SAFE & GREEN HOLDINGS CORP.

Previous wording

In connection withour acquisition of NAHD we now operate in the oil and gas industry. During 2024, NAHD acquired Olenox Corp. (“Olenox”), a Wyoming corporation. Olenox is an advanced energy company with three vertically integrated business units: Oil & Gas Production, Energy Services, and Energy Technologies. The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging proprietary plasma pulse and ultrasonic cleaning tools to enhance production efficiency while reducing environmental impact. Olenox’s strategic focus on distressed oil and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success in the energy sector. Additionally, during 2024, NAHD acquired Machfu, Inc. (“Machfu”), a Delware corporation. Olenox is an advanced energy company with three vertically integrated business units: Oil & Gas Production, Energy Services, and Energy Technologies. The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging proprietary plasma pulse and ultrasonic cleaning tools to enhance production efficiency while reducing environmental impact. Olenox’s strategic focus on distressed oil and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success in the energy sector.

Current wording

In connection with our acquisition of NAHD we now operate in the oil and gas industry. During 2024, NAHD acquired Olenox Corp. (“Olenox”), a Wyoming corporation. Olenox is an advanced energy company with three vertically integrated business units: Oil & Gas Production, Energy Services, and Energy Technologies. The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging proprietary plasma pulse and ultrasonic cleaning tools to enhance production efficiency while reducing environmental impact. Olenox’s strategic focus on distressed oil and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success in the energy sector. Additionally, during 2024, NAHD acquired Machfu, Inc. (“Machfu”), a Delware corporation. Olenox is an advanced energy company with three vertically integrated business units: Oil & Gas Production, Energy Services, and Energy Technologies. The company specializes in acquiring and revitalizing underdeveloped energy assets, leveraging proprietary plasma pulse and ultrasonic cleaning tools to enhance production efficiency while reducing environmental impact. Olenox’s strategic focus on distressed oil and gas fields in Texas, Oklahoma, and Kansas has resulted in significant production growth, positioning the company for long-term success in the energy sector.

Previous wording

During the three months ended March 31, 2025, we derived revenue primarily from our construction segment. Total revenue for the three months ended March 31, 2025 was $566,354 compared to $968,115 for the three months ended March 31, 2024. This decrease of $401,761, or approximately 41%, was mainly driven by a decrease in construction services due to less jobs in progress.

Current wording

During the three months ended June 30, 2025, we derived revenue primarily from our construction segment. Total revenue for the three months ended June 30, 2025 was $721,351 compared to $1,211,254 for the three months ended June 30, 2024. This decrease of $489,903, or approximately 43%, was mainly driven by a decrease in construction services due to less jobs in progress.

Previous wording

Cost of revenue was $890,109 for the three months ended March 31, 2025, compared to $644,983 for the three months ended March 31, 2024. The increase of $245,126, or a increase of approximately 38%, is primarily related to the recognition of a reversal of construction losses on construction services during the three months ended March 31, 2024.

Current wording

Cost of revenue was $1,715,819 for the three months ended June 30, 2025, compared to $1,094,249 for the three months ended June 30, 2024. The increase of $621,570, or a increase of approximately 50%, is primarily related to losses on construction jobs recognized during the six months ended June 30, 2025.

Previous wording

Payroll and related expenses for the three months ended March 31, 2025 were $555,738 compared to $1,251,982 for the three months ended March 31, 2024. This decrease was primarily caused by a decrease in the vesting of restricted stock units during the three months ended March 31, 2025 as compared to the prior year period.

Current wording

Payroll and related expenses for the three months ended June 30, 2025 were $737,794 compared to $1,134,084 for the three months ended June 30, 2024. This decrease was primarily caused by a decrease in the vesting of restricted stock units during the three months ended June 30, 2025 as compared to the prior year period.

Previous wording

Other operating expenses (general and administrative expenses and marketing and business development expenses) for the three months ended March 31, 2025 were $952,489 compared to $601,733 for the three months ended March 31, 2024. This increase was due to an overall increase in operating expenses spend during the three months ended March 31, 2025.

Current wording

Other operating expenses (general and administrative expenses and marketing and business development expenses) for the three months ended June 30, 2025 were $1,955,518 compared to $873,955 for the three months ended June 30, 2024. This increase was due to an overall increase in operating expenses spend during the three months ended June 30, 2025.

Previous wording

There was $9,570 of interest income for the three months ended March 31, 2024 and $48,617 of other income for the three months ended March 31, 2024, of which there were no amounts recognized for the three months ended March 31, 2025. Interest expense for the three months ended March 31, 2025 and 2024 was $603,126 and $716,671, respectively. The increase in interest expense resulted from an increase in notes payable balances during the three months ended March 31, 2025. There was a change in fair value of equity-based investments of $311,560 and $3,112,803 recognized for the three months ended March 31, 2025 and 2024, respectively. Additionally, there was $180,600 loss on sales of equity investments recognized during the three months ended March 31, 2024.

