Company Operations - Safe & Green Holdings Corp. operates in four segments: construction, medical, oil and gas, and environmental[305]. - The environmental segment focuses on biomedical waste removal using patented technology for safe disposal[305]. - The oil and gas segment includes the acquisition of Olenox Corp., which specializes in revitalizing underdeveloped energy assets[307]. - The company aims to establish a national presence in the medical segment through Safe & Green Medical Corporation[306]. - The company has increased control over manufacturing processes since acquiring Echo DCL, LLC in September 2020[306]. Financial Performance - Total revenue for the three months ended March 31, 2025, was $566,354, a decrease of approximately 41% from $968,115 for the same period in 2024[340]. - Cost of revenue increased to $890,109 for the three months ended March 31, 2025, up approximately 38% from $644,983 in the prior year[342]. - Gross profit (loss) margin percentage decreased to (57)% for the three months ended March 31, 2025, compared to 33% for the same period in 2024[343]. - Total operating loss for the three months ended March 31, 2025, was $1,831,982, slightly improved from a loss of $1,853,715 in the same period in 2024[340]. - Total loss before income tax for the three months ended March 31, 2025, was $2,746,668, compared to a loss of $5,482,560 in the prior year[340]. - Net loss attributable to common stockholders for the three months ended March 31, 2025, was $2,746,668, compared to $4,436,031 in the same period in 2024[340]. - For the three months ended March 31, 2025, the net loss attributable to common stockholders was $2,746,668, with net cash used in operating activities amounting to $1,308,920, a decrease of approximately $3,124,551 compared to the same period in 2024[353][355]. - The company reported a change in fair value of equity-based investments of $311,560 for the three months ended March 31, 2025, significantly lower than $3,112,803 for the same period in 2024[346]. - The accumulated deficit as of March 31, 2025, was $101,278,751, an increase from $98,532,083 as of December 31, 2024[353]. - EBITDA for Q1 2025 was $(2,036,815), compared to $(3,652,454) in Q1 2024, indicating a reduction in losses[376]. - Adjusted EBITDA for Q1 2025 was $(1,618,957), an improvement from $(3,510,854) in Q1 2024[376]. Expenses and Cash Flow - Payroll and related expenses decreased to $555,738 for the three months ended March 31, 2025, from $1,251,982 in the same period in 2024[344]. - Other operating expenses increased to $952,489 for the three months ended March 31, 2025, compared to $601,733 for the same period in 2024[345]. - Interest expense increased to $603,126 for the three months ended March 31, 2025, compared to $716,671 for the same period in 2024, due to higher notes payable balances[346]. - The amortization expense for intangible assets was $15,058 for the three months ended March 31, 2025, compared to $3,417 for the same period in 2024[370]. - Financing activities provided net cash of $1,346,219 for the three months ended March 31, 2025, compared to $5,388,824 in the same period of 2024[357]. - The company has negative operating cash flows, raising substantial doubt about its ability to continue as a going concern for one year after the issuance of the financial statements[351]. Risks and Future Outlook - The company is subject to various risks including competition, economic conditions, and regulatory changes that could impact future performance[304]. - The company intends to secure additional financing sources to fund future growth, with expectations of becoming cash flow positive in the second half of 2025[354]. - Inflation has impacted the company's estimated costs for construction projects, affecting revenue and income from continuing operations[348]. - The company plans to apply for trading on the OTCQB market to address the risk of delisting from Nasdaq[333]. Notes and Other Information - A promissory note was issued for $143,750 with an original issue discount of $18,750, requiring monthly payments of $18,368 starting February 28, 2025[310]. - The company executed a promissory note for $360,000 with a purchase price of $300,000, representing an original issue discount of $60,000[311]. - A new promissory note was issued for up to $1,875,000 with a 25% original issue discount, and a conversion price of $0.50 per share[318]. - The Company executed and issued a Promissory Note in favor of GS Capital Partners, LLC, in the aggregate principal amount of $360,000[320]. - Common stock deemed dividend was $0 in Q1 2025, compared to $1,162,436 in Q1 2024[376]. - The company did not report any gain on deconsolidation for Q1 2025, while Q1 2024 included a loss of $4,637,013[376]. - Stock compensation expense for Q1 2025 was $106,298, down from $179,029 in Q1 2024[376]. - The company did not incur any litigation expenses in Q1 2025, while $143,745 was recorded in Q1 2024[376]. - There were no quantitative and qualitative disclosures about market risk required for this reporting period[377].

