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Item 2. Management’s Discussion and Analysis

2026-07-31 compared with 2025-11-14 · 128 added, 745 removed, 38 unchanged (96% of the section changed)

MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Introduction and Certain Cautionary Statements

As used in this Quarterly Report on Form 10-Q

for the period ended September 30, 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.

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, 2026 (this “Quarterly Report on Form 10-Q”), unless the context requires otherwise, references to the “Company,” “we,” “us,” and “our” refer to Olenox Industries Inc.

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 consolidated financial statements and notes for the year ended December 31, 2025, which were included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on June 30, 2026 (the “2025 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 Form 10-Q.

You should review the disclosure under the heading “Risk Factors” in the 2025 Form 10-K and in this Quarterly Report on Form 10-Q for a discussion of 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

This Quarterly Report on Form 10-Q contains forward-looking

statements that involve risks and uncertainties.

Our actual results could differ materially from those discussed in the forward-looking

The statements contained in this report that are not purely historical are forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange

Act of 1934, as amended (the “Exchange Act”).

Statements contained in this Quarterly Report on Form 10-Q may use forward-looking

terminology, such as “anticipates,” “believes,” “could,” “would,” “estimates,”

“may,” “might,” “plan,” “expect,” “intend,” “should,” “will,”

or other variations on these terms or their negatives.

All statements other than statements of historical facts are statements that could

potentially be forward-looking.

The Company cautions that forward-looking statements involve risks and uncertainties and actual results

could differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular

objective, projection, estimate or prediction is realized.

Factors that could cause or contribute to such differences include, but are

not limited to:

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties.

Our actual results could differ materially from those discussed in the forward-looking statements.

The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Statements contained in this Quarterly Report on Form 10-Q may use forward-looking terminology, such as “anticipates,” “believes,” “could,” “would,” “estimates,” “may,” “might,” “plan,” “expect,” “intend,” “should,” “will,” or other variations on these terms or their negatives.

All statements other than statements of historical facts are statements that could potentially be forward-looking.

The Company cautions that forward-looking statements involve risks and uncertainties and actual results could differ materially from those expressed or implied in these forward-looking statements or could affect the extent to which a particular objective, projection, estimate or prediction is realized.

Factors that could cause or contribute to such differences include, but are not limited to:

our ability to continue as a going concern;

our ability to obtain additional financing on acceptable terms, if at all,

or to obtain additional capital in other ways ;

general economic, political and financial conditions, including inflation, both in the

United States and internationally;

our ability to obtain additional financing on acceptable terms, if at all, or to obtain additional capital in other ways ;

general economic, political and financial conditions, including inflation, both in the United States and internationally;

our ability to increase sales, generate income, effectively manage our growth and realize our backlog;

competition in the markets in which we operate, including the consolidation of our industry, our ability to expand into and compete in

new geographic markets and our ability to compete by protecting our proprietary manufacturing process;

a disruption or cybersecurity

breach in our or third-party suppliers’ information technology systems;

our ability to adapt our products and services to industry

standards and consumer preferences and obtain general market acceptance of our products;

product shortages and the availability of raw

materials, and potential loss of relationships with key vendors, suppliers or subcontractors;

the seasonality of the construction industry

in general, and the commercial and residential construction markets in particular;

a disruption or limited availability with our third

party transportation vendors;

competition in the markets in which we operate, including the consolidation of our industry, our ability to expand into and compete in new geographic markets and our ability to compete by protecting our proprietary manufacturing process;

a disruption or cybersecurity breach in our or third-party suppliers’ information technology systems;

our ability to adapt our products and services to industry standards and consumer preferences and obtain general market acceptance of our products;

product shortages and the availability of raw materials, and potential loss of relationships with key vendors, suppliers or subcontractors;

the seasonality of the construction industry in general, and the commercial and residential construction markets in particular;

a disruption or limited availability with our third party transportation vendors;

the loss or potential loss of any significant customers;

exposure to product liability, including the possibility

that our liability for estimated warranties may be inadequate, and various other claims and litigation;

our ability to attract and retain

key employees;

exposure to product liability, including the possibility that our liability for estimated warranties may be inadequate, and various other claims and litigation;

our ability to attract and retain key employees;

our ability to attract private investment for sales of product;

the credit risk from our customers and our customers’

ability to obtaining third-party financing if and as needed;

the credit risk from our customers and our customers’ ability to obtaining third-party financing if and as needed;

an impairment of goodwill;

the impact of federal, state and local regulations,

including changes to international trade and tariff policies, and the impact of any failure of any person acting on our behalf to comply

with applicable regulations and guidelines;

