SAFE & GREEN HOLDINGS CORP.

Previous wording

During the year ended December 31, 2023, we derived substantially all of our revenue from the construction services segment. Total revenue for the year ended December 31, 2023 was $16,523,080 compared to $24,393,946 for the year ended December 31, 2022. Revenue decreased 32% in 2023, compared to the prior year.

Current wording

During the year ended December 31, 2024, we derived substantially all of our revenue from the construction services segment. Total revenue for the year ended December 31, 2024 was $4,976,618 compared to $16,523,080 for the year ended December 31, 2023. Revenue decreased 70% in 2024, compared to the prior year.

Previous wording

Operating loss was $24,772,656 for the year ended December 31, 2023, compared to $7,229,970 for the year ended December 31, 2022, representing an increase of $16,472,799 or 228% in 2023 compared to the prior year.

Current wording

Operating loss was $9,706,615 for the year ended December 31, 2024, compared to $21,749,208 for the year ended December 31, 2023, representing an increase of $12,042,593 or 55% in 2024 compared to the prior year.

Previous wording

Medical revenue operating loss in 2023 was $529,569, as compared to the prior year's operating income of $2,588,830, primarily due to decreased testing samples being collected at our COVID-19 laboratory at LAX airport, partially offset by costs incurred during 2023 for future developments.

Current wording

Medical revenue operating loss in 2024 was $104,174, as compared to the prior year's operating loss of $529,569, primarily due to decreased expenses recognized during 2024.

Previous wording

Corporate and support operating loss increased in 2023, as compared to the prior year, and such increase is primarily due to increased overhead costs in public expenses related to SEC compliance and legal costs, increased payroll due to additional head count in SG Echo and stock compensation in order to retain key employees, increases in IT support and increase in insurance expenses to support our various operations. In addition, an impairment loss of $3,062,000 was recorded for the year ended December 31, 2023.

Current wording

Corporate and support operating loss increased in 2024, as compared to the prior year, and such increase is primarily due to increased overhead costs in public expenses related to SEC compliance and legal costs, increases in IT support and increase in insurance expenses to support our various operations. In addition, an impairment loss of $5,976,445 was recorded for the year ended December 31, 2023 compared to an impairment loss of $1,015,304 recorded for the year ended December 31, 2024.

Previous wording

Interest income for the year ended December 31, 2023 was $119 mainly derived from bank interest. There was $73,821 of interest income for the year ended December 31, 2022. Other income for the year ended December 31, 2023 and 2022 was $783,315 and $403,146, respectively. Other income during 2023 primarily related to a legal settlement in the amount of $450,000. Interest expense for the year ended December 31, 2023 and 2022 was $2,608,683 and $336,239 respectively. The increase in interest expense resulted from additional notes payable entered into during 2023. Loss on asset disposal for the year ended December 31, 2022 was $25,265.

Current wording

Interest income was $119 for the year ended December 31, 2023. Other income for the year ended December 31, 2024 and 2023 was $106,043 and $622,096, respectively. Other income during 2024 primarily related to miscellaneous income. Interest expense for the year ended December 31, 2024 and 2023 was $3,127,179 and $1,430,372 respectively. The increase in interest expense resulted from additional notes payable entered into during 2024. Loss on sales of equity investments for the year ended December 31, 2024 was $320,408. Additionally, during the year ended December 31, 2024 we recognized $6,616,201 of change in fair value of our equity investments.

Previous wording

As of December 31, 2023 and December 31, 2022, we had an aggregate of $17,448 and $582,776, respectively, of cash and cash equivalents. To date, we have financed our operations from revenue generated from operations and sales of our equity and to a lesser extent debt financing.

Current wording

As of December 31, 2024 and December 31, 2023, we had an aggregate of $375,873 and $14,212, respectively, of cash and cash equivalents. To date, we have financed our operations from revenue generated from operations, sales of our equity and debt financing.

