As filed with the Securities and Exchange Commission on February 12, 2024 Registration No. 333- 276732 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE & GREEN HOLDINGS CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 5030 95-4463937 incorporation or organization) Classification Code Number) Identification Number) (State or other jurisdiction of (Primary Standard Industrial (I ...

As filed with the Securities and Exchange Commission on February 6, 2024 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE & GREEN HOLDINGS CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 5030 95-4463937 Registration No. 333- 276732 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identific ...

As filed with the Securities and Exchange Commission on January 31, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE & GREEN HOLDINGS CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 5030 95-4463937 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) If this Form ...

As filed with the Securities and Exchange Commission on January 26, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SAFE & GREEN HOLDINGS CORP. (Exact Name of Registrant as Specified in Its Charter) Delaware 5030 95-4463937 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 990 Biscayne ...

Safe & Green Holdings Corp. (NASDAQ:SGBX) Q3 2023 Earnings Conference Call November 14, 2023 4:30 PM ET Company Participants Ted Ayvas - Investor Relations Paul Galvin - Chairperson & Chief Executive Officer Tricia Kaelin - Chief Financial Officer Conference Call Participants Operator Greetings, and welcome to the Safe & Green Holdings Third Quarter 2023 Business Update Conference Call. At this time, all participants are in listen-only mode and the floor will be open for questions after the presentation. [O ...

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR For the transition period from ____________ to ____________ Commission File Number: 001-38037 SAFE & GREEN HOLDINGS CORP. (Exact name of registrant as specified in its charter) | Delaware | 95-446 ...

Financial Data and Key Metrics Changes - In Q2 2023, the company reported revenue of $5.1 million, down from $7.6 million in Q2 2022, primarily due to the discontinuation of COVID-19 testing facilities [30] - The gross profit for Q2 2023 was $34,000, a significant decrease from $771,000 in Q2 2022, reflecting a decline in medical revenue [11] - The adjusted EBITDA loss for Q2 2023 was approximately $2.3 million, compared to an adjusted EBITDA of approximately $512,000 in Q2 2022 [12] - The net loss attributable to common shareholders was approximately $5.6 million, or $0.37 per share, in Q2 2023, compared to a net loss of $1.4 million, or $0.11 per share, in Q2 2022 [36] Business Line Data and Key Metrics Changes - Manufacturing revenue increased by 21% year-over-year, driven by the manufacturing for construction services segment, which generated $5.1 million in revenue [5][30] - Operating expenses for Q2 2023 were $5.6 million, up from $2.1 million in Q2 2022, mainly due to increased headcount and salary expenses [31] Market Data and Key Metrics Changes - The company is focusing on four key verticals for growth, which are expected to enhance shareholder value [7] - The SG DevCo spinoff is anticipated to create significant value, with an independent appraisal valuing SG DevCo at $74 million [8][9] Company Strategy and Development Direction - The company aims to develop 10,000 units over the next seven years, projecting potential returns exceeding $200 million [18] - The McLean Manufacturing facility is in the design stage, with plans to support the development of 800 units at the Magnolia Residential project [22][23] - The company is integrating advanced technologies to improve manufacturing efficiency and reduce waste [21] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving a milestone of $30 million in revenue for 2023, more than double the previous year's revenue [27] - The company is optimistic about expanding partnerships, particularly with Domino's, to enhance operational efficiency and sustainability [20] - Management highlighted the importance of balancing asset growth with sensible expense management to achieve long-term profitability [29] Other Important Information - The company has reduced its cash burn by over $2 million in the first half of 2023 [10] - As of June 30, 2023, the company had a cash balance and short-term investments of $1.6 million, up from $600,000 at the end of 2022 [32] Q&A Session Summary - The Q&A session concluded with management expressing gratitude for investor support and confidence in the company's progress and future updates [33]

