Financial Performance - The company reported a net loss of $16,979,682 for the fiscal year ended December 31, 2024, compared to a net loss of $26,282,533 in 2023[72]. - Cash used in operations for the year ended December 31, 2024 was $10,898,755, primarily due to the net loss[74]. - The company has incurred losses since inception and is uncertain if revenue will grow sufficiently to outpace increasing expenses[111]. - As of December 31, 2024, the company had cash and cash equivalents totaling $375,873, a significant decrease from $14,212 in 2023[72]. Customer Concentration Risk - Revenue from three customers accounted for approximately 83% of total revenue for the year ended December 31, 2024, highlighting customer concentration risk[90]. - As of December 31, 2024, 100% of gross accounts receivable were due from three customers, indicating a high customer concentration risk[99]. Going Concern and Financing - The company faces substantial doubt about its ability to continue as a going concern due to ongoing cash losses and reliance on financing[78]. - The company may need to raise additional capital to fund operations, but there is no assurance that such capital will be available on acceptable terms[82]. - The company has used proceeds from short-term notes payables and warrants to finance operations during the fiscal year[74]. Operational Risks - The company has fully impaired its goodwill as of December 31, 2024, with a prior impairment of $1,309,330 in 2023[81]. - The company relies on a limited number of key personnel, and the loss of any executive could adversely affect operations[89]. - The company relies on key materials vendors for product supply, and any inability to obtain materials could adversely affect business operations[100]. - The company faces risks related to protecting proprietary manufacturing processes, which are crucial for maintaining competitive advantage[93]. - The company’s profitability is highly sensitive to changes in sales volume and production levels due to a fixed cost structure[96]. - The company may face challenges in managing growth effectively, which could strain resources and impact financial performance[104]. Legal and Regulatory Risks - The company is subject to potential legal proceedings that could negatively impact profitability and cash flows[92]. - The company is subject to various government regulations that could delay projects and increase expenses, negatively impacting operations[125]. - Environmental, health, and safety regulations could impose significant liabilities and operational costs on the company[109]. Market and Economic Conditions - The construction industry is highly cyclical and seasonal, which causes fluctuations in revenues and operating results, expected to continue in the future[118]. - The availability of financing for construction projects is critical, and reduced access to such financing could negatively impact the company's earnings[121]. - The company may face adverse economic conditions, including high inflation and geopolitical events, which could negatively impact financial condition and liquidity[117]. Stock and Compliance Issues - The Company received a deficiency letter from Nasdaq on November 7, 2023, indicating that its common stock did not maintain a minimum closing bid price of $1.00 per share for 30 consecutive business days[127]. - As of December 31, 2023, the Company's stockholders' equity was reported at ($6,334,859), below the Nasdaq minimum requirement of $2.5 million[129]. - Nasdaq granted the Company an extension until November 12, 2024, to regain compliance with Rule 5550(b)(1)[129]. - The Company completed a reverse stock split on May 2, 2024, to comply with Nasdaq's Minimum Bid Requirement[133]. - Future delisting from Nasdaq could adversely affect the Company's ability to attract new investors and raise capital[131]. Shareholder and Trading Issues - The Company has outstanding options and warrants to purchase 341,220 and 5,809,799 shares of Common Stock, respectively, which may dilute existing stockholders' ownership[143]. - The Company does not expect to pay dividends in the foreseeable future, intending to retain earnings for business development and expansion[146]. - The company's common stock may be classified as penny stock if it trades below $5.00, which could hinder trading activity and make it difficult for shareholders to sell their shares[149]. - The common stock is occasionally thinly traded, leading to potential difficulties for shareholders in selling shares at desired prices[151]. - Trading activity in the company's shares may be minimal or non-existent for extended periods, affecting liquidity[151]. - The company is relatively unknown to stock analysts and institutional investors, which contributes to its thin trading volume[151]. Tax and Valuation - As of December 31, 2024, the company had tax net operating loss carryforwards totaling approximately $60.9 million, with $54 million available to offset up to 80% of future taxable income each year[116]. - The company had a valuation allowance of approximately $20 million related to net operating loss carryforwards that may not be utilized[116]. Competition and Workforce - Increased competition for qualified employees may lead to higher wage costs, adversely affecting financial condition[95]. - Increased competition in the construction industry may require the company to enhance selling incentives or reduce prices, adversely affecting profits[123]. - The company faces cybersecurity risks that could adversely affect its business, including potential breaches of sensitive data and operational disruptions[113]. - The company is subject to increased legal and financial compliance costs due to public company requirements, which may divert management's attention[138].

