OLOX Assets Soar Post-Acquisition, But Losses Persist Amid Revenue Dip

TL;DR

**OLOX is betting big on acquisitions and oil, but declining core revenue and mounting losses make it a risky play.**

AI Summary

SAFE & GREEN HOLDINGS CORP. (OLOX) reported a significant increase in total assets to $54,105,678 as of September 30, 2025, up from $6,071,524 at December 31, 2024, primarily driven by the acquisition of New Asia Holdings, Inc. (NAHD) and new oil and gas assets. The company's net loss for the nine months ended September 30, 2025, was $12,636,410, a slight improvement from the $13,141,074 loss in the prior year, despite a decrease in total revenue from $3,932,592 to $2,338,870. Construction services revenue declined from $3,932,592 to $1,840,520, while new oil and gas revenue contributed $187,275. Operating expenses increased to $6,401,093 from $5,336,488, largely due to a rise in general and administrative expenses from $1,513,100 to $4,147,907. A substantial loss on conversion of notes payable of $4,915,209 impacted the nine-month results. Cash and cash equivalents significantly increased to $3,021,757 from $375,873 at year-end 2024, bolstered by $8,932,059 in financing activities.

Why It Matters

For investors, OLOX's substantial asset growth to over $54 million, largely from the NAHD acquisition and new oil and gas ventures, signals a strategic pivot and expansion, but the continued net losses and declining construction revenue raise questions about profitability and execution. The increase in general and administrative expenses by over $2.6 million suggests integration costs or operational inefficiencies that could impact future earnings. Employees might see opportunities in the new oil and gas and environmental segments, but the overall financial performance indicates ongoing challenges. Customers could benefit from diversified offerings, but the company's ability to deliver on new segments while its core construction revenue shrinks will be critical. The broader market will watch if OLOX can successfully integrate its acquisitions and leverage its new segments to achieve profitability in a competitive modular construction and energy landscape.

Risk Assessment

Risk Level: high — The company reported a net loss of $12,636,410 for the nine months ended September 30, 2025, and an accumulated deficit of $111,168,493. Total current liabilities of $24,039,207 significantly exceed total current assets of $4,403,932, indicating severe liquidity issues and a going concern risk.

Analyst Insight

Investors should exercise extreme caution and consider avoiding OLOX given its substantial accumulated deficit, ongoing net losses, and significant current liability overhang. The strategic shift into oil and gas and environmental segments, while expanding assets, has yet to demonstrate a path to profitability and introduces new operational risks.

Financial Highlights

debt To Equity

1.17

revenue

$2,338,870

operating Margin

-274.6%

total Assets

$54,105,678

total Debt

$29,170,121

net Income

-$12,636,410

eps

N/A

gross Margin

N/A

cash Position

$3,021,757

revenue Growth

-40.5%

Revenue Breakdown

Key Numbers

• $54,105,678 — Total Assets (Increased from $6,071,524 at December 31, 2024, primarily due to acquisitions.)
• $12,636,410 — Net Loss (9 months) (Slightly improved from $13,141,074 in the prior year, but still substantial.)
• $2,338,870 — Total Revenue (9 months) (Decreased from $3,932,592 in the prior year, indicating revenue challenges.)
• $1,840,520 — Construction Services Revenue (9 months) (Declined significantly from $3,932,592 in the prior year.)
• $187,275 — Oil and Gas Revenue (9 months) (New revenue stream in 2025, reflecting strategic diversification.)
• $4,147,907 — General and Administrative Expenses (9 months) (Increased from $1,513,100 in the prior year, contributing to operating loss.)
• $4,915,209 — Loss on Conversion of Notes Payable (Significant non-operating expense impacting net loss for 9 months.)
• $3,021,757 — Cash and Cash Equivalents (Increased from $375,873 at December 31, 2024, due to financing activities.)
• $24,039,207 — Total Current Liabilities (Significantly exceeds current assets, indicating liquidity concerns.)
• $111,168,493 — Accumulated Deficit (Reflects substantial historical losses and ongoing unprofitability.)