Previous wording

As of December 31, 2023, our stockholders’ equity (deficit) was $(6,334,859) compared to $14,439,562 as of December 31, 2022. Our net loss for the years ended December 31, 2023 and 2022 was $26,757,906 and $7,089,242 respectively. Net cash used in operating activities was $7,141,754 and $5,630,614 for the years ended December 31, 2023 and 2022, respectively.

Current wording

As of December 31, 2024, our stockholders’ equity (deficit) was $(12,460,308) compared to $(6,334,859) as of December 31, 2023. Our net loss for the years ended December 31, 2024 and 2023 was $16,979,682 and $26,282,533 respectively. Net cash used in operating activities was $10,898,755 and $6,735,017 for the years ended December 31, 2024 and 2023, respectively.

Previous wording

If we are not successful with our efforts to increase revenue, we will experience, as we have from time to time in the past, a shortfall in cash. If there is a shortfall, we will be forced to reduce operating expenses, among other steps, all of which would have a material adverse effect on our operations going forward. On December 15, 2023, Mr. Galvin voluntarily deferred his salary for the December 15, 2023 and December 31, 2023 pay periods as a cost saving measure. In addition, on December 14, 2023, Mr. Galvin loaned $75,000 to the Company. The loan will be interest free (subject, however to any interest which may be imputed under applicable income tax laws) and is due and payable by December 14, 2024. In addition, we have issued various types of debt to provide funds for operations as set forth below.

Current wording

If we are not successful with our efforts to increase revenue, we will experience, as we have from time to time in the past, a shortfall in cash. If there is a shortfall, we will be forced to reduce operating expenses, among other steps, all of which would have a material adverse effect on our operations going forward. In addition, we have issued various types of debt to provide funds for operations as set forth below.

Previous wording

We will also seek to obtain debt or additional equity financing to meet any cash shortfalls both in the public company or our subsidiaries. The type, timing and terms of any financing we may select will depend on, among other things, our cash needs, the availability of other financing sources and prevailing conditions in the financial markets. However, there can be no assurance that we will be able to secure additional funds if needed and that, if such funds are available, the terms or conditions would be acceptable to us. If we are unable to secure additional financing, further reduction in operating expenses might need to be substantial in order for us to ensure enough liquidity to sustain our operations. Any equity financing would be dilutive to our stockholders. If we incur debt, we will likely be subject to restrictive covenants that significantly limit our operating flexibility and require us to encumber our assets. If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations, take advantage of strategic opportunities, or otherwise respond to competitive pressures will be significantly limited. While the Debenture is outstanding, we are prohibited from entering into any variable rate transactions and from incurring or suffering to exist debt other than certain specified permitted debt. Any of the above limitations could force us to significantly curtail or cease our operations. These circumstances have raised substantial doubt about our ability to continue as a going concern, and continued cash losses may risk our status as a going concern. Our consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Current wording

We will also seek to obtain debt or additional equity financing to meet any cash shortfalls both in the public company or our subsidiaries. The type, timing and terms of any financing we may select will depend on, among other things, our cash needs, the availability of other financing sources and prevailing conditions in the financial markets. However, there can be no assurance that we will be able to secure additional funds if needed and that, if such funds are available, the terms or conditions would be acceptable to us. If we are unable to secure additional financing, further reduction in operating expenses might need to be substantial in order for us to ensure enough liquidity to sustain our operations. Any equity financing would be dilutive to our stockholders. If we incur debt, we will likely be subject to restrictive covenants that significantly limit our operating flexibility and require us to encumber our assets. If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations, take advantage of strategic opportunities, or otherwise respond to competitive pressures will be significantly limited. These circumstances have raised substantial doubt about our ability to continue as a going concern, and continued cash losses may risk our status as a going concern. Our consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Previous wording

On January 5, 2024, SG Building and SG Echo (collectively, the “Merchants”), entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Maison Capital Group (“Maison”) pursuant to which the Merchants sold to Maison $300,000 of their future receivables for a purchase price of $200,000, less underwriting fees and expenses paid, for net funds provided of $190,000.

