What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-14 compared with 2025-06-13 · 242 added, 186 removed, 507 unchanged (46% of the section changed)

2 unchanged sentences

Introduction and Certain Cautionary Statements

As used in this Quarterly Report on Form 10-Q for the period ended

March 31, 2025 (this “Quarterly Report on Form 10-Q”), unless the context requires otherwise, references to the “Company,”

“we,” “us,” and “our” refer to Safe & Green Holdings Corp.

and its subsidiaries.

The following

discussion and analysis of the financial condition and results of our operations should be read in conjunction with our unaudited condensed

consolidated financial statements and related notes and schedules included elsewhere in this Quarterly Report on Form 10-Q and with our

audited condensed consolidated financial statements and notes for the year ended December 31, 2024, which were included in our Annual

Report on Form 10-K for the year then ended December 31, 2024, as filed with the Securities and Exchange Commission (the “SEC”)

on March 31, 2025 (the “2024 Form 10-K”).

This discussion, particularly information with respect to our future operations,

includes forward-looking statements that involve risks and uncertainties as described under the heading “Special note regarding

forward-looking statements” in this Quarterly Report on Form10-Q.

You should review the disclosure under the heading “Risk

Factors” in the 2024 Form 10-K and in this Quarterly Report on Form 10-Q for a discussion for important factors that could cause

our actual results to differ materially from those anticipated in these forward-looking statements.

As used in this Quarterly Report on Form 10-Q

for the period ended March 31, 2025 (this “Quarterly Report on Form 10-Q”), unless the context requires otherwise, references

to the “Company,” “we,” “us,” and “our” refer to Safe & Green Holdings Corp.

subsidiaries.

The following discussion and analysis of the financial condition and results of our operations should be read in conjunction

with our unaudited condensed consolidated financial statements and related notes and schedules included elsewhere in this Quarterly Report

on Form 10-Q and with our audited condensed consolidated financial statements and notes for the year ended December 31, 2024, which were

included in our Annual Report on Form 10-K for the year then ended December 31, 2024, as filed with the Securities and Exchange Commission

(the “SEC”) on March 31, 2025 (the “2024 Form 10-K”).

This discussion, particularly information with respect to

our future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special

note regarding forward-looking statements” in this Quarterly Report on Form10-Q.

You should review the disclosure under the heading

“Risk Factors” in the 2024 Form 10-K and in this Quarterly Report on Form 10-Q for a discussion for important factors that

could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Special note regarding forward-looking statements

81 unchanged sentences

We operate in the following four segments:

(i) construction;

construction;

(ii) medical;

1 unchanged sentence

and (iv) environmental.

The construction segment designs and constructs modular structures built in our factories using

raw materials that are Made-in-America.

In the medical segment we use our modular technology to offer turnkey solutions to medical testing

and treatment and generating revenue from medical testing..

The environmental segment, the newest segment, is a sustainable medical and

waste management solution that has a patented technology to collect waste and treat waste for safe disposal.

The construction segment designs and constructs modular structures

built in our factories using raw materials that are Made-in-America.

In the medical segment we use our modular technology to offer turnkey

solutions to medical testing and treatment and generating revenue from medical testing..

The environmental segment, the newest segment,

is a sustainable medical and waste management solution that has a patented technology to collect waste and treat waste for safe disposal.

We are a provider of modular facilities (“Modules”).

23 unchanged sentences

risk to the public health than residential household waste.

In connection with our acquisition

of NAHD we now operate in the oil and gas industry.

In connection with our acquisition of NAHD we

now operate in the oil and gas industry.

During 2024, NAHD acquired Olenox Corp.

(“Olenox”), a Wyoming corporation.

Olenox is an advanced energy company with three vertically integrated business units:

Oil & Gas Production, Energy Services, and Energy

Technologies.

The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging proprietary plasma pulse

and ultrasonic cleaning tools to enhance production efficiency while reducing environmental impact.

Olenox’s strategic focus on

distressed oil and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for

long-term success in the energy sector.

is an advanced energy company with three vertically integrated business units:

Oil & Gas Production, Energy Services, and Energy Technologies.

The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging proprietary plasma pulse and ultrasonic

cleaning tools to enhance production efficiency while reducing environmental impact.

Olenox’s strategic focus on distressed oil

and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success

in the energy sector.

