche be separated into two tranches (the second and third tranche) wherein which SG DevCo would issue in each tranche an 8 % convertible debenture in the principal amount of $ 250,000 at a purchase price of $ 225,000 .

In addition, the Amendment provides that SG DevCo will issue (i) 35,000 shares of SG DevCo’s common stock on the closing of each of the second tranche and the third tranche as follows:

17,500 shares of common stock to Peak One ’s designee as described in the Amendment and 17,500 shares of common stock to Peak One , as a commitment fee in connection with the issuance of the second debenture and the third debenture, respectively;

(ii) a common stock purchase warrant to Peak One ’s designee as described in the Amendment for the purchase of 125,000 shares of common stock on the closing of each of the second tranche and the third tranche;

and (iii) pay $ 6,500 of Peak One ’s non-accountable fees in connection with each of the second tranche and the third tranche.

Deconsolidation and Discontinued Operations (continued)

The total income from discontinued operations for the year ended December 31, 2024, is comprised of the following:

Gain from Deconsolidation

Net loss from discontinued operations

The following table presents the aggregate carrying amounts of assets and liabilities of discontinued operations of SG DevCorp as of December 31, 2023:

Assets held for sale

Prepaid expenses and other current assets

Total current assets

Property, plant and equipment, net

Project development costs and other non-current assets

Intangible assets, net

Investment in and advances to equity affiliates

Total long-term assets

Accounts payable and accrued expenses

Short-term notes payable, net

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

For the Years Ended December 31, 2024 and 2023

Subsequent Events (Continued)

The closing of the second tranche was consummated on February 16, 2024 and SG DevCo issued an 8 % convertible debenture in the principal amount of $ 250,000 (the “Second Debenture”) to Peak One and a warrant (the “Second Warrant”) to purchase up to 125,000 shares of SG DevCo’s common stock to Peak One ’s designee as described in the Amendment.

The Second Debenture was sold to Peak One for a purchase price of $ 225,000 , representing an original issue discount of ten percent ( 10 %).

In connection with the closing of the second tranche, SG DevCo paid $ 6,500 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs incurred in connection with the second tranche and issued to Peak One and its designee an aggregate total of 35,000 shares of SG DevCo’s restricted common stock as described in the Amendment.

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

The Second Debenture is convertible, at the option of the holder, at any time, into such number of shares of common stock of SG DevCo equal to the principal amount of the Second Debenture plus all accrued and unpaid interest at a conversion price equal to $ 2.14 , subject to adjustment for any stock splits, stock dividends, recapitalizations and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Second Debenture.

The Second Debenture is redeemable by SG DevCo at a redemption price equal to 110 % of the sum of the principal amount to be redeemed plus accrued interest, if any.

While the Second Debenture is outstanding, if SG DevCo receives cash proceeds of more than $ 1,500,000.00 (“Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, SG DevCo shall, within two business days of SG DevCo’s receipt of such proceeds, inform the holder of such receipt, following which the holder shall have the right in its sole discretion to require SG DevCo to immediately apply up to 50 % of all proceeds received by SG DevCo (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of SG DevCo) after the Minimum Threshold is reached to repay the outstanding amounts owed under the Second Debenture.

The Second Debenture contains customary events of default.

If an event of default occurs, until it is cured, Peak One may increase the interest rate applicable to the Second Debenture to the lesser of eighteen percent ( 18 %) per annum and the maximum interest rate allowable under applicable law and accelerate the full indebtedness under the Second Debenture, in an amount equal to 110 % of the outstanding principal amount and accrued and unpaid interest.

The Second Debenture prohibits SG DevCo from entering into a Variable Rate Transaction (as defined in the Second Debenture) until the Second Debenture is paid in full.

The Second Warrant expires five years from its date of issuance.

The Second Warrant is exercisable, at the option of the holder, at any time, for up to 125,000 shares of common stock of SG DevCo at an exercise price equal to $ 2.53 , subject to adjustment for any stock splits, stock dividends, recapitalizations, and similar events, as well as anti-dilution price protection provisions that are subject to a floor price as set forth in the Second Warrant.

