Safe & Green Development Corp
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
RENX$0.92+7.9%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-15.
0001213900-25-076933
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110837
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 71 current paragraphs.
35 unchanged; 24 reworded; 12 added; 33 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 31 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
July 2025 Equity Offering and Related Agreements
Current report
The July 2025 Purchase Agreement provided the investors with a 75-day right of first refusal to participate in any proposed sale of our equity or debt securities, subject to certain exceptions, and prohibited us during that period from entering into any transaction that could interfere with or substitute for a proposed $100 million private-placement financing (the “Treasury Opportunity”) to establish a cryptocurrency treasury reserve. The investors were required to present such an opportunity within three business days of signing, with Dawson James Securities, Inc. serving as exclusive placement agent. The agreement further established specific milestones for presenting, documenting, and consummating a Treasury Opportunity; if those milestones were not met (a “Treasury Opportunity Failure”), the investors’ right of first refusal and related restrictions expired.
Current report
Concurrently, we entered into a consulting agreement with Bill Panagiotakopoulos, appointing him as executive consultant at an annual salary of $200,000 to assist in pursuing the Treasury Opportunity. The consulting agreement provided for automatic resignation upon the occurrence of a Treasury Opportunity Failure or if certain representations were found to be materially inaccurate. If a Treasury Opportunity were successfully consummated, Mr. Panagiotakopoulos would become Chief Executive Officer at a $200,000 annual salary and receive a restricted-stock award for 300,000 shares under the Company’s 2023 Incentive Compensation Plan, vesting 50% upon issuance and the remainder quarterly over eighteen months, subject to an amendment to increase the number of shares available under the plan.
Current report
In connection with the July 2025 Purchase Agreement, we entered into a forbearance agreement with the assignees of the Arena Debentures, under which the assignees agreed to forbear from exercising rights or remedies relating to certain defaults until sixty-one days after any Treasury Opportunity Failure. We retained a sixty-day period following any such failure to redeem or arrange the purchase of the outstanding Arena Debentures at 115% of principal. Unless and until a Treasury Opportunity Failure occurred, we were restricted from redeeming or arranging the purchase of the Arena Debentures.
Current report
The use of proceeds from the July 2025 Purchase Agreement was designated as follows: $100,000 to reimburse deferred expenses incurred by the Company’s Chief Executive Officer, $200,000 to pay outstanding legal fees, and the remaining proceeds for working-capital purposes, subject to Mr. Panagiotakopoulos’s reasonable consent.
Current report
August 2025 Expiration of Right of First Refusal and Termination of Consulting Agreement
Current report
On August 26, 2025, we provided written notice to the investors under the July 2025 Purchase Agreement that their right of first refusal to participate in any proposed sale of equity or debt securities had expired in accordance with its terms. The expiration occurred because the investors did not present a qualifying $100 million private placement financing (the “Treasury Opportunity”) within three business days of signing, no related letter of intent was received or executed, and no such transaction was consummated within the applicable 30-day period.
Current report
As a result of the Treasury Opportunity failure, the consulting agreement between the Company and Bill Panagiotakopoulos, dated July 29, 2025, terminated pursuant to its terms, and Mr. Panagiotakopoulos’ resignation as our consultant became effective.
Current report
October 2025 Private Placement
Current report
On October 16, 2025, we entered into a securities purchase agreement (the “October Purchase Agreement”) with institutional investors (the “October Purchasers”) for the issuance and sale in a private placement transaction (the “October Private Placement”) of 360,000 shares of a newly designated series of Series B Non-Voting Convertible Preferred Stock (the “Series B Preferred Stock”) convertible at an initial conversion price of $1.36 per share into 6,617,647 shares of common stock (the “Conversion Shares”) and common warrants (the “October Warrants”) to purchase up to 6,617,647 shares of common stock (the “October Warrant Shares”) exercisable at an initial exercise price of $1.36 per share, subject, among other things, to adjustment, shareholder approval and certain beneficial ownership limitations set by each holder, for a combined purchase price of $25.00 for each share of Series B Preferred Stock and accompanying October Warrant, which pricing was designed to be in accordance with the “Minimum Price” requirement as defined in the Nasdaq rules. The Private Placement closed on October 17, 2025 (the “Closing Date”). The net proceeds to us from the Private Placement were approximately $8.175 million, after deducting placement agent fees and the payment of other offering expenses associated with the offering that were payable by the Company.
Current report
Marketing and business development expenses for nine months ended September 30, 2025 were $407,105 compared to $374,031 for the nine months ended September 30, 2024. This increase of $33,074 in expenses resulted primarily from increased spend in marketing activities during 2025.