Current wording

There was $49,873 of other income for the three months ended June 30, 2025, and $135,365 recognized for the three months ended June 30, 2024. Interest expense for the three months ended June 30, 2025 and 2024 was $935,963 and $823,509, respectively. The increase in interest expense resulted from an increase in notes payable balances during the three months ended June 30, 2025. There was a change in fair value of equity-based investments of $0 and $2,097,822 recognized for the three months ended June 30, 2025 and 2024, respectively.

Previous wording

Our operations for the three months ended March 31, 2025 and 2024 may not be indicative of our future operations.

Current wording

Our operations for the six months ended June 30, 2025 and 2024 may not be indicative of our future operations.

Previous wording

As of March 31, 2025 and December 31, 2024, we had an aggregate of $230,509 and $375,873, respectively, of cash and cash equivalents and short-term investments.

Current wording

As of June 30, 2025 and December 31, 2024, we had an aggregate of $2,767,210 and $375,873, respectively, of cash and cash equivalents and short-term investments.

Previous wording

We continue to generate losses from operations. As of March 31, 2025, our stockholders’ equity was $21,076,387 compared to $(12,460,308) as of December 31, 2024, and we had an accumulated deficit of $101,278,751, compared to $98,532,083 as of December 31, 2024. Our net loss attributable to our common stockholders for the three months ended March 31, 2025 was $2,746,668 and net cash used in operating activities was $1,308,920.

Current wording

We continue to generate losses from operations. As of June 30, 2025, our stockholders’ equity was $23,739,021 compared to $(12,460,308) as of December 31, 2024, and we had an accumulated deficit of $105,852,621, compared to $98,532,083 as of December 31, 2024. Our net loss attributable to our common stockholders for the six months ended June 30, 2025 was $7,320,538 and net cash used in operating activities was $3,179,546.

Previous wording

Operating activities used net cash of $1,308,920 during the three months ended March 31, 2025, and used net cash of $4,434,361 during the three months ended March 31, 2024. Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital. Cash used in operating activities decreased by approximately $3,124,551.

Current wording

Operating activities used net cash of $3,179,546 during the six months ended June 30, 2025, and used net cash of $6,001,442 during the six months ended June 30, 2024. Generally, our net operating cash flows fluctuate primarily based on changes in our profitability and working capital. Cash used in operating activities decreased by approximately $2,821,895.

Previous wording

Investing activities used net cash of $182,663 during the three months ended March 31, 2025, and $304,426 net cash during the three months ended March 31, 2024 a decrease in cash used of $121,763. This amount resulted from $73,228 in purchases of property and equipment, $186,000 used for equity-based investment and $77,013 cash received in business combination.

Current wording

Investing activities used net cash of $2,473,834 during the six months ended June 30, 2025, and $265,669 net cash during the six months ended June 30, 2024 an increase in cash used of $2,208,165. This amount resulted from $1,364,847 in purchases of property and equipment, $186,000 used for equity-based investment, $1,000,000 paid for a business acquisition and $77,013 cash received in business combination.

Previous wording

Financing activities provided net cash of $1,346,219 during thethree months ended March 31, 2025. Financing activities provided $5,388,824 net cash during thethree months ended March 31, 2024. This amount resulted from $335,373 in repayments of short-term notes payable, proceeds of $1,681,592 from the issuances of short-term notes payable.

Current wording

Financing activities provided net cash of $8,044,717 and $7,245,44 during the six months ended June 30, 2025 and 2024, respectively. This amount resulted from $6,635,294 from the issuance of common stock, $1,634,809 in repayments of short-term notes payable, and proceeds of $3,044,232 from the issuances of short-term notes payable.

Previous wording

Goodwill – The Company 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 values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. There were no impairments during the three months ended March 31, 2025 or 2024.

Current wording

Goodwill – The Company 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 values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. There were no impairments during the six months ended June 30, 2025 or 2024.

Previous wording

Intangible assets* –*Intangible assets consist of $74,960 of website costs that are being amortized over 5 years and patents of $801,207 that are being recognized over 7 years. The amortization expense for the three months ended March 31, 2025 and 2024 was $15,058 and $3,417, respectively. The accumulated amortization as of March 31, 2025 and December 31, 2024 was $66,809 and $63,392, respectively.

Current wording

Intangible assets*–*Intangible assets consist of $75,050 of website costs that are being amortized over 5 years and patents of $801,207 that are being recognized over 7 years. The amortization expense for the six months ended June 30, 2025 and 2024 was $62,076 and $6,834, respectively. The accumulated amortization as of June 30, 2025 and December 31, 2024 was $70,227 and $63,392, respectively.