Document And Entity Information
Document And Entity Information | 9 Months Ended |
Sep. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | SAFE & GREEN HOLDINGS CORP. |
Document Type | S-1 |
Amendment Flag | false |
Entity Central Index Key | 0001023994 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | |||
Cash and cash equivalents | $ 712,906 | $ 582,776 | $ 13,024,381 |
Accounts receivable, net | 741,299 | 1,280,456 | 2,917,646 |
Contract assets | 18,391 | 36,384 | 41,916 |
Held for sale assets | 4,400,361 | 4,396,826 | |
Inventories | 402,186 | 465,560 | 1,273,825 |
Prepaid expenses and other current assets | 826,917 | 744,211 | 656,279 |
Total current assets | 7,102,060 | 7,506,213 | 17,914,047 |
Property, plant and equipment, net | 6,901,417 | 5,608,903 | 6,839,943 |
Project development costs and other non-current assets | 603,431 | 483,546 | 923,172 |
Goodwill | 1,309,330 | 1,309,330 | 1,309,330 |
Right-of-use asset | 2,203,659 | 4,421,002 | 1,210,053 |
Long-term note receivable | 879,418 | 857,534 | 720,137 |
Intangible assets, net | 1,951,367 | 1,997,833 | 2,095,232 |
Deferred contract costs, net | 40,785 | 71,374 | 112,159 |
Investment in non-marketable securities | 700,000 | 700,000 | 200,000 |
Investment in and advances to equity affiliates | 3,642,607 | 3,599,945 | 3,599,945 |
Total Assets | 25,334,074 | 26,555,680 | 34,924,018 |
Current liabilities: | |||
Accounts payable and accrued expenses | 6,193,349 | 4,009,522 | 7,568,851 |
Contract liabilities | 1,311,002 | 437,271 | 1,437,579 |
Lease liability, current maturities | 1,001,138 | 1,225,394 | 337,469 |
Due to affiliates | 264,451 | ||
Assumed liability | 20,795 | 5,795 | 5,795 |
Short term notes payable, net | 7,156,737 | 2,648,300 | 1,971,960 |
Total current liabilities | 15,683,021 | 8,326,282 | 11,586,105 |
Long-term note payable | 2,500,000 | 750,000 | 750,000 |
Lease liability, net of current maturities | 734,027 | 3,039,836 | 872,124 |
Total liabilities | 18,917,048 | 12,116,118 | 13,208,229 |
Stockholders’ equity: | |||
Preferred stock, value | |||
Common stock, value | 164,828 | 126,140 | 119,869 |
Additional paid-in capital | 67,760,551 | 56,173,977 | 53,341,405 |
Treasury stock, at cost | (92,396) | (49,680) | |
Accumulated deficit | (62,331,370) | (41,428,268) | (33,109,220) |
Total Safe & Green Holdings Corp. stockholders’ equity | 5,501,613 | 14,822,169 | 20,352,054 |
Non-controlling interest | 915,413 | (382,607) | 1,363,735 |
Total stockholders’ equity | 6,417,026 | 14,439,562 | 21,715,789 |
Total Liabilities and Stockholders’ Equity | $ 25,334,074 | $ 26,555,680 | $ 34,924,018 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Preferred stock, par value (in Dollars per share) | $ 1 | $ 1 | |
Preferred stock, shares authorized | 5,405,010 | 5,405,010 | 5,405,010 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Common stock, shares issued | 16,482,771 | 12,613,978 | 11,986,873 |
Common stock, shares outstanding | 16,415,353 | 12,590,863 | 11,986,873 |
Treasury stock, shares | 67,318 | 23,115 | 23,115 |
Previously Reported | |||
Preferred stock, par value (in Dollars per share) | $ 0 | $ 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | ||||||
Revenue, total | $ 3,965,361 | $ 4,130,257 | $ 14,566,351 | $ 20,289,826 | $ 24,393,946 | $ 38,341,702 |
Cost of revenue: | ||||||
Cost of revenue, total | 4,501,393 | 4,295,431 | 15,138,225 | 17,196,605 | 21,139,794 | 36,012,654 |
Gross profit (loss) | (536,032) | (165,174) | (571,874) | 3,093,221 | 3,254,152 | 2,329,048 |
Operating expenses: | ||||||
