UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission File Number: 001-41581

SAFE AND GREEN DEVELOPMENT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		87-1375590
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

100 Biscayne Blvd, Suite 1201, Miami FL 33132		33132
(Address of principal executive offices)		(Zip Code)

(786) 600-4739

(Registrant’s telephone number, including area code)

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 $0.001 per share		SGD		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period 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 smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-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 the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 12, 2025 the issuer had a total of 9,046,421 shares of common stock, $0.001 par value per share, outstanding.

SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES

FORM 10-Q

TABLE OF CONTENTS

		Page Number
PART I. FINANCIAL INFORMATION		1
ITEM 1.	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 and Nine Months Ended September 30, 2025 and 2024 (Unaudited)	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity 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	6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Result of Operations	38
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	47
ITEM 4.	Controls and Procedures	47
PART II. OTHER INFORMATION		48
ITEM 1.	Legal Proceedings	48
ITEM 1A.	Risk Factors	48
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
ITEM 3.	Defaults Upon Senior Securities	53
ITEM 4.	Mine Safety Disclosures	53
ITEM 5.	Other Information	53
ITEM 6.	Exhibits	54
SIGNATURES		56

PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARY

Condensed Consolidated Balance Sheets

	September 30, 2025			December 31, 2024
	(Unaudited)
Assets
Current assets:
Cash	$	233,037		$	227,766
Prepaid assets and other current assets		190,763			502,883
Inventory		1,087,968			-
Accounts receivable, net		877,501			-
Notes receivable, net		958,172			960,672
Current assets of discontinued operations		-			112,849
Current Assets		3,347,441			1,804,170

Assets held for sale		4,400,361			4,400,361
Land		1,058,680			807,847
Property and equipment, net		5,189,537			6,045
Project development costs and other non-current assets		91,288			96,239
Equity-based investments		619,107			3,642,607
Intangible assets, net		16,657			1,038,312
Right of use assets		304,083			-
Goodwill		23,353,585			-
Long-term assets of discontinued operations		-			958,211

Total Assets	$	38,380,739		$	12,753,792

Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable and accrued expenses	$	6,837,894		$	1,293,921
Due to affiliates		3,591,036			399,660
Short-term notes payable, net		16,433,428			8,361,655
Notes payable – related party, current		5,472,266			-
Operating lease liabilities, current		58,747			-
Finance lease liabilities, current		185,962			-
Current liabilities of discontinued operations		-			345,421
Total current liabilities		32,579,333			10,400,657

Long-term notes payable, net		2,522,820			1,499,957
Operating lease liabilities		265,722			-
Finance lease liabilities		1,029,812			-
Total liabilities		36,397,687			11,900,614

Stockholder’s equity:
Preferred stock, $0.001 par value, 5,000,000 shares authorized,1,500,000 issued and outstanding as of September 30, 2025, 0 issued and outstanding as of December 31, 2024		1,500			-
Common stock, $0.001 par value, 100,000,000 shares authorized, 5,041,186 issued and 4,877,524 outstanding as of September 30, 2025 and 1,486,872 shares authorized, issued and outstanding as of December 31, 2024		5,042			1,487
Additional paid-in capital		30,104,909			16,659,151
Treasury stock, at cost – 163,662 and 276,425 shares at September 30, 2025 and December 31, 2024, respectively		-			-
Accumulated deficit		(28,293,294	)		(16,039,022	)
Non-controlling interest		164,895			231,562
Total stockholder’s equity		1,983,052			853,178
Total Liabilities and Stockholder’s Equity	$	38,380,739		$	12,753,792

The accompanying notes are an integral part of these condensed financial statements.

Safe and Green Development Corporation and Subsidiary

Condensed Consolidated Statements of Operations

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue:
Sales	$	3,515,708		$	81,210		$	4,936,388		$	173,188
Total		3,515,708			81,210			4,936,388			173,188

Cost of Revenue:
Costs of revenue		2,607,085			-			3,476,441			-
Total		2,607,085			-			3,476,441			-

Gross Profit		908,623			81,210			1,459,947			173,188

Operating expenses:
Payroll and related expenses		1,038,146			521,305			2,175,571			3,133,037
General and administrative expenses		2,036,116			778,448			4,382,785			1,461,531
Marketing and business development expense		166,666			172,220			407,105			374,031
Bad debt expense		-			-			3,025,000			-
Total		3,240,928			1,471,973			9,990,461			4,968,599
Operating loss		(2,332,305	)		(1,390,763	)		(8,530,514	)		(4,795,411	)

Other income (expense):
Interest expense		(2,004,260	)		(951,239	)		(3,789,105	)		(2,583,053	)
Interest income		(62,325	)		-			(14,653	)		-
Other income		48,569			-			80,000			-
Total		(2,018,016	)		(951,239	)		(3,723,758	)		(2,583,053	)

Net loss	$	(4,350,321	)	$	(2,342,002	)	$	(12,254,272	)	$	(7,378,464	)

Net loss per share
Basic and diluted	$	(1.12	)		(2.61	)	$	(4.35	)	$	(9.76	)

Weighted average shares outstanding:
Basic and diluted		3,895,836			895,783			2,817,810			755,929

The accompanying notes are an integral part of these condensed financial statements.

Safe and Green Development Corporation and Subsidiary

Condensed Consolidated Statements of Changes in Stockholder’s Equity (Unaudited)

	$0.001 Par Value Common Stock				Additional Paid-in			Accumulated			Non-Controlling		Total Stockholder’s
	Shares		Amount		Capital			Deficit			Interest		Equity
Balance at January 1, 2024		510,000	$	510	$	9,017,814		$	(7,130,547	)		-	$	1,887,777
Conversion of notes payable and accrued interest		124,968		125		1,425,830			-			-		1,425,955
Issuance of common stock from EP agreement		49,300		49		750,670			-			-		750,719
Issuance of common stock for services and debt and warrant issuance		65,466		65		801,023			-			-		801,088
Issuance of common stock for services		9,839		10		197,861			-			-		197,871
Issuance of common stock from restricted stock units		91,138		91		1,990,079			-			-		1,990,170
Cashless warrant exercise		50,976		51		(51	)		-			-		-
Issuance of common stock for purchase of Majestic		25,000		25		434,500			-			-		435,000
Issuance of common stock for purchase of MVONIA		10,000		10		228,350			-			-		228,360
Contribution of land		-		-		289,437						192,958		482,395
Net loss		-		-		-			(7,378,464	)		-		(7,378,464	)
Balance at September 30, 2024		936,686		937		15,135,988			(14,509,011	)		192,958		820,872

Balance at June 30, 2024		826,055	$	826	$	14,184,346		$	(12,167,009	)		-	$	2,018,163
Issuance of common stock from restricted stock units		10,833		11		58,428			-			-		58,439
Conversion of notes payable and accrued interest		48,548		49		355,251			-			-		355,300
Issuance of common stock from EP agreement		5,000		5		34,305			-			-		34,310
Issuance of common stock for debt and warrant issuance		46,250		46		214,221			-			-		214,267
Contribution of land						289,437						192,958		482,395

SEC Form 10-Q filed by Safe and Green Development Corporation