SAFE & GREEN HOLDINGS CORP. Files Amendment to 10-K for Fiscal Year Ended December 31, 2023

TL;DR

<b>SAFE & GREEN HOLDINGS CORP. filed an amendment to its 2023 10-K, detailing various financial agreements and corporate history.</b>

AI Summary

SAFE & GREEN HOLDINGS CORP. (OLOX) filed a Amended Annual Report (10-K/A) with the SEC on May 10, 2024. Amendment No. 1 to Form 10-K filed for the fiscal year ended December 31, 2023. The filing includes details on various agreements and securities, including Equity Purchase Agreements and Securities Purchase Agreements. Mentions of restricted stock units (RSUs) and warrants are present, with specific dates like May 1, 2023, and April 30, 2019. The company was formerly known as SG Blocks, Inc., CDSI Holdings Inc., and PC411 Inc. A default interest rate of 28% per annum or the maximum legal amount is specified for the Secured Promissory Note.

Why It Matters

For investors and stakeholders tracking SAFE & GREEN HOLDINGS CORP., this filing contains several important signals. This amendment provides updated or clarified information regarding the company's financial instruments and contractual obligations, crucial for investors assessing financial health and risk. The historical company name changes and the mention of specific agreements like the Equity Purchase Agreement and Securities Purchase Agreement offer insight into the company's evolution and strategic partnerships.

Risk Assessment

Risk Level: medium — SAFE & GREEN HOLDINGS CORP. shows moderate risk based on this filing. The filing details a default interest rate of 28% on a Secured Promissory Note, indicating potential financial distress or high-risk borrowing.

Analyst Insight

Investors should review the specific terms of the Equity Purchase Agreements and Securities Purchase Agreements mentioned in the amendment to understand the company's financial commitments and potential dilution.

Key Numbers

• 2023-12-31 — Fiscal Year End (Period of report)
• 2024-05-10 — Filing Date (Date of filing)
• 28% — Default Interest Rate (Secured Promissory Note)
• 1,250 — Minimum Shares (Restricted stock entitlement)
• 2,500 — Unissued Shares (Restricted stock of common stock)

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Filer name
• SG BLOCKS, INC. (company) — Former company name
• CDSI HOLDINGS INC (company) — Former company name
• PC411 INC (company) — Former company name
• CMC (company) — Party to an agreement
• Osang Healthcare Company Ltd (company) — Mentioned entity
• EDI International PC (company) — Mentioned entity
• SGB Development Corp (company) — Mentioned entity

FAQ

Risk Factors

• Default Interest Rate on Secured Promissory Note [high — financial]: In the event of default, the interest rate on the Secured Promissory Note can reach 28% per annum or the maximum legal amount, whichever is greater.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 10-K filing.
• 2024-05-10: Filing Date — Date of the Amendment No. 1 filing.

Glossary

10-K/A

An amendment to a Form 10-K filing. (Indicates updated or corrected information for the annual report.)

Restricted Stock Units (RSUs)

Stock awards that become available to the employee after a vesting period. (Relevant to executive and employee compensation and potential dilution.)

Warrants

Options to purchase a company's stock at a specific price within a certain timeframe. (Can lead to dilution and impact shareholder value.)

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share SGBX The Nasdaq Stock Mar

Filing Documents

• sgbx-20231231.htm (10-K/A) — 3436KB
• ex313_1.htm (EX-31.3) — 16KB
• ex314_2.htm (EX-31.4) — 17KB
• ex322_3.htm (EX-32.2) — 10KB
• ex323_4.htm (EX-32.3) — 10KB
• ex324_5.htm (EX-32.4) — 10KB
• 0001213900-24-041716.txt (&nbsp;) — 17437KB
• sgbx-20231231_def.xml (EX-101.DEF) — 887KB
• sgbx-20231231_pre.xml (EX-101.PRE) — 1198KB
• sgbx-20231231_cal.xml (EX-101.CAL) — 156KB
• sgbx-20231231_lab.xml (EX-101.LAB) — 2205KB
• sgbx-20231231.xsd (EX-101.SCH) — 156KB
• sgbx-20231231_htm.xml (XML) — 2297KB

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations. 39 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk. 49 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data. 49 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 50 Item 9A.

Controls and Procedures

Controls and Procedures. 50 Item 9B. Other Information 50 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 29 PART III 51 Item 10. Directors, Executive Officers and Corporate Governance. 51 Item 11.

Executive Compensation

Executive Compensation. 57 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 64 Item 13. Certain Relationships and Related Transactions, and Director Independence. 66 Item 14. Principal Accountant Fees and Services. 70 PART IV 71 Item 15. Exhibit and Financial Statement Schedules. 71 Item 16. Form 10-K Summary. 72

SIGNATURES

SIGNATURES 80 EXPLANATORY NOTE Safe & Green Holdings Corp. (the "Company") is filing this Amendment No. 1 on Form 10-K/A (the "Amended 10-K") to amend the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "Annual Report"), originally filed with the Securities and Exchange Commission (the "SEC") on May 7, 2024, to include Exhibit 32.2, which was inadvertently omitted from the Annual Report. This Amended 10-K amends the Exhibit Index required by Part IV, Item 15 of the Annual Report in order to, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, file new certifications of the Company's principal executive officer and principal financial officer as Exhibits 31.3 and 31.4 and Exhibits 32.3 and 32.4, which are included under Item 15(a)(3) of

of this Amended 10-K

Part IV of this Amended 10-K. Except as described above, no other changes are being made to the Annual Report. This Amended 10-K speaks as of the date of the Annual Report and does not reflect other events that may have occurred after the date of the Annual Report or modify or update any disclosures that may have been affected by subsequent events. PART I FORWARD -LOOKING STATEMENTS This Annual Report on Form 10-K (the "Annual Report") contains "forward-looking statements" that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27 A of the Securities Act of 1933 , as amended, or the "Securities Act", and Section 21 E of the Securities Exchange Act of 1934 , as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "seek," "should," "strategy," "target," "will," "would" and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors" included under Part I, Item 1 A below. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake

. Business

Item 1 . Business. Company Overview We operate in the following four segments: (i) manufacturing and construction services; (ii) medical; (ii) real estate development; and (iv) environmental. The manufacturing and construction segment designs and manufactures modular structures built in our factories using raw materials that are Made-in-America. In the medical segment we have previously used our modular technology to offer prefabricated health facilities for on-site immediate COVID- 19 testing and plan to provide our modular technology to offer turnkey solutions to medical testing and treatment and generating revenue from medical testing. Our real estate development segment's current business focus is primarily on the direct acquisition and indirect investment in properties nationally that will be further developed in the future into green single or multi-family projects. The environmental segment, the newest segment, plans to offer a sustainable medical and waste management solution that will utilize a patented technology to collect waste and treat waste for safe disposal. We are a provider of modular facilities. We currently provide Modules made out of both code-engineered cargo shipping containers and traditional construction using wood and steel framing for use as both permanent or temporary structures for residential housing use and commercial use. Prior to the COVID- 19 pandemic, the Modules we supplied were primarily for retail, restaurant and military use and were manufactured by third party suppliers using our proprietary technology and design and engineering expertise, which modifies code-engineered cargo shipping containers and purpose-built modules for use for safe and sustainable commercial, industrial and residential building. In March 2020, in response to the COVID- 19 pandemic we began increasing our focus on providing our Modules as health care facilities for deployable medical response solutions. In September 2020, we acquired substantially a

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View this 10-K/A filing on SEC EDGAR