the impact of federal, state and local regulations, including changes to international trade and tariff policies, and the impact of any failure of any person acting on our behalf to comply with applicable regulations and guidelines;

costs incurred relating to current and future legal proceedings or investigations;

of compliance with environmental, health and safety laws and other local building regulations;

our ability to utilize our net operating

loss carryforwards and the impact of changes in the United States’ tax rules and regulations;

dangers inherent in our operations,

such as natural or man-made disruptions to our facilities and project sites and other restrictions on business and commercial activity

and the adequacy of our insurance coverage;

the cost of compliance with environmental, health and safety laws and other local building regulations;

our ability to utilize our net operating loss carryforwards and the impact of changes in the United States’ tax rules and regulations;

dangers inherent in our operations, such as natural or man-made disruptions to our facilities and project sites and other restrictions on business and commercial activity and the adequacy of our insurance coverage;

our ability to comply with the requirements of being a public company;

fluctuations in the

price of our common stock, including decreases in price due to sales of significant amounts of stock;

potential dilution of the ownership

of our current stockholders due to, among other things, public offerings or private placements by the Company or issuances upon the exercise

of outstanding options or warrants and the vesting of restricted stock units;

the ability of our principal stockholders, management and

directors to potentially exert control due to their ownership interest;

fluctuations in the price of our common stock, including decreases in price due to sales of significant amounts of stock;

potential dilution of the ownership of our current stockholders due to, among other things, public offerings or private placements by the Company or issuances upon the exercise of outstanding options or warrants and the vesting of restricted stock units;

the ability of our principal stockholders, management and directors to potentially exert control due to their ownership interest;

any ability to pay dividends in the future;

potential negative

reports by securities or industry analysts regarding our business or the construction industry in general;

Delaware law provisions discouraging,

delaying or preventing a merger or acquisition at a premium price;

our ability to remain listed on the Nasdaq Capital Market and the

possibility that our stock will be subject to penny stock rules;

our classification as a smaller reporting company resulting in, among

other things, a potential reduction in active trading of our common stock or increased volatility in our stock price;

and any factors

discussed in “Part II - Item 1A.

Risk Factors” to this Quarterly Report on Form 10-Q as well as “Part I – Item

potential negative reports by securities or industry analysts regarding our business or the construction industry in general;

Delaware law provisions discouraging, delaying or preventing a merger or acquisition at a premium price;

our ability to remain listed on the Nasdaq Capital Market and the possibility that our stock will be subject to penny stock rules;

our classification as a smaller reporting company resulting in, among other things, a potential reduction in active trading of our common stock or increased volatility in our stock price;

and any factors discussed in “Part II - Item 1A.

Risk Factors” to this Quarterly Report on Form 10-Q as well as “Part I - Item 1A.

Risk Factors” in our 2025 Form 10-K, and other filings with the SEC.

In addition, certain information presented below is based

on unaudited financial information.

There can be no assurance that there will be no changes to this information once audited financial

information is available.

In addition, certain information presented below is based on unaudited financial information.

There can be no assurance that there will be no changes to this information once audited financial information is available.

As a result, readers are cautioned not to place undue reliance on forward-looking statements.

Forward-looking

statements speak only as of the date of this report.

The Company will not undertake to update any forward-looking statement herein or

that may be made from time to time on behalf of the Company.

We operate in the following four segments:

construction;

(ii) medical;

(iii) oil and gas;

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.

We are a provider of modular facilities

We currently provide Modules made out of both code-engineered cargo shipping containers and wood for use as

both permanent or temporary structures for residential housing use and commercial use, including for health care facilities.

to the COVID-19 pandemic, the Modules we supplied were primarily for retail, restaurant and military use and were manufactured by

third party suppliers using our proprietary technology and design and engineering expertise, which

modifies code-engineered cargo shipping containers and purpose-built modules for use for safe and sustainable commercial,

industrial and residential building.

Since our acquisition in September 2020 of Echo DCL, LLC (“Echo”), one of our key

supply chain providers, we now have more control over the manufacturing process and have increased our product offerings to add

Modules made out of wood.

In March 2020, in response to the COVID-19 pandemic we began increasing our focus on providing our Modules

as health care facilities for deployable medical response solutions.

In February 2023, we entered into an agreement with The Peoples

Health Care, in Glendale, California, working in conjunction with Teamsters Local 848, to deliver four Modules to provide medical

services to union members.

In March 2023, we formed Safe & Green Medical Corporation to focus on our medical segment with

an objective to establish a national presence with various clinics and labs that cater to the specific needs of local communities.

During 2021, through our subsidiary, Safe and Green Development Corporation.

