EX-99.1

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PRESS RELEASE, ISSUED BY SAFE & GREEN HOLDINGS CORP. ON NOVEMBER 14, 2023

Exhibit 99.1

Safe & Green Holdings Reports Third Quarter 2023 Results;

Manufacturing & Construction Services Revenue Increases 48% Over the Same Period Last Year

Company to Host Conference Call Today, November 14th, at 4:30 PM Eastern Time (details below)

MIAMI—November 14, 2023 (BUSINESS WIRE)

-- Safe & Green Holdings Corp. (NASDAQ: SGBX) (“Safe & Green Holdings” or the “Company”), a leading developer, designer, and fabricator of modular structures for residential, commercial, and point-of-care medicine, reported results for the three months ended September 30, 2023.

Recent Highlights:

●Achieves 48% year-over-year increase in manufacturing & construction services revenue for the third quarter of 2023

●SG Echo awarded multi-million-dollar contract to supply additional modular units to a long-standing private infrastructure solutions client

●SG Echo received Louisiana licensure to tag modular-built products in the state of Louisiana

●Selected by the Tunnel to Towers Foundation to construct a traveling modular home, the Comfort Home Show model, designed to showcase the foundation’s Homeless Veteran Program; partnered with Impact Housing to construct 3 modular Comfort Homes for the Foundation in Houston, Texas

●Announced launch of CORNERSTONE Charitable Foundation and plans to construct a schoolhouse in Cape Coast, Ghana, as part of the Ghana’s Tomorrow Project

●Completed the spin-off of the Company’s real estate development subsidiary, Safe and Green Development Corporation (NASDAQ: SGD)

●Reduced operating expenses by more than $2 million since Q1 2023, resulting in savings that are expected to be realized in 2024

“During the third quarter of 2023, the Company experienced a 48% year-over-year increase in manufacturing & construction services revenue, building on our recent momentum,” stated Paul Galvin, Chairperson and CEO of Safe & Green Holdings. “During the quarter, we celebrated the spin-off of SG Development Corp. (“SG DevCo”) into an independent, publicly traded company after more than a year of dedicated effort and hard work from our team. We anticipate ongoing and significant synergies with SG DevCo as it executes on plans to commence development of projects in the pipeline, which currently exceed $800 million and are expected to drive further manufacturing revenue growth for SG Echo.”

“Importantly, Safe & Green Holdings is building out its production capacity to support growth among existing as well as new clients. SG Echo was recently awarded a multi-million-dollar contract to supply additional modular units to a long-standing private infrastructure solutions client, highlighting the quality of our work and ability to generate strong repeat business. We were also granted Louisiana licensure for tagging modular-built products within the state. This significant achievement confirms that our units adhere to the state’s strict standards and regulations. Acquiring this state licensure is crucial for our Company as it permits operations throughout Louisiana. While licensure isn’t mandatory for modular structures in every state, our goal is to obtain it in additional states, reinforcing and expanding our presence across the entire United States. We are already licensed in Florida, Texas, Colorado, Arizona, and New Mexico, and are in the process of expanding licensure to California, Georgia, Oregon, and Nevada.”

“We are also proud to have been selected by the Tunnel to Towers Foundation to construct a traveling modular home, the Comfort Home Show model, designed to showcase the foundation’s Homeless Veteran Program. Additionally, we announced the launch of the CORNERSTONE Charitable Foundation, a 501(c)(3) organization focused on providing global services for affordable housing, primary care/point of care medicine, the provision of clean potable water and education by leveraging modular solutions. We plan to leverage the relationship with CORNERSTONE by providing cost-effective modular solutions, manufactured by SG Echo. Notably, as a first project, we are partnering with CORNERSTONE to construct a schoolhouse in Cape Coast, Ghana, as part of the Ghana’s Tomorrow Project. This relationship demonstrates the social and economic benefits when the corporate sectors and non-profit worlds come together to supply cost-effective solutions for those in need.”

Tricia Kaelin, Chief Financial Officer at Safe & Green Holdings, stated, “During the third quarter, we continued to focus on leveraging our asset base to secure non-dilutive financing, which we believe highlights the strength of our balance sheet. In addition, the Company entered into a new, non-binding, letter of intent (“LOI”) to sell our Lago Vista site for $11.5 million, the proceeds of which will be invested as equity in a new joint venture with a premier real estate development firm. The joint venture plans to develop the si

EX-99.1

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EXHIBIT 99.1

Safe & Green Holdings Reports 21% Year-Over-Year Increase in Manufacturing Revenue for Q2 2023;

Strategic Initiatives Expected to Provide Non-Dilutive Funding Demonstrating Strength of Balance Sheet and Supporting Accelerated Growth

Received SEC approval and record date of August 21, 2023, for SG DevCo spin-off;

expects Nasdaq listing date shortly

Company to host conference call today, August 14th, at 8:00 AM Eastern Time (details below)

MIAMI—August 14, 2023 (BUSINESS WIRE) -- Safe & Green Holdings Corp. (NASDAQ: SGBX) (“Safe & Green Holdings” or the “Company”), a leading developer, designer, and fabricator of modular structures for residential, commercial, and provider of point-of-care medicine, reported results for the three months ended June 30, 2023.

