What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-06-13 · 1006 added, 768 removed, 1817 unchanged (49% of the section changed)

4 unchanged sentences

Current assets:

and cash equivalents

receivable, net

expenses and other current assets

current assets

gas, on the basis of full cost accounting, net

plant and equipment, net

development costs and other non-current assets

oil and gas reserves

in and advances to equity affiliates

and Stockholders’ Equity (Deficit)

payable and accrued expenses

liability, current maturities

to affiliates

notes payable, net

Cash and cash equivalents

Accounts receivable, net

Contract assets

Prepaid expenses and other current assets

Total current assets

Oil and gas, on the basis of full cost accounting, net

Property, plant and equipment, net

Other non-current assets

Proved oil and gas reserves

Intangible assets, net

Investment in and advances to equity affiliates

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:

notes payable, net

Stockholders’

equity (deficit):

Accounts payable and accrued expenses

Contract liabilities

Lease liability, current maturities

Due to affiliates

Short-term notes payable, net

Total current liabilities

Long-term notes payable, net

Total liabilities

Stockholders’ equity (deficit):

Series A Preferred stock, $ 1.00 par value, 5,405,010 shares authorized;

4,000,000 and 0 issued and outstanding at March 31, 2025 and December 31, 2024, respectively

3,848,640 and 0 issued and outstanding at June 30, 2025 and December 31, 2024, respectively

Common stock, $ 0.01 par value, 75,000,000 shares authorized;

— issued and outstanding as of March 31, 2025 and 6,389,041 issued and 6,038,382 outstanding as of December 31, 2024

paid-in capital

Treasury stock, at cost 3,371 shares as of March 31, 2025 and December 31, 2024

12,120,651 issued and 12,117,280 outstanding as of June 30, 2025 and 6,389,041 issued and 6,038,382 outstanding as of December 31, 2024

Additional paid-in capital

Treasury stock, at cost 3,371 shares as of June 30, 2025 and December 31, 2024

Accumulated deficit

( 105,852,621 )

( 98,532,083 )

stockholders’ equity (deficit)

Total stockholders’ equity (deficit)

( 12,460,308 )

Liabilities and Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Equity (Deficit)

The accompanying notes are an integral

3 unchanged sentences

Condensed Consolidated Statements of Operations

(loss) profit

and related expenses

and administrative expenses

and business development expenses

Construction services

Cost of revenue:

Construction services

Gross (loss) profit

( 1,318,223 )

Operating expenses:

Payroll and related expenses

General and administrative expenses

Marketing and business development expenses

Operating loss

( 3,687,780 )

income (expense):

in fair value of equity-based investment

( 1,891,034 )

on disposition of equity-based investment

( 5,519,762 )

before income taxes

( 3,421,617 )

Other income (expense):

Interest expense

( 1,539,089 )

from continuing operations

( 1,540,270 )

Change in fair value of equity-based investment

( 2,097,822 )

from discontinued operations

( 5,210,625 )

Loss on disposition of equity-based investment

Interest income

( 2,785,966 )

stock deemed dividend

( 1,800,776 )

loss attributable to common stockholders

( 6,737,943 )

Loss before income taxes

( 4,573,870 )

loss per share

and diluted – continuing operations

and diluted – discontinuing operations

and diluted – total

average shares outstanding:

( 4,677,000 )

( 7,320,538 )

( 10,159,560 )

Income tax expense

Loss from continuing operations

( 4,573,870 )

( 4,677,000 )

( 7,320,538 )

( 10,159,560 )

Income from discontinued operations

( 4,573,870 )

( 4,677,000 )

( 7,320,538 )

( 7,474,882 )

Common stock deemed dividend - inducement

( 1,638,149 )

Net loss attributable to common stockholders

$ ( 4,573,870 )

$ ( 4,677,000 )

$ ( 7,320,538 )

$ ( 9,113,031 )

Net loss per share

Basic and diluted – continuing operations

Basic and diluted – discontinuing operations

Basic and diluted – total

Weighted average shares outstanding:

Basic and diluted

The accompanying notes are an integral part

of these condensed consolidated financial statements.

GREEN HOLDINGS CORP.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

1 unchanged sentence

in Stockholders’ Equity (Deficit) (Unaudited)

Series A Preferred Stock

$1.00 Par Value

Preferred Stock

$0.01 Par Value Common Stock

Additional Paid-in

Noncontrolling

Stockholders’ Equity

at December 31, 2023

Balance at March 31, 2024

$ ( 80,366,836 )

$ ( 6,780,089 )

of common stock and warrants for debt issuance

warrant exercise

of common stock from warrant inducement

stock deemed dividend

Fractional share adjustment

Conversion of debt and interest

Issuance of stock under EP Agreement

Issuance of stock for accounts payable settlement

Issuance of common stock

Prefunded warrant exercise

Stock compensation expense

( 4,677,000 )

of short—term notes payable

DevCorp equity transactions

of deconsolidation

( 4,677,000 )

Balance of June 30, 2024

$ ( 85,043,836 )

$ ( 6,498,159 )

Balance at December 31, 2023

$ ( 75,930,805 )

at March 31, 2024

$ ( 6,334,859 )

Stock-based compensation

Issuance of common stock and warrants for debt issuance

Cashless warrant exercise

Issuance of common stock from warrant inducement

Common stock deemed dividend

( 1,638,149 )

at December 31, 2024

Conversion of debt and interest

Fractional share adjustment

Issuance of common stock under EP Adjustment

Issuance of stock for accounts payable settlement

SG DevCorp equity transactions

Effect of deconsolidation

( 1,966,848 )

of stock in connection with acquisition

related party debt

of common stock in connection with debt issuance

Issuance of common stock

( 7,474,882 )

at March 31, 2025

Balance at June 30, 2024

$ ( 85,043,836 )

$ ( 6,498,159 )

$1.00 Par Value

Preferred Stock

Stockholders’

Noncontrolling

Balance at March

$ 118,383,643

$ ( 101,278,751 )

Stock—based compensation

Issuance of common stock,

net of issuance costs

Issuance of stock for accrued

to common conversion

( 4,573,870 )

at June 30, 2025

( 105,852,621 )

$1.00 Par Value

Preferred Stock

Stockholders’

Noncontrolling

Balance at December 31, 2024

$ ( 98,532,083 )

$ ( 12,460,308 )

Stock—based compensation

Issuance of stock in connection

with acquisition

Forgiveness related party

Issuance of common stock

in connection with debt issuance

Issuance of common stock,

net of issuance costs

Issuance of stock for accrued

Preferred to common conversion

( 7,320,538 )

at June 30, 2025

$ 125,714,191

$ ( 105,852,621 )

The accompanying notes are an integral part

of these condensed consolidated financial statements.

GREEN HOLDINGS CORP.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

1 unchanged sentence

of Cash Flows

For the Six Months

Cash flows from operating activities:

17 unchanged sentences

Contract assets

Costs in excess

Prepaid expenses and other current assets

Intangible assets

Accounts payable and accrued expenses

Contract liabilities

Lease liability

9 unchanged sentences

Cash flows from investing activities:

Cash paid for business combination – Sherman Oil

( 1,000,000 )

Cash paid for business combination – County Line

( 1,000,000 )

Purchase of property, plant and equipment

Cash received in business combination

Cash received in business combination - NAHD

Project development costs

1 unchanged sentence

Net cash used in investing activities by continuing operations

( 2,473,834 )

Net cash used in investing activities by discontinued operations

1 unchanged sentence

Repayment of short term notes payable

Proceeds from short-term notes payable and warrants, net of debt issuance costs

( 1,634,809 )

( 1,588,001 )

Borrowings on short-term notes payable

Proceeds from issuance of common stock, net of debt issuance costs

Proceeds from warrant inducement

Prefunded warrant exercise

Issuance of common stock from EP Agreement

Net cash provided by financing activities by continuing operations

Net cash provided by financing activities by discontinued operations

Net decrease in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents - beginning of period

4 unchanged sentences

Prepaid expenses and other current assets

Oil and gas, on the basis of full cost accounting, net

Property and equipment, net

6 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Cashless warrant exercise

Fractional common share adjustment

Common stock deemed dividend

Conversion of short-term notes payable to common stock

Forgiveness of related party debt and investment

Common stock and warrants issued for debt issuance

Assets and liabilities acquired in business combination:

Accounts receivable, net

Property, plant and equipment, net

Proved oil and gas reserves

Intangible assets, net

Project development costs and other assets

Accounts payable and accrued expenses

Due to related parties

Contract liabilities

Long-term debt

Common stock and warrants issued for debt

Common stock issued for conversion of accrued interest – related party

Common stock issued for conversion of preferred stock

The accompanying notes are an integral part

of these condensed consolidated financial statements.

GREEN HOLDINGS CORP.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

27 unchanged sentences

have been fully completed and closed.

Company operates in the following four segments:

The Company operates in the following

four segments:

(i) construction;

2 unchanged sentences

and (iv) environmental.

The construction

segment designs and constructs modular structures built in the Company’s factories.

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 environmental segment consists

of a sustainable medical and waste management solution that collects waste and treats waste for safe disposal.

The construction segment designs and constructs

modular structures built in the Company’s factories.

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 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

79 unchanged sentences

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 Quarterly Report on Form 10-Q for the period ended March 31, 2025 have been adjusted to reflect the reverse

all periods presented in this Quarterly Report on Form 10-Q for the period ended June 30, 2025 have been adjusted to reflect the reverse

stock split effected in May 2024.

45 unchanged sentences

Liquidity and Going Concern

As of March 31, 2025, the Company

As of June 30, 2025, the Company

had cash and cash equivalents of $ 2,767,210 and a backlog of $ 1,209,207 .

See Note 10 for a discussion of construction backlog.

on its conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period:

Based on its conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period:

Within 1 year

Total Backlog

The Company has incurred losses since its inception, has negative working

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

to continue as a going concern.

The accompanying financial statements do not include any adjustments to reflect the possible future effects

on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome

of the uncertainty concerning the Company’s ability to continue as a going concern.

The Company has incurred losses since

its inception, has negative working capital of $ 20,761,681 as of June 30, 2025 and has negative operating cash flows, which has raised

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

The accompanying financial statements do not include any adjustments

to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities

that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern.

The Company intends to meet its capital

20 unchanged sentences

financial statements and notes for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the

year ended December 31, 2024, as filed with the Securities and Exchange Commission on March 31, 2025.

year ended December 31, 2024, as filed with the Securities and Exchange Commission on June 30, 2025.

In the opinion of management, all

adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been

Results for the three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the

year ending December 31, 2025.

Results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year

ending December 31, 2025.

Recently adopted accounting pronouncements

1 unchanged sentence

Accounting estimates –

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates, judgements

and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the

date of the financial statements and the reported amount of revenues and expenses during the reporting period, together with amounts disclosed

in the related notes to the financial statements.

The Company’s estimates used in these financial statements include, but are

not limited to, revenue recognition, stock-based compensation, accounts receivable reserves, inventory valuations, goodwill, the valuation

allowance related to the Company’s deferred tax assets, the carrying amount of intangible assets, right of use assets and the recoverability

and useful lives of long-lived assets.

Certain of the Company’s estimates could be affected by external conditions, including those

unique to the Company and general economic conditions.

It is reasonably possible that these external factors could have an effect on the

Company’s estimates and could cause actual results to differ from those estimates.

Operating cycle – The

length of the Company’s contracts varies, but is typically between six to twelve months.

In some instances,

the length of the contract may exceed twelve months.

Assets and liabilities relating to contracts are included in current assets

and current liabilities, respectively, in the accompanying balance sheets as they will be liquidated in the normal course of contract

completion, which at times could exceed one year.

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates,

judgements and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and

liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period,

together with amounts disclosed in the related notes to the financial statements.