(“SG DevCorp”), we also began to focus on

acquiring property to build multi-family housing communities that allows us to utilize the manufacturing services of Echo.

Environmental Solutions Corp.

(“SG Environmental”), formed in Delaware is focused on biomedical waste removal and will

utilize a patented technology that it licenses to shred and disinfect biomedical waste, rendering the waste disinfected,

unrecognizable, and of no greater risk to the public health than residential household waste.

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.

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’ 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 Delaware corporation.

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’ 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.

Forward-looking statements speak only as of the date of this report.

The Company will not undertake to update any forward-looking statement herein or that may be made from time to time on behalf of the Company.

We are a vertically integrated energy company operating across multiple business lines, including oil and gas, energy services, and energy technologies.

We are focused on acquiring, optimizing, and scaling energy-related infrastructure and operating assets across key U.S.

We operate in the following three segments:

(i) construction;

(ii) oil and gas;

and (iii) SaaS.

The construction segment creates purpose built, prefabricated modules from wood, steel, and shipping containers, through our manufacturing unit SG Echo and other module projects.

The oil and gas segment reflects the operations of Olenox Corp., which specializes in acquiring and revitalizing underdeveloped energy assets in Texas, Oklahoma, and Kansas, leveraging proprietary plasma pulse and ultrasonic cleaning tools to enhance production efficiency while reducing environmental impact.

The SaaS segment consists primarily of Machfu, Inc.

and its related industrial IoT products and services, providing secure, low-power edge-to-cloud connectivity and edge computing for critical infrastructure and industrial operations.

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

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

Pursuant to the Core Cash Advance Agreement, Core is expected to receive $2,998 a day directly

from SG Building until the $104,930 due to Core is paid in full.

In the event of a default (as defined in the Core Cash Advance Agreement),

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.

A one-time interest charge of twelve percent

(15%) be applied on the issuance date to the principal balance.

Under the terms of the January 1800 Diagonal Note, beginning

on February 28, 2025, the Company is required to make nine monthly payments of accrued, unpaid interest and outstanding

principal, subject to adjustment, in the amount of $18,368, with $165,310 being due on February 28, 2025.

The Company has right to accelerate

payments or prepay in full at any time with no prepayment penalty.

The connection with the January 1800 Diagonal Note, the Company incurred

$8,000 in debt issuance costs.

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”).

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,

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 the Lender, 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 the Lender to the par value price.

The Lender shall be entitled to deduct $1,750 from the conversion amount

in each notice of conversion to cover Lender’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 the Lender and its affiliates owning an aggregate of in

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

In 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.

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

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 to all other rights under the

Note, the Lender 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.

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”).

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”):

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

Additionally, the Company shall not effect any conversion of the Note, and the Lender shall not have the right to convert

any portion of the Note or receive shares of Common Stock as payment of interest hereunder to the extent that after giving effect to

such conversion or receipt of such interest payment, the Lender, together with any affiliates thereof, would beneficially own in excess

of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares

as payment of interest.

In connection with the issuance of the Note and

the SPA, the Company will issue 294,000 shares of Common Stock (the “Commitment Shares”) as additional consideration for

the purchase of the Note.

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 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”).

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.

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;

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 to all

other rights under the Note, GSA 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.

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.

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 price under the Note or (ii) 80% of the lowest closing price of the Company’s shares of common stock, par value $0.01

(“Common Stock”) on any trading day during the ten trading days prior to the conversion date.

If an event of default occurs

under the Note, then, in addition to all other rights under the Note, the Lender shall have the right to convert at any time any portion

of the Note at a price per share equal to the Alternate Price.

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

conversion price, (ii) the closing price of the Common Stock on the date of the event of default (provided, however, that if such date

is not a trading day, then the next trading day after the event of default), or (iii) $0.52 (subject to adjustment as provided in the

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

of additional conversion shares, in accordance with the requirements of Nasdaq Listing Rule 5635(d) (the “Approval”).

the 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.

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.

Nasdaq Compliance

On May 13, 2025, Safe & Green Holdings

(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”) would 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 was 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.

this matter served 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.

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, 2025, 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.

On or about October 3, 2025, the Company regained compliance with all

applicable Nasdaq listing requirements, including Nasdaq Listing Rule 5550(a)(2), the Minimum Bid Price Rule, which requires the Company's

common stock to maintain a minimum bid price of $1.00 per share for at least ten consecutive business days.

Further to the compliance

letter set forth by the Nasdaq Hearings Panel, the Company has not fully complied with all terms and conditions outlined therein.

Company's common stock will continue to be listed and trade on the Nasdaq Capital Market under the symbol "SGBX".