Current wording

On January 5, 2024, SG Building and SG Echo (together with SG Building, the “Merchants”) entered into a Cash Advance Agreement (the “January Cash Advance Agreement”) with Maison Capital Group (“Maison”) pursuant to which the Merchants sold to Maison $300,000 of their future receivables for a purchase price of $200,000, less underwriting fees and expenses paid, for net funds provided of $190,000.

Previous wording

Pursuant to the Cash Advance Agreement, Maison is expected to withdraw $12,500 a week directly from the Merchants’ bank account until the $300,000 due to Maison under the Cash Advance Agreement is paid. In the event of a default (as defined in the Cash Advance Agreement), Maison, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement. The Merchants’ obligations under the Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them. In addition, SG Building’s obligations under the Cash Advance Agreement have been guaranteed by SG Echo, and SG Echo’s obligations under the Cash Advance Agreement have been guaranteed by SG Building. The amounts outstanding under the Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.

Current wording

Pursuant to the January Cash Advance Agreement, Maison is expected to withdraw $12,500 aweek directly from the Merchants until the $300,000 due to Maison under the January Cash Advance Agreement is paid in full. In the event of a default (as defined in the January Cash Advance Agreement), Maison, among other remedies, can demand payment in full of all amounts remaining due under the January Cash Advance Agreement. The Merchants’ obligations under the January Cash Advance Agreement are secured by a security interest in all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code, now or hereafter owned or acquired by any of them. In addition, SG Building’s obligations under the January Cash Advance Agreement have been guaranteed by SG Echo, and SG Echo’s obligations under the January Cash Advance Agreement have been guaranteed by SG Building Blocks. The amounts outstanding under the January Cash Advance Agreement may be prepaid by the Merchants at any time without penalty.

Previous wording

On January 29, 2024, SG Building and Cedar entered into a fourth cash advance agreement pursuant to which SG Building sold to Cedar $1,733,420 of its future receivables for a purchase price of $1,180,000, less underwriting fees and expenses paid and the repayment of prior amounts due Cedar, for net funds provided of $215,575. Cedar is expected to withdraw $49,150 a week directly from SG Building, until the $1,733,420 due to Cedar is paid in full. In the event of a default (as defined in the cash advance agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the cash advance agreement. SG Building’s obligations under the cash advance agreement have been guaranteed by SG Echo.

Current wording

Pursuant to the Fourth Cash Advance Agreement, Cedar is expected to withdraw $49,150 aweek directly from SG Building until the $1,733,420 due to Cedar under the Fourth Cash Advance Agreement is paid in full. In the event of a default (as defined in the Fourth Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Fourth Cash Advance Agreement. SG Building’s obligations under the Fourth Cash Advance Agreement have been guaranteed by SG Echo. As of December 31, 2024 there wasno outstanding balance on this advance.

Previous wording

On November 20, 2023, SG Building entered into a third cash advance agreement with Cedar pursuant to which SG Building sold to Cedar $511,200 of its future receivables for a purchase price of $360,000, less underwriting fees and expenses paid, for net funds provided of $342,200. Cedar is expected to withdraw $20,300 a week directly from SG Building’s bank account until the $511,200 due to Cedar under the cash advance agreement is paid. In the event of a default (as defined in the cash advance agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement. SG Building ’s obligations under the cash advance agreement have been guaranteed by SG Echo.

Current wording

Pursuant to the July Cash Advance Agreement, Cedar is expected to withdraw $49,150 aweek directly from SG Building until the $1,957,150 due to Cedar under the July Cash Advance Agreement is paid in full. In the event of a default (as defined in the July Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the July Cash Advance Agreement. SG Building’s obligations under the July Cash Advance Agreement have been guaranteed by SG Echo. As of December 31, 2024 the principal balance on this advance was $1,059,983.