Core Viewpoint - Safe & Green Holdings Corp. has engaged Shareholder Intelligence Services, LLC to investigate potential illegal trading activities, including naked short selling and market manipulation of its common stock [1][2]. Group 1: Company Actions - The decision to engage ShareIntel follows an internal review that raised concerns about potential violations of securities laws [2]. - The company aims to utilize ShareIntel's DRIL-Down™ analytics to gain insights into shareholder trading activity and protect investor interests [2][3]. - The company is also considering further legal and regulatory actions, including participation in the SEC Whistleblower Program and collaboration with other affected public companies [3]. Group 2: Shareholder Intelligence Services - ShareIntel is an application service provider that helps public companies track and analyze shareholder trading information [4]. - The patented DRIL-Down™ process will be used to aggregate and analyze data from various sources, enabling the company to identify suspicious trading activities [4]. Group 3: Company Overview - Safe & Green Holdings Corp. specializes in the development, design, and fabrication of modular structures, focusing on sustainable solutions across various industries [5]. - The company supports developers, architects, builders, and owners in achieving faster execution and greener construction [5].

Group 1 - Safe & Green Holdings Corp. has received a court-ordered award of approximately $1.157 million for attorney's fees and costs related to its litigation against EDI International, in addition to a jury verdict of $1.274 million in favor of the Company [1] - The court-ordered award and jury verdict are both subject to appeal, indicating ongoing legal proceedings [1] - The Chairman and CEO of Safe & Green Holdings expressed satisfaction with the court's decision, viewing it as validation of the Company's case against EDI [1] Group 2 - Safe & Green Holdings Corp. specializes in the development, design, and fabrication of modular structures, focusing on sustainable solutions across various industries [2] - The Company supports third-party and in-house developers, architects, builders, and owners in achieving faster execution and greener construction [2]

Core Points - Safe & Green Holdings Corp. has signed a non-binding Letter of Intent to acquire Giant Containers Inc., a leader in modular, container-based infrastructure solutions [1][2] - The acquisition will involve the purchase of 100% of Giant Containers' issued and outstanding shares and the appointment of Giant's CEO, Daniel Kroft, as Vice President of Business Development at Safe & Green [2] - Giant Containers has a strong reputation for high-quality craftsmanship and sustainable construction practices, serving notable clients such as Tesla, Nike, and General Motors [3] - Giant currently has over $6.8 million in active projects under contract, which Safe & Green will assume post-acquisition [4] - The acquisition aligns with Safe & Green's mission to enhance critical infrastructure through modular, ESG-aligned solutions and is expected to close on or before June 15, 2025, pending customary conditions [5] Company Overview - Safe & Green Holdings Corp. specializes in the design and fabrication of modular structures, focusing on safe and green solutions across various industries [6]

Core Insights - Safe & Green Holdings Corp. has acquired assets from Sherman Oil Company, LLC, which includes 1,600 acres of oil wells and leases, significantly expanding its oil production holdings [1][2] - The newly acquired assets are producing an average of 45 barrels of oil per day, and the company plans to increase production to over 75 barrels per day within four months using its Olenox technology [1][2] Company Overview - Safe & Green Holdings Corp. is a leading developer, designer, and fabricator of modular structures, focusing on sustainable modular innovation across various industries [3] - The company aims to provide faster execution, greener construction, and higher value buildings, supporting both third-party and in-house developers, architects, builders, and owners [3]

Group 1 - The company has entered into a contract with Three Pines Leasing to supply multiple modular units expected to be leased by a U.S. government agency, marking the beginning of several anticipated contracts throughout 2025 [1][2] - The company specializes in converting shipping containers into functional spaces such as offices and storage units, leveraging its expertise in modular construction [2][3] - Safe & Green Holdings operates as a leading modular solutions company, focusing on the development, design, and fabrication of modular structures to meet the demand for sustainable solutions across various industries [3] Group 2 - The relationship with Three Pines Leasing is emphasized as a key partnership, with expectations for further opportunities to provide modular spaces to their partners [2] - The current contract aligns with previous projects undertaken by the company for the same government agency, indicating a history of successful collaboration [2]