During the Quarter:

On January 7, 2026, we changed our name from Safe & Green Holdings Corp.

to Olenox Industries Inc.

by filing a Certificate of Amendment to our Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware.

In connection with the name change, our common stock began trading under the symbol “OLOX.”

Series C Preferred Stock Financing.

During the three months ended March 31, 2026, we sold 1,800 shares of Series C Convertible Preferred Stock for aggregate net proceeds of $1,547,800, and holders of Series C Preferred Stock converted 1,711 shares of Series C Preferred Stock into 122,990 shares of common stock.

Debt Settlements.

During the three months ended March 31, 2026, we issued an aggregate of 147,281 shares of common stock in settlement of approximately $2.1 million of notes payable and amounts due to affiliates, recognizing a gain on debt extinguishment of $1,197,449 and a loss on debt extinguishment of $613,723.

Subsequent to March 31, 2026:

SG Echo Chapter 11 Filing.

On April 28, 2026, SG Echo LLC, a wholly owned subsidiary of the Company, filed a voluntary petition for relief under Chapter 11 of the U.S.

Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Oklahoma.

SG Echo continues to operate its business as a debtor-in-possession while pursuing a court-supervised reorganization.

The Chapter 11 proceeding is limited to SG Echo and does not include the Company or its other subsidiaries.

The Chapter 11 filing triggered an event of default under certain SG Echo debt agreements, including approximately $4.0 million owed to Enhanced Capital Oklahoma Rural Fund, LLC.

Reverse Stock Split.

On May 8, 2026, the Company effected a 1-for-10 reverse stock split of its outstanding common stock.

All share and per share amounts in this Quarterly Report on Form 10-Q has been retroactively adjusted to reflect the reverse stock split.

CS Digital Acquisition.

On May 26, 2026, the Company completed its acquisition of CS Digital Ventures LLC (“CS Digital”), a provider of digital infrastructure solutions, including bitcoin mining operations.

The acquisition expanded the Company’s technology segment and is expected to enhance its digital infrastructure and energy-related capabilities.

The transaction is being accounted for as a business combination under ASC 805, Business Combinations .

The purchase price allocation is preliminary and remains subject to the completion of the valuation of certain acquired assets and assumed liabilities.

Psylinks Neurotech Corp Acquisition.

On July 3, 2026, the Company acquired 100% of the outstanding shares of Psylinks Neurotech Corp.

in exchange for 104,166 restricted shares of the Company’s common stock, valued at approximately $500,000.

The Company is evaluating the accounting for the acquisition under ASC 805, Business Combinations , and the purchase price allocation is preliminary.

Results of Operations

Nine Months Ended September 30, 2025 and 2024:

September 30,

Total revenue

Total cost of revenue

Total payroll and related expenses

Total other operating expenses

Total operating loss

Total other income/(expense)

Total loss before income tax

(12,636,410 )

(13,141,074 )

Common stock deemed dividend

Income from discontinued operations

Net loss attributable to common stockholders

$ (12,636,410 )

$ (12,094,545 )

During the nine months ended September 30, 2025,

we derived revenue primarily from our construction segment.

Total revenue for the nine months ended September 30, 2025 was $2,338,870

compared to $3,932,592 for the nine months ended September 30, 2024.

This decrease of $1,593,722, or approximately 41%, 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 $3,965,265 for the nine months

ended September 30, 2025, compared to $3,618,031 for the nine months ended September 30, 2024.

The increase of $347,234, or an increase

of approximately 10%, is primarily related to losses on construction jobs recognized during the nine months ended September 30, 2025.

Gross (loss)/income was $(1,626,395) and $314,561 for the nine

months ended September 30, 2025 and 2024, respectively.

Gross profit (loss) margin percentage decreased

to (70)% for the nine months ended September 30, 2025 compared to 8% for the nine months ended September 30, 2024 primarily due to increased

losses on construction jobs recognized during the nine months ended September 30, 2025.

Operating Expenses

Payroll and related expenses for the nine months

ended September 30, 2025 were $2,062,589 compared to $3,507,118 for the nine months ended September 30, 2024.

This decrease was

primarily caused by a decrease in the vesting of restricted stock units during the nine months ended September 30, 2025 as

compared to the prior year period.

Other operating expenses (general and administrative

expenses and marketing and business development expenses) for the nine months ended September 30, 2025 were $4,338,504 compared to $1,829,370

for the nine months ended September 30, 2024.

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

months ended September 30, 2025.

Other Income (Expense)

There was $2,592,979 of other income for the nine

months ended September 30, 2025, and $186,634 for the nine months ended September 30, 2024.

