What changed in this filing

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Item 1A. Risk Factors

2025-06-13 compared with 2024-11-27 · 179 added, 90 removed, 17 unchanged (94% of the section changed)

Investing in our common stock involves a high degree of risk.

You should consider carefully the following risks, together with all other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and notes thereto.

If any of the following risks actually materializes, our operating results, financial condition and liquidity could be materially adversely affected.

As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

The following information updates, and should be read in conjunction with, the information disclosed in Part I, Item 1 A, "Risk Factors," contained in the 2023 Form 10-K.

There have been no material changes from the risk factors disclosed in “Part I—Item 1 A.

Risk Factors” in our 2023 Form 10-K, except as follows:

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

At September 30, 2024 and December 31, 2023 , we had cash and cash equivalents and a short-term investment, collectively, of $ 256,957 and $ 14,212 respectively.

However, during the nine months ended September 30, 2024 and September 30, 2023 we reported a net loss attributable to common stockholders of Safe & Green Holdings Corp.

of $( 11,511,655 ) and $( 12,683,098 ) , respectively, and used $ 9,915,916 and $ 4,671,863 of cash for operations, respectively.

If we are not successful with our efforts to increase revenue, we could experience a shortfall in cash over the next twelve months.

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

We may also seek to obtain debt or additional equity financing to meet any cash shortfalls.

The type, timing and terms of any financing we may select will depend on, among other things, our cash needs, the availability of other financing sources and prevailing conditions in the financial markets.

However, there can be no assurance that we will be able to secure additional funds if needed and that, if such funds are available, the terms or conditions would be acceptable to us.

In addition, our inability to currently utilize a short form registration statement on Form S-3 may impair our ability to obtain capital in a timely fashion.

If we are unable to secure additional financing, further reduction in operating expenses might need to be substantial in order for us to ensure enough liquidity to sustain our operations.

Any equity financing would be dilutive to our stockholders.

If we incur debt, we will likely be subject to restrictive covenants that significantly limit our operating flexibility and require us to encumber our assets.

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

Any of the above limitations could force us to significantly curtail or cease our operations, and you could lose all of your investment in our common stock.

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

Our consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

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

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

At September 30, 2024 and December 31, 2023 , we had cash and cash equivalents and a short-term investment, collectively, of $ 256,957 and $ 14,212 , respectively.

However, during the nine months ended September 30, 2024 and September 30, 2023 , we reported a net loss attributable to common stockholders of Safe & Green Holdings Corp.

of $( 11,511,655 ) and $( 12,683,098 ), respectively, and used $ 9,915,916 and $ 4,671,863 of cash for operations, respectively.

We have incurred losses since inception, have negative working capital of $ 11,237,131 as of September 30, 2024 and have negative operating cash flows, which has raised substantial doubt about our ability to continue as a going concern.

We expect our current cash and the proceeds from anticipated financings to be sufficient for working capital until we are cash flow positive, which we believe will be in the first half of 2025 .

The loss of one or a few customers could have a material adverse effect on us.

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

For example, for the three months ended September 30, 2024 approximately 84 % of our revenue was generated from one customer and for the year ended December 31, 2023 , approximately 87 % of our revenue was generated from one customers.

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

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

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

Investing in our common stock involves a high

degree of risk.

You should consider carefully the following risks, together with all other information in this Quarterly Report on Form

10-Q, including our unaudited condensed consolidated financial statements and notes thereto.

If any of the following risks actually materializes,

our operating results, financial condition and liquidity could be materially adversely affected.

As a result, the trading price of our

common stock could decline and you could lose part or all of your investment.

The following information updates, and should be read in

conjunction with, the information disclosed in Part I, Item 1A, “Risk Factors,” contained in the 2024 Form 10-K.

have been no material changes from the risk factors disclosed in “Part I—Item 1A.

Risk Factors” in our 2024 Form

10-K, except as follows:

we are not successful in our efforts to increase sales or raise capital, we could experience a shortfall in cash over the next twelve months,

and our ability to obtain additional financing on acceptable terms, if at all, may be limited.

At March 31, 2025 and December 31, 2024,

we had cash and cash equivalents and a short-term investment, collectively, of $230,509 and $375,873 respectively.

we are not successful with our efforts to increase revenue, we could experience a shortfall in cash over the next twelve months.

If there is a shortfall, we may be forced to reduce operating expenses, among other steps, all of which would have a material adverse

effect on our operations going forward.

We may also seek to obtain debt or additional

equity financing to meet any cash shortfalls.

The type, timing and terms of any financing we may select will depend on, among other things,

our cash needs, the availability of other financing sources and prevailing conditions in the financial markets.