The Company’s estimates used in these

financial statements include, but are not limited to, revenue recognition, stock-based compensation, accounts receivable reserves,

inventory valuations, goodwill, the valuation allowance related to the Company’s deferred tax assets, the carrying amount of

intangible assets, right of use assets and the recoverability and useful lives of long-lived assets.

Certain of the Company’s

estimates could be affected by external conditions, including those unique to the Company and general economic conditions.

reasonably possible that these external factors could have an effect on the Company’s estimates and could cause actual results

to differ from those estimates.

Operating cycle

– The length of the Company’s contracts varies, but is typically between six to twelve

In some instances, the length of the contract may exceed twelve months.

Assets and liabilities relating to

contracts are included in current assets and current liabilities, respectively, in the accompanying balance sheets as they will be

liquidated in the normal course of contract completion, which at times could exceed one year.

Revenue recognition –

8 unchanged sentences

Determine the transaction price

(4) Allocate the transaction price to performance obligations

in the contract

Allocate the transaction price to performance obligations in the contract

Recognize revenue as performance obligations are satisfied

19 unchanged sentences

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

recognized over time was $ 566,199 and $ 968,115 , respectively, for the three months ended March 31, 2025 and 2024.

recognized over time was $ 566,199 and $ 968,115 , respectively, for the six months ended June 30, 2025 and 2024.

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

by categories:

Three Months Ended March 31,

Three Months Ended June 30,

Revenue by Customer Type

1 unchanged sentence

Hotel/Hospitality

Machfu sales:

Subscription revenue

Total revenue by customer type

Contract Assets and Contract

Six Months Ended June 30,

Revenue by Customer Type

Construction and Engineering Services:

Hotel/Hospitality

Total revenue by customer type

Contract Assets and Contract Liabilities

Accounts receivable are recognized in

59 unchanged sentences

evaluated periodically as facts and circumstances change.

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 held 276,425 shares of SG DevCorp (the “Shares”) which represented approximately 19 % ownership and amounted to $ 738,056 .

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

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 held 276,425 shares of SG DevCorp (the “Shares”) which represented approximately 19 %

ownership and amounted to $ 738,056 .

On January 29, 2025, the Company 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 $ 908,323 and in respect of $ 793,590 of inter-company advances from SG DevCorp.

to the Company in exchange for the Company forgiving $ 394,329 of inter-company debt owed to the Company by the Company and for SG DevCorp.(which has already been written off) transferring the Shares, with the Company no longer being a shareholder of SG DevCorp.

forgiving and releasing from our obligations to them under that certain promissory

note, dated August 9, 2023, in the principal amount of $ 908,323 and in respect of $ 793,590 of inter-company advances from SG

to the Company in exchange for the Company forgiving $ 394,329 of inter-company debt owed to the Company by the Company and

for SG DevCorp.(which has already been written off) transferring the Shares, with the Company no longer being a shareholder of SG

The Company recognized $ 311,560 in change in fair value of its investment in SG DevCorp for the period ended January 29,

In connection with the Mutual Release, the Company recorded $ 1,275,417 to additional paid in capital which resulted from the transactions above and the Company’s investment in SG DevCorp write down of $ 426,496 .

The Company acquired an investment

in CycleAIM, Inc.(“CycleAIM”) through the NAHD Merger.

In connection with the Mutual Release, the Company recorded $ 1,275,417 to additional paid in capital which resulted from the transactions

above and the Company’s investment in SG DevCorp write down of $ 426,496 .

The Company acquired an investment in

CycleAIM, Inc.(“CycleAIM”) through the NAHD Merger.

The Company has a 51 % ownership interest in this joint venture.

The Company will analyze its underlying investment in CycleAim during the measurement period of the acquisition.

Company acquired an investment in Winchester LLC in the amount of $ 220,000 .

The Company currently holds a 49 % interest and accounts for

its investment under the equity method.

There has been no activity in the underlying investment as of March 31, 2025.

Company will analyze its underlying investment in CycleAim during the measurement period of the acquisition.

The Company acquired an investment in

Winchester LLC in the amount of $ 220,000 .

The Company currently holds a 49 % interest and accounts for its investment under the equity

There has been no activity in the underlying investment as of June 30, 2025.

SAFE & GREEN HOLDINGS CORP.

7 unchanged sentences

Cash and cash equivalents totaled $ 2,767,210 and $ 375,873

as of March 31, 2025, and December 31, 2024, respectively.

as of June 30, 2025, and December 31, 2024, respectively.

Short-term investment –

1 unchanged sentence

year as short-term investment.

The Company had no short-term investment as of March 31, 2025 or December 31, 2024,

The Company had no short-term investment as of June 30, 2025 or December 31, 2024,

respectively.

29 unchanged sentences

using the specific identification method.

As of March 31, 2025 and December 31, 2024, there was inventory of $ 490,590 and $ 471,468 ,

As of June 30, 2025 and December 31, 2024, there was inventory of $ 280,497 and $ 471,468 ,

respectively, for construction materials.

As of March 31, 2025, there was inventory of $ 471,020 related to Machfu business operations.

As of June 30, 2025, there was inventory of $ 471,334 related to Machfu business operations.

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.

The Company performs

a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge

for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill.

The amount by which the

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

There were no impairments

during the March 31, 2025 or 2024.

change that would more likely than not reduce the fair value of its reporting unit below it’s carrying values.

performs a goodwill impairment test by comparing the fair value of the reporting unit with it’s carrying value and recognizes an

impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill.

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

There were no

impairments during the June 30, 2025 or 2024.

SAFE & GREEN HOLDINGS CORP.

6 unchanged sentences

being recognized over 7 years.

The amortization expense for the three months ended March 31, 2025 and 2024 was $ 15,058 and $ 3,417 , respectively.

The accumulated amortization as of March 31, 2025 and December 31, 2024 was $ 66,809 and $ 63,392 , respectively.

The amortization expense for the six months ended June 30, 2025 and 2024 was $ 41,506 and $ 6,834 , respectively.

The accumulated amortization as of June 30, 2025 and December 31, 2024 was $ 104,898 and $ 63,392 , respectively.

Property, plant and equipment

7 unchanged sentences

Repairs and maintenance are charged to expense when incurred.

Oil and Gas Properties - The Company

uses the full cost method of accounting for its investment in oil and natural gas properties.

Under this method of accounting, all costs

associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs, are capitalized.

Oil and Gas Properties - The

Company uses the full cost method of accounting for its investment in oil and natural gas properties.

Under this method of accounting,

all costs associated with acquisition, exploration and development of oil and gas reserves, including directly related overhead costs,

are capitalized.

General and administrative costs related to production and general overhead are expensed as incurred.

All capitalized costs of oil and gas properties,

including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates of proved

Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss recognized

unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and gas, in which

case the gain or loss is recognized in operations.

Unproved properties and major development projects are not amortized until proved reserves

associated with the projects can be determined or until impairment occurs.

If the results of an assessment indicate that the properties

are impaired, the amount of impairment is included in loss from operations before income taxes.

Limitation on Capitalized Costs - Under

the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine the limit on the

book value of our oil and natural gas properties (the “Ceiling” test).

If the capitalized costs of our oil and natural gas

properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment is charged

The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently increase

All capitalized costs of oil and gas

properties, including the estimated future costs to develop proved reserves, are amortized on the unit of production method using estimates

of proved reserves.

Disposition of oil and gas properties are accounted for as a reduction of capitalized costs, with no gain or loss

recognized unless such adjustment would significantly alter the relationship between capitalized costs and proved reserves of oil and

gas, in which case the gain or loss is recognized in operations.

Unproved properties and major development projects are not amortized

until proved reserves associated with the projects can be determined or until impairment occurs.

If the results of an assessment indicate

that the properties are impaired, the amount of impairment is included in loss from operations before income taxes.

Limitation on Capitalized Costs

- Under the full-cost method of accounting, we are required, at the end of each reporting date, to perform a test to determine

the limit on the book value of our oil and natural gas properties (the “Ceiling” test).

If the capitalized costs of our oil

and natural gas properties, net of accumulated amortization and related deferred income taxes, exceed the Ceiling, this excess or impairment

is charged to expense.

The expense may not be reversed in future periods, even though higher oil and natural gas prices may subsequently

increase the Ceiling.

The Ceiling is defined as the sum of:

(a) the present value, discounted at 10 percent, and assuming continuation

of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural

gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging

arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing

the proved reserves, plus

(b) the cost of properties not being amortized;

included in the costs being amortized, net of

(d) the related tax effects related to the difference between the

book and tax basis of our oil and natural gas properties.

Oil and Gas Reserves - Reserve engineering

is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations and

extrapolations of well flow rates and reservoir pressure.

the present value, discounted at 10 percent, and assuming continuation of existing economic conditions, of 1) estimated future gross revenues from proved reserves, which is computed using oil and natural gas prices determined as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month hedging arrangements pursuant to SAB 103, less 2) estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves, plus

the cost of properties not being amortized;

the lower of cost or estimated fair value of unproven properties included in the costs being amortized, net of

the related tax effects related to the difference between the book and tax basis of our oil and natural gas properties.

Oil and Gas Reserves - Reserve

engineering is a subjective process that is dependent upon the quality of available data and the interpretation thereof, including evaluations

and extrapolations of well flow rates and reservoir pressure.

Estimates by different engineers often vary sometimes significantly.

physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors

such as changes in product prices, may justify revision of such estimates.

Because proved reserves are required to be estimated using

recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

Depreciation, depletion, and Amortization

and Accretion - The estimates of proved reserves materially impact depreciation, depletion, amortization and accretion (“DD&A”)

If the estimates of proved reserves decline, the rate at which we record DD&A expense will increase, reducing future net

Such a decline may result from lower market prices, which may make it uneconomic to drill for and produce from higher-cost fields.

addition, physical factors such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic

factors such as changes in product prices, may justify revision of such estimates.

Because proved reserves are required to be estimated

using recent prices of the evaluation, estimated reserve quantities can be significantly impacted by changes in product prices.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

Depreciation,

depletion, and Amortization and Accretion - The estimates of proved reserves materially impact depreciation, depletion, amortization

and accretion (“DD&A”) expense.

If the estimates of proved reserves decline, the rate at which we record DD&A expense

will increase, reducing future net income.

Such a decline may result from lower market prices, which may make it uneconomic to drill

for and produce from higher-cost fields.

Asset retirement obligations

10 unchanged sentences

Settlements greater than or less than amounts accrued as ARO are recorded as a gain or loss upon settlement.

As of March 31, 2025, the asset retirement

As of June 30, 2025, the asset retirement

obligations amounted to $ 15,187 and is included in accounts payable and accrued expense on the accompanying condensed consolidated balance

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

Proved Reserves – As

of March 31, 2025, all of the Company’s oil and gas reserves are proved reserves.

of June 30, 2025, all of the Company’s oil and gas reserves are proved reserves.

Such amount was acquired in the Merger.

3 unchanged sentences

The accuracy of a reserve estimate is a function of:

the quality and quantity of

available data;

the quality and quantity of available data;

the interpretation of that data;

the accuracy of various mandated

economic assumptions;

the judgment of the persons

preparing the estimate.

Our proved reserve information included in this

report was predominately based on estimates.

Because these estimates depend on many assumptions, all of which may substantially differ

from future actual results, reserve estimates will be different from the quantities of oil and gas that are ultimately recovered.

results of drilling, testing and production after the date of an estimate may justify material revisions to the estimate.

the accuracy of various mandated economic assumptions;

the judgment of the persons preparing the estimate.

Our proved reserve information included

in this report was predominately based on estimates.

Because these estimates depend on many assumptions, all of which may substantially

differ from future actual results, reserve estimates will be different from the quantities of oil and gas that are ultimately recovered.

In addition, results of drilling, testing and production after the date of an estimate may justify material revisions to the estimate.

The estimated proved net recoverable

3 unchanged sentences

Proved Reserves are located onshore in the continental United States of America.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Summary of Significant Accounting Policies (continued)

Convertible instruments –

27 unchanged sentences

Quoted prices in active markets for identical assets or liabilities.

Quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Quoted prices for similar assets and liabilities in active markets

or inputs that are observable.

Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

11 unchanged sentences

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

Fair value measured as of March 31, 2025

Fair value measured as of June 30, 2025

Quoted prices in active markets

46 unchanged sentences

financial condition and, generally, requires no collateral from its customers other than normal lien rights.

At March 31, 2025 and December

At June 30, 2025 and December

31, 2024, 100 % of the Company’s gross accounts receivable were due from three customers.

Revenue relating to two and one customers

represented approximately 88 % and 87 % of the Company’s total revenue for the three months ended March

Revenue relating to one customer

represented approximately 88 % and 73 % of the Company’s total revenue for the three months ended June

30, 2025 and 2024, respectively.

Revenue relating to one customer represented approximately 81 % and 88 %, for the six months ended June

30, 2025 and 2024, respectively.

There were no vendors representing 10%

or more of the Company’s total cost of revenue for the three months ended March 31, 2025 and 2024.

The Company believes it

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

or more of the Company’s total cost of revenue for the three months or six months ended June 30, 2025 and 2024.

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

SAFE & GREEN HOLDINGS CORP.

2 unchanged sentences

Accounts Receivable

At March 31, 2025 and December 31, 2024, the Company’s

At June 30, 2025 and December 31, 2024, the Company’s

accounts receivable consisted of the following:

7 unchanged sentences

Costs and estimated earnings on uncompleted

contracts, which represent contract assets and contract liabilities, consisted of the following at March 31, 2025 and December 31,

contracts, which represent contract assets and contract liabilities, consisted of the following at June 30, 2025 and December 31,

Costs incurred on uncompleted contracts

1 unchanged sentence

Estimated earnings to date on uncompleted contracts

( 1,025,044 )

Gross contract assets

1 unchanged sentence

( 1,532,152 )

( 3,066,938 )

Net contract liabilities on uncompleted contracts

2 unchanged sentences

The above amounts are included in the

accompanying condensed consolidated balance sheets under the following captions at March 31, 2025 and December 31, 2024.

accompanying condensed consolidated balance sheets under the following captions at June 30, 2025 and December 31, 2024.

Contract assets

2 unchanged sentences

$ ( 593,546 )

Although management believes it has

3 unchanged sentences

makes adjustments when they are considered necessary.

Additionally, at March 31, 2025 contract

Additionally, at June 30, 2025 contract

liabilities include $ 553,350 of advanced payments from customers on certain contracts.

18 unchanged sentences

accumulated depreciation

Depreciation expense for the three

months ended March 31, 2025 and 2024 amounted to $ 92,117 and $ 42,381 , respectively.

( 1,651,760 )

Depreciation expense for the six

months ended June 30, 2025 and 2024 amounted to $ 191,732 and $ 84,678 , respectively.

Depreciation expense for the three months

ended June 30, 2025 and 2024 amounted to $ 398,843 and $ 84,678 , respectively.

Notes Payable

12 unchanged sentences

and provides SG Echo 24 months to comply with the provision.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted

to $ 750,000 .

1 unchanged sentence

regarding litigation between the Company and Authority.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

Cash Advance Agreements

11 unchanged sentences

Agreement have been guaranteed by SG Echo.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 1,536,700 .

The July Cash Advance Agreement is currently in default.

As of June 30, 2025 and December 31,

2024 the outstanding balance amounted to $ 1,526,699 and $ 1,536,700 , respectively.

On August 27, 2024, SG Building entered

7 unchanged sentences

the Pawn Cash Advance Agreement.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 249,830 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 249,830 .

On December 17, 2024, SG Building entered

6 unchanged sentences

remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement.

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024 the outstanding balance amounted to $ 102,270 and $ 184,700 , respectively.

7 unchanged sentences

Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cedar Cash Advance Agreement.

March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 207,900 and $ 203,000 , respectively.

June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 132,898 and $ 203,000 , respectively.

On January 22, 2025, SG Building entered

7 unchanged sentences

30, 2025 the outstanding balance amounted to $ 0 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

Enhanced Note

28 unchanged sentences

owing under the Enhanced Loan Agreement due and payable.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted to

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted to

$ 4,000,000 .

1 unchanged sentence

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes to Condensed Consolidated Financial Statements

Notes Payable (continued)

9 unchanged sentences

During the three months ended, $ 0 in principal payments were made.

of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 17,000 .

Galvin Note Payable is currently in default.

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 17,805 and

$ 17,000 , respectively.

1800 Diagonal Note

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shall no longer apply.

As of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 77,335 and $ 135,334 , respectively.

As of June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 19,334 and $ 135,334 , respectively.

SAFE & GREEN HOLDINGS CORP.

16 unchanged sentences

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

of March 31, 2025 and December 31, 2024 the outstanding balance amounted to $ 87,000 and $ 290,000 , respectively.

of June 30, 2025 and December 31, 2024 the outstanding balance amounted to $ 0 and $ 290,000 , respectively.

On January 22, 2025, the Company issued

11 unchanged sentences

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

As of March 31, 2025 the outstanding balance amounted to $ 111,806 .

On February 12, 2025, the Company executed and issued a Promissory

Note (“Note”) in favor of Firstfire Global Opportunities Fund, LLC (the “Firstfire”) in the aggregate principal

amount of $ 360,000 (the “Firstfire Principal”), and an accompanying Securities Purchase Agreement, executed on February 12,

2025 (the “Firstfire SPA”).

The Note was purchased by Firstfire for a purchase

price of $ 300,000 , representing an original issue discount of $ 60,000 .

The Note shall bear interest at a rate of fifteen percent ( 15 %)

per annum, with the understanding that the first twelve months of interest under the Note (equal to $ 54,000 ), shall be guaranteed and

earned in full as of February 12, 2025.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest

at eighteen percent ( 18 %) per annum (“Default Interest”).

The Note may not be prepaid in whole or in part except as explicitly

set forth in the Note.

Firstfire will have the right, on any calendar

day, at any time on or after the Issue Date, to convert all or any portion of the then-outstanding Principal and interest (including any

Default Interest) into fully paid and non-assessable shares of common stock, par value $ 0.01 per share, of the Company (the “Common

As of June 30, 2025 the outstanding balance amounted to $ 63,889 .

On February 12, 2025, the Company executed

and issued a Promissory Note (“Note”) in favor of Firstfire Global Opportunities Fund, LLC (the “Firstfire”) in

the aggregate principal amount of $ 360,000 (the “Firstfire Principal”), and an accompanying Securities Purchase Agreement,

executed on February 12, 2025 (the “Firstfire SPA”).

The Note was purchased by Firstfire

for a purchase price of $ 300,000 , representing an original issue discount of $ 60,000 .

The Note shall bear interest at a rate of fifteen

percent ( 15 %) per annum, with the understanding that the first twelve months of interest under the Note (equal to $ 54,000 ), shall be guaranteed

and earned in full as of February 12, 2025.

Any amount of Principal or interest due under the Note which is not paid when due shall bear

interest at eighteen percent ( 18 %) per annum (“Default Interest”).

The Note may not be prepaid in whole or in part except

as explicitly set forth in the Note.

Firstfire will have the right, on any

calendar day, at any time on or after the Issue Date, to convert all or any portion of the then-outstanding Principal and interest (including

any Default Interest) into fully paid and non-assessable shares of common stock, par value $ 0.01 per share, of the Company (the “Common

The per share conversion price into which the Principal, interest (including any Default Interest) shall be equal to $ 0.65 ,

11 unchanged sentences

shares of the Company’s common stock.

In connection with the issuance of the

Note and the SPA, the Company will issue to the Lender common stock purchase warrants (the “Warrant”), which shall be exercisable

into 450,000 shares of Common Stock.

The relative fair value of the warrants amounted to $ 158,883 and are recorded as a debt discount

to the underlying Note.

Among others, the following shall be considered

events of default under the Note (“Event of Default”):

if the Company fails to pay the Principal Amount or interest when due

the Company fails to issue conversion shares to the Lender upon exercise by the Lender of the conversion rights under the

or the Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying Securities Purchase

Agreement, Registration Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

In connection with the issuance of

the Note and the SPA, the Company will issue to the Lender common stock purchase warrants (the “Warrant”), which shall be

exercisable into 450,000 shares of Common Stock.

The relative fair value of the warrants amounted to $ 158,883 and are recorded as a debt

discount to the underlying Note.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

Among others, the following shall be

considered events of default under the Note (“Event of Default”):

if the Company fails to pay the Principal Amount or interest

when due on the Note;

the Company fails to issue conversion shares to the Lender upon exercise by the Lender of the conversion rights

under the Note;

or the Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying Securities

Purchase Agreement, Registration Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

After an Event of Default, in addition

3 unchanged sentences

Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

As of March 31, 2025 the outstanding

As of June 30, 2025 the outstanding

balance amounted to $ 0 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

On March 6, 2025, the Company closed and issued

a promissory note (the “Note”) in favor of Tysadco Partners LLC (the “Tysadco”), 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

All outstanding Principal and interest shall be due on November 30, 2025 (the “Maturity Date”).

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.

On March 6, 2025, the Company closed

and issued a promissory note (the “Note”) in favor of Tysadco Partners LLC (the “Tysadco”), 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

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.

Tysadco 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”):

Tysadco 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 Tysadco upon exercise by Tysadco 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

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

Company fails to issue Conversion Shares to Tysadco upon exercise by Tysadco 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

3 unchanged sentences

for the purchase of the Note.

As of March 31, 2025 the outstanding balance amounted to $ 675,000 .

On March 3, 2025, the Company executed and issued

a Promissory Note (“Note”) in favor of GS Capital Partners, LLC (the “GS”) in the aggregate principal amount of

$ 360,000 (the “Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration Rights

Agreement (the “RRA”).

The Note was purchased by GSA for a purchase price

of $ 300,000 , representing an original issue discount of $ 60,000 .

The Note shall bear interest at a rate of fifteen percent ( 15 %) per annum,

with the understanding that the first twelve months of interest under the Node (equal to $ 54,000 ), shall be guaranteed and earned in full

as of the Issue Date.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest at eighteen

percent ( 18 %) per annum (“Default Interest”).

The Note may not be prepaid in whole or in part except as explicitly set forth

The Company shall make monthly payments on the Note in the amount of $ 44,000 , due and payable on the 3 rd of

each month commencing on June 3, 2025, and ending on February 3, 2025, with a final payment due and payable on March 3, 2026, in the amount

equal to any remaining outstanding balance of the Note.

GSA will have the right to convert all or any

portion of the then-outstanding Principal and interest including any Default Interest (as defined in the Note) into fully paid and non-assessable

shares of common stock of the Company, par value $ 0.01 per share (the “Common Stock”).

Such conversion right is wholly contingent

and subject to the approval of such conversion by a sufficient amount of holders of the Company’s common stock to satisfy the shareholder

approval requirements for such action as provided in Nasdaq Rule 5635(d) (“Shareholder Approval”).

GSA may, on any calendar

day, at any time after Shareholder Approval of such conversion, convert all or any portion of the then-outstanding Principal and interest

(including any Default Interest) into fully paid and non-assessable share of common stock, par value $ 0.01 per share, of the Company (the

“Common Stock”).

The per share conversion price into which the Principal, interest (including any Default Interest) shall

be equal to $ 0.65 , subject to adjustment as provided in the Note (the “Conversion Price”).