The amount recognized during the nine

months ended September 30, 2025 resulted from a legal settlement as well as employee retention credits received.

Interest expense for

the nine months ended September 30, 2025 and 2024 was $2,092,176 and $2,404,277, respectively.

There was a change in fair value of

equity-based investments of $311,560 and $5,590,666 recognized for the nine months ended September 30, 2025 and 2024, respectively.

income for the nine months ended September 30, 2025 and 2024 was $117,044 and $9,570, respectively.

The increase resulted from additional

interest-bearing accounts during 2025.

During the nine months ended September 30, 2025, the Company recognized a loss on conversion of

notes payable in the amount of $4,915,209.

Additionally, there was $320,408 loss on sales of equity investments recognized during the

nine months ended September 30, 2024.

Three Months Ended September 30, 2025 and 2024:

September 30,

Three Months Ended March 31, 2026 and 2025:

For the Three Months Ended

Total revenue $ 285,313 $ 566,354

5 unchanged sentences

Total loss before income tax (2,665,724 ) (2,746,668 )

Deemed dividend for preferred shareholders (395,967 ) —

Net loss attributable to common stockholders $ (3,061,691 ) $ (2,746,668 )

$ (5,315,872 )

$ (3,855,913 )

During the three months ended September 30, 2025,

we derived revenue primarily from our construction segment.

Total revenue for the three months ended September 30, 2025 was $1,051,165

compared to $1,753,223 for the three months ended September 30, 2024.

This decrease of $702,058, or approximately 40%, was mainly

driven by a decrease in construction services due to less jobs in progress.

During the three months ended March 31, 2026, we derived revenue from our construction services, oil and gas operations and industrial IoT (SaaS) operations.

Total revenue for the three months ended March 31, 2026 was $285,313 compared to $566,354 for the three months ended March 31, 2025.

Total revenue decreased by $281,041, or 50%, primarily due to less revenue being generated from construction services while revenue generated from our oil and gas and SaaS operations increased following our expansion into those business lines.

Cost of Revenue and Gross Profit

Cost of revenue was $1,359,337 for the three

months ended September 30, 2025, compared to $1,878,799 for the three months ended September 30, 2024.

The decrease of $519,462,

or a decrease of approximately 28%, is primarily related to losses on construction jobs recognized during the nine months ended September

Gross loss was $(308,172) and $(125,576) for the three months

ended September 30, 2025 and 2024, respectively.

Gross loss margin percentage decreased to (29)%

for the three months ended September 30, 2025 compared to (7)% for the three months ended September 30, 2024 primarily due to increased

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

Cost of revenue was $486,146 for the three months ended March 31, 2026, compared to $890,109 for the three months ended March 31, 2025.

The decrease of $403,963, or approximately 45%, primarily reflects lower construction costs and the absence of losses recognized on certain construction projects during the prior-year period.

Gross loss was $(200,833) for the three months ended March 31, 2026 compared to a gross loss of $(323,755) for the three months ended March 31, 2025.

Gross loss margin percentage increased to (70)% for the three months ended March 31, 2026 compared to (57)% for the three months ended March 31, 2025, primarily due to the addition of oil and gas production revenue during the three months ended March 31, 2026.

Operating Expenses

Payroll and related expenses for the three months

ended September 30, 2025 were $769,057 compared to $1,761,827 for the three months ended September 30, 2024.

This decrease was primarily

caused by a decrease in the vesting of restricted stock units during the three months ended September 30, 2025 as compared

to the prior year period.

Other operating expenses (general and administrative

expenses and marketing and business development expenses) for the three months ended September 30, 2025 were $1,430,497 compared to $353,682

for the three months ended September 30, 2024.

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

months ended September 30, 2025.

Payroll and related expenses for the three months ended March 31, 2026 were $692,380 compared to $555,738 for the three months ended March 31, 2025.

The increase primarily reflects additional personnel associated with businesses acquired during the fourth quarter of 2025 together with increased stock-based compensation expense.

Other operating expenses (general and administrative expenses and marketing and business development expenses) for the three months ended March 31, 2026 were $1,989,901 compared to $952,489 for the three months ended March 31, 2025.

This increase primarily reflects higher professional fees and increased general and administrative expenses associated with the Company’s expanded operations, including integration activities related to acquisitions.

Other Income (Expense)

There was $2,543,106 of other income for the three

months ended September 30, 2025, and $2,652 recognized for the three months ended September 30, 2024.

The amount recognized during

the three months ended September 30, 2025 resulted from a legal settlement as well as employee retention credits received.

