SAFE & GREEN HOLDINGS CORP.

Previous wording

We operate in the following four segments: (i) construction; (ii) medical; (ii) oil and gas; and (iv) environmental. The construction segment designs and constructs modular structures built in our factories using raw materials that are Made-in-America. In the medical segment we use our modular technology to offer turnkey solutions to medical testing and treatment and generating revenue from medical testing.. The environmental segment, the newest segment, is a sustainable medical and waste management solution that has a patented technology to collect waste and treat waste for safe disposal.

Current wording

We operate in the following four segments: (i) construction; (ii) medical; (iii) oil and gas; and (iv) environmental. The construction segment designs and constructs modular structures built in our factories using raw materials that are Made-in-America. In the medical segment we use our modular technology to offer turnkey solutions to medical testing and treatment and generating revenue from medical testing. The environmental segment, the newest segment, is a sustainable medical and waste management solution that has a patented technology to collect waste and treat waste for safe disposal.

Previous 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.

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’ 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 Delaware 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’ 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

The letter serves as a formal notification that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq. Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its upcoming Panel hearing.

Current wording

The letter served as a formal notification that the Nasdaq Hearings Panel (the “Panel”) would consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq. Pursuant to Listing Rule 5810(d), the Company should present its views with respect to this additional deficiency at its upcoming Panel hearing.

Previous wording

The Company’s hearing to address these matters with the Nasdaq hearing panel is scheduled for June 17, 2025.

Current wording

The Company’s hearing to address these matters with the Nasdaq hearing panel was scheduled for June 17, 2025.

Previous wording

On June 11, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq, stating that the Company has not regained compliance with the Rule and Staff has determined that the Company is not eligible for a second 180 day period. Specifically, the Company has appealed a Staff Delist Determination of a public interest concern in connection with a securities purchase agreement that the Company entered into in April 2025.1 Accordingly, this matter serves as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

Current wording

On June 11, 2025, the Company received a notification letter from the Listing Qualifications Department of Nasdaq, stating that the Company has not regained compliance with the Rule and Staff has determined that the Company is not eligible for a second 180 day period. Specifically, the Company has appealed a Staff Delist Determination of a public interest concern in connection with a securities purchase agreement that the Company entered into in April 2025. Accordingly, this matter served as an additional basis for delisting the Company’s securities from The Nasdaq Stock Market.

Previous wording

On or before July 18, 205, the Company must publicly disclose that it has restructured the terms of its April 2025 offering to eliminate the Class B warrants and provide Nasdaq with confirmation that no shares underlying the Class B warrants were issued.

Current wording

On or before July 18, 2025, the Company must publicly disclose that it has restructured the terms of its April 2025 offering to eliminate the Class B warrants and provide Nasdaq with confirmation that no shares underlying the Class B warrants were issued.

Previous wording

During the six months ended June 30, 2025, we derived revenue primarily from our construction segment. Total revenue for the six months ended June 30, 2025 was $1,287,705 compared to $2,179,369 for the six months ended June 30, 2024. This decrease of $891,664, or approximately 43%, was mainly driven by a decrease in construction services due to less jobs in progress.

Current wording

During the nine months ended September 30, 2025, we derived revenue primarily from our construction segment. Total revenue for the nine months ended September 30, 2025 was $2,338,870 compared to $3,932,592 for the nine months ended September 30, 2024. This decrease of $1,593,722, or approximately 41%, was mainly driven by a decrease in construction services due to less jobs in progress.

Previous wording

Cost of revenue was $2,605,928 for the six months ended June 30, 2025, compared to $1,739,232 for the six months ended June 30, 2024. The increase of $866,696, or an increase of approximately 50%, is primarily related to losses on construction jobs recognized during the six months ended June 30, 2025.

Current wording

Cost of revenue was $3,965,265 for the nine months ended September 30, 2025, compared to $3,618,031 for the nine months ended September 30, 2024. The increase of $347,234, or an increase of approximately 10%, is primarily related to losses on construction jobs recognized during the nine months ended September 30, 2025.

Previous wording

Gross profit (loss) margin percentage decreased to (57)% for the six months ended June 30, 2025 compared to 33% for the six months ended June 30, 2024 primarily due to increased losses on construction jobs recognized during the six months ended June 30, 2025.

Current wording

Gross profit (loss) margin percentage decreased to (70)% for the nine months ended September 30, 2025 compared to 8% for the nine months ended September 30, 2024 primarily due to increased losses on construction jobs recognized during the nine months ended September 30, 2025.

Previous wording

Payroll and related expenses for the six months ended June 30, 2025 were $1,293,532 compared to $2,386,066 for the six months ended June 30, 2024. This decrease was primarily caused by a decrease in the vesting of restricted stock units during the six months ended June 30, 2025 as compared to the prior year period.