Payroll and related expenses | 819,909 | 1,294,857 | 6,318,728 | 3,650,553 | 5,538,352 | 4,186,642 |
General and administrative expenses | 1,353,866 | 939,044 | 4,499,982 | 2,515,877 | 4,464,836 | 3,788,024 |
Marketing and business development expenses | 265,313 | 103,111 | 455,463 | 337,941 | 480,934 | 288,438 |
Pre-project expenses | 48,794 | |||||
Total | 2,439,088 | 2,337,012 | 11,274,173 | 6,504,371 | 10,484,122 | 8,311,898 |
Operating loss | (2,975,120) | (2,502,186) | (11,846,047) | (3,411,150) | (7,229,970) | (5,982,850) |
Other income (expense): | ||||||
Interest expense | (738,649) | (52,758) | (1,549,992) | (174,733) | (336,239) | (1,254) |
Interest income | 3,186 | 9,756 | 22,002 | 33,518 | 73,821 | 57,266 |
Other income (expense) | 102,449 | (2,963) | 690,939 | 488,346 | 428,411 | 62,602 |
Loss on asset disposal | (25,265) | (44,081) | ||||
Loss from equity affiliates | (55) | |||||
Total | (633,014) | (45,965) | (837,051) | 347,131 | 140,728 | 74,478 |
Loss before income taxes | (3,608,134) | (2,548,151) | (12,683,098) | (3,064,019) | (7,089,242) | (5,908,372) |
Income tax expense | ||||||
Net loss | (3,608,134) | (2,548,151) | (12,683,098) | (3,064,019) | (7,089,242) | (5,908,372) |
Add: net income (loss) attributable to noncontrolling interests | (94,568) | 1,522,101 | 1,229,806 | 4,924,302 | ||
Net loss attributable to common stockholders of Safe & Green Holdings Corp. | $ (3,608,134) | $ (2,453,583) | $ (12,683,098) | $ (4,586,120) | $ (8,319,048) | $ (10,832,674) |
Net loss per share attributable to Safe & Green Holdings Corp. - basic and diluted: | ||||||
Basic (in Dollars per share) | $ (0.22) | $ (0.18) | $ (0.86) | $ (0.35) | $ (0.62) | $ (1.16) |
Weighted average shares outstanding: | ||||||
Basic (in Shares) | 16,057,132 | 13,459,713 | 14,761,502 | 13,228,828 | 13,332,106 | 9,339,199 |
Construction services | ||||||
Revenue: | ||||||
Revenue, total | $ 3,965,361 | $ 2,685,920 | $ 14,566,351 | $ 8,567,568 | $ 12,663,896 | $ 6,537,941 |
Cost of revenue: | ||||||
Cost of revenue, total | 4,501,393 | 2,688,450 | 15,138,225 | 8,631,031 | 12,729,895 | 13,251,470 |
Engineering services | ||||||
Revenue: | ||||||
Revenue, total | 6,599 | 81,305 | 88,323 | 255,749 | ||
Cost of revenue: | ||||||
Cost of revenue, total | 5,001 | 58,893 | 58,894 | 154,126 | ||
Medical revenue | ||||||
Revenue: | ||||||
Revenue, total | 1,437,738 | 11,640,953 | 11,641,727 | 31,548,012 | ||
Cost of revenue: | ||||||
Cost of revenue, total | $ 1,601,980 | $ 8,506,681 | $ 8,351,005 | $ 22,607,058 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||||||
Diluted | $ (0.22) | $ (0.18) | $ (0.86) | $ (0.35) | $ (0.62) | $ (1.16) |
Diluted | $ 16,057,132 | $ 13,459,713 | $ 14,761,502 | $ 13,228,828 | $ 13,332,106 | $ 9,339,199 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | $0.01 Par Value Common Stock | Preferred Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Safe & Green Stockholders’ Equity | Noncontrolling Interests | Total |
Balance at Dec. 31, 2020 | $ 85,962 | $ 40,443,840 | $ (22,276,546) | $ 18,253,256 | $ 184,567 | $ 18,437,823 | ||
Balance (in Shares) at Dec. 31, 2020 | 8,596,189 | |||||||
Stock-based compensation | 1,736,531 | 1,736,531 | 1,736,531 | |||||
Conversion of warrants to common stock | $ 2,263 | 704,925 | 707,188 | 707,188 | ||||
Conversion of warrants to common stock (in Shares) | 226,300 | |||||||
Issuance of common stock, net of issuance costs | $ 31,644 | 10,456,109 | 10,487,753 | 10,487,753 | ||||
Issuance of common stock, net of issuance costs (in Shares) | 3,164,384 | |||||||