Interest expense

for the three months ended September 30, 2025 and 2024 was $553,087 and $864,007, respectively.

The decrease in interest expense resulted

from an increase in notes payable balances during the three months ended September 30, 2025.

There was a change in fair value

of equity-based investments of $0 and $139,808 recognized for the three months ended September 30, 2025 and 2024, respectively.

income for the three months ended September 30, 2025 and 2024 was $117,044 and $0, respectively.

The increase resulted from additional

interest bearing accounts during 2025.

During the three months ended September 30, 2025, the Company recognized a loss on conversion of

notes payable in the amount of $4,915,209.

Income Tax Provision

A 100% valuation allowance was provided against

the deferred tax asset consisting of available net operating loss carry forwards and, accordingly, no income tax benefit was provided.

Impact of Inflation

Inflation has caused increases on some of the

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

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

Our operations for the nine months ended September

30, 2025 and 2024 may not be indicative of our future operations.

Other income totaled $217,390 during the three months ended March 31, 2026, compared to other expense of $914,686 during the March 31, 2025.

The improvement primarily resulted from gains recognized on the extinguishment of debt of $1,197,449 through settlements involving the issuance of common stock, partially offset by losses recognized on other debt settlements of $613,723.

Interest expense decreased to $365,757 from $603,126 due primarily to lower average outstanding debt balances and reduced amortization of debt issuance costs.

Our operations for the three months ended March 31, 2026 and 2025 may not be indicative of our future operations.

Liquidity and Capital Resources

As of September 30, 2025 and December 31,

2024, we had an aggregate of $3,021,757 and $375,873, respectively, of cash and cash equivalents and short-term investments.

Historically, our operations have primarily been

funded through proceeds from equity and debt financings, as well as revenue from operations.

We have negative operating cash flows, which

has raised substantial doubt about our ability to continue as a going concern for a period of one year after the date the financial statements

in this Quarterly Report on Form 10-Q are issued.

We intend to meet our capital needs from revenue generated from operations and by containing costs, entering into strategic alliances,

as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary.

There is, however,

no assurance we will be successful in meeting our capital requirements prior to becoming cash flow positive.

We do not have any additional

sources secured for future funding, and if we are unable to raise the necessary capital at the times we require such funding, we may

need to materially change our business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning

such business plan altogether.

We continue to generate losses from operations.

As of September 30, 2025, our stockholders’ equity was $24,935,557 compared to $(12,460,308) as of December 31, 2024, and we had

an accumulated deficit of $111,168,493, compared to $98,532,083 as of December 31, 2024.

Our net loss attributable to our common stockholders

for the nine months ended September 30, 2025 was $12,636,410 and net cash used in operating activities was $3,817,995.

We will need to generate additional revenues

or secure additional financing sources, such as debt or equity capital, to fund future growth, which financing may not be available on

favorable terms or at all.

We are in the process of securing funding, which we believe will provide the needed working capital until

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

If we are unable to raise the necessary capital at the

times we require such funding, we may need to materially change our business plan, including delaying implementation of aspects of such

business plan or curtailing or abandoning such business plan altogether.

Historically, the Company has funded its operations through a combination of operating revenues, equity financings and debt financings.

As of March 31, 2026 and December 31, 2025, the Company had cash and cash equivalents of $30,883 and $427,866, respectively.

The Company has incurred recurring operating losses and negative operating cash flows, which raise substantial doubt about its ability to continue as a going concern.

See Note 2, Liquidity and Going Concern, to the condensed consolidated financial statements for additional information.

Management intends to meet the Company’s capital needs through revenue generated from operations, cost containment initiatives, strategic alliances and, as necessary, additional debt or equity financings.

There can be no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive.

The Company does not currently have committed sources of additional financing, and if it is unable to obtain the capital required when needed, it may be required to materially modify its business plan, including delaying or curtailing planned activities.

As of March 31, 2026, stockholders’ equity was $8,187,156 compared to $7,589,746 as of December 31, 2025.

The Company had an accumulated deficit of $120,017,997 as of March 31, 2026, compared to $117,352,273 as of December 31, 2025.

Net loss attributable to common stockholders for the three months ended March 31, 2026 was $3,061,691, and net cash used in operating activities was $1,909,521.

Cash Flow Summary

Nine Months Ended

September 30,

Three Months Ended

Net cash provided by (used in):

Operating activities $ (1,909,521 ) $ (1,308,920 )

$ (3,817,995 )

$ (9,915,916 )

Investing activities (31,643 ) (182,663 )

Financing activities 1,544,181 1,346,219

Net increase (decreased) in cash and cash equivalents

Operating activities used net cash of $3,817,995

during the nine months ended September 30, 2025, and used net cash of $9,915,916 during the nine months ended September 30, 2024.