However, there can be

no assurance that we will be able to secure additional funds if needed and that, if such funds are available, the terms or conditions

would be acceptable to us.

In addition, our inability to currently utilize a short form registration statement on Form S-3 may impair

our ability to obtain capital in a timely fashion.

If we are unable to secure additional financing, further reduction in operating expenses

might need to be substantial in order for us to ensure enough liquidity to sustain our operations.

Any equity financing would be dilutive

to our stockholders.

If we incur debt, we will likely be subject to restrictive covenants that significantly limit our operating flexibility

and require us to encumber our assets.

If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations,

take advantage of strategic opportunities, or otherwise respond to competitive pressures will be significantly limited.

Any of the above

limitations could force us to significantly curtail or cease our operations, and you could lose all of your investment in our common stock.

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

our status as a going concern.

Our consolidated financial statements do not include any adjustments that might be necessary should we

be unable to continue as a going concern.

Our independent

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

The report of our independent

registered public accounting firm contains a note stating that the accompanying financial statements have been prepared assuming we will

continue as a going concern.

At March 31, 2025 and December 31, 2024, we had cash and cash equivalents and a short-term investment, collectively,

of $230,509 and $375,873, respectively.

We have incurred losses since inception, have

negative working capital of $21,495,360 as of March 31, 2025 and have negative operating cash flows, which has raised substantial doubt

about our ability to continue as a going concern.

We expect our current cash and the proceeds from anticipated financings to be sufficient

for working capital until we are cash flow positive, which we believe will be in the second half of 2025.

The loss of one or a few customers could have a material

adverse effect on us.

A few customers have in the past, and may in the

future, account for a significant portion of our revenues in any one year or over a period of several consecutive years.

for the three months ended March 31, 2025 approximately 84% of our revenue was generated from one customer and for the year ended December

31, 2024, approximately 87% of our revenue was generated from one customers.

Although we have contractual relationships with many of our

significant customers, our customers may unilaterally reduce or discontinue their contracts with us at any time.

The loss of business

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

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

as such, our backlog is not necessarily indicative of our future revenues or earnings.

In addition, even if fully performed, our backlog is not a good indicator of our future gross margins.

Backlog represents the total dollar amount of revenues we expect to record in the future as a result of performing work under contracts we have been awarded.

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

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

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

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

We cannot provide assurance that our backlog will be realized as revenues in the amounts reported or, if realized, will result in profits.

In accordance with industry practice, substantially all of our contracts are subject to cancellation, termination or suspension at our customer’s discretion.

In the event of a project cancellation, we generally would not have a contractual right to the total revenue reflected in our backlog.

Projects can remain in backlog for extended periods of time because of the nature of the project and the timing of the particular services required by the project.

In addition, the risk of contracts in backlog being cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes in commodity prices.

The contracts in our backlog are subject to changes in the scope of services to be provided and adjustments to the costs relating to the contracts.

The revenue for certain contracts included in backlog is based on estimates.

Additionally, our performance of our individual contracts can affect greatly our gross margins and, therefore, our future profitability.

We can provide no assurance that the contracts in backlog, assuming they produce revenues in the amounts currently estimated, will generate gross margins at the rates we have realized in the past.

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

At September 30, 2024 , there were options, restricted stock units and warrants of 1,822 , 12,406 and 4,008,411, respectively, outstanding that could potentially dilute future net income per share.

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

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

At September 30, 2023 , there were no restricted stock units and options and warrants of 1,822 and 126,251 , respectively, outstanding that could potentially dilute future net income per share.

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

To date, SG DevCorp has received $ 1,750,000 as a secured loan from BCV S&G, a Luxembourg-based specialized investment fund, and has entered into a loan agreement with BCV S&G DevCorp to receive up to $ 2,000,000 as a secured loan.

The loan matures on December 1, 2024 and is secured by 1,999,999 of our shares of SG DevCorp’s common stock.

The loan agreement, as amended, provides that 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 would be further secured by SG DevCorp’s St.

Mary’s industrial site.

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

If SG DevCorp were to default in its obligation to repay the loan when due it could adversely affect our investment in SG DevCorp.

Changes in general economic conditions, geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control may adversely impact our business and operating results.

The uncertain financial markets, disruptions in supply chains, mobility restraints, and changing priorities as well as volatile asset value s also affect our business operations and our ability to enter into collaborations and joint ventures.

To date, i nflation has caused increases on some of our estimated costs for construction projects in progress and completed during the past two fiscal years, which has affected our revenue and income(loss) from continuing operations.

In addition, even if fully performed,

our backlog is not a good indicator of our future gross margins.