Noncontrolling interest distribution | (3,745,134) | (3,745,134) | ||||||
Net income (loss) | (10,832,674) | (10,832,674) | 4,924,302 | (5,908,372) | ||||
Balance at Dec. 31, 2021 | $ 119,869 | 53,341,405 | (33,109,220) | 20,352,054 | 1,363,735 | 21,715,789 | ||
Balance (in Shares) at Dec. 31, 2021 | 11,986,873 | |||||||
Stock-based compensation | $ 200 | 1,914,656 | 1,914,856 | 1,914,856 | ||||
Stock-based compensation (in Shares) | 20,000 | |||||||
Issuance of restricted stock units | $ 433 | (433) | ||||||
Issuance of restricted stock units (in Shares) | 43,333 | |||||||
Repurchase of common stock | (49,680) | (49,680) | (49,680) | |||||
Repurchase of common stock (in Shares) | (23,115) | |||||||
Noncontrolling interest distribution | (2,254,000) | (2,254,000) | ||||||
Net income (loss) | (4,586,120) | (4,586,120) | 1,522,101 | (3,064,019) | ||||
Balance at Sep. 30, 2022 | $ 120,502 | 55,255,628 | (49,680) | (37,695,340) | 17,631,110 | 631,836 | 18,262,946 | |
Balance (in Shares) at Sep. 30, 2022 | 12,027,091 | |||||||
Balance at Dec. 31, 2021 | $ 119,869 | 53,341,405 | (33,109,220) | 20,352,054 | 1,363,735 | 21,715,789 | ||
Balance (in Shares) at Dec. 31, 2021 | 11,986,873 | |||||||
Stock-based compensation | $ 200 | 2,838,643 | 2,838,843 | 2,838,843 | ||||
Stock-based compensation (in Shares) | 20,000 | |||||||
Issuance of restricted stock units | $ 6,071 | (6,071) | ||||||
Issuance of restricted stock units (in Shares) | 607,105 | |||||||
Repurchase of common stock | (49,680) | (49,680) | (49,680) | |||||
Noncontrolling interest distribution | (2,976,148) | (2,976,148) | ||||||
Net income (loss) | (8,319,048) | (8,319,048) | 1,229,806 | (7,089,242) | ||||
Balance at Dec. 31, 2022 | $ 126,140 | 56,173,977 | (49,680) | (41,428,268) | 14,822,169 | (382,607) | 14,439,562 | |
Balance (in Shares) at Dec. 31, 2022 | 12,613,978 | |||||||
Balance at Jun. 30, 2022 | $ 120,502 | 54,660,934 | (35,241,757) | 19,539,679 | 824,404 | 20,364,083 | ||
Balance (in Shares) at Jun. 30, 2022 | 12,050,206 | |||||||
Stock-based compensation | 594,694 | 594,694 | 594,694 | |||||
Repurchase of common stock | (49,680) | (49,680) | (49,680) | |||||
Repurchase of common stock (in Shares) | (23,115) | |||||||
Noncontrolling interest distribution | (98,000) | (98,000) | ||||||
Net income (loss) | (2,453,583) | (2,453,583) | (94,568) | (2,548,151) | ||||
Balance at Sep. 30, 2022 | $ 120,502 | 55,255,628 | (49,680) | (37,695,340) | 17,631,110 | 631,836 | 18,262,946 | |
Balance (in Shares) at Sep. 30, 2022 | 12,027,091 | |||||||
Balance at Dec. 31, 2022 | $ 126,140 | 56,173,977 | (49,680) | (41,428,268) | 14,822,169 | (382,607) | 14,439,562 | |
Balance (in Shares) at Dec. 31, 2022 | 12,613,978 | |||||||
Stock-based compensation | 3,210,631 | 3,210,631 | 3,210,631 | |||||
Issuance of restricted common stock | $ 2,875 | 434,450 | 437,325 | 437,325 | ||||
Issuance of restricted common stock (in Shares) | 287,512 | |||||||
Issuance of restricted stock units | $ 30,146 | (30,146) | ||||||
Issuance of restricted stock units (in Shares) | 3,014,617 | |||||||
Common stock issued for services | $ 500 | 47,000 | 47,500 | 47,500 | ||||
Common stock issued for services (in Shares) | 50,000 | |||||||
Issuance of warrants and restricted common stock | $ 500 | 353,739 | 354,239 | 354,239 | ||||
Issuance of warrants and restricted common stock (in Shares) | 50,000 | |||||||
Noncontrolling interest distribution | (46,417) | (46,417) | ||||||
Treasury stock | (42,716) | (42,716) | (42,716) | |||||