The Second Warrant provides for cashless exercise under certain circumstances.

Under the Amendment, a closing of the third tranche may occur subject to the mutual written agreement of Peak One and SG DevCo and satisfaction of the closing conditions set forth in the Purchase Agreement at any time after April 16, 2024.

Also on February 15, 2024, SG DevCo entered into an amendment (the “RRA Amendment”) to the Registration Rights Agreement, dated November 30, 2023, with Peak One where it agreed to file a registration statement within 60 days of the date of the RRA Amendment with the Securities and Exchange Commission (the “SEC”) to register the maximum number of Registrable Securities (as defined in the RRA Amendment) permitted to be included therein in accordance with applicable SEC rules.

Subsequent Events

On January 3, 2025, the Board of Directors (the “Board”) of the Company approved the appointment of Michael McLaren as the Company’s Chief Executive Officer and on January 5, 2025, the Company entered into an employment agreement with Mr.

McLaren (the “Employment Agreement”) to employ Mr.

McLaren in such capacity for an initial term of two ( 2 ) years, which Employment Agreement provides for an annual base salary of $ 250,000 which shall be increased to $ 400,000 upon the closing of a capital event which cures the Company’s stockholders’ equity deficiency with Nasdaq, a signing bonus of $ 50,000 payable within thirty ( 30 ) days of the Employment Agreement’s effective date, a long-term incentive bonus with a range of between two ( 2 ) to four ( 4 ) times Mr.

McLaren’s then-base salary, subject to approval by the Company’s Board of Directors.

On January 3, 2025, the Board of Directors (the “Board”) appointed Michael McLaren as a director of the Company.

McLaren will serve until the date of the Company’s 2025 Annual Meeting of Shareholders (the “ 2025 Annual Meeting”) and until his successor is duly elected and qualified.

As an employee director, Mr.

McLaren will not participate in the Company’s non-employee director compensation program.

McLaren is subject to a one -year post-termination non-compete and non-solicit of employees and clients.

McLaren is also bound by confidentiality provisions.

On January 8, 2025 (the “Effective Date”), the Company entered into a binding Letter of Intent (the “Letter of Intent”) with New Asia Holdings, Inc., a Nevada corporation (“NAHD”) and Olenox Corp., a Wyoming corporation and a wholly owned subsidiary of NAHD (“OLOX” and, together with NAHD, the “Seller”).

Upon the terms of and subject to the satisfaction of the conditions set forth in the Letter of Intent, and in one or more definitive agreements to be entered into among the Company and Seller, the Company will acquire all of the issued and outstanding securities of NAHD in exchange for shares of Company stock (the “Transaction”).

The Letter of Intent provides that the shares of Company stock to be issued in the Transaction shall be valued at $ 1.00 per share and the shares of NAHD to be acquired in the Transaction shall be valued at $ 0.20 per share.

The Letter of Intent is a binding agreement that represents the basis on which the parties will proceed to consummate the Transaction pursuant to one or more written definitive, long-form agreements.

The Letter of Intent provides that the parties will use their good faith best efforts to prepare and enter into such definitive agreement(s) incorporating the terms of the Letter of Intent with an effective date of January 15, 2025 and to close the Transaction as soon as possible after receipt of necessary approvals.

Closing of the contemplated transaction is contingent upon completion of satisfactory due diligence, execution of definitive transaction documents, receipt of all necessary consents and approvals, and certain other customary closing conditions.

The Letter of Intent further provides that either party may terminate the Letter of Intent (i) after completion of due diligence, in the event such party determines that the information provided is unacceptable for any reason, or (ii) after January 28, 2025, by giving written notice to the other of the notifying party’s desire to terminate the Letter of Intent.

SAFE & GREEN HOLDINGS CORP.