If at any time the Conversion Price

for any conversion would be less than the par value of the Common Stock, then at the sole discretion of GSA, the Conversion Price may

equal such par value for such conversion, and the conversion amount shall be increased to include Additional Principal (where “Additional

Principal” means such additional amount to be added to the conversion amount to the extent necessary to cause the number of conversion

shares issuable upon such conversion to equal the same number of conversion shares as would have been issued if the Conversion Price had

not been adjusted by GSA to the par value price.

GSA shall be entitled to deduct $ 1,750 from the conversion amount in each notice of conversion

to cover GSA’s fees associated with each notice of conversion.

The Note may not be converted into shares of the Company’s

common stock if the conversion would result in GSA and its affiliates owning an aggregate of in excess of 4.99 % of the then-outstanding

shares of the Company’s common stock.

As of June 30, 2025 the outstanding balance amounted to $ 225,000 .

On March 3, 2025, the Company executed

and issued a Promissory Note (“Note”) in favor of GS Capital Partners, LLC (the “GS”) in the aggregate principal

amount of $ 360,000 (the “Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration

Rights Agreement (the “RRA”).

SAFE & GREEN HOLDINGS CORP.

3 unchanged sentences

Notes Payable (continued)

Among others, the following shall be considered

events of default under the Note (“Event of Default”):

if the Company fails to pay the Principal Amount or interest when due

The Note was purchased by GSA for a

purchase price of $ 300,000 , representing an original issue discount of $ 60,000 .

The Note shall bear interest at a rate of fifteen percent

( 15 %) per annum, with the understanding that the first twelve months of interest under the Node (equal to $ 54,000 ), shall be guaranteed

and earned in full as of the Issue Date.

Any amount of Principal or interest due under the Note which is not paid when due shall bear

interest at eighteen percent ( 18 %) per annum (“Default Interest”).

The Note may not be prepaid in whole or in part except

as explicitly set forth in the Note.

The Company shall make monthly payments on the Note in the amount of $ 44,000 , due and payable on

the 3 rd of each month commencing on June 3, 2025, and ending on February 3, 2025, with a final payment due and payable

on March 3, 2026, in the amount equal to any remaining outstanding balance of the Note.

GSA will have the right to convert all

or any portion of the then-outstanding Principal and interest including any Default Interest (as defined in the Note) into fully paid

and non-assessable shares of common stock of the Company, par value $ 0.01 per share (the “Common Stock”).

Such conversion

right is wholly contingent and subject to the approval of such conversion by a sufficient amount of holders of the Company’s common

stock to satisfy the shareholder approval requirements for such action as provided in Nasdaq Rule 5635(d) (“Shareholder Approval”).

GSA may, on any calendar day, at any time after Shareholder Approval of such conversion, convert all or any portion of the then-outstanding

Principal and interest (including any Default Interest) into fully paid and non-assessable share of common stock, par value $ 0.01 per

share, of the Company (the “Common Stock”).

The per share conversion price into which the Principal, interest (including any

Default Interest) shall be equal to $ 0.65 , subject to adjustment as provided in the Note (the “Conversion Price”).

time the Conversion Price for any conversion would be less than the par value of the Common Stock, then at the sole discretion of GSA,

the Conversion Price may equal such par value for such conversion, and the conversion amount shall be increased to include Additional

Principal (where “Additional Principal” means such additional amount to be added to the conversion amount to the extent necessary

to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been

issued if the Conversion Price had not been adjusted by GSA to the par value price.

GSA shall be entitled to deduct $ 1,750 from the conversion

amount in each notice of conversion to cover GSA’s fees associated with each notice of conversion.

The Note may not be converted

into shares of the Company’s common stock if the conversion would result in GSA and its affiliates owning an aggregate of in excess

of 4.99 % of the then-outstanding shares of the Company’s common stock.

Among others, the following shall be

considered events of default under the Note (“Event of Default”):

if the Company fails to pay the Principal Amount or interest

when due on the Note;

the Company fails to issue conversion shares to GSA upon exercise by GSA of the conversion rights under the Note;

Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying Securities Purchase Agreement, Registration

Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

or the Company breaches any covenant, agreement, or other term or condition of the Note or the accompanying Securities Purchase Agreement,

Registration Rights Agreement, Irrevocable Transfer Agent Instructions, or Warrants.

After an Event of Default, in addition

3 unchanged sentences

(ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

As of March 31, 2025 the outstanding balance

As of June 30, 2025 the outstanding balance

amounted to $ 316,000 .

Generating Alpha

On March 27, 2025, the Company executed and issued a Promissory Note

(“Note”) in favor of Generating Alpha Ltd.

(the “Generating”) in the aggregate principal amount of $ 375,700 (the

“Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration Rights Agreement

The Note was purchased by Generating for a purchase

price of $ 300,560 , representing an original issue discount of $ 75,140 .

The Note shall bear interest at a rate of fifteen percent ( 15 %)

per annum, with the understanding that the first twelve months of interest under the Node (equal to $ 56,355 ), shall be guaranteed and

earned in full as of March 27, 2025.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest

at eighteen percent ( 18 %) per annum (“Default Interest”).

The Company shall make monthly payments on the Note (each an “Amortization

Payment”) in the amount of $ 43,205.50 , due and payable on the 6 th of each month commencing on June 6, 2025, and

ending on March 6, 2026.

The Company may accelerate the payment date of any Amortization Payment by giving notice to Generating.

If the Company fails to pay any Amortization Payment

when due, in addition to all other rights under the Note, Generating shall have the right to convert at any time any portion of the Note

at a price per share equal to the Market Price.

On March 27, 2025, the Company executed

and issued a Promissory Note (“Note”) in favor of Generating Alpha Ltd.

(the “Generating”) in the aggregate principal

amount of $ 375,700 (the “Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration

Rights Agreement (the “RRA”).

The Note was purchased by Generating

for a purchase price of $ 300,560 , representing an original issue discount of $ 75,140 .

The Note shall bear interest at a rate of fifteen

percent ( 15 %) per annum, with the understanding that the first twelve months of interest under the Node (equal to $ 56,355 ), shall be guaranteed

and earned in full as of March 27, 2025.

Any amount of Principal or interest due under the Note which is not paid when due shall bear

interest at eighteen percent ( 18 %) per annum (“Default Interest”).

The Company shall make monthly payments on the Note (each

an “Amortization Payment”) in the amount of $ 43,205.50 , due and payable on the 6 th of each month commencing

on June 6, 2025, and ending on March 6, 2026.

The Company may accelerate the payment date of any Amortization Payment by giving notice

to Generating.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes Payable (continued)

If the Company fails to pay any Amortization

Payment when due, in addition to all other rights under the Note, Generating shall have the right to convert at any time any portion of

the Note at a price per share equal to the Market Price.

“Market Price” shall mean the lesser of (i) the then applicable conversion

7 unchanged sentences

day, then the next trading day after the event of default), or (iii) $ 0.52 (subject to adjustment as provided in the Note).

The total cumulative number of shares of Common

Stock issued to Generating under the Note, together with the SPA and RRA, may not exceed the requirements of Nasdaq Listing Rule 5635(d)

(the “Nasdaq 19.99 % Cap”), except that is the number of shares of Common Stock issued to Lender reaches the Nasdaq 19.99 %

The total cumulative number of shares

of Common Stock issued to Generating under the Note, together with the SPA and RRA, may not exceed the requirements of Nasdaq Listing

Rule 5635(d) (the “Nasdaq 19.99 % Cap”), except that is the number of shares of Common Stock issued to Lender reaches the Nasdaq

19.99 % Cap, the Company, at its election, will use reasonable commercial efforts to obtain stockholder approval of the Note and the issuance

1 unchanged sentence

Company is unable to obtain such Approval, any remaining outstanding balance of the Note must be repaid in cash.

Among others, the following shall be considered

events of default under the Note (“Event of Default”):

if the Company fails to pay an Amortization Payment when due on the

the Company fails to perform or observe any covenant, term, provision, condition, agreement, or obligation of the Company under

the Note, the SPA, or the RRA;

the Company shall make an assignment for the benefit of creditors, or apply for or consent to the appointment

of a receiver or trustee for it or for a substantial part of its property or business.

an Event of Default, in addition to all other rights under the Note, Generating shall have the right to convert any portion of the Note

at any time at a price per share equal to the Alternate Price.

The “Alternate Price” shall mean the lesser of (i) the applicable

conversion price under the Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

March 31, 2025 the outstanding balance amounted to $ 375,000 .

Among others, the following shall be

considered events of default under the Note (“Event of Default”):

if the Company fails to pay an Amortization Payment when

due on the Note;

the Company fails to perform or observe any covenant, term, provision, condition, agreement, or obligation of the Company

under the Note, the SPA, or the RRA;

the Company shall make an assignment for the benefit of creditors, or apply for or consent to the

appointment of a receiver or trustee for it or for a substantial part of its property or business.

After an Event of Default, in addition

to all other rights under the Note, Generating shall have the right to convert any portion of the Note at any time at a price per share

equal to the Alternate Price.

The “Alternate Price” shall mean the lesser of (i) the applicable conversion price under the

Note, (ii) the closing price of the Common Stock on the date of the Event of Default, or (iii) $ 0.52 .

As of June 30, 2025 the outstanding

balance amounted to $ 375,000 .

On June 3, 2025 (the “Effective

Date”), Olenox entered into a Promissory Note (the “Note”) in favor of Prosperity Bank (the “Lender”) in

the aggregate principal amount of $ 2,000,000 (the “Principal”).

The Note evidences a revolving Line of Credit of Olenox with

Olenox received net loan proceeds of $ 1,350,000 through June 30, 2025.

The Note is secured by the Company’s Certificate

of Deposit held with the Lender with an approximate balance of $ 2,000,000

The Note shall bear interest

at a rate of five percent ( 5 %) per annum.

Interest shall be calculated based on a year of 360 days.

The Note shall be due in full immediately

upon Lender’s demand.

If no demand is made, Borrower will pay all outstanding principal and all accrued unpaid interest on June

In addition, the Borrower will pay regular monthly payments of all accrued interest due as of each payment date, beginning July

The Borrower may prepay all or a portion of the principal without penalty earlier than it is due.

If a payment is 10 days or

more late, the Borrower will be charged a late charge 5.00 % of the unpaid portion of the regular payment.

The Lender reserves a right

of setoff in all of the Borrower’s accounts with the Lender (whether checking, savings, or some other account).

The Borrower authorizes

the Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such

The Note provides for a commercial guaranty by Michael McLaren.

Among others, the following shall constitute

an event of default under the Note (each an “Event of Default”):

if the Borrower fails to make any payment when due under

if the Borrower fails to comply with or to perform any other term, obligation, covenant, or condition contained in the Note

or any related documents;

any representation or statement made by the Borrower to the Lender is false or misleading in any material respect;

a change in ownership of twenty-five percent ( 25 %) or more of the common stock of the Borrower;

or a material adverse change in the Borrower’s

financial condition.

Upon an Event of Default, the interest rate on the Note shall be 18.00 %.

The Note contains covenants applicable

to the Borrower pertaining to the line of credit, including, among others, that the Borrower agrees to:

maintain books and records of

its operations (the “Books and Records”) to the need for the line of credit;

permit the Lender or any of the Lender’s

representatives, inspect and/or copy the Books and Records;

and to provide the Lender any documentation requested which support the reason

for making any advance under the line of credit.

Further, the Note provides that the Borrower shall furnish from time to time to the Lender,

upon the Lender’s request, copies of balance sheets of the Borrower, and copies of statements of income and cash flows of the Borrower.

SAFE & GREEN HOLDINGS CORP.

4 unchanged sentences

Acquisition Notes

The following notes were acquired in the acquisition

The following notes were acquired in the acquisition of NAHD.

Note A - Note payable dated June 23,

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The Note is currently in default.

As of March 31, 2025 the outstanding balance amounted to $ 250,000 .

As of June 30, 2025 the outstanding balance amounted to $ 250,000 .

Note B - Note payable dated June 6,

2 unchanged sentences

The Note is currently in default.