Recent Highlights:

Planned SG DevCo spin-off receives SEC approval with a record date of 8/21/2023 on NASDAQ

Closed first tranche of a bridge loan with a European-based entity for gross proceeds of approximately $1.45 million; funding commitment provides for up to $2 million in gross proceeds

SG Echo to deliver and install three additional Domino’s Quick Serve Restaurant (QSR) units in Oregon on behalf of Noble Food Group, a franchisee for Domino’s

SG Echo awarded a multi-million-dollar contract to supply additional modular units to a long-standing private infrastructure solutions client

Planned McLean Manufacturing facility now in the design phase of the project

Magnolia Residential 800-unit project has progressed to the architectural and engineering design phase

Secured a new purchase order, in excess of $2 million, from a long-time, private customer within the U.S. military and federal space

Purchased the Waldron facility with non-dilutive funding

"In the second quarter of 2023, the Company achieved a 21% year-over-year increase in manufacturing revenue, building on the momentum that we experienced over the past several quarters," commented Paul Galvin, Chairman and CEO of Safe & Green Holdings. “While numerous other companies in our sector are encountering difficulties, often downsizing or even folding entirely, our situation stands in stark contrast as we execute on our business strategy as a vertically integrated developer and manufacturer of modular structures. Notably, we not only survived, but thrived during and after the pandemic, as illustrated by both the growth in our asset base and personnel. Meanwhile, we invested heavily in our business and are now focused on four distinct verticals, each offering opportunities for revenue growth, business expansion, and enhancement of shareholder value.”

“I am pleased to report we are progressing with the planned spin-off of SG DevCo into an independently listed Nasdaq company and have a record date of August 21, 2023. SG DevCo currently has a project pipeline in excess of $800 million, representing more than 4,200 units to be developed, with an overall goal of 10,000 units to be developed over the next 7 years, which is expected to consume nearly 100% of our in-house manufacturing capacity. Although market conditions can fluctuate over a 7-year span, we project returns on these projects to exceed $200 million. As we have stated previously, once the spin-off and subsequent listing on Nasdaq is completed, which is expected in the next couple of weeks, the Company intends to distribute thirty percent of SG DevCo shares to existing Safe & Green shareholders, with Safe & Green Holdings retaining the remaining seventy percent. This strategy is poised to create considerable value for our current, loyal shareholders, given the fact this business alone was independently valued at many multiples of our current market cap.”

Tricia Kaelin, Chief Financial Officer of Safe & Green Holdings commented, “During the second quarter, we focused on leveraging our solid asset base to secure non-dilutive financing, thus reducing our dependence on the equity markets for growth. Through a series of strategic initiatives, we expect to raise millions in non-dilutive capital, including the planned sale of our Lago Vista site, which should allow the Company to accelerate its growth, further reinforcing the strength of our balance sheet and validating our ability to leverage assets to maximize shareholder returns.”

Mr. Galvin continued, “The Company is building out its production capacity to support growth among existing as well as new clients. Additionally, we are implementing advanced technologies and streamlined processes to enhance our operating efficiencies across all our manufacturing facilities. This targeted approach is aimed at optimizing production workflows, minimizing waste, and increasing productivity. This not only positions the Company to meet growing demand, but also reflects our ongoing commitment to innovation, quality, and excellence in all facets of our operations.”

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“In response to the escalating demand for our modular solutions, we are excited that the McLe

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 9, 2023

SAFE & GREEN HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38037

95-4463937

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S.

Employer

Identification Number)

990 Biscayne Blvd

#501, Office 12

Miami,

FL 33132

(Address of Principal Executive Offices, Zip Code)

(Former name or former address, if changed since last report.)

Registrant’s telephone number, including area code: 646-240-4235

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.01

SGBX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 9, 2023, Safe & Green Holdings Corp. (the “Company”) and its subsidiary, Safe and Green Development Corporation (“SGDevCo”), entered into a Note Cancellation Agreement, effective as of July 1, 2023 (the “Note Cancellation Agreement”), pursuant to which the Company cancelled and forgave the remaining $4,000,000 balance then due on that certain promissory note, dated December 19, 2021, made by SGDevCo in favor of the Company in the original principal amount of $4,2000,00.

In addition, on August 9, 2023, the Company issued to SGDevCo a non-interest bearing promissory note, in the principal amount of $908,322.95 (the “Note”), payable on demand, to evidence advances by SGDevCo to the Company in such amount.

The foregoing descriptions of the Note Cancellation Agreement and the Note are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.

Item 2.02. Results of Operation and Financial Condition.

The information set forth in Item 1.01 is incorporated by reference into this Item 2.02. The following unaudited pro forma balance sheet of SGDevCo has been prepared to assist in the analysis of the financial effects of the Note Cancellation Agreement and the issuance of the Note. The unaudited pro forma financial information in this Current Report on Form 8-K is presented for illustrative purposes only. The unaudited pro forma financial information reflects adjustments, which are based upon estimates, accordingly, the final accounting adjustments may differ materially from the pro forma information reflected in this report.

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Safe and Green Development Corporation

Unaudited Pro Forma Balance Sheet

As of March 31, 2023

As Reported Pro Forma Adjustments

Pro Forma

Assets

Current assets:

Cash $1,337,935 $(1,108,323)[a][b]

$229,612

Prepaid assets and other current assets 739,554 -

739,554

Current Assets 2,077,489 (1,108,323)

969,166

Assets held for sale 4,400,361 -

4,400,361

Land 1,190,655 -

1,190,655

Project development costs and other non-current assets

65,339 -

65,339

Equity-based investments

3,624,945 -

3,624,945

Due from affiliates - 908,323[b]

908,323

Intangible assets 10,825 -

10,825

Total Assets $11,369,614 $(200,000)

$11,169,614

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses $207,918 $-

$207,918

Due to affiliates 4,200,000 (4,200,000)[a]

Short term note payable, net 4,741,475 -

4,741,475

Total current liabilities 9,149,393 (4,200,000)

4,929,393

Stockholders’ equity:

Common stock 1 99,999[c]

100,000

Additional paid-in capital

6,054,729 3,900,001[a][c][d]

15,894,530

Accumulated deficit (3,834,509) -

(9,774,309)

Total st