Previous wording

The Factoring Agreement provides that upon acceptance of an account receivable for purchase SouthStar will pay to SG Echo eighty percent (80%) of the face amount of the account receivable, or such lesser percentage as agreed by the parties. SG Echo will also pay to SouthStar one and 95/100 percent (1.95%) of the face amount of the accounts receivable for the first twenty-five (25) day period after payment for the accounts receivable is transmitted to SouthStar plus one and 25/100 percent (1.25%) for each additional fifteen (15) day period or part thereof, calculated from the date of purchase until payments received by SouthStar in collected funds on the purchased accounts receivable equals the purchase price of the accounts receivable, plus all charges due SouthStar from SG Echo at the time. An additional one and 50/100 percent (1.50%) per fifteen (15) day period will be charged for invoices exceeding sixty (60) days from advance date. The Factoring Agreement provides that SG Echo may require additional funding from SouthStar (an “Overadvance”) and SouthStar may provide the Overadvance in its sole discretion. In the event of an Overadvance, SG Echo will pay SouthStar an amount equal to three and 90/100 percent (3.90%) of the amount of the Overadvance for the first twenty-five (25) day period after the Overadvance is transmitted to SouthStar plus two and 50/100 percent (2.50%) for each additional fifteen (15) day period or part thereof until payments received by SouthStar in collected funds equals the amount of the Overadvance, plus all charges due SouthStar from SG Echo at the time.

Current wording

The Factoring Agreement provides that upon acceptance of an account receivable for purchase SouthStar will pay to SG Echo eighty percent (80%) of the face amount of the account receivable, or such lesser percentage as agreed by the parties. SG Echo will also pay to SouthStarone and 95/100 percent (1.95%) of the face amount of the accounts receivable for the first twenty-five (25) day period after payment for the accounts receivable is transmitted to SouthStar plusone and 25/100 percent (1.25%) for each additional fifteen (15) day period or part thereof, calculated from the date of purchase until payments received by SouthStar in collected funds on the purchased accounts receivable equals the purchase price of the accounts receivable, plus all charges due SouthStar from SG Echo at the time. An additionalone and 50/100 percent (1.50%) perfifteen (15) day period will be charged for invoices exceeding sixty (60) days from advance date. The Factoring Agreement provides that SG Echo may require additional funding from SouthStar (an “Overadvance”) and SouthStar may provide the Overadvance in its sole discretion. In the event of an Overadvance, SG Echo will pay SouthStar an amount equal tothree and 90/100 percent (3.90%) of the amount of the Overadvance for the first twenty-five (25) day period after the Overadvance is transmitted to SouthStar plustwo and 50/100 percent (2.50%) for each additional fifteen (15) day period or part thereof until payments received by SouthStar in collected funds equals the amount of the Overadvance, plus all charges due SouthStar from SG Echo at the time.

Previous wording

The Factoring Agreement has an initial term of thirty-six (36) months from the first day of the month following the date the first purchased accounts receivable is purchased. Unless terminated by SG Echo, not less than sixty (60) but not more than ninety (90) days before the end of the initial term, the Factoring Agreement will automatically extend for an additional thirty-six (36) months. SG Echo is required to provide the same not less than sixty (60) but not more than ninety (90) days notice during any and all renewal terms in order to terminate the Factoring Agreement, and if no notice is provided, the renewal term will extend for an additional thirty-six (36) month period.

Current wording

The Factoring Agreement has an initial term ofthirty-six (36) months from the first day of the month following the date the first purchased accounts receivable is purchased. Unless terminated by SG Echo, not less than sixty (60) but not more than ninety (90) days before the end of the initial term, the Factoring Agreement will automatically extend for an additional thirty-six (36) months. SG Echo is required to provide the same not less than sixty (60) but not more than ninety (90) days notice during any and all renewal terms in order to terminate the Factoring Agreement, and if no notice is provided, the renewal term will extend for an additional thirty-six (36) month period.

Previous wording

If SouthStar has not purchased accounts receivable in a quarterly period during any initial or renewal term which exceed fifty percent (50%) of the Facility Amount per calendar quarter, in which $250,000.00 of the purchased accounts each month must be with a specific customer of the Company. (“Minimum Amount”), the Factoring Agreement provides that SG Echo will pay to SouthStar, on demand, an additional amount equal to what the charges provided for elsewhere in the Factoring Agreement would have been on the Minimum Amount assuming the number of days from the date of purchase of the Minimum Amount until receipt of payment of the Minimum Amount is thirty one (31) days, less the actual charges paid by SG Echo to SouthStar during such period.