As of March 31, 2025 the outstanding balance amounted to $ 287,845 .

As of June 30, 2025 the outstanding balance amounted to $ 281,316 .

Note C - Note payable dated September

2 unchanged sentences

The Note is currently in

As of March 31, 2025 the outstanding balance amounted to $ 106,400 .

As of June 30, 2025 the outstanding balance amounted to $ 106,400 .

Note D - Note payable dated September

2 unchanged sentences

The Note is currently in default.

As of March 31, 2025 the outstanding balance amounted to $ 210,000 .

As of June 30, 2025 the outstanding balance amounted to $ 210,000 .

Note E - Note payable dated October

1 unchanged sentence

The Note is unsecured.

As of March 31, 2025 the outstanding

As of June 30, 2025 the outstanding

balance amounted to $ 136,038 .

4 unchanged sentences

The Note is in

As of March 31, 2025 the outstanding balance amounted to $ 125,000 .

As of June 30, 2025 the outstanding balance amounted to $ 125,000 .

Note G - Note payable dated October

3 unchanged sentences

The Note is in

As of March 31, 2025 the outstanding balance amounted to $ 65,000 .

As of June 30, 2025 the outstanding balance amounted to $ 65,000 .

Note H - Note payable of $ 500,000 on

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prior to the Qualified Financing.

As of March 31, 2025 the outstanding balance amounted to $ 500,000 .

The Note is currently in default.

As of June 30, 2025 the outstanding balance amounted to $ 500,000 .

Note I - Note payable of $ 250,000 on

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prior to the Qualified Financing.

As of March 31, 2025 the outstanding balance amounted to $ 250,000 .

As of June 30, 2025 the outstanding balance amounted to $ 250,000 .

Note J - Note payable dated April 30,

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This noteholder is a related party.

As of March 31, 2025 the outstanding balance amounted to $ 12,000 .

As of June 30, 2025 the outstanding balance amounted to $ 12,000 .

Note K - Note payable of $ 98,231 during

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the conversion.

As of March 31, 2025 the outstanding balance amounted to $ 98,321 .

As of June 30, 2025 the outstanding balance amounted to $ 98,321 .

Note L - Note payable of $ 1,574,096

4 unchanged sentences

The note is in default.

As of March 31, 2025 the outstanding balance amounted to $ 1,674,096 .

As of June 30, 2025 the outstanding balance amounted to $ 1,674,096 .

Note M - Note payable to a related party of $ 33,722 on various

1 unchanged sentence

There is no interest on the Note.

As of March 31, 2025 the outstanding balance amounted to $ 32,453 .

As of June 30, 2025 the outstanding balance amounted to $ 0 .

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Notes to Condensed Consolidated Financial Statements

Notes Payable (continued)

As of March 31, 2025 and December 31,

As of June 30, 2025 and December 31,

2024, long term notes payable consisted of the following:

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effect is antidilutive.

At March 31, 2025, there were options,

At June 30, 2025, there were options,

restricted stock units and warrants of 1, 822, 459 ,962 and 993,547,834 , respectively, outstanding that could potentially dilute future

4 unchanged sentences

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 239,231 , respectively, outstanding that could potentially dilute future net income per share.

At June 30, 2024, there were options, restricted stock units and warrants of 1,822 , 14,887 and

4,023,411 , respectively, outstanding that could potentially dilute future net income per share.

Construction Backlog

The following represents the backlog

of signed construction and engineering contracts in existence at March 31, 2025 and December 31, 2024, which represents the amount of

revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements

in effect at March 31, 2025 and December 31, 2024, respectively, on which work has not yet begun:

of signed construction and engineering contracts in existence at June 30, 2025 and December 31, 2024, which represents the amount of revenue

the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect

at June 30, 2025 and December 31, 2024, respectively, on which work has not yet begun:

Balance - beginning of period

3 unchanged sentences

( 1,019,637 )

( 4,976,618 )

Balance - end of period

The Company’s remaining backlog

as of March 31, 2025 represents the remaining transaction price of firm contracts for which work has not been performed

as of June 30, 2025 represents the remaining transaction price of firm contracts for which work has not been performed

and excludes unexercised contract options.

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Stockholders’ Equity

Issuance of common stock for

debt issuance – During the three months ended March 31, 2025, the Company issued 294,000 shares of common stock and warrants

for issuances of debt.

Issuance of common stock for debt

issuance – During the six months ended June 30, 2025, the Company issued 294,000 shares of common stock and warrants for

issuances of debt.

The value of the shares amounted to $ 332,049 , which was recorded as a debt discount.

Restricted Stock Units –

During the three months ended March 31, 2025, the Company issued 56,659 shares of common stock with a value of $ 106,298 for vested restricted

During the six months ended June 30, 2025, the Company issued 68,229 shares of common stock with a value of $ 212,596 for vested restricted

Forgiveness of related party debt – As

2 unchanged sentences

$ 1,275,416 in additional paid in capital which resulted from the forgiveness of its debt along with the transfer of SG DevCorp shares.

Additionally, during the six months ended June 30, 2025, the Company issued 1,216,000 shares of common stock for the forgiveness of accrued

interest on a note payable from the Company’s chief executive officer.

The total amount amounted to $ 494,912 which has been recorded

to additional paid in capital.

Issuance of common stock for preferred

– During the six months ended June 30, 2025, the Company issued 2,000,000 shares of common stock for the relinquishment of 151,360

preferred shares, which were issued in connection with the Merger of NAHD.

Such shares were issued to former stockholders of NAHD.

Inducement - On March

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New Warrants, and (ii) $ 10,000 for legal fees and other out-of-pocket expenses.

SAFE & GREEN HOLDINGS CORP.

SAFE & GREEN HOLDINGS

AND SUBSIDIARIES

2 unchanged sentences

Stockholders’ Equity (continued)

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”).

to the Securities Purchase Agreement, the Purchaser agreed to purchase 130,000 shares (the “Shares”) of the Company’s

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

49 unchanged sentences

the Common Warrants on the date of consummation of such Fundamental Transaction.

SAFE & GREEN HOLDINGS

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Stockholders’ Equity (continued)

The Private Placement closed on May

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31, 2024, 294,310 prefunded warrants were exercised.

April Private Placement

- On April 14, 2025, the Company consummated a private placement (the “April Private Placement”) pursuant to a securities

purchase agreement (the “April Purchase Agreement”) with institutional investors (the “Purchasers”) for the purchase

and sale of approximately $ 8 million of shares of the Company’s common stock (the “Common Stock”) and investor warrants

at a price of $ 0.392 per Common Unit.

The Company issued 2,504,000 shares of common stock in this transaction.

The entire transaction

was priced at the market under Nasdaq rules.

The offering consisted of the sale of Common Units (or Pre-Funded Units), each consisting

of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant (“April Pre-Funded Warrants”), (ii) one (1) Series A PIPE

Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $ 0.784 (the “Series A Warrant”)

and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $ 0.98 (the

“Series B Warrant” and together with the Series A Warrant, the “Warrants”).

The initial exercise price of each Series

A Warrant is $ 0.784 per share of Common Stock.

The Series A Warrants are exercisable following stockholder approval and expire five (5)

years thereafter.

The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in

the Series A Warrant.

The initial exercise price of each Series B Warrant is $ 0.98 per share of Common Stock or pursuant to an alternative

cashless exercise option.

The Series B Warrants are exercisable following stockholder approval and expire two and one-half ( 2.5 ) years

The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant.

Each Pre-Funded Warrant is exercisable

for one share of Common Stock for $ 0.0001 immediately upon issuance until all of the Pre-Funded Warrants are exercised in full.

of Pre-Funded Warrant Shares are subject to adjustments for stock splits, recapitalizations, and reorganizations.

The shares of Common

Stock, shares underlying the Series A Warrants and shares underlying the Series B Warrants are collectively referred to as the “Securities”.

In connection with the April Private

Placement, the Company entered into a registration rights agreement with the Purchasers on April 14, 2025 (the “Registration Rights

Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by

April 30, 2025.

Pursuant to the terms of the letter

of engagement with D.

Boral Capital LLC (the “Placement Agent”), the Company paid the Placement Agent a placement agent commission

equal to 6.0 % of the aggregate gross proceeds from the offering, and an additional 1.0 % for non-accountable expenses.

In addition, the

Company agreed to reimburse the placement agent for certain of out-of-pocket expenses, including for reasonable legal fees and disbursements

for its counsel.

Additionally, pursuant to the Company’s letter of engagement with Aegis Capital Corp.

(“Aegis”), the

Company has agreed to pay Aegis a commission equal to 5.0 % of the aggregate gross proceeds from the offering.

The Purchase Agreement contains customary

representations and warranties, indemnification rights, agreements and obligations, conditions to closing and termination provisions.

The offering closed on April 14, 2025.

The net proceeds to the Company from the Offering were $ 6,635,294 , after deducting placement agent

fees and the payment of other offering expenses associated with the offering that were payable by the Company.

May ELOC - On May 29,

2025 the Company entered into a Stock Purchase Agreement (the “ELOC Purchase Agreement”) with Generating Alpha Ltd., a Saint

Kitts and Nevis Company (the “Purchaser”), whereby the Company shall issue and sell to the Purchaser, subject to the terms

and conditions of the ELOC Purchase Agreement, 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 ELOC 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 ELOC 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 May 8, 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 ELOC Purchaser.

Actual sales of shares of Common Stock to

the ELOC 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 seven (7) trading days prior to the applicable closing date multiplied by 90 %.

As of June 30,

2025, no shares have been purchased under the ELOC Purchase Agreement.

SAFE & GREEN HOLDINGS CORP.

3 unchanged sentences

Segments and Disaggregated Revenue

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.

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:

Construction,

Medical, Development and Environmental.

We allocate to segment results the operating expenses “Payroll and related expenses,”

“General and administrative,” “Marketing and business development,” and “Pre-project” based on usage,

which is generally reflected in the segment in which the costs are incurred.

These segments reflect the way our executive team evaluates

the Company’s business performance and manages its operations.

The Construction segment includes the Company’s manufacturing unit

SG ECHO and other modules projects.

Construction, Medical, Development and Environmental.

We allocate to segment results the operating expenses “Payroll and related

expenses,” “General and administrative, ” “Marketing and business development,” and “Pre-project”

based on usage, which is generally reflected in the segment in which the costs are incurred.

These segments reflect the way our executive

team evaluates the Company’s business performance and manages its operations.

The Construction segment includes the Company’s

manufacturing unit SG ECHO and other modules projects.

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

The Environmental segment

has had no activity through December 31, 2024.

Corporate and support consists of general corporate expenses such as our

executive office;

The Environmental

segment has had no activity through December 31, 2024.

Corporate and support consists of general corporate expenses such

as our executive office;

the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing,

1 unchanged sentence

corporate overhead and other items not allocated to any of the Company’s segments.

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:

Three Months Ended March 31, 2025

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:

Three Months Ended June 30, 2025

Significant segment expenses:

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Depreciation and amortization

SAFE & GREEN HOLDINGS

Corporate and support

Three Months Ended June 30, 2024

Significant segment expenses:

Cost of revenue

Allocated overhead

Other costs of revenue

Operating expenses:

Payroll and related

Professional fees

Other expenses

Operating income (loss)

( 1,866,682 )

( 1,891,034 )

Other expense

( 2,648,011 )

( 2,785,966 )

$ ( 112,231 )

$ ( 4,514,693 )

$ ( 4,677,000 )

Depreciation and amortization

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed

Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

Segments and Disaggregated Revenue (continued)

Three Months Ended March 31, 2024

Six Months Ended June 30, 2025

Significant segment expenses:

9 unchanged sentences

( 2,734,606 )

Other (expense) income

( 1,476,639 )

( 5,519,762 )

Loss before income taxes

Other expense

( 1,224,516 )

( 1,800,776 )

$ ( 1,571,581 )

$ ( 3,959,122 )

( 1,788,868 )

$ ( 7,320,538 )

Depreciation and amortization

Capital expenditure

Six Months Ended June 30, 2024

Significant segment expenses:

Costs of revenue:

Allocated overhead

Other costs of revenue

Operating expenses:

Payroll and related

Professional fees

Other expenses

Operating income (loss)

( 3,683,980 )

( 3,421,617 )

Other expense

( 6,550,035 )

Income (loss) before income taxes

( 10,234,015 )

( 10,159,560 )

Common stock deemed dividend

2 unchanged sentences

Income from discontinued operations

Net loss attributable to common stockholders

Net income (loss) attributable to common stockholders

$ ( 9,187,486 )

1 unchanged sentence

Depreciation and amortization

Capital expenditure

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

In conjunction with the June 2017 Public

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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),.