Additionally, during 2024, NAHD acquired Machfu, Inc.

(“Machfu”), a Delware corporation.

Olenox is an advanced energy company with three vertically integrated business units:

Oil & Gas Production, Energy Services, and Energy

Technologies.

The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging proprietary plasma pulse

and ultrasonic cleaning tools to enhance production efficiency while reducing environmental impact.

Olenox’s strategic focus on

distressed oil and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for

long-term success in the energy sector.

advanced energy company with three vertically integrated business units:

Oil & Gas Production, Energy Services, and Energy Technologies.

The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging proprietary plasma pulse and ultrasonic

cleaning tools to enhance production efficiency while reducing environmental impact.

Olenox’s strategic focus on distressed oil

and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success

in the energy sector.

Recent Developments

On January 22, 2025, SG Building entered

into a Cash Advance Agreement (the “Core Cash Advance Agreement”) with Core Funding Source LLC (“Core”) pursuant

to which SG Building sold to Pawn $104,930 of its future receivables for a purchase price of $70,000, less underwriting fees and expenses

On January 22, 2025, SG Building entered into

a Cash Advance Agreement (the “Core Cash Advance Agreement”) with Core Funding Source LLC (“Core”) pursuant to

which SG Building sold to Pawn $104,930 of its future receivables for a purchase price of $70,000, less underwriting fees and expenses

paid, for net funds provided of $63,000.

3 unchanged sentences

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

On January 22, 2025, the Company issued

a promissory note (the “January 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $143,750

for a purchase price of $125,000, representing an original issue discount of $18,750.

On January 22, 2025, the Company issued a promissory

note (the “January 1800 Diagonal Note”) in favor of 1800 Diagonal in the principal amount of $143,750 for a

purchase price of $125,000, representing an original issue discount of $18,750.

A one-time interest charge of twelve percent

8 unchanged sentences

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

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”).

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

118 unchanged sentences

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

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

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

40 unchanged sentences

Nasdaq Compliance

On May 13, 2025, Safe

& Green Holdings Corp.

(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 serves 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 on Nasdaq.

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

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

Additionally, as previously

disclosed, on December 12, 2024, the Nasdaq Staff (the “Staff”) had notified the Company that its bid price of its common

stock (the “Common Stock”) had closed at less than $1 per share over the previous 30 consecutive business days, and, as a

result, did not comply with Nasdaq Listing Rule 5550(a)(2), In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180

calendar days, or until June 10, 2025, to regain compliance with the Nasdaq Listing Rules, as set forth above.

As of June 10, 2025, the

Company has not regained compliance with the Nasdaq Listing Rules, and the Staff has determined that the Company is not eligible for a

second 180 day period.

The Nasdaq hearing panel

has notified the Company that it will also consider this matter, along with the public interest concern matter, in rendering a determination

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

The Company’s hearing

to address these matters with the Nasdaq hearing panel is scheduled for June 17, 2025.

On June 11, 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.

This was a 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.

On May 13, 2025, Safe& Green Holdings Corp.

(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 serves 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 on Nasdaq.

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

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.

Additionally, as previously disclosed, on December

12, 2024, the Nasdaq Staff (the “Staff”) had notified the Company that its bid price of its common stock (the “Common

Stock”) had closed at less than $1 per share over the previous 30 consecutive business days, and, as a result, did not comply with

Nasdaq Listing Rule 5550(a)(2), In accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until June

10, 2025, to regain compliance with the Nasdaq Listing Rules, as set forth above.

As of June 10, 2025, the Company has not regained compliance

with the Nasdaq Listing Rules, and the Staff has determined that the Company is not eligible for a second 180 day period.

The Nasdaq hearing panel has notified the Company

that it will also consider this matter, along with the public interest concern matter, in rendering a determination regarding the Company’s

continued listing on the Nasdaq Capital Market.

The Company’s hearing to address these matters

with the Nasdaq hearing panel is scheduled for June 17, 2025.

On June 11, 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.

This was a 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.

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.

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.

Results of Operations

Three Months Ended March 31, 2025 and 2024:

Six Months Ended June 30, 2025 and 2024:

For the Six Months

Total revenue

5 unchanged sentences

Total loss before income tax

(10,159,560 )

Common stock deemed dividend

3 unchanged sentences

$ (9,113,031 )

During the three months ended March 31, 2025,

we derived revenue primarily from our construction segment.