Current wording

If SouthStar has not purchased accounts receivable in a quarterly period during any initial or renewal term which exceed fifty percent (50%) of the Facility Amount per calendar quarter, in which $250,000.00 of the purchased accounts each month must be with a specific customer of the Company. (“Minimum Amount”), the Factoring Agreement provides that SG Echo will pay to SouthStar, on demand, an additional amount equal to what the charges provided for elsewhere in the Factoring Agreement would have been on the Minimum Amount assuming the number of days from the date of purchase of the Minimum Amount until receipt of payment of the Minimum Amount isthirty one (31) days, less the actual charges paid by SG Echo to SouthStar during such period.

Previous wording

On March 5, 2024, the we issued a Promissory Note (“Note”) in favor of 1800 Diagonal Lending LLC (the “Lender”) in the aggregate principal amount of $149,500 (the “Principal”), and an accompanying Securities Purchase Agreement, dated March 5, 2024 (the “SPA”).

Current wording

On March 5, 2024, we issued a Promissory Note (“Note”) in favor of 1800 Diagonal Lending LLC (the “Lender”) in the aggregate principal amount of $149,500 (the “Principal”), and an accompanying Securities Purchase Agreement, dated March 5, 2024 (the “SPA”).

Previous wording

The Note was purchased by the Lender for a purchase price of $130,000, representing an original issue discount of $19,500. A one-time interest charge of ten percent (10%) (the “Interest Rate”) will be applied on the issuance date to the Principal. Under the terms of the Note, beginning on April 15, 2024, we are required to make nine monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $18,272,23. We have a five business day grace period with respect to each payment. Any amount of principal or interest on this Note which is not paid when due will bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). We have the right to accelerate payments or prepay in full at any time with no prepayment penalty.

Current wording

The Note was purchased by the Lender for a purchase price of $130,000, representing an original issue discount of $19,500. Aone-time interest charge often percent (10%) (the “Interest Rate”) will be applied on the issuance date to the Principal. Under the terms of the Note, beginning on April 15, 2024, we are required to make nine monthly payments of accrued, unpaid interest and outstanding principal, subject to adjustment, in the amount of $18,272,23. We have afive business day grace period with respect to each payment. Any amount of principal or interest on this Note which is not paid when due will bear interest at the rate oftwenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). We have the right to accelerate payments or prepay in full at any time with no prepayment penalty.

Previous wording

After an Event of Default, at any time following the six month anniversary of the Note, the Lender will have the right, to convert all or any part of the outstanding and unpaid amount of the Note into shares of the Company’s common stock at a conversion price equal to the greater of $0.08 or 65% multiplied by the lowest closing bid price during the 10 trading days prior to the conversion date (representing a discount rate of 35%). The Note may not be converted into shares of our common stock if the conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock. In addition, unless we obtain shareholder approval of such issuance, we shall not issue a number of shares of its common stock under Note, which when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Rule 5635(d), would exceed 19.99% of the shares of our common stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion Limitation”). Upon the occurrence of an Event of Default as a result of us being delisted from Nasdaq, the Conversion Limitation shall no longer apply.

Current wording

After an Event of Default, at any time following thesix month anniversary of the Note, the Lender will have the right, to convert all or any part of the outstanding and unpaid amount of the Note into shares of the Company’s common stock at a conversion price equal to the greater of $0.08 or 65% multiplied by the lowest closing bid price during the 10 trading days prior to the conversion date (representing a discount rate of 35%). The Note may not be converted into shares of our common stock if the conversion would result in the Lender and its affiliates owning an aggregate of in excess of 4.99% of the then outstanding shares of our common stock. In addition, unless we obtain shareholder approval of such issuance, we shall not issue a number of shares of its common stock under Note, which when aggregated with all other securities that are required to be aggregated for purposes of Nasdaq Rule 5635(d), would exceed 19.99% of the shares of our common stock outstanding as of the date of definitive agreement with respect to the first of such aggregated transactions (the “Conversion Limitation”). Upon the occurrence of an Event of Default as a result of us being delisted from Nasdaq, the Conversion Limitation shall no longer apply.