3 unchanged sentences

Subsequent Events (Continued)

The number of shares of SG DevCo’s common stock that may be issued as commitment shares under the Purchase Agreement and the Amendment, upon conversion of the debentures issued or issuable pursuant to the Purchase Agreement and the Amendment, upon the exercise of warrants issued or issuable pursuant to the Purchase Agreement and the Amendment, and any shares issuable under and in respect of the equity purchase agreement entered into on November 30, 2023, is subject to an exchange cap (the “Exchange Cap”) of 19.99 % of the outstanding number of shares of SG DevCo’s common stock on November 30, 2023, 1,999,000 shares, unless shareholder approval to exceed the Exchange Cap is approved.

Maxim Group LLC (“Maxim”) acted as placement agent in connection with the Offering.

In connection with the closing of the second tranche, SG DevCo paid a placement fee of $ 13,500 to Maxim.

Assuming the third tranche is closed, a placement fee in an amount equal to $ 13,500 will be payable by SG DevCo to Maxim upon closing of the third tranche.

On February 23, 2024, the Merchants entered into a Cash Advance Agreement (“Third 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 Third Cash Advance Agreement, Bridgecap is expected to withdraw $ 2,248.50 a day directly from the Merchants’ bank account until the $ 224,850 due to Bridgecap under the Third Cash Advance Agreement is paid.

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

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

During January and February 2024, the Company issued an aggregate of 778,681 shares of common stock ( 38,934 .as adjusted for the May Stock Split), resulting from vested restricted stock units.

On March 8, 2024, the Company entered into a warrant inducement agreement (the “Inducement Agreement”) with a certain holder (the “Holder”) of warrants to purchase shares of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”), issued in a private placement offering that closed on October 27, 2021 (the “Existing Warrants”).

Pursuant to the Inducement Agreement, the Holder of the Existing Warrants agreed to exercise for cash the Existing Warrants to purchase up to 1,898,630 shares of common stock ( 94,932 as adjusted for the May Stock Split) , at an exercise price of $ 0.2603 per share ($ 5.206 as adjusted for the May Stock Split) .

The transactions contemplated by the Inducement Agreement are expected to close on March 12, 2024.

The Company will receive aggregate gross proceeds of approximately $ 494,213 , before deducting placement agent fees and other expenses payable by the Company.

The issuance of the shares of Common Stock underlying the Existing Warrants have been registered pursuant to an existing registration statement on Form S- 1 (File No.

333 - 260996 ), which was declared effective by the Securities and Exchange Commission (the “SEC”) on November 23, 2021.

The Company has also agreed not to effect or agree to effect any Variable Rate Transaction (as defined in the Inducement Agreement) until sixty ( 60 ) days after closing.

The foregoing terms and conditions are subject to change based upon the negotiation and execution of definitive agreement(s) by and among the Company and Seller.

Closing of the Transaction will be subject to the terms and conditions of the definitive agreement(s), including completion of due diligence and satisfaction or waiver of closing conditions.

There can be no assurance that definitive agreement(s) will be entered into or that the proposed Transaction will be consummated.

There exists a material relationship between the Company and the Seller in that Michael McLaren serves as the Company’s chief executive officer and chairman of the board, as well as NAHD’s sole officer and director and as OLOX’s chief executive officer and a member of its board of directors.

On January 16, 2025, the Company appointed Jim Pendergast as the Company’s Chief Operating Officer and entered into an employment agreement with Mr.

Pendergast (the “Employment Agreement”) to employ Mr.

Pendergast in such capacity for an initial term of two ( 2 ) years, which Employment Agreement provides for an annual base salary of $ 200,000 , a restricted stock grant under the Company’s Stock Incentive Plan for 200,000 shares of the Company’s common stock, vesting quarterly on a pro-rata basis over the next eighteen ( 18 ) months of continuous service, and an annual performance bonus of up to 20 % of Mr.

Pendergast’s then-base salary, payable in cash and/or equity, as determined by Company’s by the Company’s Board of Directors.

Pendergast brings over 25 years of leadership in corporate operations, having served as CEO, CFO, and COO across public and private companies in the energy, construction, manufacturing, and agricultural sectors.

He has expertise in mergers and acquisitions, corporate restructuring, and equity and debt financing.

As CEO of FP Genetics Inc., he refocused the company on profitable growth.

Earlier, at Agrium Inc., he managed large-scale business development projects and represented the company to investors.

He has also served on the boards of several companies, providing leadership in corporate governance, strategic planning, and financial management.

He holds an MBA in International Business and Finance from McMaster University and a BA (Honors) in Political Studies and Economics from Queen’s University.

Pendergast is subject to a one -year post-termination non-compete and non-solicit of employees and clients.

Pendergast is also bound by confidentiality provisions.

On January 29, 2025, the Company entered into a mutual release and discharge agreement (the “Mutual Release”) with SG DevCorp.

pursuant to SG DevCorp.

to the Company in exchange for the Company forgiving $ 394,329 of inter-company debt owed to the Company by us and for SG DevCorp.(which has already been written off) transferring 276,425 shares (the “Shares”) of SG DevCorp.’s Common Stock owned by the Company, with the Company no longer being a shareholder of SG DevCorp.

On February 2, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and between the Company 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.

SAFE & GREEN HOLDINGS CORP.

3 unchanged sentences

Subsequent Events (Continued)

The Company expects to use the net proceeds from these transactions for working capital and other general corporate purposes.

Maxim Group LLC (“Maxim”) served as the Company’s financial advisor in connection with the transactions described in the Inducement Agreement, and the Company paid Maxim (i) a cash fee equal to 7.0 % of the aggregate gross proceeds received from the Holder upon exercise of the Existing Warrants and the exercise of the New Warrants, and (ii) $ 10,000 for legal fees and other out-of-pocket expenses.

On March 5, 2024, the Company 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 .

A one -time interest charge of ten percent ( 10 %) (the “Interest Rate”) will be applied on the issuance date to the Principal.

Under the terms of the Note, beginning on April 15, 2024, the Company is required to make nine monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $ 18,272,23 .

The Company shall have a five business day grace period with respect to each payment.

Any amount of principal or interest on this Note which is not paid when due will bear interest at the rate of twenty two percent ( 22 %) per annum from the due date thereof until the same is paid (“Default Interest”).

The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty.

Among other things, an event of default (“Event of Default”) will be deemed to have occurred if the Company fails to pay the principal or interest when due on the Note, whether at maturity, upon acceleration or otherwise, if bankruptcy or insolvency proceedings are instituted by or against the Company or if the Company fails to maintain the listing of its common stock on The Nasdaq Stock Market.

Upon the occurrence of an Event of Default, the Note will become immediately due and payable and the Company will be obligated to pay to the Investor, in satisfaction of its obligations under the Note, an amount equal to 200 % times the sum of the then outstanding principal amount of the Note plus accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment plus Default Interest, if any.

After an Event of Default, at any time following the six month anniversary of the Note, the Lender will have the right, to convert all or any part of the outstanding and unpaid amount of the Note into shares of the Company’s common stock at a conversion price equal to the greater of $ 0.08 or 65 % multiplied by the lowest closing bid price during the 10 trading days prior to the conversion date (representing a discount rate of 35 %).

The Note may not be converted into shares of the Company’s common stock if the conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99 % of the then outstanding shares of the Company’s common stock.

In addition, unless the Company obtains shareholder approval of such issuance, the Company shall not issue a number of shares of its common stock under Note, which when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Rule 5635 (d), would exceed 19.99 % of the shares of the Company’s common stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion Limitation”).

Upon the occurrence of an Event of Default as a result of the Company being delisted from Nasdaq, the Conversion Limitation shall no longer apply.