Core Insights - Safe & Green Holdings Corp. has appointed Mr. Samarth Verma to its Board of Directors, replacing Shafron Hawkins who stepped down due to a government position [1][2] - Mr. Verma is recognized for his expertise in technology innovation and entrepreneurship, with a background in immersive media, advanced mathematics, and corporate development across various sectors [2][5] - The appointment aligns with the company's strategic focus on innovation, scalable growth, and the integration of smart technologies into modular infrastructure [2][6] Company Overview - Safe & Green Holdings Corp. specializes in the development, design, and fabrication of modular structures, aiming to meet the demand for safe and sustainable solutions across multiple industries [7] - The company supports third-party and in-house developers, architects, builders, and owners in achieving faster execution, greener construction, and higher-value buildings [7] Mr. Verma's Background - Mr. Verma has a diverse background, having co-founded FansXR, where he led the development of immersive media broadcasting technologies [3][4] - His early research experience includes publishing a paper at the age of nine and working on a NASA grant project as a student research associate [4] - He has extensive experience in marketing to large affinity groups and has developed projects across various sectors including hospitality, gaming, and energy [5] Strategic Impact - The Chairman and CEO of Safe & Green Holdings, Mike McLaren, expressed confidence in Mr. Verma's ability to contribute to the company's strategic growth and innovation initiatives [6] - Mr. Verma aims to provide strategic guidance and leverage his experience to navigate opportunities and challenges as the company continues to scale [6]

Core Insights - Safe & Green Holdings Corp. is undergoing a transformation aimed at enhancing financial strength, operational momentum, and strategic expansion, supported by $108 million in committed funding [1][2] - The company is implementing an aggressive buy-and-build strategy to establish a strong presence in both domestic and international markets [1][3] Key Achievements - The leadership team is focused on high-value partnerships and acquisitions in US energy production, sustainable technologies, and modular construction solutions [3] - The company has a robust pipeline of strategic acquisitions to augment its business operations, backed by the $108 million funding from D.Boral and the ELOC Securities Purchase Agreement [3] - Significant structural changes have been made, including the appointment of seasoned C-suite executives and the formation of an executive committee to streamline acquisition processes [5] - The merger with New Asia Holdings, Inc. and its subsidiaries, including Olenox and Machfu, is expected to accelerate growth into new business channels [5] - The company has regained compliance with Nasdaq's minimum equity standard to ensure continued listing on The Nasdaq Capital Market [5] Recent Acquisitions - The purchase of County Line Industrial, LLC enhances the company's access to customers in the ready-mix cement and oil and gas sectors [5] - The acquisition of a majority interest in Winchester Oil and Gas, LLC, which operates over 500 wells in Texas, reported production of approximately 50 barrels per day, with peak production reaching 200 barrels in the last four years [5]

Core Insights - Safe & Green Holdings Corp. has announced a new construction contract between its subsidiary SG Echo, LLC and Troy Vines, Inc. for rebuilding an overhead bin system at a plant in Odessa, Texas [1][2] - This contract marks a new business venture for SG Echo, facilitated by the recent acquisition of County Line Industrial, and highlights synergies with the Olenox business in the oil and gas sector [2][3] Company Overview - Safe & Green Holdings Corp. specializes in the development, design, and fabrication of modular structures, focusing on safe and green solutions across various industries [5] - Olenox Corp., a subsidiary, is an advanced energy company that focuses on oil and gas production and revitalizing distressed energy assets while minimizing environmental impact [4] Strategic Growth - The CEO of Safe & Green Holdings emphasized the benefits of the County Line acquisition, indicating ongoing opportunities for revenue expansion through construction and repair needs within and outside the oil and gas industry [3]

Core Points - Safe & Green Holdings Corp. announced a Private Placement with expected gross proceeds of approximately $8.0 million [1][3] - The offering consists of 20,408,160 Common Units, which include shares of Common Stock and two types of Warrants with specific exercise prices [2] - The transaction is expected to close on or about April 14, 2025, subject to customary closing conditions [3] Offering Details - Each Common Unit consists of one share of Common Stock or one Pre-Funded Warrant, along with Series A and Series B Registered Common Warrants [2] - The public offering price per Common Unit is set at $0.392, while the Pre-Funded Unit price is $0.3919 [2] - The Series A Warrants have an initial exercise price of $0.784 and expire in 60 months, while the Series B Warrants have an exercise price of $0.98 and expire in 30 months [2] Use of Proceeds - The net proceeds from the offering will be used for working capital, general corporate purposes, and equipment for expansion [3] Legal and Advisory Information - D. Boral Capital is the Exclusive Placement Agent for the offering, with legal counsel provided by Sichenzia Ross Ference Carmel LLP and Lucosky Brookman LLP [4]