Total revenue for the three months ended March 31, 2025 was $566,354 compared

to $968,115 for the three months ended March 31, 2024.

During the six months ended June 30, 2025, we

derived revenue primarily from our construction segment.

Total revenue for the six months ended June 30, 2025 was $1,287,705 compared

to $2,179,369 for the six months ended June 30, 2024.

This decrease of $891,664, or approximately 43%, was mainly driven by a decrease

1 unchanged sentence

Cost of Revenue and Gross Profit

Cost of revenue was $2,605,928 for the six months

ended June 30, 2025, compared to $1,739,232 for the six months ended June 30, 2024.

The increase of $866,696, or an increase of approximately

50%, is primarily related to losses on construction jobs recognized during the six months ended June 30, 2025.

Gross loss was $(1,318,223) and $(440,137) for the six months

ended June 30, 2025 and 2024, respectively.

Gross profit (loss) margin percentage decreased

to (57)% for the six months ended June 30, 2025 compared to 33% for the six months ended June 30, 2024 primarily due to increased losses

on construction jobs recognized during the six months ended June 30, 2025.

Operating Expenses

Payroll and related expenses for the six months

ended June 30, 2025 were $1,293,532 compared to $2,386,066 for the six months ended June 30, 2024.

This decrease was primarily caused

by a decrease in the vesting of restricted stock units during the six months ended June 30, 2025 as compared to the prior year

Other operating expenses (general and administrative

expenses and marketing and business development expenses) for the six months ended June 30, 2025 were $2,908,007 compared to $1,475,688

for the six months ended June 30, 2024.

This increase was due to an overall increase in operating expenses spend during the six

months ended June 30, 2025.

Other Income (Expense)

There was $49,873 of other income for the six

months ended June 30, 2025, and $183,982 for the six months ended June, 2024.

Interest expense for the six months ended June 30,

2025 and 2024 was $1,539,089 and $1,540,270, respectively..

There was a change in fair value of equity-based investments of $0 and

$5,210,625 recognized for the six months ended June 30, 2025 and 2024, respectively.

Additionally, there was $180,600 loss on sales of

equity investments recognized during the six months ended June 30, 2024.

Three Months Ended June 30, 2025 and 2024:

For the Three Months

Total revenue

Total cost of revenue

Total payroll and related expenses

Total other operating expenses

Total operating loss

Total other expense

Total loss before income tax

Net loss attributable to common stockholders

$ (4,573,870 )

$ (4,677,000 )

During the three months ended June 30, 2025, we

derived revenue primarily from our construction segment.

Total revenue for the three months ended June 30, 2025 was $721,351 compared

to $1,211,254 for the three months ended June 30, 2024.

This decrease of $489,903, or approximately 43%, was mainly driven by a decrease

in construction services due to less jobs in progress.

Cost of Revenue and Gross Profit

Cost of revenue was $1,715,819 for the three months

ended March 31, 2025, compared to $644,983 for the three months ended March 31, 2024.

ended June 30, 2025, compared to $1,094,249 for the three months ended June 30, 2024.

The increase of $621,570, or a increase of

approximately 38%, is primarily related to the recognition of a reversal of construction losses on construction services during the three

months ended March 31, 2024.

approximately 50%, is primarily related to losses on construction jobs recognized during the six months ended June 30, 2025.

Gross profit (loss) was $(994,468) and $117,005 for the three

months ended March 31, 2025 and 2024, respectively.

months ended June 30, 2025 and 2024, respectively.

Gross profit (loss) margin percentage decreased

to (57)% for the three months ended March 31, 2025 compared to 33% for the three months ended March 31, 2024 primarily due to increased

losses on construction jobs recognized during the three months ended March 31, 2025.

to (57)% for the three months ended June 30, 2025 compared to 33% for the three months ended June 30, 2024 primarily due to increased

losses on construction jobs recognized during the three months ended June 30, 2025.

Operating Expenses

Payroll and related expenses for the three months

ended March 31, 2025 were $555,738 compared to $1,251,982 for the three months ended March 31, 2024.

This decrease was primarily

caused by a decrease in the vesting of restricted stock units during the three months ended March 31, 2025 as compared to the

prior year period.

ended June 30, 2025 were $737,794 compared to $1,134,084 for the three months ended June 30, 2024.