Key Players & Entities

• SAFE & GREEN HOLDINGS CORP. (company) — registrant
• New Asia Holdings, Inc. (company) — acquired entity
• The Nasdaq Stock Market LLC (regulator) — exchange where common stock is registered
• Sherman Oil (company) — acquired entity in business combination
• County Line (company) — acquired entity in business combination
• SG Blocks, Inc. (company) — former name of the registrant
• CDSI Holdings, Inc. (company) — former name of the registrant
• SG Building Blocks, Inc. (company) — accounting acquirer in reverse merger
• SEC (regulator) — filing oversight

FAQ

Risk Factors

• Significant Accumulated Deficit [high — financial]: The company has an accumulated deficit of $111,168,493 as of September 30, 2025. This indicates a history of substantial losses and raises concerns about long-term profitability and financial sustainability.
• High Operating Expenses and Net Loss [high — financial]: Despite a decrease in revenue, operating expenses increased to $6,401,093 for the nine months ended September 30, 2025, driven by a surge in general and administrative expenses to $4,147,907. This resulted in a net loss of $12,636,410 for the period.
• Dependence on Financing Activities [medium — financial]: The significant increase in cash and cash equivalents to $3,021,757 was primarily due to $8,932,059 in financing activities. This suggests a reliance on external funding to maintain liquidity, which can be volatile.
• Substantial Loss on Conversion of Notes Payable [high — financial]: A significant non-operating expense of $4,915,209 was incurred due to the loss on conversion of notes payable. This event heavily impacted the net loss for the nine-month period and highlights potential financial restructuring challenges.
• Decline in Core Construction Revenue [high — operational]: Construction services revenue decreased from $3,932,592 in the prior year to $1,840,520 for the nine months ended September 30, 2025. This sharp decline in the primary revenue stream poses a significant operational challenge.
• Liquidity Concerns from Current Liabilities [high — financial]: Total current liabilities stand at $24,039,207, significantly exceeding total current assets of $4,403,932. This substantial gap indicates potential short-term liquidity challenges.
• Integration of New Acquisitions [medium — market]: The substantial increase in total assets to $54,105,678 is largely due to the acquisition of New Asia Holdings, Inc. and new oil and gas assets. The successful integration and performance of these new assets are critical for future growth and profitability.
• Dilution from Preferred Stock Issuance [medium — financial]: The issuance of Series A and Series B Preferred stock, totaling $3,908,640 in par value and contributing significantly to additional paid-in capital, could lead to future dilution for common stockholders.

Industry Context

SAFE & GREEN HOLDINGS CORP. operates in a dynamic environment influenced by the construction services sector and the emerging oil and gas industry. The construction sector is typically cyclical, sensitive to economic conditions, interest rates, and government spending. The oil and gas sector is characterized by high volatility in commodity prices, significant capital requirements, and complex regulatory frameworks. The company's diversification into oil and gas suggests an attempt to leverage market opportunities but also exposes it to the inherent risks of this commodity-driven industry.

Regulatory Implications

As a publicly traded company, SAFE & GREEN HOLDINGS CORP. is subject to SEC regulations and reporting requirements, including the timely filing of 10-Q and 10-K reports. Its operations in the oil and gas sector may also involve compliance with environmental regulations, safety standards, and specific industry reporting mandates, which can impact operational costs and potential liabilities.

What Investors Should Do

1. Monitor the integration and performance of acquired assets, particularly New Asia Holdings, Inc., and the new oil and gas properties, to assess their contribution to revenue and profitability.
2. Analyze the sustainability of the company's operating model given the significant increase in G&A expenses and the decline in construction revenue.
3. Evaluate the company's ability to manage its substantial current liabilities ($24,039,207) against its current assets ($4,403,932) and its reliance on ongoing financing activities.
4. Assess the long-term viability of the business in light of the substantial accumulated deficit ($111,168,493) and the significant loss on conversion of notes payable.
5. Understand the strategic rationale and potential synergies behind the diversification into oil and gas and its impact on overall risk profile.