Revenue Performance - Total revenue for the six months ended June 30, 2023, was $10,600,990, a decrease of approximately 34.4% from $16,159,569 for the same period in 2022[215] - Total revenue for the three months ended June 30, 2023, was $5,097,055, a decrease of approximately 33% from $7,554,971 in the same period of 2022[222] Cost and Expenses - Cost of revenue for the six months ended June 30, 2023, was $10,636,832, a decrease of approximately 18% from $12,901,174 in 2022[216] - Cost of revenue decreased by approximately 25% to $5,063,425 for the three months ended June 30, 2023, compared to $6,783,011 for the same period in 2022[223] - Payroll and related expenses increased to $5,498,819 for the six months ended June 30, 2023, compared to $2,355,696 in 2022, due to increased headcount and salary expenses[218] - Payroll and related expenses increased to $4,184,429 for the three months ended June 30, 2023, compared to $1,211,509 in the same period of 2022[225] - Other operating expenses rose to $3,336,266 for the six months ended June 30, 2023, compared to $1,811,663 in 2022[219] - Other operating expenses rose to $1,460,059 for the three months ended June 30, 2023, from $888,307 in the same period of 2022[226] - Interest expense increased to $811,343 for the six months ended June 30, 2023, from $121,975 in 2022, due to higher notes payable balances[220] - Interest expense increased significantly to $523,971 for the three months ended June 30, 2023, compared to $73,126 in the same period of 2022[227] Profitability - Gross profit (loss) was $(35,842) for the six months ended June 30, 2023, compared to $3,258,395 for the same period in 2022, resulting in a gross profit margin of 0%[217] - Gross profit margin decreased to 1% for the three months ended June 30, 2023, down from 10% in the same period of 2022[224] - For the six months ended June 30, 2023, the net loss attributable to common stockholders was $(9,074,964), with net cash used in operating activities amounting to $(3,039,177)[247] - For the three months ended June 30, 2023, the net loss attributable to common stockholders was $5,555,524, compared to a loss of $1,415,360 for the same period in 2022[276] - Total net loss for the six months ended June 30, 2023, was $9,074,964, compared to a loss of $2,132,537 for the same period in 2022[276] - Adjusted EBITDA for the three months ended June 30, 2023, was $(2,278,790), significantly worse than $(512,015) for the same period in 2022[276] - Adjusted EBITDA for the six months ended June 30, 2023, was $(4,270,853), compared to $(272,815) for the same period in 2022[276] Cash Flow and Financing - As of June 30, 2023, the company had cash and cash equivalents of $1,601,331, up from $582,776 as of December 31, 2022[231] - The company has negative operating cash flows, raising substantial doubt about its ability to continue as a going concern[232] - On February 7, 2023, the company closed a private placement offering of $1,100,000 in principal amount of convertible debentures[234] - A secured commercial promissory note of $1,750,000 was issued on June 8, 2023, with an interest rate of 23% per annum[237] - The company raised $1,250,000 to date from a Loan Agreement with BCV S&G, with a total loan amount of up to $2,000,000 at an interest rate of 14% per annum[246] - Financing activities provided net cash of $4,726,738 during the six months ended June 30, 2023, compared to a net cash used of $(2,156,000) in the same period of 2022, reflecting a change of $6,882,738[252] - The company may need to secure additional financing sources to fund future growth, as no additional sources are currently secured[248] Project Backlog - The company had a backlog of eleven projects totaling $1,306,849 under contract as of June 30, 2023, with expected revenue realization by December 31, 2023[253] - The backlog decreased by approximately $4,600,000 from December 31, 2022, to June 30, 2023[254] Depreciation and Non-GAAP Measures - Depreciation and amortization for the three months ended June 30, 2023, amounted to $160,455, slightly up from $156,731 in the same period of 2022[276] - The company did not reflect cash outlays for capital expenditures in its EBITDA and Adjusted EBITDA calculations[276] - The company’s non-GAAP measures do not account for cash requirements for asset replacements due to depreciation and amortization[276]

Financial Data and Key Metrics Changes - Revenue for Q1 2023 was $5.5 million, down from $8.6 million in Q1 2022, primarily due to the discontinuation of COVID-19 testing facilities, partially offset by increased Construction Services revenue [20] - Operating expenses for Q1 2023 were $2.8 million compared to $2.1 million in Q1 2022, mainly due to increased general and administrative expenses [21][39] - The net loss attributed to common shareholders was approximately $3.2 million or $0.22 per share in Q1 2023, compared to a net loss of $717,000 or $0.06 per share in Q1 2022 [23] - Total gross profit for Q1 2023 was a loss of $69,000 compared to a gross profit of $2.5 million in Q1 2022 [38] Business Line Data and Key Metrics Changes - The Construction Services segment generated $5.5 million in revenue, reflecting a 230% increase compared to the same period last year [20][28] - SG Echo is expected to reach positive cash flow in Q3 2023, marking a significant milestone for the company [11] - The company plans to generate $5 million in annual gross revenue per distinct medical site within Safe & Green Medical [15] Market Data and Key Metrics Changes - The point-of-care diagnostics market is anticipated to expand by more than 40%, amounting to over $51 billion by 2029 [31] - The gross potential value of projects in the planning and approval process stands at $800 million, with an estimated margin of about 15% [16] Company Strategy and Development Direction - The company is focused on four distinct verticals for revenue growth and business expansion [11] - Plans to spin-off SG DevCo into an independent publicly traded company on NASDAQ are anticipated within 90 days, which is expected to unlock considerable value for shareholders [33] - The company is advancing efforts in its Environmental segment, leveraging the Sanitec Microwave Healthcare Waste Disinfecting System for biomedical waste management [34] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's ability to achieve long-term profitability and positive cash flow in the Construction Services segment by Q3 2023 [11][35] - The company is committed to maintaining a lean operating structure while managing expenses to drive substantial cash flow and long-term profitability [36] Other Important Information - The Lago Vista site is expected to be sold for a substantially higher value than its initial purchase price of $3.5 million, providing additional capital [16] - The company has sufficient cash and borrowing capacity to support near-term operations, with a cash balance of $1.5 million as of March 31, 2023 [41] Q&A Session Summary - No specific questions and answers were provided in the content.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-38037 SAFE & GREEN HOLDINGS CORP. (Exact name of registrant as specified in its charter) | Delaware | 95-4463937 ...