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

Cash used in operating activities

decreased by approximately $6,097,921.

Investing activities used net cash of $2,468,180 during the

nine months ended September 30, 2025, and $401,448 net cash during the nine months ended September 30, 2024 an increase

in cash used of $2,066,732.

This amount resulted from $388,339 in purchases of property and equipment, $186,000 used for equity-based

investment, $2,000,000 paid for business acquisitions and $77,013 cash received in business combination.

Financing activities provided net cash of $8,932,059

and $10,560,109 during the nine months ended September 30, 2025 and 2024, respectively.

This amount resulted from $6,635,294

from the issuance of common stock, $1,358,376 in repayments of short-term notes payable, and proceeds of $3,654,231 from the issuances

of short-term notes payable.

There can be no assurance that our customers

will decide to and/or be able to proceed with these construction projects, or that we will ultimately recognize revenue from these projects

in a timely manner or at all.

Net decrease in cash and cash equivalents $ (396,983 ) $ (145,364 )

Operating activities used net cash of $1,909,521 during the three months ended March 31, 2026, and used net cash of $1,308,920 during the three months ended March 31, 2025.

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

Cash used in operating activities increased by approximately $440,601, primarily due to changes in working capital and the timing of operating receipts and disbursements.

Investing activities used net cash of $31,643 during the three months ended March 31, 2026, and $182,663 during the three months ended March 31, 2025.

The amount for the three months ended March 31, 2026 resulted from $31,643 in purchases of property, plant and equipment.

Financing activities provided net cash of $1,544,181 and $1,346,219 during the three months ended March 31, 2026 and 2025, respectively.

The amount for the three months ended March 31, 2026 resulted from $1,547,800 of proceeds from the sale of common and preferred stock, partially offset by $3,619 in repayments of short-term notes payable.

There can be no assurance that our customers will decide to and/or be able to proceed with these construction projects, or that we will ultimately recognize revenue from these projects in a timely manner or at all.

Off-Balance Sheet Arrangements

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

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

In the ordinary course of business, we enter

into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies

in our industry sector.

As of March 31, 2026 and December 31, 2025, the Company had no material off-balance sheet arrangements to which we are a party.

In the ordinary course of business, we enter into agreements with third parties that include indemnification provisions which, in our judgment, are normal and customary for companies in our industry sector.

These agreements are typically with consultants and certain vendors.

Pursuant to these agreements, we generally

agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with

respect to actions taken or omitted by us.

The maximum potential amount of future payments we could be required to make under these indemnification

provisions is unlimited.

Pursuant to these agreements, we generally agree to indemnify, hold harmless, and reimburse indemnified parties for losses suffered or incurred by the indemnified parties with respect to actions taken or omitted by us.

The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited.

We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions.

As a result, the estimated fair value of liabilities relating to these provisions is minimal.

Accordingly, we have no liabilities recorded

for these provisions as of September 30, 2025.

Accordingly, we have no liabilities recorded for these provisions as of March 31, 2026.

Critical Accounting Estimates

Our condensed consolidated financial statements

have been prepared using generally accepted accounting principles in the United States of America (“GAAP”).

In connection

with the preparation of the financial statements, we are required to make assumptions and estimates and apply judgments that affect the

reported amounts of assets, liabilities, revenue, and expenses, and the related disclosures.

We base our assumptions, estimates, and

judgments on historical experience, current trends, and other factors that we believe to be relevant at the time the consolidated financial

statements are prepared.

On a regular basis, we review the accounting policies, assumptions, estimates, and judgments to ensure that

our financial statements are presented fairly and in accordance with GAAP.

However, because future events and their effects cannot be

determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed

in “Note 3— Summary of Significant Accounting Policies” of the notes to our condensed consolidated financial statements

included elsewhere in this Quarterly Report on Form 10-Q.

We believe that the following accounting policies are the most critical

in fully understanding and evaluating our reported financial results.

Share-based payments .

We measure the cost

of services received in exchange for an award of equity instruments based on the fair value of the award.

For employees and directors,

including non-employee directors, the fair value of the award is measured on the grant date.

For non-employees, the fair value of the

award is generally re-measured on interim financial reporting dates and vesting dates until the service period is complete.

value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period.

We recognize stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting

tranche of each award.

Stock-based compensation expense to employees and all directors is reported within payroll and related expenses

in the consolidated statements of operations.

Stock-based compensation expense to non-employees is reported within marketing and business

development expense in the consolidated statements of operations.

Other derivative financial instruments.

classify as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provide a choice of net-cash settlement

or settlement in our own shares (physical settlement or net-share settlement), provided that such contracts are indexed to our own stock.

We classify as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the

contract if any event occurs and if that event is outside SGB’s control) or (ii) give the counterparty a choice of net-cash settlement

or settlement shares (physical settlement or net-cash settlement).

SGB assesses classification of common stock purchase warrants and

other free-standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities

or equity is required.

Critical Accounting Estimates (continued)

Convertible instruments .

conversion options from their host instruments and accounts for them as free-standing derivative financial instruments according to certain

The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument

are not clearly and closely related to the economic characteristics and risks of the host contract;

(ii) the hybrid instrument that embodies

both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable GAAP measures

with changes in fair value reported in earnings as they occur;

and (iii) a separate instrument with the same terms as the embedded derivative

instrument would be considered a derivative instrument.

We determined that the embedded conversion options

that were included in the previously outstanding convertible debentures should be bifurcated from their host and a portion of the

proceeds received upon the issuance of the hybrid contract has been allocated to the fair value of the derivative.

The derivative was

subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results

of operations.

Revenue recognition – We

determine, at contract inception, whether we will transfer control of a promised good or service over time or at a point in time, regardless

of the length of contract or other factors.

The recognition of revenue aligns with the timing of when promised goods or services are

transferred to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or

To achieve this core principle, we apply the following five steps in accordance with its revenue policy:

(1) Identify the contract with a customer

(2) Identify the performance obligations in the contract

(3) Determine the transaction price

(4) Allocate the transaction price to performance obligations in the contract

(5) Recognize revenue as performance obligations are satisfied

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).

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

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

nine months ended September 30, 2025 or 2024.

Intangible assets – Intangible

assets consist of $75,050 of website costs that are being amortized over 5 years and patents of $801,207 that are being recognized

over 7 years.

The amortization expense for the nine months ended September 30, 2025 and 2024 was $85,913 and $10,251, respectively.

accumulated amortization as of September 30, 2025 and December 31, 2024 was $91,351 and $63,392, respectively.

The preparation of the Company’s condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

There have been no material changes to the critical accounting estimates disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

New Accounting Pronouncements

See Note 4 to the accompanying consolidated

financial statements for all recently adopted and new accounting pronouncements.

Non-GAAP Financial Information

In addition to our results under GAAP, we also

present EBITDA and Adjusted EBITDA for historical periods.

EBITDA and Adjusted EBITDA are non-GAAP financial measures and have been presented

as supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP.

We calculate EBITDA

as net income (loss) attributable to common stockholders before interest expense, income tax benefit (expense), depreciation and amortization.

We calculate Adjusted EBITDA as EBITDA before certain non-recurring, unusual or non-operational items, such as litigation expense, stock

issuance expense and stock compensation expense.

We believe that adjusting EBITDA to exclude the effects of these items that are not

closely associated with ongoing corporate operations provides management and investors with a meaningful measure that increases period-to

-period comparability of our operating performance.

September 30,

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

$ (5,315,872 )

$ (3,716,105 )

$ (12,636,410 )

$ (12,094,545 )

Addback interest expense

Addback interest income

Addback depreciation and amortization

EBITDA (non-GAAP)

(10,142,715 )

Common stock deemed dividend

Gain on deconsolidation-SG DevCorp (including noncontrolling interest portion)

Change in fair value of equity-based investments

Loss on conversion of notes payable

Loss on disposition of equity-based investments

Addback litigation expense

Addback stock compensation expense

Adjusted EBITDA (non-GAAP)

$ (1,516,018 )

$ (4,597,052 )

$ (3,181,429 )

We believe the presentation of EBITDA and Adjusted

EBITDA is relevant and useful by enhancing the readers’ ability to understand the Company’s operating performance.

Our management

utilizes EBITDA and Adjusted EBITDA as a means to measure performance.

EBITDA and Adjusted EBITDA are also frequently used by analysts,

investors and other interested parties to evaluate companies in our industry.

These measures, when used in conjunction with related GAAP

financial measures, provide investors with an additional financial analytical framework that may be useful in assessing us and our results

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.

These measures also should not be construed as

an inference that our future results will be unaffected by the non-recurring, unusual or non-operational items for which these non-GAAP

measures make adjustments.

Additionally, EBITDA and Adjusted EBITDA are not intended to be liquidity measures.

The following is a reconciliation of EBITDA and

Adjusted EBITDA to the nearest GAAP measure, net gain (loss) attributable to common stockholders:

Quantitative and Qualitative Disclosures

About Market Risk

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

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