The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August

as adjusted for the May Stock Split), The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August

In conjunction with the Underwriting

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of common stock ( 15,000 shares as adjusted for the May Stock Split), at an initial exercise price of $ 3.14 per share ($ 62.80

as adjusted for the May Stock Split),.

The warrants are exercisable at the option of the holder on or after November 6, 2020 and

as adjusted for the May Stock Split), The warrants are exercisable at the option of the holder on or after November 6, 2020 and

expire May 5, 2025 .

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of the warrants.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Warrants (continued)

In conjunction with the Purchase

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above, as a debt discount of $ 354,329 at the time of issuance of the Debenture.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Warrants (continued)

In connection with the issuance of the

46 unchanged sentences

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

SAFE & GREEN HOLDINGS

In connection with the April Private

Placement pursuant to a securities purchase agreement (the “April Purchase Agreement”) with institutional investors (the “Purchasers”)

for the purchase and sale of approximately $ 8 million of shares of the Company’s common stock (the “Common Stock”) and

investor warrants at a price of $ 0.392 per Common Unit.

The entire transaction was priced at the market under Nasdaq rules.

consisted of the sale of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded

Warrant, (ii) one (1) Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $ 0.784

(the “Series A Warrant”) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant

at an exercise price of $ 0.98 (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”).

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated

Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Warrants (continued)

Warrant activity for the three months

ended March 31, 2025 are summarized as follows:

The initial exercise price of each Series

A Warrant is $ 0.784 per share of Common Stock.

The Series A Warrants are exercisable following stockholder approval and expire five (5)

years thereafter.

The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in

the Series A Warrant.

The initial exercise price of each Series B Warrant is $ 0.98 per share of Common Stock or pursuant to an alternative

cashless exercise option.

The Series B Warrants are exercisable following stockholder approval and expire two and one-half ( 2.5 ) years

The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant.

Each Pre-Funded Warrant is exercisable

for one share of Common Stock for $ 0.0001 immediately upon issuance until all of the Pre-Funded Warrants are exercised in full.

of Pre-Funded Warrant Shares are subject to adjustments for stock splits, recapitalizations, and reorganizations.

The shares of Common

Stock, shares underlying the Series A Warrants and shares underlying the Series B Warrants are collectively referred to as the “Securities”.

In connection with the April Private

Placement, the Company entered into a registration rights agreement with the Purchasers on April 14, 2025 (the “Registration Rights

Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by

April 30, 2025.

Pursuant to the terms of the letter

of engagement with D.

Boral Capital LLC (the “Placement Agent”), the Company paid the Placement Agent a placement agent commission

equal to 6.0 % of the aggregate gross proceeds from the offering, and an additional 1.0 % for non-accountable expenses.

In addition, the

Company agreed to reimburse the placement agent for certain of out-of-pocket expenses, including for reasonable legal fees and disbursements

for its counsel.

Additionally, pursuant to the Company’s letter of engagement with Aegis Capital Corp.

(“Aegis”), the

Company has agreed to pay Aegis a commission equal to 5.0 % of the aggregate gross proceeds from the offering.

Warrant activity for the six months

ended June 30, 2025 are summarized as follows:

Warrants Number of

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Granted 987,741,720 —

Outstanding and exercisable - March 31, 2025 6,259,799 $ 1.16 4.60 $ —

Outstanding and exercisable – June 30, 2025 993,551,519 $ 0.92 4.25 $ —

The fair value of warrants granted during

the three months ended March 31, 2025 were valued using a Black-Scholes Value model, with the following assumptions

the six months ended June 30, 2025 were valued using a Black-Scholes Value model, with the following assumptions

Risk-free interest rate

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Expected volatility

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial

Statements (Unaudited)

Share-based Compensation

26, 2016, the Company’s Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock ( 1,250

shares as adjusted for the May Stock Split), in the form of restricted stock or options (“2016 Stock Plan”).

January 30, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc.

Stock Incentive Plan, as further

amended effective June 1, 2018 as further amended on July 30, 2020, as further amended on August 18, 2021 and as further amended

effective October 5, 2023 (as amended, 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).

It authorizes the issuance of equity-based awards in the form of

stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to

non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock

options may only be granted to the Company’s employees and its subsidiary’s employees.

The Incentive Plan expires on

October 26, 2026, and is administered by the Company’s Compensation Committee of the Board of Directors.

Each of the Company’s

employees, directors, and consultants are eligible to participate in the Incentive Plan.

As of March 31, 2025, there were — shares

of common stock available for issuance under the Incentive Plan.

Stock-Based Compensation

On October 26, 2016, the Company’s

Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock ( 1,250 shares as adjusted

for the May Stock Split), in the form of restricted stock or options (“2016 Stock Plan”).

Effective January 30, 2017,

the 2016 Stock Plan was amended and restated as the SG Blocks, Inc.

Stock Incentive Plan, as further amended effective June

1, 2018 as further amended on July 30, 2020, as further amended on August 18, 2021 and as further amended effective October 5, 2023 (as

amended, 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).

It authorizes the issuance of equity-based awards in the form of stock options,

stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors

and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted

to the Company’s employees and its subsidiary’s employees.

The Incentive Plan expires on October 26, 2026, and is administered

by the Company’s Compensation Committee of the Board of Directors.

Each of the Company’s employees, directors, and consultants

are eligible to participate in the Incentive Plan.

As of March 31, 2025, there were — shares of common stock available

for issuance under the Incentive Plan.

Stock-Based Compensation Expense

is included in the condensed consolidated statements of operations as follows:

Three Months Ended

Stock-based compensation expense is included in the condensed

consolidated statements of operations as follows:

Six Months Ended

Payroll and related expenses

SAFE & GREEN HOLDINGS

AND SUBSIDIARIES

Notes to Condensed Consolidated

Financial Statements (Unaudited)

Share-based Compensation (continued)

Stock-Based Option Awards

The Company has issued no stock-based

options during the three months ended March 31, 2025 or 2024.

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.

The following

table summarizes stock-based option activities and changes during the three months ended March 31, 2025 as described below:

The Company has issued no stock-based options during the six

months ended June 30, 2025 or 2024.

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.

The following table summarizes stock-based

option activities and changes during the six months ended June 30, 2025 as described below:

Shares Weighted

3 unchanged sentences

Outstanding – December 31, 2024 1,822 $ 496.00 $ 1,574.20 4.34 —

Outstanding – March 31, 2025 1,822 $ 496.00 $ 1,574.20 3.59 —

Outstanding – June 30, 2025 1,822 $ 496.00 $ 1,574.20 3.59 —

Exercisable – December 31, 2024 1,822 496.00 1,574.20 —

Exercisable – March 31, 2025 —

During the three

months ended March 31, 2025, a total of 80,000 of restricted stock units were granted to the board of directors the Company, under the

Company’s stock-based compensation plan at a fair value of $ 0.94 per share, which represents the closing price of the Company’s

common stock at the grant date.

Exercisable – June 30, 2025 —

Restricted Stock Units

During the six months ended June 30,

2025, a total of 80,000 of restricted stock units were granted to the board of directors the Company, under the Company’s stock-based

compensation plan at a fair value of $ 0.94 per share, which represents the closing price of the Company’s common stock at the grant

The restricted stock units granted vest over two years.

SAFE & GREEN HOLDINGS

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed

Consolidated Financial Statements (Unaudited)

Notes to Condensed Consolidated Financial Statements (Unaudited)

Share-based Compensation (continued)

31, 2025, there was $ 0 unrecognized compensation costs related to non-vested restricted stock units.

The following table summarized restricted

stock unit activities during the three months ended March 31, 2025:

As of June 30, 2025, there was $0 unrecognized

compensation costs related to non-vested restricted stock units.

The following table summarized restricted stock unit activities

during the three months ended June 30, 2025:

Non-vested balance at January 1, 2025

Forfeited/Expired

Non-vested balance at March 31, 2025

Non-vested balance at June 30, 2025

Commitments and Contingencies

94 unchanged sentences

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.

(“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

001R (“Schedule 1R”), which replaced the prior schedule in its entirety.

the Settlement included the following:

The terms of the Settlement included

the following:

(i) SG Environmental will be the signatory under the “Lessee” under the lease;

the initial term (the “Initial Term”) of Schedule 1R is 18 months;

(iii) the “Commencement Date”

of Schedule 1R is August 1, 2024;

(ii) the initial term (the “Initial

Term”) of Schedule 1R is 18 months;

(iii) the “Commencement Date” of Schedule 1R is August 1, 2024;

(iv) the original cost of the equipment subject to Schedule 1R is $ 1,556,163.00 ;

as there has been no default under the lease and Schedule 1R, 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

(vi) the “Monthly Lease Charge” under Schedule 1R is $ 65,880.95 , plus applicable taxes;

and (vii) SG Environmental

shall provide a new security deposit under Schedule 1R in the amount of $ 167,056.00 , which shall be paid on or before August 1,

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 1R.

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 1R and guaranty agreements.

The case remains ongoing as disputes have arisen post-Settlement between the Company and Farnam.

As of March 31, 2025, 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.

(v) so long as there has been no default under the

lease and Schedule 1R, 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 1R is $ 65,880.95 , plus applicable taxes;

and (vii) SG Environmental shall provide a new security deposit under Schedule 1R

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 1R.

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 1R and guaranty agreements.

The case remains ongoing as disputes have arisen post-Settlement

between the Company and Farnam.

As of March 31, 2025, 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.

SAFE & GREEN HOLDINGS CORP.

15 unchanged sentences

(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.

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.

(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 March 31, 2025, the case remains

As of March 31, 2025, the estimated potential loss to the Company is approximately $ 138,000 which is included in accounts

payable and accrued expenses.

As of March 31, 2025, the case remains pending.

As of March 31, 2025, the estimated potential loss to the Company is approximately $ 138,000 which is included in accounts payable

and accrued expenses.

(6) Durant Industrial Authority Litigation –

311 unchanged sentences

Related Party Transactions

As disclosed in Note 8, on December 14, 2023, the Company and

As disclosed in Note 8, on December

14, 2023, the Company and Mr.

Galvin entered into the Galvin Note Payable.

As of March 31, 2025, the Company has

As of June 30, 2025, the Company has

accrued approximately $ 450,000 for amounts due to Paul Galvin, the former CEO, for deferred salary due to him.

As disclosed in Note 8, in connection with the acquisition of NAHD,

the Company acquired Note J, L and M, which are due to related parties.

As of March 31, 2025, $ 3,416,574 is due to related parties, which are a result of the acquisition of NAHD.

shareholders and related parties paid operating expenses and outstanding bills on behalf of the Olenox, including vendor obligations and

setup-related costs.

These payments were made to support the Olenox’s early-stage operations and reflect the ongoing financial backing

from key stakeholders.

The amounts advanced by related parties are recorded as related party liabilities.

As disclosed in Note 8, in connection

with the acquisition of NAHD, the Company acquired Note J, L and M, which are due to related parties.