Backlog represents the

total dollar amount of revenues we expect to record in the future as a result of performing work under contracts we have been awarded.

Backlog may fluctuate significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future

backlog levels or the rate at which backlog will be recognized as revenue.

We include in backlog only those contracts for which we have

reasonable assurance that the customer can obtain the permits for construction and can fund the construction.

As of December 31, 2024,

our backlog totaled approximately $1.2 million and as of March 31, 2025, our backlog totaled approximately $0.8 million.

Our backlog is

described more in detail in “Note 10—Construction Backlog” of the notes to our consolidated financial statements included

elsewhere in this Quarterly Report on Form 10-Q.

We cannot provide assurance that our backlog will be realized as revenues in the amounts

reported or, if realized, will result in profits.

In accordance with industry practice, substantially all of our contracts are subject

to cancellation, termination or suspension at our customer’s discretion.

In the event of a project cancellation, we generally would

not have a contractual right to the total revenue reflected in our backlog.

Projects can remain in backlog for extended periods of time

because of the nature of the project and the timing of the particular services required by the project.

In addition, the risk of contracts

in backlog being cancelled or suspended generally increases during periods of widespread economic slowdowns or in response to changes

in commodity prices.

The contracts in our backlog are subject to changes

in the scope of services to be provided and adjustments to the costs relating to the contracts.

The revenue for certain contracts included

in backlog is based on estimates.

Additionally, our performance of our individual contracts can affect greatly our gross margins and,

therefore, our future profitability.

We can provide no assurance that the contracts in backlog, assuming they produce revenues in the

amounts currently estimated, will generate gross margins at the rates we have realized in the past.

The issuance of shares of our common stock

upon the exercise of outstanding options, warrants and restricted stock units may dilute the percentage ownership of the then-existing

stockholders and may make it more difficult to raise additional equity capital.

At March 31, 2025, there were options, restricted stock units

and warrants of 1,822, 472,443 and 6,259,799, respectively, outstanding that could potentially dilute future net income per share.

Because the Company had a net loss as of March 31, 2025, it is prohibited from including potential common shares in the computation of

diluted per share amounts.

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

loss per share.

At March 31, 2024, there were no restricted stock units and options and warrants of 1,822 and 239,321, respectively,

outstanding that could potentially dilute future net income per share.

Changes in general economic conditions,

geopolitical conditions, domestic and foreign trade policies, monetary policies and other factors beyond our control may adversely impact

our business and operating results.

The uncertain financial

markets, disruptions in supply chains, mobility restraints, and changing priorities as well as volatile asset values also affect our business

operations and our ability to enter into collaborations and joint ventures.

To date, inflation has caused increases on some of our

estimated costs for construction projects in progress and completed during the past two fiscal years, which has affected our

revenue and income(loss) from continuing operations.

It is difficult to predict the impact on increasing inflation on our operations.

We are actively monitoring the effects th ese disruptions and increasing inflation could have on our operations.

A number of other economic and geopolitical factors both in the U.S.

and abroad, could ultimately have material adverse effects on our business, financial condition, results of operations or cash flows, including the following:

are actively monitoring the effects these disruptions and increasing inflation could have on our operations.

A number of other economic and geopolitical factors

both in the U.S.

and abroad, could ultimately have material adverse effects on our business, financial condition, results of operations

or cash flows, including the following:

effects of significant changes in economic, monetary and fiscal policies in the U.S.

9 unchanged sentences

the impact of each of the foregoing on outsourcing and procurement arrangements.

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

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

On May 10, 2024, the Company received a letter (the “Delisting Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq previously notified the Company on November 7, 2023 that the Company was not in compliance with Nasdaq Listing Rule 5550 (a)( 2 ) (“Rule 5550 (a)( 2 )”), which requires a minimum bid price of at least $ 1.00 per share for continued listing.On May 16, 2014, the Company received a letter from Nasdaq stating that for the period from May 2, 2024 to May 15, 2024, the closing bid price of the Company’s common stock had been at $ 1.00 per share or greater, and accordingly the Company had regained compliance with Rule 5550 (a)( 2 ).

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

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

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

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

On May 16, 2024, the Company received a letter from Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550 (b)( 1 ) (“Rule 5550 (b)( 1 )”) because the stockholders’ equity of the Company of $ 6,334,859 , as reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, was below the minimum requirement of $ 2.5 million.

As of the date of this Quarterly Report on Form 10-Q, the Company does not have a market value of listed securities of $ 35 million, or net income from continued operations of $ 500,000 in the most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards for continued listing on Nasdaq.