Company Overview - Safe & Green Holdings Corp. is a leading developer, designer, and fabricator of modular structures, focusing on safe and green solutions across various industries [6] - The company supports third-party and in-house developers, architects, builders, and owners in achieving faster execution and greener construction [6] Upcoming Annual Meeting - The 2025 Annual Meeting of Stockholders is scheduled for April 24, 2025, with a record date of March 9, 2025, for determining eligible stockholders [1] - Further details will be provided in the forthcoming proxy statement to be filed with the Securities and Exchange Commission [1] Merger and Acquisition Details - A key agenda item for the 2025 Annual Meeting is the approval for New Asia Holdings Corp. shareholders to convert their non-voting convertible preferred shares into common stock, marking the second phase of the merger with Olenox Corp. and Machfu, Inc. [2] - This merger aims to create a diversified company by integrating Olenox's energy expertise with Machfu's Industrial Internet of Things (IIoT) technology, thereby expanding Safe & Green's footprint in sustainable infrastructure and energy solutions [2] Olenox and Machfu Contributions - Olenox specializes in acquiring and revitalizing underdeveloped oil and gas assets, focusing on distressed fields in Texas, Oklahoma, and Kansas, utilizing proprietary technologies to enhance production efficiency while minimizing environmental impact [3][4] - Machfu provides advanced IIoT solutions that optimize industrial infrastructure, enhance security, and improve operational efficiency through smart automation and data analytics [3][5] Strategic Vision - The merger aligns with the company's long-term strategy to diversify and strengthen its business, with Olenox contributing advanced energy capabilities and Machfu offering cutting-edge digital infrastructure solutions [4]

Core Viewpoint - Safe & Green Holdings Corp. has successfully regained compliance with Nasdaq's continued listing requirements, which is a significant milestone for the company, reflecting its strong business strategy and financial position [1][2]. Company Overview - Safe & Green Holdings Corp. is a leading developer, designer, and fabricator of modular structures, focusing on safe and green solutions across various industries [3]. - The company supports third-party and in-house developers, architects, builders, and owners, enabling faster execution, greener construction, and higher value buildings [3]. Compliance and Future Outlook - The company has received a listing decision from the Nasdaq Hearings Panel, confirming compliance with the minimum equity standard and other criteria for continued listing on The Nasdaq Capital Market [1]. - Safe & Green Holdings is currently in a grace period until June 10, 2025, to regain compliance with Nasdaq's minimum price bid requirement [1]. - The CEO emphasized the importance of maintaining the Nasdaq listing for enhancing credibility with investors and stakeholders, and the company is committed to delivering innovative modular solutions and expanding market presence [2].

Core Viewpoint - Safe & Green Holdings Corp. has successfully regained compliance with Nasdaq's continued listing requirements, which is a significant milestone for the company, reflecting its strong business strategy and financial position [2]. Group 1: Compliance and Listing - The company received a listing decision from the Nasdaq Hearings Panel, confirming compliance with the minimum equity standard and other criteria for continued listing on The Nasdaq Capital Market [1]. - The company is under a grace period until June 10, 2025, to meet Nasdaq's minimum price bid requirement [1]. Group 2: Management's Perspective - The CEO emphasized the importance of maintaining the Nasdaq listing for enhancing credibility with investors and stakeholders, highlighting the team's dedication to growth initiatives and financial stability [2]. - The company is committed to delivering innovative modular solutions, expanding market presence, and driving operational efficiencies to create long-term shareholder value [2]. Group 3: Company Overview - Safe & Green Holdings Corp. specializes in the development, design, and fabrication of modular structures, catering to the demand for safe and green solutions across various industries [3]. - The company supports third-party and in-house developers, architects, builders, and owners in achieving faster execution and greener construction [3].

Core Viewpoint - Safe & Green Holdings Corp. has announced a non-binding Letter of Intent to acquire key assets and business operations of County Line Industrial, LLC, aiming to enhance operational efficiency and expand modular capabilities [1][3][5] Group 1: Acquisition Details - The acquisition is subject to the execution of a definitive Asset Purchase Agreement and customary closing conditions [1] - County Line Industrial is recognized for its expertise in custom-built modular components, precision welding, and on-site installation services [2] - The acquisition is part of Safe & Green's strategic growth plan to create synergies that streamline supply chains and improve profitability [3] Group 2: Strategic Implications - Integrating County Line Industrial's operational expertise with Safe & Green's modular solutions is expected to accelerate time-to-market and enhance production capacity [3][5] - The initiative complements the innovative platforms of Olenox and Machfu.com, positioning the combined businesses for sustainable, long-term value [3] - The company plans to retain essential personnel from County Line Industrial to ensure a smooth transition and maintain customer relationships [4] Group 3: Management Insights - The CEO of Safe & Green Holdings emphasized that the acquisition will enhance operational efficiency and drive long-term growth and value for shareholders [5] - The company is currently conducting comprehensive due diligence and anticipates finalizing the definitive agreement with a target closing in the first half of 2025 [5]

Core Viewpoint - Safe & Green Holdings Corp. has announced a non-binding Letter of Intent to acquire key assets and business operations of County Line Industrial, LLC, aiming to enhance operational efficiency and expand modular capabilities [1][5]. Group 1: Acquisition Details - The acquisition is subject to the execution of a definitive Asset Purchase Agreement and customary closing conditions [1]. - County Line Industrial is recognized for its expertise in custom-built modular components, precision welding, and on-site installation services [2]. - The acquisition is part of Safe & Green's strategic growth plan to create synergies that will streamline supply chains and improve profitability [3]. Group 2: Strategic Implications - By integrating County Line Industrial's operational expertise, the company aims to strengthen production capacity and improve overall efficiency [5]. - The initiative complements the innovative platforms of Olenox and Machfu.com, positioning the combined businesses for sustainable, long-term value [3]. - Safe & Green expects to finalize the definitive agreement with a target closing in the first half of 2025 [5]. Group 3: Personnel and Transition - Safe & Green will secure the continued service of essential personnel from County Line Industrial, ensuring a smooth transition and preservation of customer relationships [4].

Core Viewpoint - Safe & Green Holdings Corp. has entered into a definitive Merger Agreement with New Asia Holdings, Inc. to acquire 100% of its outstanding securities, aiming to enhance its capabilities in sustainable energy and smart industrial automation [1][2]. Group 1: Merger Details - The acquisition will be executed through the issuance of non-voting convertible preferred shares of Safe & Green [2]. - The merger is structured as a two-step sign-and-close transaction, requiring approval from a majority of the Company's common shareholders and regulatory bodies [6]. Group 2: Company Profiles - Olenox Corp. operates in the energy sector with three business units: Oil & Gas Production, Energy Services, and Energy Technologies, focusing on revitalizing underdeveloped energy assets [3]. - Machfu.com specializes in industrial IoT, providing solutions that enhance connectivity and operational efficiency across various industries, with over 20,000 gateways deployed globally [4]. Group 3: Strategic Integration - Post-merger, Safe & Green plans to integrate Olenox's energy assets and Machfu's IoT capabilities with its existing operations, leveraging its modular fabrication expertise [5]. - Management anticipates that the synergies from this merger will drive revenue growth and improve operational efficiencies [5]. Group 4: Leadership Perspective - The CEO of Safe & Green believes that the merger will create a diversified, high-growth company at the intersection of energy and technology, providing a robust foundation for expansion into sustainable energy and digital transformation [6].

Core Viewpoint - Safe & Green Holdings Corp. has announced a merger with New Asia Holdings, Inc. to enhance its capabilities in sustainable energy and industrial IoT sectors [1][2] Group 1: Merger Details - Safe & Green will acquire 100% of NAHD's outstanding securities in exchange for non-voting convertible preferred shares [2] - The merger is structured as a two-step sign-and-close transaction, requiring approval from a majority of the Company's common shareholders and regulatory bodies [6] Group 2: Company Profiles - Olenox Corp. focuses on revitalizing underdeveloped energy assets and has seen significant production growth in distressed oil and gas fields in Texas, Oklahoma, and Kansas [3] - Machfu.com specializes in industrial IoT solutions, with over 20,000 gateways deployed globally, enhancing operational efficiency and real-time analytics for various industries [4] Group 3: Strategic Integration - Post-merger, Safe & Green plans to integrate Olenox's energy assets and Machfu's IoT capabilities with its existing operations, leveraging its modular fabrication expertise [5] - Management anticipates that the merger will drive revenue growth, improve operational efficiencies, and create new value opportunities [5][6]

Core Viewpoint - Safe & Green Holdings Corp. has achieved significant certification upgrades for its SG Echo Waldron facility, enhancing its ability to provide innovative modular solutions in Texas [1][2]. Company Developments - The new certifications allow the company to offer a diverse range of products, including modular homes, industrial buildings, and commercial kitchens, while ensuring compliance with Texas building codes [2]. - The SG Echo Waldron facility is now certified to build industrialized housing, construct industrialized commercial buildings, produce commercial kitchens, and utilize modified shipping containers as structural components [2]. - The certifications reflect the company's commitment to quality, compliance, and innovation, positioning it to better serve customer needs and drive growth [2]. Industry Impact - Modular home construction is held to the same rigorous codes as site-built homes, supported by third-party inspection agencies to ensure high standards of quality and safety [2]. - The integration of shipping containers as structural components emphasizes the company's focus on sustainability and resource efficiency, aiming to redefine the construction industry with environmentally responsible solutions [2].

Core Insights - Safe & Green Holdings Corp. has achieved significant certification upgrades for its SG Echo Waldron facility from the Texas Department of Licensing and Regulation, enhancing its ability to deliver innovative modular solutions across Texas [1][2]. Company Developments - The new certifications allow Safe & Green Holdings to offer a diverse range of products, including modular homes, industrial buildings, commercial kitchens, and the use of modified shipping containers as structural components [2]. - The certifications reflect the company's commitment to quality, compliance, and innovation, ensuring that all products meet Texas' mandatory building codes and design standards [2]. - The integration of shipping containers emphasizes the company's focus on sustainability and resource efficiency, showcasing its technical capabilities [2]. Market Positioning - With the new certifications, Safe & Green Holdings is positioned to drive growth and better serve customers by providing customizable, state-compliant solutions for both residential and commercial applications [2]. - The company supports third-party inspection agencies to guarantee that all products meet the highest standards of quality and safety, similar to site-built homes [2]. Company Overview - Safe & Green Holdings Corp. specializes in the development, design, and fabrication of modular structures, catering to the demand for safe and green solutions across various industries [3]. - The company collaborates with developers, architects, builders, and owners to achieve faster execution and greener construction, ultimately delivering higher value buildings [3].