This decrease was primarily caused

by a decrease in the vesting of restricted stock units during the three months ended June 30, 2025 as compared to the prior

Other operating expenses (general and administrative

expenses and marketing and business development expenses) for the three months ended March 31, 2025 were $952,489 compared to $601,733

for the three months ended March 31, 2024.

expenses and marketing and business development expenses) for the three months ended June 30, 2025 were $1,955,518 compared to $873,955

for the three months ended June 30, 2024.

This increase was due to an overall increase in operating expenses spend during the three

months ended March 31, 2025.

months ended June 30, 2025.

Other Income (Expense)

There was $9,570 of interest income for the three

months ended March 31, 2024 and $48,617 of other income for the three months ended March 31, 2024, of which there were no amounts recognized

for the three months ended March 31, 2025.

Interest expense for the three months ended March 31, 2025 and 2024 was $603,126 and $716,671,

respectively.

The increase in interest expense resulted from an increase in notes payable balances during the three months ended

March 31, 2025.

There was a change in fair value of equity-based investments of $311,560 and $3,112,803 recognized for the three

months ended March 31, 2025 and 2024, respectively.

Additionally, there was $180,600 loss on sales of equity investments recognized during

the three months ended March 31, 2024.

There was $49,873 of other income for the three

months ended June 30, 2025, and $135,365 recognized for the three months ended June 30, 2024.

Interest expense for the three months

ended June 30, 2025 and 2024 was $935,963 and $823,509, respectively.

The increase in interest expense resulted from an increase in notes

payable balances during the three months ended June 30, 2025.

There was a change in fair value of equity-based investments of

$0 and $2,097,822 recognized for the three months ended June 30, 2025 and 2024, respectively.

Income Tax Provision

5 unchanged sentences

the Company’s revenue and income (loss) from continuing operations.

Our operations for the three months ended March 31, 2025 and 2024 may not be indicative of our future operations.

Our operations for the six months ended June 30, 2025 and 2024 may not be indicative of our future operations.

Liquidity and Capital Resources

As of March 31, 2025 and December 31, 2024,

As of June 30, 2025 and December 31, 2024,

we had an aggregate of $2,767,210 and $375,873, respectively, of cash and cash equivalents and short-term investments.

13 unchanged sentences

We continue to generate losses from operations.

As of March 31, 2025, our stockholders’ equity was $21,076,387 compared to $(12,460,308) as of December 31, 2024, and we had an

accumulated deficit of $101,278,751, compared to $98,532,083 as of December 31, 2024.

Our net loss attributable to our common stockholders

for the three months ended March 31, 2025 was $2,746,668 and net cash used in operating activities was $1,308,920.

As of June 30, 2025, our stockholders’ equity was $23,739,021 compared to $(12,460,308) as of December 31, 2024, and we had an accumulated

deficit of $105,852,621, compared to $98,532,083 as of December 31, 2024.

Our net loss attributable to our common stockholders for the

six months ended June 30, 2025 was $7,320,538 and net cash used in operating activities was $3,179,546.

We will need to generate additional revenues or

7 unchanged sentences

Cash Flow Summary

Three Months Ended

Six Months Ended

Net cash provided by (used in):

5 unchanged sentences

Net increase (decreased) in cash and cash equivalents

Operating activities used net cash of $1,308,920 during the three

months ended March 31, 2025, and used net cash of $4,434,361 during the three months ended March 31, 2024.

Generally, our net operating

cash flows fluctuate primarily based on changes in our profitability and working capital.

Cash used in operating activities decreased

by approximately $3,124,551.

Investing activities used net

cash of $182,663 during the three months ended March 31, 2025, and $304,426 net cash during the three months ended

March 31, 2024 a decrease in cash used of $121,763.

This amount resulted from $73,228 in purchases of property and equipment,

$186,000 used for equity-based investment and $77,013 cash received in business combination.

Financing activities provided

net cash of $ 1,346,219 during the three months ended March 31, 2025 .

Financing activities provided $ 5,388,824 net cash during the three months ended March

This amount resulted from $335,373 in repayments of short-term notes payable, proceeds

of $1,681,592 from the issuances of short-term notes payable.

Operating activities used net cash of $3,179,546

during the six months ended June 30, 2025, and used net cash of $6,001,442 during the six months ended June 30, 2024.