Current report
During the nine months ended September 30, 2025 and 2024, interest income decreased by $14,653 and $0 of interest income. This decrease is due to the reversal of accrued interest on loans due to uncertainty of collectability of the Cumberland note (?) for the nine months ended September 30, 2025.
Removed paragraphs (33)
Previous report
Introduction and Certain Cautionary Statements
Previous report
Arena Investors
Previous report
As of April 4, 2025, the Company entered into a First Amendment to the Securities Purchase Agreement with Arena Special Opportunities Partners II, LP and affiliated funds (collectively, the “Arena Investors”) in connection with the third tranche closing of its private placement offering. Pursuant to this tranche, the Company issued 10% original issue discount convertible debentures in the aggregate principal amount of $555,555 to the Arena Investors for a purchase price of $500,000. The debentures bear interest at 10% per annum, paid-in-kind monthly, and mature eighteen months from the date of issuance. Upon the effectiveness of a registration statement covering the securities issuable under the third tranche (the “Third Registration Statement Effectiveness Date”), the Arena Investors are required to fund an additional $500,000, and the outstanding principal of the debentures will increase by $555,555.
Previous report
The debentures are convertible into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $1.6215 and (ii) 92.5% of the lowest daily volume-weighted average price (VWAP) during the ten trading days preceding the applicable conversion date, subject to a floor price of $0.90 and customary anti-dilution adjustments. Based on the floor price, a maximum of 461,043 shares of common stock are issuable upon conversion. The Company also issued to the Arena Investors warrants to purchase up to 461,043 shares of common stock on the same date.
Previous report
On April 4, 2025, the Company and the Arena Investors entered into a Registration Rights Agreement, requiring the Company to register the shares underlying the third tranche debentures and warrants. The Company is required to use its reasonable best efforts to have the registration statement declared effective within 75 calendar days of April 4, 2025, or within 150 days in the event of a full SEC review. These deadlines were modified by subsequent agreements between the parties as described below.
Previous report
In addition, the Company and the Arena Investors entered into a Global Amendment to prior warrants issued on August 12, 2024, and October 25, 2024, to adjust the exercise price to be the lesser of $1.6215 or 92.5% of the lowest VWAP during the ten trading days immediately preceding the Third Registration Statement Effectiveness Date, subject to customary adjustments.
Previous report
Maxim Group LLC served as financial advisor for the transaction and received a $30,000 advisory fee. The Company also reimbursed $20,000 in legal fees incurred by the Arena Investors in connection with the closing.
Previous report
Peak One
Previous report
On June 26, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor, pursuant to which it issued a 10% convertible debenture in the principal amount of $172,500 for a purchase price of $155,000, reflecting a 10% original issue discount. In connection with the closing, the Company paid the investor a $5,000 non-accountable fee to cover transactional expenses and issued a total of 100,000 restricted shares of common stock as commitment shares. The debenture is unsecured, matures twelve months from issuance, and bears interest at 10% per annum payable on maturity. The debenture is subordinated to the Company’s outstanding 10% Original Issue Discount Secured Convertible Debentures previously issued to Arena Investors.
Previous report
The debenture becomes convertible at the investor’s option on or after the earlier of March 23, 2026, or the date the Arena Debentures are extinguished. The conversion price is equal to the closing price of the Company’s common stock on the trading day immediately preceding the conversion date, subject to adjustments and a floor price of $0.19. In the event of default, the investor may accelerate the debenture at a 110% premium to the outstanding amount and increase the interest rate to a maximum of 18% per annum. The debenture also prohibits the Company, subject to limited exceptions, from entering into additional variable rate transactions or incurring senior or secured debt until the debenture is fully repaid.
Previous report
Additionally, on June 26, 2025, the Company entered into a separate Waiver and Consent with Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP (the “Arena Holders”), to waive certain defaults under the Securities Purchase Agreement dated August 12, 2024 (as amended April 4, 2025), the Arena Debentures issued in August and October 2024 and April 2025, and the related Registration Rights Agreement. The waivers pertain to registration obligations required to be fulfilled under those agreements. The waiver expired on July 19, 2025, if the Company does not file the relevant registration statement by that date.
Previous report
In consideration for the Arena Debenture Waiver, the Company increased the outstanding aggregate principal balance of the Arena Debentures from $1,874,723.51 to $1,921,092.60, reflecting a 2.5% increase. The Company also agreed to issue restricted shares of common stock equal to 5% of the increased principal amount of each Arena Debenture, calculated based on the lowest single-day volume-weighted average price of the Company’s common stock during the five trading days preceding June 26, 2025. The share issuances are to be completed on or before July 18, 2025.