Previous wording

Operating activities used net cash of $7,141,754 during the year ended December 31, 2023, and $5,630,614 during the year ended December 31, 2022. Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital. Cash used in operating activities increased by approximately $1,092,821 primarily due to a decrease in working capital due in part to decreases in accounts payable with the additions of operations of new entities, SG DevCorp. and SG Echo, from the corresponding period of the prior years. In addition, we had an increase of approximately $411,787 in stock-based compensation and an increase in the overall net loss of approximately $18,475,379, during the year ended December 31, 2023 compared to the year ended December 31, 2022. The December 31, 2023 amount is due to a net loss of $26,757,906, adjusted by depreciation expense of $370,525, amortization of intangible assets of $187,640, impairment of $3,189,877, bad debt expense of $491,388, amortization of deferred license costs of $40,785, amortization of debt issuance costs of $994,923, SG DevCorp issuances of $684,438, amortization of right-of-use asset of $2,433,865, plus common stock issued for services of $653,575, stock-based compensation of $3,210,631, and a decrease in accounts receivable of $606,315, contract assets of $25,639, inventories of $309,048, prepaid expenses and other current assets of $96,432,; added by increase in liability of $5,761,194 of accounts payable and accrued expenses, contract liabilities of $1,057,422 less decrease in other current liability of $5,795 and lease liability of $2,859,852.

Current wording

Operating activities used net cash of $10,898,755 during the year ended December 31, 2024, and $6,735,017 during the year ended December 31, 2023. Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital. Cash used in operating activities increased by approximately $4,163,738 primarily due to a decrease in working capital due in part to decreases in accounts payable with the addition of operations of new entity, SG Echo, from the corresponding period of the prior years. In addition, we had a decrease of approximately $2,016,052 in stock-based compensation and a decrease in the overall net loss of approximately $5,462,977, during the year ended December 31, 2024 compared to the year ended December 31, 2023.** The December 31, 2024 amount is due to a net loss of $16,979,682, adjusted by depreciation expense of $513,125, amortization of intangible assets of $13,668, impairment of $1,566,806, write off of project development costs of $266,129,amortization of deferred license costs of $30,589, amortization of debt issuance costs of $676,819, gain on deconsolidation of $4,637,013,increase of right-of-use asset of $971,833, plus change in fair value of equity method investment of $6,616,201,loss on sale of equity method investment $320,408, stock-based compensation of $1,194,597,and a decrease in accounts receivable of $77,274, contract assets of $8,209, inventories of $314,956, prepaid expenses and other current assets of $136,194,; added by increase in liability of $1,300,172 of accounts payable and accrued expenses, intangible assets of $23,920 less decrease of contract liabilities of $770,916 **and lease liability of $1,338,557. Additionally, during the year ending December 31, 2024 there was $1,594 net cash used in discontinued operations.

Previous wording

Investing activities used net cash of $864,817 during the year ended December 31, 2023, and $3,853,298 during the year ended December 31, 2022. Cash used in investing activities decreased by $2,988,480 from the corresponding period of the prior year. The December 31, 2023 amount is due to $608,004 purchase of property, plant and equipment, $120,781 project development costs, purchase of intangible assets of $93,970 and $42,662 investment in and advances to equity affiliates.

Current wording

Investing activities received net cash of$6,702 during the year ended December 31, 2024, and $864,817 during the year ended December 31, 2023. Cash used in investing activities decreased by $871,520 from the corresponding period of the prior year. The December 31, 2024 amount is due to $13,946 purchase of fixed assets, $125,000 received from sale of equity investment, and $104,352 used in discontinued operations

Previous wording

Financing activities provided net cash of $7,441,243 during the year ended December 31, 2023, and provided net cash of $2,957,693 during the year ended December 31, 2022. Cash provided by financing activities increased by approximately $4,064,232. December 31, 2023 amount is due to $9,639,640 proceeds from short-term note payable, $780,812 proceeds from long-term notes payable, less $3,704,129 payment of short-term notes payable, $394,735 from the issuance of common stock, $46,417 distribution paid to non-controlling interest, and $42,716 repurchase of common stock.