Current wording

Payroll and related expenses for the nine months ended September 30, 2025 were $2,062,589 compared to $3,507,118 for the nine months ended September 30, 2024. This decrease was primarily caused by a decrease in the vesting of restricted stock units during the nine months ended September 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 six months ended June 30, 2025 were $2,908,007 compared to $1,475,688 for the six months ended June 30, 2024. This increase was due to an overall increase in operating expenses spend during the six months ended June 30, 2025.

Current wording

Other operating expenses (general and administrative expenses and marketing and business development expenses) for the nine months ended September 30, 2025 were $4,338,504 compared to $1,829,370 for the nine months ended September 30, 2024. This increase was due to an overall increase in operating expenses spend during the nine months ended September 30, 2025.

Previous 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.

Current wording

During the three months ended September 30, 2025, we derived revenue primarily from our construction segment. Total revenue for the three months ended September 30, 2025 was $1,051,165 compared to $1,753,223 for the three months ended September 30, 2024. This decrease of $702,058, or approximately 40%, was mainly driven by a decrease in construction services due to less jobs in progress.

Previous 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.

Current wording

Cost of revenue was $1,359,337 for the three months ended September 30, 2025, compared to $1,878,799 for the three months ended September 30, 2024. The decrease of $519,462, or a decrease of approximately 28%, is primarily related to losses on construction jobs recognized during the nine months ended September 30, 2025.

Previous wording

Gross profit (loss) margin percentage decreased to (57)% for the three months ended June 30, 2025 compared to 33% for the three months ended June 30, 2024 primarily due to increased losses on construction jobs recognized during the three months ended June 30, 2025.

Current wording

Gross loss margin percentage decreased to (29)% for the three months ended September 30, 2025 compared to (7)% for the three months ended September 30, 2024 primarily due to increased losses on construction jobs recognized during the three months ended September 30, 2025.

Previous 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.

Current wording

Payroll and related expenses for the three months ended September 30, 2025 were $769,057 compared to $1,761,827 for the three months ended September 30, 2024. This decrease was primarily caused by a decrease in the vesting of restricted stock units during the three months ended September 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 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.

Current wording

Other operating expenses (general and administrative expenses and marketing and business development expenses) for the three months ended September 30, 2025 were $1,430,497 compared to $353,682 for the three months ended September 30, 2024. This increase was due to an overall increase in operating expenses spend during the three months ended September 30, 2025.

Previous 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.

Current wording

There was $2,543,106 of other income for the three months ended September 30, 2025, and $2,652 recognized for the three months ended September 30, 2024. The amount recognized during the three months ended September 30, 2025 resulted from a legal settlement as well as employee retention credits received. Interest expense for the three months ended September 30, 2025 and 2024 was $553,087 and $864,007, respectively. The decrease in interest expense resulted from an increase in notes payable balances during the three months ended September 30, 2025. There was a change in fair value of equity-based investments of $0 and $139,808 recognized for the three months ended September 30, 2025 and 2024, respectively. Interest income for the three months ended September 30, 2025 and 2024 was $117,044 and $0, respectively. The increase resulted from additional interest bearing accounts during 2025. During the three months ended September 30, 2025, the Company recognized a loss on conversion of notes payable in the amount of $4,915,209.

Previous wording

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

Current wording

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

Previous 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.

Current wording

As of September 30, 2025 and December 31, 2024, we had an aggregate of $3,021,757 and $375,873, respectively, of cash and cash equivalents and short-term investments.

Previous 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.

Current wording

We continue to generate losses from operations. As of September 30, 2025, our stockholders’ equity was $24,935,557 compared to $(12,460,308) as of December 31, 2024, and we had an accumulated deficit of $111,168,493, compared to $98,532,083 as of December 31, 2024. Our net loss attributable to our common stockholders for the nine months ended September 30, 2025 was $12,636,410 and net cash used in operating activities was $3,817,995.

Previous 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.

Current wording

Operating activities used net cash of $3,817,995 during the nine months ended September 30, 2025, and used net cash of $9,915,916 during the nine months ended September 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 $6,097,921.

Previous 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.

Current wording

Investing activities used net cash of $2,468,180 during the nine months ended September 30, 2025, and $401,448 net cash during the nine months ended September 30, 2024 an increase in cash used of $2,066,732. This amount resulted from $388,339 in purchases of property and equipment, $186,000 used for equity-based investment, $2,000,000 paid for business acquisitions and $77,013 cash received in business combination.

Previous 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.

Current wording

Financing activities provided net cash of $8,932,059 and $10,560,109 during the nine months ended September 30, 2025 and 2024, respectively. This amount resulted from $6,635,294 from the issuance of common stock, $1,358,376 in repayments of short-term notes payable, and proceeds of $3,654,231 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 six months ended June 30, 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 nine months ended September 30, 2025 or 2024.

Previous 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.

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 nine months ended September 30, 2025 and 2024 was $85,913 and $10,251, respectively. The accumulated amortization as of September 30, 2025 and December 31, 2024 was $91,351 and $63,392, respectively.