Previous report
Resource Group Amendment
Previous report
On June 2, 2025, the Company entered into an amendment to the Membership Interest Purchase Agreement, originally dated February 25, 2025, with Resource Group US Holdings LLC and its equityholders, in connection with the Company’s acquisition of 100% of the membership interests of Resource Group. Under the amended terms, the purchase price consisted of: (i) $480,000 in aggregate principal amount of unsecured 6% promissory notes, payable on the first anniversary of the closing; (ii) restricted shares of the Company’s common stock equal to 19.99% of the outstanding shares on the date the original agreement was executed; and (iii) 1,500,000 shares of a newly designated Series A Convertible Preferred Stock, which are non-voting and, subject to stockholder approval and compliance with Nasdaq listing requirements, convertible into 9,000,000 restricted shares of the Company’s common stock.
Previous report
The acquisition closed on June 2, 2025.
Previous report
St. Mary’s Update
Previous report
On June 23, 2025, the Company entered into an amendment to the Balloon Payment Promissory Note dated November 15, 2024, originally issued by Pigmental LLC (the “Borrower”) in favor of the Company in the principal amount of $960,672. Upon execution of the amendment, the Borrower paid the Company an extension fee of $40,000. The amendment revised the payment schedule under the note to provide for: (i) a second payment of $250,000 due on or before July 30, 2025 (subject to a 30-day extension if the Borrower provides proof of funds and the Company consents), and (ii) a final payment of $670,672 due on or before October 30, 2025 (or November 29, 2025, if the second payment is extended).
Previous report
The amendment also provides for automatic acceleration of all outstanding obligations under the note if any scheduled payment is not made on time. Additional events of default include the Borrower’s default under any other obligations in excess of $50,000, the occurrence of a material adverse change in the Borrower’s financial condition, and failure to cooperate in perfecting the Company’s security interests.
Previous report
July 29th Private Placement
Previous report
The July 29th Purchase Agreement provides the Investors with a right of first refusal (the “ROFR”) for 75 which expires upon: (i) the failure of the Investors to present to the Company within three (3) business days of the July 29th Purchase Agreement a $100,000,000 or greater private placement financing with a third-party (the “Treasury Opportunity”) with Dawson James Securities, Inc. as the exclusive placement agent, to establish a cryptocurrency treasury reserve; (ii) the failure of the Company to enter into an letter of intent (“Letter of Intent”) with a third-party for a $100,000,000 or greater Treasury Opportunity within fifteen (15) business days of the date the Treasury Opportunity is presented to the Company; or (iii) the failure of the Company to consummate a $100,000,000 or greater Treasury Opportunity thirty (30) days from the execution of the Letter of Intent (each, a “Treasury Opportunity Failure”).
Previous report
From the date of the July 29th Purchase Agreement until the date of a Treasury Opportunity Failure, the July 29th Purchase Agreement also provides that the Company will not enter into, or agree to, enter into, any agreement, or engage in or otherwise pursue any discussions, negotiations, and/or other activities, with any third party concerning any transaction or potential transaction that would result in gross proceeds to the Company in excess of $2,000,000, regardless of the form or structure of such transaction, that would or could reasonably be expected to preclude, interfere with, impede, delay, or serve as a substitute for or alternative to the consummation of the Treasury Opportunity.
Previous report
Pursuant to the July 29th Purchase Agreement, the Company entered into a consulting agreement with Bill Panagiotakopoulos, pursuant to which the Company appointed him as an executive to explore the Treasury Opportunity and agreed to appoint him to the Company’s Board of Directors as a Class II Director. The Consulting Agreement provides that if: (i) there is a Treasury Opportunity Failure; or (ii) the Company reasonably determines that the information set forth in the Officers & Directors Questionnaire provided by Mr. Panagiotakopoulos is incorrect in any material respect (each, a “Resignation Trigger Event”), Mr. Panagiotakopoulos will immediately resign as Executive Consultant to the Company and as a Director of the Company and the Company will have no further payment obligations to him. As a condition of his appointment, Mr. Panagiotakopoulos provided the Company with an irrevocable contingent letter of resignation as Executive Consultant to the Company and as a Director effective upon the occurrence of a Resignation Trigger Event.
Previous report
In addition, from and after the date of a Treasury Opportunity Failure, until the one-year anniversary thereof, the Company is prohibited from entering into or agreeing to enter into any agreement relating to a potential transaction similar to the Treasury Opportunity with any party first introduced to the Company by Bill Panagiotakopoulos in connection with a potential Treasury Opportunity pursuant to the July 29th Purchase Agreement.
Previous report
In the event that a Treasury Opportunity transaction is consummated by the Company, the July 29th Purchase Agreement provides that Mr. Panagiotakopoulos will be appointed as Chief Executive Officer of the Company.
Previous report
Marketing and business development expenses for six months ended June 30, 2025 were $240,439 compared to $201,811 for the three months ended June 30, 2024.