Key Dates

• 2025-09-30: End of Nine Months Reporting Period — Marks the period for which the condensed consolidated financial statements are reported, showing significant asset growth and continued net loss.
• 2025-09-30: Acquisition of New Asia Holdings, Inc. — Major event driving the substantial increase in total assets and goodwill, indicating a strategic shift or expansion.
• 2025-09-30: Issuance of Series A and Series B Preferred Stock — Significant capital raise event, reflected in preferred stock balances and additional paid-in capital, impacting the equity structure.
• 2024-12-31: Previous Fiscal Year End — Provides a baseline for comparison, highlighting the dramatic increase in assets and changes in liabilities and equity.

Glossary

Accumulated deficit

The cumulative net losses of a company that have not been offset by net income. It represents a reduction in retained earnings and can indicate a history of unprofitability. (Shows the company's long-term unprofitability, with a deficit of $111,168,493 as of September 30, 2025.)

Goodwill

An intangible asset that arises when a company acquires another company for a price greater than the fair value of its identifiable net assets. It represents the future economic benefits arising from assets acquired in a business combination that are not individually identified and separately recognized. (A significant portion of the asset increase ($39,244,842) is attributed to goodwill, likely from the acquisition of New Asia Holdings, Inc.)

Full cost accounting

An accounting method used primarily in the oil and gas industry where all costs associated with the exploration and production of oil and gas are capitalized into a single cost center. (The company reports 'Oil and gas, on the basis of full cost accounting, net' as a significant asset ($3,713,189), indicating its involvement in this sector.)

Contract assets

Assets recognized by a company when it has performed services or delivered goods but has not yet received unconditional payment. They represent the entity's right to consideration in exchange for those goods or services transferred to a customer. (A small but growing asset category ($48,351), reflecting revenue recognition for services rendered but not yet billed.)

Contract liabilities

Liabilities recognized by a company when it receives payment from a customer before it has performed the related services or delivered the goods. It represents an obligation to transfer goods or services to a customer. (Represents deferred revenue ($823,648), indicating customer payments received in advance for future services.)

Loss on conversion of notes payable

A non-operating expense incurred when convertible debt is converted into equity, and the fair value of the equity issued exceeds the carrying amount of the debt. (A substantial expense of $4,915,209 significantly impacted the net loss for the nine-month period.)

Proved oil and gas reserves

Estimates of the amount of oil and gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in the future from known reservoirs under existing economic and operating conditions. (The company reports $1,560,000 in proved oil and gas reserves, indicating a valuation of its newly acquired resource assets.)

Additional paid-in capital

The amount of capital contributed by investors in excess of the par value of the stock issued. It reflects the premium investors are willing to pay for the company's stock. (Significantly increased to $128,898,736, reflecting substantial capital infusions, likely related to stock issuances and acquisitions.)

Year-Over-Year Comparison

Compared to the prior year, SAFE & GREEN HOLDINGS CORP. has experienced a significant transformation, marked by a dramatic increase in total assets from $6,071,524 to $54,105,678, primarily due to acquisitions. However, this growth has not translated into improved profitability; total revenue declined from $3,932,592 to $2,338,870, while the net loss remained substantial at $12,636,410. Operating expenses, particularly G&A, surged, and a large loss on debt conversion further impacted the bottom line. Despite a stronger cash position bolstered by financing, the company faces increased liabilities and a widening accumulated deficit.

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share SGBX The Nasdaq Stock Market
• $1.00 — ths Ended September 30, 2025 and 2024 $1.00 Par Value Series A Preferred Stock $1.