As of June 30, 2025, $ 3,474,727 is due

to related parties, which are a result of the acquisition of NAHD.

Certain shareholders and related parties paid operating expenses and

outstanding bills on behalf of the Olenox, including vendor obligations and setup-related costs.

These payments were made to support the

Olenox’s early-stage operations and reflect the ongoing financial backing from key stakeholders.

The amounts advanced by related

parties are recorded as related party liabilities.

Deconsolidation

29 unchanged sentences

Discontinued Operations

The financial results of SG DevCorp are presented as income

(loss) from discontinued operations.

The financial results of SG DevCorp

are presented as income (loss) from discontinued operations.

The following table represents the financial results of SG DevCorp:

The financial results of SG DevCorp are presented as income

(loss) from discontinued operations.

The financial results of SG DevCorp

are presented as income (loss) from discontinued operations.

The following table represents the financial results of SG DevCorp:

4 unchanged sentences

Operating loss

( 1,529,394 )

Other income (expense)

$ ( 1,952,335 )

The total income from discontinued

operations for the three months ended March 31, 2024, is comprised of the following:

The total income from discontinued operations for the three

months ended March 31, 2024, is comprised of the following:

Gain from Deconsolidation

1 unchanged sentence

( 1,952,335 )

Business Combination

Business Combinations

On February 2, 2025, the Company entered

17 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Unaudited)

Business Combination (continued)

The following table summarizes the

preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Merger:

Business Combinations (continued)

The following table summarizes the preliminary

allocation of the purchase price to the assets acquired and liabilities assumed for the Merger:

Cash and cash equivalents

13 unchanged sentences

$ ( 34,569,600 )

As of March 31, 2025, the Company has

of June 30, 2025, the Company has not completed its measurement period with respect to the acquisition.

The amounts above represent provisional

amounts recorded at this time and are subject to adjustments once the measurement period has ended.

On April 8, 2025 (the “Effective

Date”), the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with County Line Industrial

LLC (“County Line”) to acquire all of the assets and operating business of County Line (the “Assets”) for a purchase

price of $ 1,000,000 (the “Purchase Price”).

The acquisition of County Line’s business includes the acquisition of all

of County Line’s existing customers and business pipeline, and the hiring of County Line’s existing employees, and the hiring

of County Line’s sole member, Carter Fields.

Pursuant to the Asset Purchase Agreement, the

Company will pay the Purchase Price as follows:

a cash payment in the amount of $ 125,000 due on or before April 15, 2025, a cash payment

in the amount of $ 100,000 due on or before May 15, 2025;

a cash payment in the amount of $ 250,000 due on or before July 15, 2025;

a cash payment in the amount of $ 525,000 due on or before January 31, 2026.

The payments will bear no interest.

In addition to the Purchase

Price, the Company shall pay its current payable due to County Line, in the amount of $ 76,000 , on or before May 1, 2025.

County Line shall

pay all obligations of its three vehicles for an approximate total amount of $ 92,000 .

The Asset Purchase Agreement contains

customary representations and warranties for this type of transaction, including but not limited to, County Line shall deliver all of

the Assets free and clear of all liabilities, liens, loans, and encumbrances, and shall ensure that the Assets are in good working condition,

subject to normal wear and tear.

The Company shall not assume or be responsible for any of County Line’s liabilities, debts, obligations,

whether presently existing or arising thereafter.

County Line and its sole member have agreed to customary restrictive covenants including

non-competition, non-circumvention, and non-solicitation for a period of two years.

The following table summarizes the preliminary

allocation of the purchase price to the assets acquired and liabilities assumed in the Asset Purchase Agreement:

Property, plant and equipment

Total consideration

As of June 30, 2025, the Company has

not completed its measurement period with respect to the acquisition.

1 unchanged sentence

time and are subject to adjustments once the measurement period has ended.

Below is a proforma condensed consolidated statement of operations

for the three months ended March 31, 2025 and 2024, as if the Company purchased NAHD as of January 1, 2024.

Construction services

Subscription revenue

Cost of revenue:

Construction services

Gross profit (loss)

Operating expenses:

Payroll and related expenses

General and administrative expenses

Marketing and business development expense

Operating loss

( 1,935,178 )

( 1,629,036 )

Other expense:

Interest expense

Change in fair value of equity-based investments

( 3,112,803 )

Loss on disposition of equity-based investment

Interest income

( 4,154,596 )

Loss from continuing operations

( 2,861,149 )

( 5,783,632 )

Income from discontinued operations

$ ( 2,861,149 )

$ ( 3,098,954 )

SAFE & GREEN HOLDINGS CORP.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events

On April 8, 20205 (the

“Effective Date”), the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with

County Line Industrial LLC (“County Line”) to acquire all of the assets and operating business of County Line (the “Assets”)

for a purchase price of $ 1,000,000 (the “Purchase Price”).

The acquisition of County Line’s business includes the acquisition

of all of County Line’s existing customers and business pipeline, and the hiring of County Line’s existing employees, and

the hiring of County Line’s sole member, Carter Fields.

Pursuant to the Asset Purchase Agreement, the Company will pay the Purchase Price as follows:

a cash payment in the amount of $ 125,000 due on or before April 15, 2025, a cash payment in the amount of $ 100,000 due on or before May 15, 2025;

a cash payment in the amount of $ 250,000 due on or before July 15, 2025;

and a cash payment in the amount of $ 525,000 due on or before January 31, 2026.

The payments will bear no interest.

In addition to the Purchase Price, the Company shall pay its current payable due to County Line, in the amount of $ 76,000 , on or before May 1, 2025.

County Line shall pay all obligations of its three vehicles for an approximate total amount of $ 92,000 .

The Asset Purchase Agreement contains customary representations and warranties for this type of transaction, including but not limited to, County Line shall deliver all of the Assets free and clear of all liabilities, liens, loans, and encumbrances, and shall ensure that the Assets are in good working condition, subject to normal wear and tear.

The Company shall not assume or be responsible for any of County Line’s liabilities, debts, obligations, whether presently existing or arising thereafter.

County Line and its sole member have agreed to customary restrictive covenants including non-competition, non-circumvention, and non-solicitation for a period of two years.

On April 11, 2025 (the “Issue Date”), the Company executed

and issued a Promissory Note (“Note”) in favor of Generating Alpha Ltd.

(the “Lender”) in the aggregate principal

amount of $ 267,000 (the “Principal”), and an accompanying Securities Purchase Agreement (the “SPA”) and Registration

Rights Agreement (the “RRA”).

The Note was purchased by the Lender for a purchase price of $ 213,600 , representing an original issue discount of $ 53,400 .

The Note shall bear interest at a rate of fifteen percent ( 15 %) per annum, with the understanding that the first twelve months of interest under the Node (equal to $ 40,050 ), shall be guaranteed and earned in full as of the Issue Date.

Any amount of Principal or interest due under the Note which is not paid when due shall bear interest at eighteen percent ( 18 %) per annum (“Default Interest”).

The Company shall make monthly payments on the Note (each an “Amortization Payment”) in the amount of $ 30,705 , due and payable each month commencing on July 4, 2025, and ending on April 6, 2026.

The Company may accelerate the payment date of any Amortization Payment by giving notice to the Lender.

On April 14, 2025, the

Company consummated the previously announced private placement (the “Private Placement”) pursuant to a securities purchase

agreement (the “Purchase Agreement”) with institutional investors (the “Purchasers”) for the purchase and sale

of approximately $ 8 million of shares of the Company’s common stock (the “Common Stock”) and investor warrants at a

price of $ 0.392 per Common Unit.

The entire transaction was priced at the market under Nasdaq rules.

The offering consisted of the sale

of Common Units (or Pre-Funded Units), each consisting of (i) one (1) share of Common Stock or one (1) Pre-Funded Warrant, (ii) one (1)

Series A PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price of $ 0.784 (the “Series A

Warrant”) and (iii) one (1) Series B PIPE Common Warrant to purchase one (1) share of Common Stock per warrant at an exercise price

of $ 0.98 (the “Series B Warrant” and together with the Series A Warrant, the “Warrants”).

The initial exercise price of each Series A Warrant is $ 0.784 per share of Common Stock.

The Series A Warrants are exercisable following stockholder approval and expire five (5) years thereafter.

The number of securities issuable under the Series A Warrant is subject to adjustment as described in more detail in the Series A Warrant.

The initial exercise price of each Series B Warrant is $ 0.98 per share of Common Stock or pursuant to an alternative cashless exercise option.

The Series B Warrants are exercisable following stockholder approval and expire two and one-half (2.5) years thereafter.

The number of securities issuable under the Series B Warrant is subject to adjustment as described in the Series B Warrant.

SAFE & GREEN HOLDINGS CORP.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events (continued)

Pre-Funded Warrant is exercisable for one share of Common Stock for $ 0.0001 immediately upon issuance until all of the Pre-Funded Warrants

are exercised in full.

The number of Pre-Funded Warrant Shares are subject to adjustments for stock splits, recapitalizations, and reorganizations.

The shares of Common Stock, shares underlying the Series A Warrants and shares underlying the Series B Warrants are collectively referred

to as the “Securities”.

In connection with the Private Placement, the Company entered into a registration rights agreement with the Purchasers on April 14, 2025 (the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by April 30, 2025.

Pursuant to the terms of the letter of engagement with D.

Boral Capital LLC (the “Placement Agent”), the Company paid the Placement Agent a placement agent commission equal to 6.0 % of the aggregate gross proceeds from the offering, and an additional 1.0 % for non-accountable expenses.

In addition, the Company agreed to reimburse the placement agent for certain of out-of-pocket expenses, including for reasonable legal fees and disbursements for its counsel.

Additionally, pursuant to the Company’s letter of engagement with Aegis Capital Corp.

(“Aegis”), the Company has agreed to pay Aegis a commission equal to 5.0 % of the aggregate gross proceeds from the offering.

The Purchase Agreement contains customary representations and warranties, indemnification rights, agreements and obligations, conditions to closing and termination provisions.

The offering closed on April 14, 2025.

The net proceeds to the Company from the Offering were approximately $ 6.6 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company.

On May 13, 2025, the Company received a notification letter from the

Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), stating that based on its review of the Company’s

public filings with the Securities and Exchange Commission (the “SEC”), its staff has determined to delist the Company’s

securities pursuant to its discretionary authority under Listing Rule 5101.

Specifically, as set forth in the letter, Nasdaq’s staff

determined that the Company’s issuance of securities pursuant to the securities purchase agreement dated April 14, 2025, particularly

the Series B warrants exercisable on an alternate cashless basis as described in the Company’s prior SEC filings, raises public

interest concerns because the issuance resulted in substantial dilution for its shareholders.

Accordingly, as set forth in the letter,

this matter serves as an additional basis for delisting the Company’s securities from Nasdaq.

The letter served as a formal notification that the Nasdaq Hearings

Panel (the “Panel”) will consider this matter in rendering a determination regarding the Company’s continued listing

Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its upcoming

Panel hearing.

As of the date hereof, the Company has submitted an appeal of this determination prior to the appeal deadline of May 20, 2025, and will submit a compliance plan to the Panel in connection with same.

The Company also plans to apply for trading on the OTCQB market maintained by OTC Markets Group Inc.

to address the risk of delisting from Nasdaq in the event of an unfavorable Panel decision.

2025, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Sherman Oil Company LLC and

its affiliates (“Sherman Oil”), pursuant to which the Company will acquire approximately 1,600 acres of held-by-production

oil leases for oil wells located in Wichita County and Wilbarger County, Texas (the “Assets”) for a purchase price of $ 1,000,000

(the “Purchase Price”).

The purchase of the Assets includes Sherman Oil’s operational equipment of the oil wells.

the Asset Purchase Agreement, the Company will pay the Purchase Price as follows:

$ 250,000 in cash on the closing date, $ 250,000 in cash

within 90 days of the closing date, $ 250,000 in cash within 180 days of the closing date, and $ 250,000 in cash within 240 days of the

closing date.