Previous report
Bad Debt Expense
Previous report
During the six months ended June 30, 2025 and 2024, we incurred $47,672 and $0 of interest income. This increase of $47,672 resulted from a notes receivable balance during the six months ended June 30, 2025.
Previous report
Financing Activities
Previous report
***Arena Private Placement.***On August 12, 2024, the Company entered into a Securities Purchase Agreement, dated August 12, 2024 (the “Arena Purchase Agreement”) with the purchasers named therein (“Arena Investors”), related to a private placement offering (the “Arena Offering”) of up to five tranches of secured convertible debentures to Arena Investors in the aggregate principal amount of $10,277,777 (the “Arena Debentures”) together with warrants to purchase a number of shares of the Company’s common stock equal to 20% of the total principal amount of the Arena Debentures sold divided by 92.5% of the lowest daily VWAP (as defined in the Purchase Agreement) for the Company’s common stock during the ten consecutive trading day period preceding the respective closing dates (the “Arena Warrants”).
Previous report
The closing of the first tranche was consummated on August 12, 2024 (the “First Closing Date”) and the Company issued to Arena Investors 10% original issue discount secured convertible debentures in principal amount of $1,388,888.75 (the “First Closing Arena Debentures”) and a warrant (the “First Closing Arena Warrants”) to purchase up to 1,299,242 shares of the Company’s common stock (64,962 as adjusted for the Stock Split). The First Closing Arena Debentures were sold to Arena Investors for a purchase price of $1,250,000, representing an original issue discount of ten percent (10%). In connection with the closing, the Company reimbursed Arena Investors $55,000 for its legal fees and expenses and placed $250,000 in escrow, to be released to the Company upon the First Registration Statement Effectiveness Date (as defined in the Purchase Agreement).
Previous report
On October 25, 2024, the Company closed the second tranche of its private placement offering (the “Offering”) with Arena Special Opportunities Partners II, LP, Arena Special Opportunities (Offshore) Master, LP, Arena Special Opportunities Partners III, LP, and Arena Special Opportunities Fund, LP (collectively, the “Arena Investors”) under a Securities Purchase Agreement, dated August 12, 2024, as amended on August 30, 2024 (the “Purchase Agreement”), between the Company and the Arena Investors, pursuant to which the Company issued 10% convertible debentures (the “Second Closing Debentures”) in the aggregate principal amount of Two Million Two Hundred Twenty-Two Thousand Two Hundred and Twenty-Two Dollars ($2,222,222) to the Arena Investors and warrants (the “Second Closing Warrants”) to purchase up to 170,892 shares (the “Warrant Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”).
Previous report
On April 4, 2025, the Company entered into an amendment (the “First Amendment”) to the Arena Purchase Agreement in connection with the closing of the third tranche of its private placement offering with Arena Investors pursuant to which the Company issued 10% convertible debentures (the “Third Closing Debentures”) in the aggregate principal amount of Five Hundred Fifty Five Thousand Five Hundred Fifty Dollars ($555,555) to Arena Investors. The Third Closing Debentures were sold to the Arena Investors for a purchase price of $500,000, representing an original issue discount of ten percent (10%). For additional information, see the section above titled “Recent Developments.”
Previous report
***Arena ELOC.***On August 12, 2024, we also entered into an Purchase Agreement (the “Arena ELOC”) with Arena Business Solutions Global SPC II, LTD (“Arena Global”), pursuant to which the Company shall have the right, but not the obligation, to direct Arena Global to purchase up to $50,000,000.00 (the “Maximum Commitment Amount”) in shares of the Company’s common stock in multiple tranches upon satisfaction of certain terms and conditions contained in the Arena ELOC, which includes, but is not limited to, filing a registration statement with the SEC and registering the resale of any shares sold to Arena Global. As of August 8, 2025, the Arena ELOC has been terminated.
Reworded paragraphs (24)
Previous wording
The risks and uncertainties included here are not exhaustive or necessarily in order of importance. Other sections of this report and other reports we file with the SEC include additional factors that could affect our business and financial performance, including discussed in “Part II – Item 1A. Risk Factors” to this Quarterly Report on Form 10-Q as well as the Risk Factors set forth in our 2024 10-K. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.
Current wording
The risks and uncertainties included here are not exhaustive or necessarily in order of importance. Other sections of this report and other reports we file with the SEC include additional factors that could affect our business and financial performance, including discussed in “Part II – Item 1A. Risk Factors” to this Quarterly Report on Form 10-Q as well as the Risk Factors set forth in our 2024 10-K and subsequent SEC filings. New risk factors emerge from time to time, and it is not possible for management to predict all such risk factors.
