SAFE & GREEN HOLDINGS CORP.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K (the “Annual Report”) 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 27 A of the Securities Act of 1933, as amended, or the “Securities Act”, and Section 21 E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included under Part I, Item 1 A below. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that the objectives and plans of ours will be achieved. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date on which such statements are made. Any forward-looking statements made by us or on our behalf speak only as of the date they are made, and we do not undertake to update any forward-looking statement that may be made from time to time on our behalf.

As used in this Annual Report, unless the context requires otherwise, references to “Safe & Green”, “the Company”, “we”, “us”, and “our” refer to Safe & Green Holdings Corp. and its subsidiaries, as the context requires.

“Safe & Green TM”, GreenSteel™ and the SG logo are our trademarks. All other trademarks and service marks appearing in this Annual Report are the property of their respective owners.

Unless otherwise stated all shares and per share amounts for all periods presented in this Annual Report have been adjusted to reflect the 1-for-20 reverse stock split we effected on May 2, 2024 (“May Stock Split”).

Summary Risk Factors

Our business and our ability to execute our business strategy are subject to a number of risks of which you should be aware of before you decide to invest in our Company. The following is a summary of the more significant risks relating to the Company. A more detailed description of our risk factors can be found below in Item 1 A. Risk Factors.

Risks Relating to our Financial Position and Capital Requirements

· We could experience a shortfall in cash over the next twelve months.

· Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.

· We have incurred net losses in prior periods and there can be no assurance that we will generate income in the future.

· To date we have not generated revenue from SG Medical Co or SG Environmental Services.

· We will need to raise additional capital to fund our existing operations.

·We must timely register the shares issuable under the Debenture and the Warrant.

·We may not have an adequate number of shares of common stock authorized to complete future equity transactions.

RisksRelating* to our Company*

· Our ability to meet our workforce needs is crucial to our results of operations and future sales and profitability.

· We have a fixed cost base that will affect our profitability if our sales decrease.

· A material disruption of our suppliers or SG Echo’s facilities could prevent us from meeting customer demand.

· A natural disaster, the effects of climate change, or other disruptions at our SG Echo facility could adversely affect us.

· The requirements of being a public company may strain our resources and divert management’s attention.

· We are dependent on the services of key personnel, a few customers and vendors.

· We currently are, and may in the future be, subject to legal proceedings or investigations.

· The loss customers or vendors could have a material adverse effect on us.

RisksRelating* to our Business and Industry*

· Changes in general economic conditions and geopolitical and other conditions may adversely impact our business.

· Limited availability or increases in costs of transportation could adversely affect our business and operations.

· Expansion of our operations may strain resources.

· Our clients may adjust, cancel or suspend the contracts in our backlog.

· Our liability for estimated warranties may be inadequate.

· We can be adversely affected by failures of persons who act on our behalf to comply with applicable regulations.

· The cyclical and seasonal nature of the construction industry causes our revenues and operating results to fluctuate.

· Our business depends on the construction industry and general business, financial market and economic conditions.

· Our business relies on private investment and a slower than expected economy may adversely affect our results.

· A material disruption atone of our suppliers’ facilities could negatively affect our overall financial results.

· We are subject to risks regarding environmental, health and safety laws and regulations.

· Our business may be subject to economic and political risks of vendors obtaining supplies from foreign countries.

· Our operating results will be subject to fluctuations and are inherently unpredictable.

· We are subject to cybersecurity risks.

· We could suffer adverse tax and other financial consequences if we are unable to utilize our net operating loss carryforwards.

RisksRelating to our Common Stock

· Failure to meet the continued listing requirements of the Nasdaq Capital Market could result in a delisting.

· Our stock price has been subject to fluctuations in the past, has recently been volatile and our stock is thinly traded.

· The requirements of being a public company may strain our resources.

· Sales of shares of our common stock, could cause the price of our common stock to decline and result in dilution.

· Certain provisions of Delaware law could discourage, delay or prevent a merger or acquisition at a premium price.

· We have availed ourselves of reduced disclosure requirements, which may make our common stock less attractive.

Item 1.