On April 3, 2024, LV Holding entered into a Modification and Extension Agreement, effective as of April 1, 2024 (the “Extension Agreement”), to extend to April 1, 2025 the maturity date of the promissory note, in the principal amount of $ 5,000,000 (the “LV Note”), issued by LV Holding pursuant to a Loan Agreement, dated March 30, 2023 .

As consideration for the Extension Agreement, LV Holding agreed to pay an extension fee of $ 50,000.00 .

Additionally, the Extension Agreement provides for the LV Note’s interest rate to be increased to a fixed rate of 17.00 %.

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.

During March 2025, the Company issued 56,659 shares of common stock for previously vested restricted stock units.

On March 6, 2025, the Company closed an ELOC Securities Purchase Agreement (the “ELOC Purchase Agreement”) with Tysadco Partners LLC (“Purchaser”), with an effective date of February 25, 2025, whereby the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to an aggregate of $ 100 million (the “Commitment Amount”) of newly issued shares (the “ELOC Shares”) of the Company’s common stock, par value $ 0.01 per share (the “Common Stock”).

The Company does not have a right to commence any sales of Common Stock to the Purchaser under the ELOC Purchase Agreement until the time when all of the conditions to the Company’s right to commence sales of Common Stock to the Purchaser set forth in the ELOC Purchase Agreement have been satisfied, including that a registration statement of such shares is declared effective by the SEC and the final form of prospectus is filed with the SEC (the “Commencement Date”).

Over the period ending on the earlier of December 31, 2026, or the date on which the Purchaser shall have purchased ELOC Shares pursuant to the ELOC Purchase Agreement for an aggregate purchase price of the Commitment Amount, the Company will control the timing and amount of any sales of ELOC Shares to the Purchaser.

Actual sales of shares of Common Stock to the Purchaser under the ELOC Purchaser Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations made by the Company as to appropriate sources of funding.

The purchase price of the shares of ELOC Shares that the Company elects to sell to the ELOC Purchaser pursuant to the ELOC Purchase Agreement will be equal to the lowest traded price of Common Stock during the five ( 5 ) business days prior to the applicable closing date multiplied by 90 %.

SAFE & GREEN HOLDINGS CORP.

3 unchanged sentences

Subsequent Events (Continued)

In addition, pursuant to a loan agreement dated April 3, 2024 (the “ 2 nd Lien Loan Agreement”), LV Holding issued a promissory note, in the principal amount of $ 1,000,000 (the “ 2 nd Lien Note”), secured by a revised Deed of Trust and Security Agreement, dated April 3, 2024 (the “Revised Deed of Trust”) on the Company’s Lake Travis project site in Lago Vista, Texas, a Modification to Real Estate Mortgage, dated April 3, 2024 (“Mortgage Modification”), to the mortgage, dated March 30, 2023, on the Company’s McLean site in Durant, Oklahoma,.

The 2 nd Lien Note is subordinate to the LV Note.

The 2 nd Lien Note requires monthly installments of interest only, is due in full on April 1, 2025, bears interest at fixed rate of 17.00 % and may be prepaid by LV Holding at any time without interest or penalty.

LV Holding’s obligations under the 2 nd Lien Note have been guaranteed by the Company pursuant to a Guaranty, dated April 3, 2024 (the “Guaranty”).

During March 2024, Peak One converted $ 300,000 of outstanding notes payable to 1,152,516 shares of common stock of the Company ( 57,626 as adjusted for the May Stock Split).

Additionally, during March, 2024, Peak One exercised 227,777 Warrant Shares ( 11,386 as adjusted for the May Stock Split) in accordance with the terms of the Warrant.

During April 2024, Peak One converted $ 350,000 of outstanding notes payable to 1,344,602 shares of common stock of the Company ( 67,230 as adjusted for the May Stock Split).

Additionally, during April 2024, the Company issued 853,055 shares of common stock ( 42,653 as adjusted for the May Stock Split) to Peak One under the EP Agreement.