Previous wording
Safe and Green Development Corporation is a Delaware corporation, originally formed in 2021 under the name SGB Development Corp., to engage in real property development using purpose-built, prefabricated modules constructed from both wood and steel. From its inception through 2023, the Company’s operations primarily focused on the acquisition, entitlement, and development of residential properties in high-growth markets across the United States. These efforts included the direct acquisition of land, strategic investments in real estate entities, and joint venture partnerships targeting green, single-family and multifamily housing projects.
Current wording
Safe and Green Development Corporation is a Delaware corporation, originally formed in 2021 under the name SGB Development Corp., to engage in real property development using purpose-built, prefabricated modules constructed from both wood and steel. From our inception through 2023, our operations primarily focused on the acquisition, entitlement, and development of residential properties in high-growth markets across the United States. These efforts included the direct acquisition of land, strategic investments in real estate entities, and joint venture partnerships targeting green, single-family and multifamily housing projects.
Previous wording
In 2023 and early 2024, the Company expanded its strategy by investing in real estate-related artificial intelligence (“AI”) technologies and entering into additional joint ventures in the Southern Texas market aimed at developing sustainable single-family housing. The Company also announced plans to monetize its real estate holdings by selling properties where third-party appraisals indicated meaningful value appreciation, with proceeds to be reinvested into its operations or used to fund project-level or corporate activities.
Current wording
In 2023 and early 2024, we expanded our strategy by investing in real estate-related artificial intelligence (“AI”) technologies and entering into additional joint ventures in the Southern Texas market aimed at developing sustainable single-family housing. We also announced plans to monetize its real estate holdings by selling properties where third-party appraisals indicated meaningful value appreciation, with proceeds to be reinvested into its operations or used to fund project-level or corporate activities.
Previous wording
In June 2025, the Company completed its acquisition of Resource Group US Holdings LLC (“Resource Group”), which marked a significant strategic shift in the Company’s core business. Resource Group, through its subsidiaries, is a vertically integrated, full-service operator in the engineered soils and organic recycling industry. Its operations center on the transformation of targeted organic green waste materials into environmentally friendly soil and mulch products. Resource Group also provides comprehensive green waste logistics and collection services through its owned fleet of high-capacity transportation equipment.
Current wording
In June 2025, we completed our acquisition of Resource Group US Holdings LLC (“Resource Group”), which marked a significant strategic shift in our core business. Resource Group, through its subsidiaries, is a vertically integrated, full-service operator in the engineered soils and organic recycling industry. Its operations center on the transformation of targeted organic green waste materials into environmentally friendly soil and mulch products. Resource Group also provides comprehensive green waste logistics and collection services through its owned fleet of high-capacity transportation equipment.
Previous wording
While Resource Group is expected to serve as the Company’s primary operational focus going forward, the Company will also continue to optimize and operate its legacy real estate assets and joint venture interests. In connection with this dual-track strategy, the Company is evaluating the most efficient path to manage its property portfolio while supporting the growth and operational scale of Resource Group.
Current wording
While Resource Group is expected to serve as our primary operational focus going forward, we also currently intend to continue to optimize and operate our legacy real estate assets and joint venture interests. In connection with this dual-track strategy, we are evaluating the most efficient path to manage our property portfolio while supporting the growth and operational scale of Resource Group.
Previous wording
On July 29, 2025, we entered into a Securities Purchase Agreement, dated June 29, 2025 (the “July 29th Purchase Agreement”), with two investors (the “Investors”), pursuant to which the Company sold to the Investors in a private placement priced at-the-market consistent with Nasdaq rules 309,691 shares of its common stock at a purchase price equal to $0.9094, which was greater than the Nasdaq Official Closing Price immediately preceding the signing of the July 29th Purchase Agreement, together with pre-funded warrants exercisable for 173,681 shares of its common stock at a purchase price of $0.9094 less the $0.0001 exercise price, and five-year warrants to purchase 483,372 shares of its common stock (with an exercise price of $0.9094 per share) at a purchase price of $0.125 per Warrant. for aggregate gross proceeds of $560,422.
Current wording
On July 29, 2025, we entered into a Securities Purchase Agreement with two investors (the “July 2025 Purchase Agreement”) pursuant to which it sold 309,691 shares of common stock at $0.9094 per share, together with pre-funded warrants exercisable for 173,681 shares of common stock at an exercise price of $0.0001 per share, and five-year warrants to purchase 483,372 shares of common stock at $0.9094 per share. The warrants were sold at $0.125 per warrant, resulting in aggregate gross proceeds of approximately $560,422. Dawson James Securities, Inc. acted as financial adviser in connection with the offering and received 150,000 restricted shares of common stock and a $20,000 expense reimbursement.
Previous wording
The July 29th Purchase Agreement provides that upon the completion of the proposed $100,000,000 Treasury Opportunity, the Company, with the permission of Resource Group US Holdings LLC, a Florida limited liability company, and the former members of Resource Group (the “Resource Group Equityholders”), will use its best efforts to unwind the transactions effected by the Membership Interest Purchase Agreement, dated February 25, 2025, with Resource Group and the Resource Group Equityholders, as amended on June 2, 2025, such that, among other things, all of the 1,500,000 shares of the Company’s non-voting Series A Convertible Preferred Stock issued to the Resource Group Equityholders will be cancelled.
Current wording
The July 2025 Purchase Agreement also contemplated that, following the completion of a Treasury Opportunity, we would seek, with the consent of Resource Group US Holdings LLC and its former equityholders, to unwind the transactions effected by the Membership Interest Purchase Agreement dated February 25, 2025 (as amended June 2, 2025), including cancellation of 1.5 million shares of non-voting Series A Convertible Preferred Stock previously issued to the Resource Group equityholders.
Previous wording
To facilitate the Offering, the Company entered into a Waiver and Consent agreement with Arena Business Solutions Global SPC II, LTD, effective June 17, 2025. Under the agreement, Arena Business Solutions Global provided a one-time waiver of its rights under its existing Securities Purchase Agreement with the Company, allowing the Company to engage in a single variable rate transaction for a thirty-day period. In consideration, the Company issued Arena Business Solutions Global a five-year pre-funded warrant exercisable for 300,000 shares of common stock at a strike price of $0.0001 per share.
Current wording
Additionally, effective July 29, 2025, we entered into a waiver and consent with Arena Business Solutions Global SPC II, LTD, which waived certain rights under existing agreements to permit the offering pursuant to the July 2025 Purchase Agreement. In consideration for the waiver and consent, we issued a five-year pre-funded warrant exercisable for 100,000 shares of common stock at a nominal exercise price of $0.0001 per share.
Previous wording
During the three months ended June 30, 2025 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $1,402,511. For the three months ended March 31, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $42,162. This increase of $1,360,349 resulted from the acquisition of Resource Group during the three months ended June 30, 2025.
Current wording
During the three months ended September 30, 2025, we generated revenues of $3,515,708 primarily from the sale of materials, including compost, engineered soils, and mulch, as well as from the collection, processing, and disposal of organic and construction-related waste. For the three months ended September 30, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $81,210. This increase of $3,434,498 resulted from the June 2025 acquisition of Resource Group and additional sales resulting from the newly acquired companies.
Previous wording
Payroll and related expenses for the three months ended June 30, 2025 were $685,975 compared to $595,645 for the three months ended June 30, 2024. This increase of $90,330 in expenses resulted primarily from increased payroll as a result of the Resource acquisition during the three months ended June 30, 2025.
Current wording
Payroll and related expenses for the three months ended September 30, 2025 were $1,038,146 compared to $521,305 for the three months ended September 30, 2024. This increase of $516,841 in expenses resulted primarily from increased payroll as a result of the June 2025 Resource Group acquisition.
Previous wording
Marketing and business development expenses for three months ended June 30, 2025 were $156,778 compared to $132,6610 for the three months ended June 30, 2024.
Current wording
Marketing and business development expenses for three months ended September 30, 2025 were $166,666 compared to $172,220 for the three months ended September 30, 2024.
Previous wording
General and administrative expenses for three months ended June 30, 2025 were $1,611,549 compared to $216,829 for the three months ended June 30, 2024. This increase of $1,394,720 resulted primarily from the increased cost of professional fees in relation of being a public company, as well as an increase in professional fees from various activities and impairment of our intangible assets.
Current wording
General and administrative expenses for three months ended September 30, 2025 were $2,036,116 compared to $778,448 for the three months ended September 30, 2024. This increase of $1,257,668 resulted primarily from the increased cost of professional fees in relation of being a public company, as well as an increase in professional fees from various activities and impairment of our intangible assets.
Previous wording
During the six months ended June 30, 2025 and 2024, we incurred $1,784,845 and $1,631,814 of interest expense. This increase of $153,031 resulted from an increase in the balance of our notes payable.
Current wording
During the three months ended September 30, 2025 and 2024, we incurred $2,004,260 and $951,239 of interest expense. This increase of $1,053,021 resulted from an increase in the balance of our notes payable.
Previous wording
During the three months ended June 30, 2025 and 2024, we incurred $23,984 and $0 of interest income. This increase of $23,984 resulted from a notes receivable balance during the three months ended June 30, 2025.
Current wording
During the three months ended September 30, 2025 and 2024, we removed $62,325 and $0 of interest income. This derease of $62,294 due to the reversal of accrued interest on loans due to uncertainty of collectability during the three months ended September 30, 2025.
Previous wording
Results of Operations for the Six Months Ended June 30, 2025 and Six Months Ended June 30, 2024
Current wording
Results of Operations for the Nine Months Ended September 30, 2025 and Nine Months Ended September 30, 2024
Previous wording
During the six months ended June 30, 2025 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $1,420,681. For the six months ended June 30, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $91,978. This increase of $1,328,703 resulted from the acquisition of Resource Group during the six months ended June 30, 2025.
Current wording
During the nine months ended September 30, 2025, we generated revenues of $4,936,388 primarily from the sale of materials, including compost, engineered soils, and mulch, as well as from the collection, processing, and disposal of organic and construction-related waste. Revenues also included proceeds from converting a portion of collected waste into saleable materials. For the nine months ended September 30, 2024 we generated revenues from commissions on residential real estate purchases and sale transactions amounting to $173,188. This increase of $4,763,200 resulted from the acquisition of Resource Group during the nine months ended September 30, 2025.
Previous wording
Payroll and related expenses for the six months ended June 30, 2025 were $1,137,426 compared to $2,611,732 for the three six ended June 30, 2024. This decrease of $1,474,306 in expenses resulted primarily from the recognition of vesting of restricted stock units during the six months ended June 30, 2024.
Current wording
Payroll and related expenses for the nine months ended September 30, 2025 were $2,175,571 compared to $3,133,037 for the nine ended September 30, 2024. This decrease of $957,466 in expenses resulted primarily from the recognition of vesting of restricted stock units during the nine months ended September 30, 2024.
Previous wording
General and administrative expenses for six months ended June 30, 2025 were $2,346,669 compared to $683,084 for the six months ended June 30, 2024. This increase of $1,663,585 resulted primarily from the increased cost of professional fees in relation of being a public company, as well as an increase in professional fees from various activities, and impairment of our intangible assets.
Current wording
General and administrative expenses for nine months ended September 30, 2025 were $4,382,785 compared to $1,461,531 for the nine months ended September 30, 2024. This increase of $2,921,254 resulted primarily from an increase in professional fees from various activities, impairment of our intangible asset, and additional expenses from the acquisition of Resource Group now being recognized.
Previous wording
Bad debt expense for the three months ended June 30, 2025 was $3,025,000 compared to $0 for the three months ended June 30, 2024. This increase of $3,025,000 resulted directly from the uncertainty of collectability of the Cumberland note receivable.
Current wording
Bad debt expense for the nine months ended September 30, 2025 was $3,025,000 compared to $0 for the nine months ended September 30, 2024. This increase of $3,025,000 resulted directly from the uncertainty of collectability of the Cumberland note receivable.
Previous wording
During the three months ended June 30, 2025 and 2024, we incurred $830,196 and $1,065,818 of interest expense. This decrease of $235,621 resulted from an decrease in the balance of our notes payable.
Current wording
During the nine months ended September 30, 2025 and 2024, we incurred $3,789,105 and $2,583,053 of interest expense. This increase of $1,206,052 resulted from an increase in the balance of our notes payable.
Previous wording
We have generated limited revenue and have incurred significant net losses in each year since inception. For the six months ended June 30, 2025, we incurred a net loss of $7,903,950 as compared to a net loss of $5,036,486 for the six months ended June 30, 2024. We expect to incur increasing losses in the future. As of June 30, 2025 and December 31, 2024, we had cash of $403,086 and $296,202, respectively. Prior to us becoming a public company, our operations were primarily being funded through advances from SG Holdings and we had been largely dependent upon SG Holdings for funding. We have recently funded our operations through bridge note financing, project level financing, and the issuance of our equity and debt securities. We intend to finance Resource Group’s expansion and our operations from the proceeds of future financings, and/or sale proceeds from properties that are sold. Additional financing will be required to continue operations, which may not be available at acceptable terms, if at all. If we are unable to obtain additional funding when it becomes necessary, we would likely be forced to delay, reduce, or terminate some or all of our operating activities, including selling some of our properties. There is no guarantee we will be successful in raising capital outside of our current sources. These and other factors raise substantial doubt about our ability to continue as a going concern.