In accordance with Nasdaq’s Listing Rules, the Company had until June 30, 2024 to submit a plan to regain compliance with Rule 5550 (b)( 1 ).

On July 25, 2024, Nasdaq notified the Company that, based on its review of the Company and the materials submitted by the Company to Nasdaq, Nasdaq Staff determined to grant the Company an extension to regain compliance with Rule 5550 (b)( 1 ) until November 12, 2024, subject to the Company regaining and evidencing compliance with Rule 5550 (b)( 1 ) by such date.

The Company expects to regain compliance with Rule 5550 (b)( 1 ) as a result of the recent private placement, cost-cutting initiatives aimed at achieving positive cash flow in 2024 , ongoing debt reduction and other strategic initiatives;

provided that there can be no assurances that such measures will be consummated or that they will achieve their intended effects.

If the Company does not regain compliance with Rule 5550 (b)( 1 ) by November 12, 2024, Nasdaq will provide written notice that our common stock is subject to delisting.

At such time, the Company would be entitled to appeal the delisting determination to a Nasdaq Hearing Panel (the "Panel").

The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and expiration of any additional extension period granted by the Panel following the hearing.

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

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

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

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

Failure to meet

NASDAQ’s continued listing requirements could result in the delisting of our common stock, negatively impact the price of our common

stock and negatively impact our ability to raise additional capital .

Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”

or the “Nasdaq Capital Market”), which imposes, among other requirements, a minimum bid requirement.

On May 10, 2024, the

Company received a letter (the “Delisting Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company

that Nasdaq previously notified the Company on November 7, 2023 that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2)

(“Rule 5550(a)(2)”), which requires a minimum bid price of at least $1.00 per share for continued listing.

On May 16, 2014,

the Company received a letter from Nasdaq stating that for the period from May 2, 2024 to May 15, 2024, the closing bid price of the Company’s

common stock had been at $1.00 per share or greater, and accordingly the Company had regained compliance with Rule 5550(a)(2).

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

April 19, 2024, the Company received a letter from Nasdaq notifying it that it was not in compliance with Nasdaq Listing Rule 5250(c)(1)

(“Rule 5250(c)(1)”), which requires companies to timely file all required periodic financial reports with the SEC for continued

On May 13, 2024, the Company received a letter from Nasdaq notifying the Company that, based on the May 7, 2024 and May 10, 2024

filings of the Company’s Form 10-K and Form 10-K/A, respectively, for the year ended December 31, 2023, the Company had regained

compliance with Rule 5250(c)(1).

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

in the future.

On May 16, 2024, the Company

received a letter from Nasdaq notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”)

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

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

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

the Company does not have a market value of listed securities of $35 million, or net income from continued operations of $500,000 in the

most recently completed fiscal year or in two of the last three most recently completed fiscal years, the alternative quantitative standards

for continued listing on Nasdaq.

In accordance with Nasdaq’s Listing Rules, the Company had until June 30, 2024 to submit

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

On July 25, 2024, Nasdaq notified the Company that, based on its review of the Company

and the materials submitted by the Company to Nasdaq, Nasdaq Staff determined to grant the Company an extension to regain compliance with

Rule 5550(b)(1) until November 12, 2024, subject to the Company regaining and evidencing compliance with Rule 5550(b)(1) by such date.

The Company expects to regain

compliance with Rule 5550(b)(1) as a result of the recent private placement, cost-cutting initiatives aimed at achieving positive cash

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

provided that there can be no assurances that such measures will

be consummated or that they will achieve their intended effects.

If the Company does not regain compliance with Rule 5550(b)(1) by November

12, 2024, Nasdaq will provide written notice that our common stock is subject to delisting.

At such time, the Company would be entitled

to appeal the delisting determination to a Nasdaq Hearing Panel (the “Panel”).

The hearing request would stay any suspension

or delisting action pending the conclusion of the hearing process and expiration of any additional extension period granted by the Panel

following the hearing.

Any delisting of the Company’s common stock

from Nasdaq, including as a result of its inability to regain compliance with Rule 5550(b)(1), could adversely affect the Company’s

ability to attract new investors, reduce the liquidity of its outstanding shares of common stock, reduce its ability to raise additional

capital, reduce the price at which its common stock trades, result in negative publicity and increase the transaction costs inherent

in trading such shares with overall negative effects for the Company’s stockholders.

The Company cannot assure its investors that

its common stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the-counter quotation

In addition, delisting of the Company’s common stock could deter broker-dealers from making a market in or otherwise seeking

or generating interest in the Company’s common stock and might deter certain institutions and persons from investing in the Company’s

securities at all.

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

Unregistered Sales of Equity Securities and Use of Proceeds

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors