SAFE & GREEN HOLDINGS CORP. Files 2023 Annual Report on Form 10-K

TL;DR

<b>SAFE & GREEN HOLDINGS CORP. has filed its 2023 10-K, detailing financial agreements, corporate actions, and specific entity interactions.</b>

AI Summary

SAFE & GREEN HOLDINGS CORP. (OLOX) filed a Annual Report (10-K) with the SEC on May 7, 2024. The company filed its 2023 Form 10-K on May 7, 2024, reporting on the fiscal year ending December 31, 2023. The filing details various agreements, including an Equity Purchase Agreement and Securities Purchase Agreements dating back to 2019. Specific entities mentioned include Osang Healthcare Company Ltd, Edi International Pc, and Sgb Development Corp. The report references restricted stock units (RSUs) and warrants issued in various periods, including 2021 and 2022. A default interest rate of 28% per annum is noted for a Secured Promissory Note.

Why It Matters

For investors and stakeholders tracking SAFE & GREEN HOLDINGS CORP., this filing contains several important signals. The 10-K filing provides a comprehensive overview of the company's financial health, operational activities, and legal commitments for the fiscal year 2023, which is crucial for investors to assess performance and future outlook. Details on agreements like the Equity Purchase Agreement and Securities Purchase Agreements, along with mentions of restricted stock and warrants, offer insights into the company's capital structure and financing strategies.

Risk Assessment

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

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand the company's financial position and potential liabilities.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period for the 10-K.)
• 2024-05-07 — Filing Date (Date the 10-K was filed.)
• 28% — Default Interest Rate (Applicable to Secured Promissory Note.)
• 1,250 — Minimum Shares (Minimum restricted stock shares entitled to CMC upon early termination.)
• 2,500 — Restricted Shares (Shares of common stock yet to be issued to CMC.)

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — Filer of the 10-K report.
• SG BLOCKS, INC. (company) — Former name of SAFE & GREEN HOLDINGS CORP.
• CDSI HOLDINGS INC (company) — Former name of SAFE & GREEN HOLDINGS CORP.
• PC411 INC (company) — Former name of SAFE & GREEN HOLDINGS CORP.
• Osang Healthcare Company Ltd (company) — Mentioned entity in relation to agreements.
• Edi International Pc (company) — Mentioned entity in relation to agreements.
• Sgb Development Corp (company) — Mentioned entity in relation to agreements.
• PeakOneOpportunityFundLp (company) — Mentioned entity in relation to agreements.

FAQ

Risk Factors

• Default Interest Rate [medium — financial]: A default interest rate of 28% per annum or the maximum legal amount is applicable to the Secured Promissory Note in case of an Event of Default.

Key Dates

• 2023-12-31: Fiscal Year End — The end of the reporting period for the 10-K filing.
• 2024-05-07: 10-K Filing Date — The date SAFE & GREEN HOLDINGS CORP. submitted its annual report.

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) — 3453KB
• ex49_1.htm (EX-4.9) — 25KB
• ex211_2.htm (EX-21.1) — 5KB
• ex231_3.htm (EX-23.1) — 3KB
• ex311_4.htm (EX-31.1) — 16KB
• ex312_5.htm (EX-31.2) — 17KB
• ex321_6.htm (EX-32.1) — 9KB
• ex971_7.htm (EX-97.1) — 41KB
• 0001213900-24-040541.txt (&nbsp;) — 17516KB
• 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) — 2296KB

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 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 no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-lookin

. 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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