Current wording
We have generated limited revenue and have incurred significant net losses in each year since inception. For the nine months ended September 30, 2025, we incurred a net loss of $12,266,134 as compared to a net loss of $7,378,464 for the nine months ended September 30, 2024. We expect to incur increasing losses in the future. As of September 30, 2025 and December 31, 2024, we had cash of $233,037 and $296,202, respectively. Prior to us becoming a public company, our operations were primarily being funded through advances from Safe & Green Holdings Corp. (“SG Holdings”), and we were largely dependent upon SG Holdings for funding. Since becoming a public company, we have funded our operations through bridge note financing, project level financing, and the issuance of our equity and debt securities. See Part I, Item 1. Financial Statements; Note 6– Notes Payable and Notes Payable– Related Party. We intend to continue to finance our operations and finance Resource Group’s expansion from the proceeds of future financings, and/or sale proceeds from properties that are sold, and future revenues. Additional financing will be required to continue operations, which may not be available at acceptable terms, if at all. There is no guarantee we will be successful in raising capital outside of our current sources. In addition, under the October Purchase Agreement, we are subject to certain restrictive covenants that may make it difficult for us to procure additional financing. See “Part II, Item IA. Risk Factors” Our current cash is anticipated to be sufficient to fund operations through February 2026. We expect that we will need additional future financing which may not be available on acceptable terms, if at all. These and other factors raise substantial doubt about our ability to continue as a going concern.
Previous wording
Operating activities provided net cash of $313,418 during the six months ended June 30, 2025, and used cash of $1,270,494 during the six months ended June 30, 2024. Cash used in operating activities decreased by $1,583,912 due to an decrease of net loss of $157,513, increase depreciation of $144,329, increase in amortization of 62,510, decrease in amortization of debt issuance cost of $218,290, increase in amortization of right of use of $1,687, decrease in stock based compensation of $1,754,720, common stock for services of $197,871, common stock for debt and warrant issuance of $586,821, increase of impairment of $965,812 increase change in prepaid assets and other current assets of $175,985, and an increase in change in accounts payable of $2,762,313.
Current wording
Operating activities used net cash of $188,060 during the nine months ended September 30, 2025, and used cash of $1,545,078 during the nine months ended September 30, 2024. Cash used in operating activities decreased by $1,733,138 due to an increase of net loss of $4,887,670, increase depreciation of $575,094, increase in amortization of $62,510, decrease in amortization of debt issuance cost of $55,334, increase in amortization of right of use of $15,384, decrease in stock based compensation of $1,813,160, common stock for services of $197,871, common stock for debt and warrant issuance of $801,088, increase of impairment of $965,812, increase in bad debt expense of $3,025,000, increase in due to affiliates of $1,044,854, decrease in lease liabilities of $15,298 increase change in prepaid assets and other current assets of $61,311, an increase in change in accounts payable of $3,169,968, and increase of $237,505 from discontinued operations.
Previous wording
Investing activities provided net cash of $358,796 during the six months ended June 3, 2025, and used $30,820 net cash during the six months ended June 30, 2024, which is an increase in cash used of $389,616. This change results from, a increase of cash acquired from a business combination of $1,082, decrease in intangible assets of $7,778, decrease in the purchase of computers and software of $1,002, an increase in project pre-development costs of 30,900, and increase of $309,557 from acquisition, $59,591 from JV.
Current wording
Investing activities provided net cash of $307,763 during the nine months ended September 30, 2025, and used $240,551 net cash during the nine months ended September 30, 2024, which is an increase in cash used of $548,314. This change results from, a decrease of CIP materials of $176,565, an increase of cash acquired from a business combination of $1,082, decrease in intangible assets of $203,063, decrease in the purchase of computers and software of $1,002, an increase in project pre-development costs of 35,850, increase of $309,557 from acquisition, $1,500 from JV, and increase of $177,989 from discontinued operations..
Previous wording
Cash used from financing activities was $496,893 during the six months ended June 30, 2025, which resulted from $361,477 debt issuance costs paid, increased by $1,041,800 proceeds from short-term note payable, $1,139,993 in repayments of short-term notes payable, $13,620 payments on finance lease and $58 from payment related to stock splits. Cash provided from financing activities was $1,322,316 during the six months ended June 30, 2024, which resulted from $895,794 debt issuance costs paid, increased by $1,501,700 proceeds from short-term note payable, and $716,410 from issuance of common stock.
Current wording
Cash used from financing activities was 114,434 during the nine months ended September 30, 2025, which resulted from $361,477 debt issuance costs paid, increased by $1,756,892 proceeds from short-term note payable, $2,276,653 in repayments of short-term notes payable, $62,032 payments on finance lease, $58 from payment related to stock splits, increase of $602,835 from issuance of stock and $233,414 from warrant exercises. Cash provided from financing activities was $1,796,100 during the nine months ended September 30, 2024, which resulted from $1,509,852 debt issuance costs paid, increased by $3,081,489 proceeds from short-term note payable, decreased by $526,256 principal payments made and $750,719 from issuance of common stock.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Bad debt expense for the six months ended June 30, 2025 was $3,025,000 compared to $0 for the six months ended June 30, 2024. This increase of $3,025,000 resulted directly from the uncertainty of collectability of the Cumberland note receivable.