As filed with the Securities and Exchange Commission on September 17, 2025 Registration No. 333-286850 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 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) (State or other jurisdiction of incorporation or organization) Delaware 5030 95-4463937 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifi ...

Core Viewpoint - Safe & Green Holdings Corp. (SGBX) executed a 64-for-1 reverse stock split to comply with Nasdaq's minimum bid price requirement, aiming to enhance its share price and market presence [1][5]. Company Actions - The reverse stock split consolidated every 64 shares into one, with post-split trading commencing on the Nasdaq Capital Market under the symbol "SGBX" [2][5]. - The new CUSIP number for the common stock is 78418A703, indicating a formal change in the stock's identification [2]. Current Stock Performance - As of the latest trading session, SGBX is priced at $7.17, reflecting a decrease of approximately 10.45%, equating to a drop of $0.84 [3][5]. - The stock's trading range for the day has fluctuated between $7.17 and $7.65, showcasing intraday volatility [3]. - Over the past year, SGBX has experienced significant price volatility, with a high of $122.88 and a low of $0.1229 [3]. Market Capitalization and Trading Volume - The company's market capitalization stands at approximately $89.35 million, representing the total market value of its outstanding shares [4]. - The trading volume for the day is recorded at 40,299 shares, indicating the level of activity in the stock during the trading session [4].

Core Insights - Safe & Green Holdings Corp. has announced an Open Collaborative Framework with OneQode to foster ongoing collaboration [1] Company Overview - Safe & Green Holdings Corp. is recognized as a leading provider of modular solutions and sustainable infrastructure [1] - OneQode is a global technology company known for its high-performance networking and digital infrastructure capabilities [1] Strategic Implications - The establishment of the Open Collaborative Framework aims to enhance the partnership between Safe & Green and OneQode, potentially leading to innovative solutions in the modular and digital infrastructure sectors [1]

As filed with the Securities and Exchange Commission on August 14, 2025 Registration No. 333-286850 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDNMENT NO. 4 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) (State or other jurisdiction of incorporation or organization) Delaware 5030 95-4463937 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identifica ...

PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) Safe & Green Holdings Corp. reported increased assets to **$53.7 million** from acquisitions, but faced a **43%** revenue decline, a **$1.3 million** gross loss, and a **$7.3 million** net loss, raising going concern doubts [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets surged to **$53.7 million** driven by acquisitions, while stockholders' equity improved to **$23.7 million** from a deficit due to stock issuances - Total assets increased dramatically from **$6.1 million** at the end of 2024 to **$53.7 million** as of June 30, 2025, primarily driven by the addition of **$39.1 million** in Goodwill and **$5.1 million** in Oil and Gas assets from recent acquisitions[9](index=9&type=chunk) - The company shifted from a stockholders' deficit of **$(12.5) million** at year-end 2024 to a stockholders' equity of **$23.7 million** at June 30, 2025, mainly due to the issuance of **$3.8 million** in Series A Preferred stock and a significant increase in additional paid-in capital from **$86.1 million** to **$125.7 million** related to acquisitions[9](index=9&type=chunk) Condensed Consolidated Balance Sheet Summary (in thousands) | Account | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $2,767 | $376 | | Total current assets | $4,089 | $1,160 | | Goodwill | $39,136 | $0 | | Oil and gas, net | $3,541 | $0 | | Total Assets | **$53,744** | **$6,072** | | **Liabilities & Equity** | | | | Total current liabilities | $24,851 | $13,810 | | Total liabilities | $30,005 | $18,532 | | Total stockholders' equity (deficit) | $23,739 | $(12,460) | | Total Liabilities and Stockholders' Equity (Deficit) | **$53,744** | **$6,072** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Q2 2025 revenue decreased by **40.5%** to **$721 thousand**, resulting in a gross loss of **$994 thousand** and a widened operating loss of **$3.7 million** - Revenue for Q2 2025 decreased by **40.5%** year-over-year to **$721 thousand**, primarily due to a drop in construction services revenue, resulting in a gross loss of **$994 thousand** from a prior year gross profit of **$117 thousand**[11](index=11&type=chunk) - Operating loss widened to **$3.7 million** in Q2 2025 from **$1.9 million** in Q2 2024, driven by the gross loss and higher general and administrative expenses[11](index=11&type=chunk) Consolidated Statements of Operations Summary (in thousands) | Metric | Q2 2025 (Unaudited) | Q2 2024 (Unaudited) | Six Months 2025 (Unaudited) | Six Months 2024 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | | Total Revenue | $721 | $1,211 | $1,288 | $2,179 | | Gross (Loss) Profit | $(994) | $117 | $(1,318) | $440 | | Operating Loss | $(3,688) | $(1,891) | $(5,520) | $(3,422) | | Net Loss | $(4,574) | $(4,677) | $(7,321) | $(7,475) | | Net Loss Attributable to Common Stockholders | $(4,574) | $(4,677) | $(7,321) | $(9,113) | | Basic and Diluted EPS - Total | $(0.47) | $(3.31) | $(0.92) | $(7.73) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities improved to **$3.2 million**, while investing activities increased to **$2.5 million** due to acquisitions, and financing provided **$8.0 million** from stock issuance - Net cash used in operating activities for the first six months of 2025 was **$3.2 million**, an improvement from **$4.4 million** used in the same period of 2024[17](index=17&type=chunk) - Net cash used in investing activities increased significantly to **$2.5 million** in the first half of 2025, primarily due to **$2.0 million** in cash paid for business combinations[17](index=17&type=chunk) - Net cash provided by financing activities was **$8.0 million** for the six months ended June 30, 2025, largely from **$6.6 million** in proceeds from the issuance of common stock[17](index=17&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes detail corporate events including the NAHD merger, liquidity issues, a going concern warning, financing activities, legal proceedings, and efforts to maintain Nasdaq listing - The company operates in four segments: construction, medical, oil and gas, and environmental, with the oil and gas segment added in 2025 following the NAHD acquisition[23](index=23&type=chunk)[30](index=30&type=chunk) - The company has incurred losses since inception, had negative working capital of **$20.8 million** as of June 30, 2025, and negative operating cash flows, raising substantial doubt about its ability to continue as a going concern[36](index=36&type=chunk) - On February 13, 2025, the company completed a merger with NAHD, issuing **4 million** shares of Series A preferred stock, which primarily drove the increase in goodwill and the addition of the oil and gas segment[22](index=22&type=chunk)[288](index=288&type=chunk) - The company is involved in numerous legal proceedings, both as plaintiff and defendant, related to contract disputes, alleged breaches, and other matters[242](index=242&type=chunk) - Subsequent to quarter end, on July 8, 2025, Nasdaq granted conditional continued listing, requiring a reverse stock split and a closing bid price of at least **$1.00** for 10 consecutive days by August 28, 2025[303](index=303&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=66&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Result%20of%20Operations) Management attributes the **43%** revenue decrease to fewer construction jobs, resulting in a gross loss and increased operating expenses, while addressing going concern doubts and Nasdaq listing efforts Results of Operations Comparison (Six Months Ended June 30, in thousands) | Metric | 2025 | 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $1,288 | $2,179 | -40.9% | | Gross (Loss) Profit | $(1,318) | $440 | N/A | | Operating Loss | $(5,520) | $(3,422) | +61.3% | | Net Loss Attributable to Common Stockholders | $(7,321) | $(9,113) | -19.7% | - The decrease in revenue for H1 2025 was mainly driven by a decrease in construction services due to fewer jobs in progress[354](index=354&type=chunk) - The company has negative operating cash flows and substantial doubt about its ability to continue as a going concern, with management planning to meet capital needs through operations, cost containment, and additional financing[371](index=371&type=chunk)[372](index=372&type=chunk) - The company's backlog was approximately **$1.2 million** as of June 30, 2025, consistent with year-end 2024, though management cautions it is not necessarily indicative of future revenues or earnings[410](index=410&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=79&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This disclosure is not required for the company as it qualifies as a smaller reporting company - The company, as a smaller reporting company, is not required to provide this disclosure[397](index=397&type=chunk) [Controls and Procedures](index=79&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2025, with no material changes to internal control over financial reporting identified - Management concluded that as of June 30, 2025, the company's disclosure controls and procedures were not effective[398](index=398&type=chunk) - No material changes in internal control over financial reporting occurred during the quarter ended June 30, 2025[400](index=400&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=80&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is subject to various legal proceedings arising in the normal course of business, with detailed information incorporated by reference from Note 15 - Information regarding legal proceedings is detailed in Note 15 of the financial statements and incorporated by reference into this section[403](index=403&type=chunk) [Risk Factors](index=80&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces substantial doubt about its going concern ability, high customer concentration, backlog conversion risk, and potential Nasdaq delisting - The company's independent auditors expressed substantial doubt about its going concern ability due to recurring losses, negative working capital of **$20.8 million**, and negative operating cash flows[407](index=407&type=chunk)[408](index=408&type=chunk) - Significant customer concentration risk exists, with one customer representing approximately **81%** of total revenue for the six months ended June 30, 2025[409](index=409&type=chunk) - The company faces a risk of delisting from the Nasdaq Capital Market for failing to meet continued listing requirements, including minimum bid price and stockholders' equity[415](index=415&type=chunk)[417](index=417&type=chunk) - The company's backlog of approximately **$1.2 million** is not necessarily indicative of future revenues or earnings, as contracts can be adjusted, canceled, or suspended by clients[410](index=410&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=83&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported during the period - None reported for the period[421](index=421&type=chunk) [Defaults Upon Senior Securities](index=83&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - None reported for the period[422](index=422&type=chunk) [Mine Safety Disclosures](index=83&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - Not applicable[423](index=423&type=chunk) [Other Information](index=83&type=section&id=ITEM%205.%20Other%20Information) No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the three months ended March 31, 2025 - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the quarter[424](index=424&type=chunk) [Exhibits](index=84&type=section&id=ITEM%206.%20Exhibits) This section provides an index of all exhibits filed with or incorporated by reference in the Form 10-Q, including corporate governance documents and certifications

As filed with the Securities and Exchange Commission on July 28, 2025 Registration No. 333-286850 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) (State or other jurisdiction of incorporation or organization) Delaware 5030 95-4463937 (Primary Standard Industrial Classification Code Number) 990 Biscayne Blvd., Suite 501 Miami, Florida 3313 ...

As filed with the Securities and Exchange Commission on July 25, 2025 Registration No. 333-286850 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDNMENT NO. 3 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) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Delaware 5030 95-4463937 (I.R.S. Employer Identification Number) 990 Biscayne Blvd ...

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]