Safe & Green Holdings Corp 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION13OR15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year endedDecember 31, 2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION13OR15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the transition period from ____________ to ____________ Commission file number:001-38037 SAFE & GREEN HOLDINGS CORP.(Exact name of registrant as specified in its charter) Delaware95-4463937(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) 990 Biscayne Blvd.,#501,Office 12,Miami,Florida33132(Address of principal executive offices)(Zip Code) (646)240-4235(Registrant’s telephone number, including area code)Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13or Section15(d) of the Act. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13or15(d) of theSecurities Exchange Act of1934during the preceding12months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405of Regulation S-T (§232.405of thischapter) during the preceding12months (or for such shorterperiod that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company.See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company”in Rule12b-2of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use theextended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2of theAct). Yes☐No☒ The aggregate market value of the common stock held by non-affiliates of the registrant based on the closing price of theshares of common stock on the Nasdaq Capital Market on June 30, 2024 was approximately $4,816,024. As ofMarch 28, 2025, the registrant had a total of6,389,041shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE PART I1Item 1.Business.3Item 1A.Risk Factors.11Item 1B.Unresolved Staff Comments.27Item 1C.Cybersecurity27Item 2.Properties.28Item 3.Legal Proceedings.28Item 4.Mine Safety Disclosures.28PART II29Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.29Item 6.Reserved30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.31Item 7A.Quantitative and Qualitative Disclosures About Market Risk.40Item 8.Financial Statements and Supplementary Data.40Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.41Item 9A.Controls and Procedures.41Item 9B.Other Information41Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections29PART III42Item 10.Directors, Executive Officers and Corporate Governance.42Item 11.Executive Compensation.48Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.55Item 13.Certain Relationships and Related Transactions, and Director Independence.57Item 14.Principal Accountant Fees and Services.61PART IV62Item 15.Exhibit and Financial Statement Schedules.62Item 16.Form 10-K Summary.63SIGNATURES73 FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the “Annual Report”) contains “forward-loo