Generally, our net

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

Cash used in operating activities

decreased by approximately $2,821,895.

Investing activities used net cash of $2,473,834 during the

six months ended June 30, 2025, and $265,669 net cash during the six months ended June 30, 2024 an increase in cash used

of $2,208,165.

This amount resulted from $1,364,847 in purchases of property and equipment, $186,000 used for equity-based investment,

$1,000,000 paid for a business acquisition and $77,013 cash received in business combination.

Financing activities provided net cash of $8,044,717

and $7,245,44 during the six months ended June 30, 2025 and 2024, respectively.

This amount resulted from $6,635,294 from the

issuance of common stock, $1,634,809 in repayments of short-term notes payable, and proceeds of $3,044,232 from the issuances

of short-term notes payable.

There can be no assurance that our customers will

2 unchanged sentences

Off-Balance Sheet Arrangements

As of March 31, 2025 and December 31, 2024, we had

As of June 30, 2025 and December 31, 2024, we had

no material off-balance sheet arrangements to which we are a party.

11 unchanged sentences

Accordingly, we have no liabilities recorded

for these provisions as of March 31, 2025.

for these provisions as of June 30, 2025.

Critical Accounting Estimates

64 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

certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous

guidance (i.e.

On certain contracts, the Company applies recognition

of revenue over time, which is similar to the method the Company applied under previous guidance (i.e.

percentage of completion).

Due to uncertainties inherent in the estimation process, it is possible that estimates of costs

to complete a performance obligation will be revised in the near-term.

For those performance obligations for which revenue is recognized

using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance

obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made.

When the current

estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance

obligation is made in the period in which the loss becomes evident.

to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will

be revised in the near-term.

For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes

in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative

catch-up basis in the period in which the revisions to the estimates are made.

When the current estimate of total costs for a performance

obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period

in which the loss becomes evident.

Goodwill – The Company performs

7 unchanged sentences

There were no impairments during the

three months ended March 31, 2025 or 2024.

six months ended June 30, 2025 or 2024.

Intangible assets – Intangible

1 unchanged sentence

over 7 years.

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

The amortization expense for the six months ended June 30, 2025 and 2024 was $62,076 and $6,834, respectively.

The accumulated

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

amortization as of June 30, 2025 and December 31, 2024 was $70,227 and $63,392, respectively.

New Accounting Pronouncements

22 unchanged sentences

of operations.

Our measurements of EBITDA and Adjusted

EBITDA may not be comparable to similar titled measures reported by other companies.

Other companies, including other companies in

our industry, may not use such measures or may calculate one or more of the measures differently than as presented in this Quarterly

Report on Form 10-Q, limiting their usefulness as a comparative measure.

EBITDA and Adjusted EBITDA are not measurements of

financial performance under GAAP and should not be considered as an alternative to net income (loss) attributable to common

stockholders, or any other measures of financial performance derived in accordance with GAAP.

We do not consider these non-GAAP

measures to be substitutes for or superior to the information provided by our GAAP financial results.

The non-GAAP information

should be read in conjunction with our consolidated financial statements and related notes.

Our measurements of EBITDA and Adjusted EBITDA

may not be comparable to similar titled measures reported by other companies.

Other companies, including other companies in our industry,

may not use such measures or may calculate one or more of the measures differently than as presented in this Quarterly Report on Form

10-Q, limiting their usefulness as a comparative measure.

EBITDA and Adjusted EBITDA are not measurements of financial performance under

GAAP and should not be considered as an alternative to net income (loss) attributable to common stockholders, or any other measures of

financial performance derived in accordance with GAAP.

We do not consider these non-GAAP measures to be substitutes for or superior to

the information provided by our GAAP financial results.

The non-GAAP information should be read in conjunction with our consolidated financial

statements and related notes.

These measures also should not be construed as

6 unchanged sentences

Three Months Ended

Six Months Ended

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

1 unchanged sentence

$ (4,677,000 )

$ (7,320,538 )

Addback interest expense

11 unchanged sentences

$ (3,459,469 )

Quantitative and Qualitative Disclosures About Market Risk

$ (4,822,912 )

Quantitative and Qualitative Disclosures

About Market Risk

Not required.

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 2. Management’s Discussion and Analysis