Business Combinations (continued)

On May 28, 2025, the Company entered

into an asset purchase agreement (the “Second Asset Purchase Agreement”) with Sherman Oil Company LLC and its affiliates (“Sherman

Oil”), pursuant to which the Company will acquire approximately 1,600 acres of held-by-production oil leases for oil wells located

in Wichita County and Wilbarger County, Texas (the “Second Assets”) for a purchase price of $ 1,000,000 (the “Second

Purchase Price”).

The purchase of the Second Assets includes Sherman Oil’s operational equipment of the oil wells.

Pursuant to the Second Asset Purchase

Agreement, the Company will pay the Second Purchase Price as follows:

$ 250,000 in cash on the closing date, $ 250,000 in cash within 90

days of the closing date, $ 250,000 in cash within 180 days of the closing date, and $ 250,000 in cash within 240 days of the closing date.

The payments will bear no interest.

The Asset Purchase

Agreement contains customary representations, warranties, and covenants.

The Asset Purchase Agreement also contain conditions to the completion

The Second Asset Purchase Agreement

contains customary representations, warranties, and covenants.

The Second Asset Purchase 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

2 unchanged sentences

parties will satisfy all of the conditions to the merger.

2025 (the “Effective Date”), the Company, entered into a non-binding Letter of Intent (the “Letter of Intent”)

with Giant Group America, Inc.

(the “Seller”) to purchase one hundred percent ( 100 %) of the issued and outstanding securities

of Giant Containers Inc., a Delaware Corporation (“Giant”) for a purchase price of $ 3.5 million (the “Purchase Price”),

entitling the Company to full and complete ownership of Giant post-closing (the “Transaction”).

The following table summarizes the preliminary

allocation of the purchase price to the assets acquired and liabilities assumed in the Second Asset Purchase Agreement:

Oil and gas properties

Total consideration

As of June 30, 2025, the Company has

not completed its measurement period with respect to the acquisition.

The amounts above represent provisional amounts recorded at this

time and are subject to adjustments once the measurement period has ended.

The following unaudited pro forma consolidated

results of operations for the three months ended June 30, 2025 and 2024 assume the acquisitions of NAHD, County Line and Sherman Oil were

completed on January 1, 2024:

Pro-forma total revenues

Pro-forma net loss

$ ( 4,549,362 )

$ ( 4,505,436 )

The following unaudited pro forma consolidated

results of operations for the six months ended June 30, 2024 assume the acquisitions of NAHD, County Line and Sherman Oil were completed

on January 1, 2024:

Pro-forma total revenues

Pro-forma net loss

$ ( 7,117,796 )

$ ( 8,764,180 )

SAFE & GREEN HOLDINGS CORP.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Unaudited)

Subsequent Events (continued)

Price will be paid as follows:

$ 1.75 million to be paid in certified funds at closing, and $ 1.75 million to be paid via delivery of a

promissory note which shall accrue interest at a rate of 5 % per annum, and which shall be paid over a period of 24 months post-closing

in quarterly installments of interest and principal.

The Letter of Intent provides that the parties will make their best efforts to executive

the definitive documents within fifteen (15) days of the Effective Date, and to close the transaction on or before June 15, 2025.

On May 28, 2025, the Company received a court ordered award for approximately

$ 1.157 million to cover attorneys’ fees and costs associated with its litigation against EDI.

The order for attorneys’ fees and costs,

as well as the jury verdict for damages, remain subject to appeal.

2025 the Company entered into a Stock Purchase Agreement (the “ELOC Purchase Agreement”) with Generating Alpha Ltd., a Saint

Kitts and Nevis Company (the “Purchaser”), whereby the Company shall issue and sell to the Purchaser, subject to the terms

and conditions of the ELOC Purchase Agreement, 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”).

does not have a right to commence any sales of Common Stock to the ELOC 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 ELOC 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 May 8, 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 ELOC Purchaser.

of shares of Common Stock to the ELOC 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.

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 seven (7) trading days prior to the applicable closing date multiplied

2025 (the “Effective Date”), Olenox entered into a Promissory Note (the “Note”) in favor of Prosperity Bank (the

“Lender”) in the aggregate principal amount of $ 2,000,000 (the “Principal”).

The Note evidences a revolving Line

of Credit of Olenox with the Lender.

After all loan processing and origination fees of $ 15,002 , the Borrower received net loan proceeds

of $ 1,984,998 .

The Note is secured by the Company’s Certificate of Deposit held with the Lender with an approximate balance of $ 2,000,000

The Note shall

bear interest at a rate of five percent ( 5 %) per annum.

Interest shall be calculated based on a year of 360 days.

The Note shall be due

in full immediately upon Lender’s demand.

If no demand is made, Borrower will pay all outstanding principal and all accrued unpaid

interest on June 2, 2026.

In addition, the Borrower will pay regular monthly payments of all accrued interest due as of each payment date,

beginning July 2, 2025.

The Borrower may prepay all or a portion of the principal without penalty earlier than it is due.

is 10 days or more late, the Borrower will be charged a late charge 5.00 % of the unpaid portion of the regular payment.

The Lender reserves

a right of setoff in all of the Borrower’s accounts with the Lender (whether checking, savings, or some other account).

authorizes the Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and

all such accounts.

The Note provides for a commercial guaranty by Michael McLaren.

Among others,

the following shall constitute an event of default under the Note (each an “Event of Default”):

if the Borrower fails to make

any payment when due under the Note;

if the Borrower fails to comply with or to perform any other term, obligation, covenant, or condition

contained in the Note or any related documents;

any representation or statement made by the Borrower to the Lender is false or misleading

in any material respect;

a change in ownership of twenty-five percent ( 25 %) or more of the common stock of the Borrower;

or a material

adverse change in the Borrower’s financial condition.

Upon an Event of Default, the interest rate on the Note shall be 18.00 %.

The Note contains

covenants applicable to the Borrower pertaining to the line of credit, including, among others, that the Borrower agrees to:

books and records of its operations (the “Books and Records”) to the need for the line of credit;

permit the Lender or any

of the Lender’s representatives, inspect and/or copy the Books and Records;

and to provide the Lender any documentation requested

which support the reason for making any advance under the line of credit.

Further, the Note provides that the Borrower shall furnish from

time to time to the Lender, upon the Lender’s request, copies of balance sheets of the Borrower, and copies of statements of income

and cash flows of the Borrower.

2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq, stating that the Company has not

regained compliance with the Rule and Staff has determined that the Company is not eligible for a second 180 day period.

Specifically,

the Company has appealed a Staff Delist Determination of a public interest concern in connection with a securities purchase agreement

that the Company entered into in April 2025.1 Accordingly, this matter serves as an additional basis for delisting the Company’s

securities from The Nasdaq Stock Market.

formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering a determination regarding

the Company’s continued listing on The Nasdaq Capital Market.

Pursuant to Listing Rule 5810(d), the Company should present its

views with respect to this additional deficiency at its Panel hearing.

If the Company fails to address the aforementioned issue, the

Panel will consider the record as presented at the hearing and will make its determination based upon that information.

Subsequent Events

On July 8, 2025, the Company received a decision letter from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request for continued listing on the Nasdaq Capital Market.

The decision is conditioned on the Company maintaining full compliance with all continued listing requirements of the Nasdaq Capital Market by August 28, 2025.

On or before August 28, 2025, the Company must effect a reverse stock split and demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) by achieving a closing bid price of $ 1.00 or more per share for at least ten (10) consecutive business days.

On or before July 18, 205, the Company must publicly disclose that it has restructured the terms of its April 2025 offering to eliminate the Class B warrants and provide Nasdaq with confirmation that no shares underlying the Class B warrants were issued.

The Panel’s decision follows the Company’s hearing before the Panel on June 17, 2025, during which the Company presented a plan to regain compliance, including its intention to implement a reverse stock split and restructure certain previously issued warrants to mitigate dilution concerns.

The company intends to satisfy the conditions imposed by the Panel within the required timeframes.

However, there can be no assurance that the Company will be able to do so.

On July 17, 2025, the Company entered into an Exchange Agreement (the “ Exchange Agreement ”) by and among the Company and the Investors.

Pursuant to the Exchange Agreement, the parties intended to effect a voluntary security exchange transaction (the “ Transaction ”) whereby the Investors will exchange the Series A and Series B Warrants previously purchased in the April 14, 2025 private placement (the “April 2025 Private Placement”) for an aggregate of 60,000 shares of Series B Preferred Stock (the “ Exchange Shares ”), with the New Series B Convertible Preferred Stock’s rights and preferences being set forth on that certain certificate of designation (the “ Certificate of Designation ”) of the Company, filed with the State of Delaware on July 17, 2025, in substantially in the form set forth hereto as Exhibit 3.1 .

The Exchange Agreement contains other customary provisions including representations and warranties for the Company and the Investors, governing law, and notice.

The Certificate of Designation, the form of Exchange Agreement and the form of Registration Rights Agreement are filed as Exhibits 3.1, 10.1 and 10.2 to this Current Report on Form 8-K, respectively, and are incorporated herein by reference.

The above descriptions of the terms of the Exchange Agreement are not complete and are qualified in their entirety by reference to such exhibits.

In connection with the Transaction, the Company entered into a registration rights agreement with the Purchasers on July 17, 2025 (the “Registration Rights Agreement”), pursuant to which the Company is required to file a registration statement covering the resale of the Securities by July 28, 2025

On July 28, 2025 (the “Effective Date”), the Company, entered into a non-binding Letter of Intent (the “Letter of Intent”) with Rock Springs Energy Group, LLC (the “Seller”) to purchase one hundred percent ( 100 %) of the equity securities of Rock Springs for a estimated purchase price of $ 35 million with the final amount subject to confirmation through the due diligence process (the “Purchase Price”), entitling the Company to full and complete ownership of Rock Springs’ mothballed, incomplete oil refinery located at Rock Springs, Wyoming (the “Transaction”).

The Transaction will be subject to the execution of a mutually acceptable definitive purchase agreement, including standard representations, warranties, and indemnities.

The Letter of Intent does not constitute a binding commitment to purchase or sell, except for the provisions regarding due diligence, exclusivity and confidentiality.

The Purchase Price will be finally determined

based on due diligence findings, market conditions, and mutual agreement between the Company and Rock Springs.

The Letter of Intent provides

for a due diligence period of 60 days from the execution of the Letter of Intent.

The Company reserves the right to terminate the Letter

of Intent without liability if due diligence findings are unsatisfactory.

On July 1, 2025, 1800 Diagonal converted the outstanding

balance on the 1800 Diagonal Note.

The conversion resulted in the issuance of 86,615 shares of common stock to 1800 Diagonal.

On July 1, 2025, the Company issued 234,243 restricted

shares of common stock of the Company to CSHQA, Inc.

(“CSHQA”) per the terms of the settlement agreement dated June 21, 2024.

On July 1, 2025, the Company issued 22,817 restricted

shares of common stock of the Company to Stephen Rossiter as settlement of an outstanding commission owed to Mr.

Commencing on July 31, 2025, and ending on August

8, 2025, the Company received exercises notices for the pre-funded warrants issued to institutional investors (the “Investors”)

pursuant to the private placement consummated by the Company on April 14, 2025 (the “April PIPE”).

The Investors exercised

a total of 17,904,120 pre-funded warrants and were correspondingly issued 17,904,120 shares of common stock of the Company.

9, 2025, there are no pre-funded warrants issued pursuant to the April PIPE that remain outstanding.

On August 6, 2025, 1800 Diagonal converted the outstanding balance

of the Diagonal January 2025 Note.

The conversion resulted in the issuance of 551,040 shares of common stock of the Company to 1800 Diagonal.

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 1. Financial Statements