Filing Documents

• ea0264707-10q_safe.htm (10-Q) — 1712KB
• ea026470701ex31-1_safe.htm (EX-31.1) — 11KB
• ea026470701ex31-2_safe.htm (EX-31.2) — 11KB
• ea026470701ex32-1_safe.htm (EX-32.1) — 5KB
• ea026470701ex32-2_safe.htm (EX-32.2) — 5KB
• 0001213900-25-110208.txt ( ) — 11669KB
• sgbx-20250930.xsd (EX-101.SCH) — 128KB
• sgbx-20250930_cal.xml (EX-101.CAL) — 71KB
• sgbx-20250930_def.xml (EX-101.DEF) — 546KB
• sgbx-20250930_lab.xml (EX-101.LAB) — 1070KB
• sgbx-20250930_pre.xml (EX-101.PRE) — 565KB
• ea0264707-10q_safe_htm.xml (XML) — 1543KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 1 ITEM 1.

Financial Statements

Financial Statements 1 Condensed Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 1 Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2025 and 2024 (Unaudited) 2 Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) for the Three and Nine Months Ended September 30, 2025 and 2024 (Unaudited) 3 Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) 5 Notes to Condensed Consolidated Financial Statements (Unaudited) 6 ITEM 2.

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

Management's Discussion and Analysis of Financial Condition and Result of Operations 55 ITEM 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 67 ITEM 4.

Controls and Procedures

Controls and Procedures 67

OTHER INFORMATION

PART II. OTHER INFORMATION 68 ITEM 1.

Legal Proceedings

Legal Proceedings 68 ITEM 1A.

Risk Factors

Risk Factors 68 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 71 ITEM 3. Defaults Upon Senior Securities 71 ITEM 4. Mine Safety Disclosures 71 ITEM 5. Other Information 71 ITEM 6. Exhibits 72

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

Financial Statements

ITEM 1. Financial Statements SAFE & GREEN HOLDINGS CORP. AND SUBSIDIARIES Condensed Consolidated Balance Sheets September 30, 2025 December 31, 2024 (Unaudited) Assets Current assets: Cash and cash equivalents $ 3,021,757 $ 375,873 Accounts receivable, net 248,748 105,479 Contract assets 48,351 2,536 Inventories 980,939 471,468 Prepaid expenses and other current assets 104,137 204,596 Total current assets 4,403,932 1,159,952 Oil and gas, on the basis of full cost accounting, net 3,713,189 — Property, plant and equipment, net 4,119,086 3,965,426 Other non-current assets 87,048 196,432 Proved oil and gas reserves 1,560,000 — Intangible assets, net 757,581 11,658 Investment in and advances to equity affiliates 220,000 738,056 Goodwill 39,244,842 — Total Assets $ 54,105,678 $ 6,071,524 Liabilities and Stockholders' Equity (Deficit) Current liabilities: Accounts payable and accrued expenses $ 13,027,721 $ 9,332,620 Contract liabilities 823,648 596,082 Lease liability, current maturities — 66,821 Due to affiliates 3,124,727 1,716,244 Short-term notes payable, net 7,063,111 2,098,381 Total current liabilities 24,039,207 13,810,148 Long-term notes payable, net 5,130,914 4,721,684 Total liabilities 29,170,121 18,531,832 Stockholders' equity (deficit): Series A Preferred stock, $ 1.00 par value, 5,405,010 shares authorized; 3,848,640 and 0 issued and outstanding at September 30, 2025 and December 31, 2024, respectively 3,848,640 — Series B Preferred stock, $ 1.00 par value, 60,000 shares authorized; 60,000 and 0 issued and outstanding at September 30, 2025 and December 31, 2024, respectively 60,000 — Common stock, $ 0.01 par value, 75,000,000 shares authorized; 763,434 issued and 763,382 outstanding as of September 30, 2025 and 99,829 issued and 94,350 outstanding as of December 31, 2024 7,634 944 Additional paid-in capital 128,898,736 86,163,227 Common stoc

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