Current wording

Financing activities provided net cash of $11,253,714 during the year ended December 31, 2024, and provided net cash of $7,031,990 during the year ended December 31, 2023. Cash provided by financing activities increased by approximately $4,221,724. December 31, 2024 amount is due to $7,273,044 proceeds from short-term note payable, $2,104,868 proceeds from inducement agreement, less $5,834,000 payment of short-term notes payable, $3,590,386 from the issuance of common stock, $125 from warrant exercise, $28,867 related to peak put, and $3,596,211 provided by discontinued operations.

Previous wording

Backlog may fluctuate significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as revenue. The decrease in backlog at December 31, 2023 is primarily attributable to revenue being recognized during the year ended December 31,2023.We expect our backlog revenue will be realized by December 31, 2024.

Current wording

Backlog may fluctuate significantly due to the timing of orders or awards for large projects and is not necessarily indicative of future backlog levels or the rate at which backlog will be recognized as revenue. The decrease in backlog at December 31, 2024 is primarily attributable to revenue being recognized during the year ended December 31, 2024.We expect our backlog revenue will be realized by December 31, 2025.

Previous wording

Goodwill. Goodwill represents the excess of reorganization value over the fair value of identified net assets upon emergence from bankruptcy. In accordance with the accounting guidance on goodwill, Safe & Green performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying value. Our evaluation of goodwill completed during the year ended December 31, 2023, resulted in $1,309,330 worth of impairment loss.

Current wording

Goodwill. Goodwill represents the excess of reorganization value over the fair value of identified net assets upon emergence from bankruptcy. In accordance with the accounting guidance on goodwill, Safe & Green performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying value. Our evaluation of goodwill completed during the year ended December 31, 2024, resulted in $0 worth of impairment loss.

Previous wording

Intangible assets –Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $115,632 of website costs that are being amortized over 5 years. We evaluated intangible assets for impairment during the year ended December 31, 2023, and determined that there are $1,880,547 worth of impairment losses.

Current wording

Intangible assets –Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $68,344 of trademarks, and $238,422 of website costs that are being amortized over 5 years. The Company evaluated intangible assets for impairment during the years ended December 31, 2024 and 2023 and determined that there are $0 of impairment loss for the year ended December 31, 2024 and $1,880,547 impairment loss for the year ended December 31, 2023. The accumulated amortization and amortization expense as of and for the year ended December 31, 2024 was $63,392 and $44,256, respectively. The accumulated amortization and amortization expense for the years ended December 31, 2023 was $2,852,929 and $187,640 respectively.

Previous wording

Our measurements of EBITDA and Adjusted EBITDA may not be comparable to similar titled measures reported by other companies. Other companies, including other companies in our industry, may not use such measures or may calculate one or more of the measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness as a comparative measure. EBITDA and Adjusted EBITDA are not measurements of financial performance under GAAP and should not be considered as an alternative to net income (loss) attributable to common stockholders, or any other measures of financial performance derived in accordance with GAAP. We do not consider these non-GAAP measures to be substitutes for or superior to the information provided by our GAAP financial results. . The non-GAAP information should be read in conjunction with our consolidated financial statements and related notes.

Current wording

Our measurements of EBITDA and Adjusted EBITDA may not be comparable to similar titled measures reported by other companies. Other companies, including other companies in our industry, may not use such measures or may calculateone or more of the measures differently than as presented in this Quarterly Report on Form 10-Q, limiting their usefulness as a comparative measure. EBITDA and Adjusted EBITDA are not measurements of financial performance under GAAP and should not be considered as an alternative to net income (loss) attributable to common stockholders, or any other measures of financial performance derived in accordance with GAAP. We do not consider these non-GAAP measures to be substitutes for or superior to the information provided by our GAAP financial results. . The non-GAAP information should be read in conjunction with our consolidated financial statements and related notes.