The Company has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 1,379,310 shares of its common stock (or common stock equivalents in lieu thereof) and warrants to purchase up to 2,758,620 shares of common stock at a combined offering price of $ 2.90 per share in a private placement priced at-the-market under Nasdaq rules.

The warrants will have an exercise price of $ 2.65 per share, will be exercisable immediately following the date of issuance and will expire in five years from the effective date of a registration statement registering such warrants for resale.

The closing of the offering is expected to occur on or about May 7, 2024, subject to the satisfaction of customary closing conditions.

The gross proceeds from the offering are expected to be approximately $ 4.0 million.

During April 2024, the Company issued

178,571 shares of common stock ( 8,928 as adjusted for the May Stock Split) to a

consultant for services performed.

In no event may the Company issue to the Purchaser under the ELOC Purchase Agreement more than the 4.99 % of the total number of the Company’s shares of Common Stock issued and outstanding immediately prior to the execution of the ELOC Purchase Agreement (the “Applicable Exchange Cap”), unless the Company obtains stockholder approval to issue shares of Common Stock in excess of the Applicable Exchange Cap.

In any event, the ELOC Purchase Agreement provides that the Company may not issue or sell any shares of Common Stock under the ELOC Purchase Agreement if such issuance or sale would breach any applicable Nasdaq rules.

The ELOC Purchase Agreement prohibits the Company from directing the Company to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by the Purchaser (as calculated pursuant to Section 13 (d) of the Securities Exchange Act of 1934 , as amended), would result in the ELOC Purchaser beneficially owning more than 4.99 % of the outstanding Common Stock.

The ELOC Purchase Agreement provides that the Company shall file a registration statement registering the resale of the maximum number of ELOC Shares as shall be permitted by applicable law within five ( 5 ) business days following the date of the ELOC Purchase Agreement.

The Company shall use its best efforts to have the registration statement declared “effective” within 120 days of the date of the ELOC Purchase Agreement.

On March 6, 2025, the Company closed and issued a promissory note (the “Note”) in favor of Tysadco Partners LLC (the “Lender”), with an effective date of February 25, 2025, in the aggregate principal amount up to $ 1,875,000 (the "Principal”), and an accompanying Securities Purchase Agreement (the “SPA”).

All outstanding Principal and interest shall be due on November 30, 2025 (the “Maturity Date”).

The Note was purchased for up to $ 1,500,000 , representing an original issue discount of twenty-five percent ( 25 %), equal to $ 375,000 if the Note is fully funded.

The Note shall bear interest at twelve percent ( 12 %) interest per annum.

The Lender has the right to convert all or any portion of the then-outstanding Principal and interest into fully paid and non-assessable shares of common stock of the Company, par value $ 0.01 per share (the “Conversion Shares”).

The per share conversion price into which the Principal and interest converts shall be fifty cents ($ 0.50 ) per share.

Among others, the following shall be considered events of default under the Note (each an “Event of Default”):

if the Company fails to pay the Principal or interest when due under the Note;

if the Company fails to issue Conversion Shares to the Lender upon exercise by the Lender of the conversion rights under the Note;

or if the Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying SPA.

Upon the occurrence of an Event of Default, then the outstanding balance shall immediately increase to 125 % of the outstanding balance immediately prior to the occurrence of the Event of Default, and a daily penalty of $ 500 will accrue until the default is remedied.

If the Company has not obtained approval from the holders of the Company’s Common Stock, as required by applicable rules and regulation of Nasdaq, the Company shall not issue any number of shares of Common Stock under the Note that would exceed 4.99 % of the shares of Common Stock outstanding as of the date of the Note.

Additionally, the Company shall not effect any conversion of the Note, and the Lender shall not have the right to convert any portion of the Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to such conversion or receipt of such interest payment, the Lender, together with any affiliates thereof, would beneficially own in excess of 4.99 % of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest.

In connection with the issuance of the Note and the SPA, the Company will issue 294,000 shares of Common Stock (the “Commitment Shares”) as additional consideration for the purchase of the Note.

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 9A. Controls and Procedures