Distribution of SG DevCorp | 6,875,567 | (8,220,004) | (1,344,437) | 1,344,437 | ||||
Conversion of short-term notes payable | $ 4,667 | 695,333 | 700,000 | 700,000 | ||||
Conversion of short-term notes payable (in Shares) | 466,664 | |||||||
Net income (loss) | (12,683,098) | (12,683,098) | (12,683,098) | |||||
Balance at Sep. 30, 2023 | $ 164,828 | 67,760,551 | (92,396) | (62,331,370) | 5,501,613 | 915,413 | 6,417,026 | |
Balance (in Shares) at Sep. 30, 2023 | 16,482,771 | |||||||
Balance at Jun. 30, 2023 | $ 160,161 | 60,189,651 | (92,396) | (50,503,232) | 9,754,184 | (429,024) | 9,325,160 | |
Balance (in Shares) at Jun. 30, 2023 | 16,016,107 | |||||||
Distribution of SG DevCorp | 6,875,567 | (8,220,004) | (1,344,437) | 1,344,437 | ||||
Conversion of short-term notes payable | $ 4,667 | 695,333 | 700,000 | 700,000 | ||||
Conversion of short-term notes payable (in Shares) | 466,664 | |||||||
Net income (loss) | (3,608,134) | (3,608,134) | (3,608,134) | |||||
Balance at Sep. 30, 2023 | $ 164,828 | $ 67,760,551 | $ (92,396) | $ (62,331,370) | $ 5,501,613 | $ 915,413 | $ 6,417,026 | |
Balance (in Shares) at Sep. 30, 2023 | 16,482,771 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (12,683,098) | $ (3,064,019) | $ (7,089,242) | $ (5,908,372) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 277,648 | 317,249 | 410,314 | 398,744 |
Amortization of intangible assets | 140,437 | 122,587 | 164,092 | 165,877 |
Amortization of deferred license costs | 30,589 | 30,589 | 40,785 | 40,785 |
Amortization of debt issuance costs and debt discount | 685,308 | 23,726 | 23,726 | |
Amortization of right of use asset | 613,092 | |||
Common stock issued for services | 484,825 | |||
Direct write-off of accounts receivable | 1,073,531 | |||
Bad debt expense | 7,024 | 10,526 | 167,202 | |
Interest income on long-term note receivable | (21,884) | (28,048) | (37,397) | (37,500) |
Stock-based compensation | 3,210,631 | 1,874,857 | 2,798,844 | 1,647,391 |
Loss on asset disposal | 241 | 25,265 | 44,081 | |
Loss on equity affiliates | 55 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 539,157 | 1,197,149 | 553,132 | (449,240) |
Escrow - bond | (2,000,000) | |||
Contract assets | 17,993 | 41,916 | 5,532 | 1,261,220 |
Inventories | 63,374 | 378,863 | 808,265 | (495,681) |
Prepaid expenses and other current assets | (82,710) | (35,845) | (87,932) | (61,778) |
Right of use asset | 356,350 | 691,227 | 473,331 | |
Intangible assets | (93,971) | 1,139 | ||
Accounts payable and accrued expenses | 2,183,831 | (4,006,868) | (3,519,329) | 3,606,889 |
Contract liabilities | 873,731 | (163,161) | (1,000,308) | (337,161) |
Due to affiliates | (264,451) | (264,450) | (701,110) | |
Other current liability | 176,340 | (5,000) | ||
Lease liability | (925,815) | (341,319) | (414,674) | (472,492) |
Net cash used in operating activities | (4,671,862) | (5,553,160) | (5,630,614) | (662,759) |
Assumed liability | 15,000 | |||
Cash flows used in investing activities: | ||||
Purchase of property, plant and equipment | (530,057) | (1,996,200) | (2,760,032) | (4,824,756) |
Purchase of intangible asset | (67,832) | (42,500) | ||
Proceeds from sale of equipment | 760 | 760 | 225,000 | |
Repayment of promissory note | (100,000) | |||
Payment for Promissory Note | (100,000) | |||
Payment on assumed liability of acquired assets | (194,969) | |||
Project development costs | (119,885) | (805,362) | (426,194) | (630,470) |
Payment on security deposit | (203,562) | |||
Investment in non-marketable securities | (500,000) | (500,000) | (200,000) | |
Investment in and advances to equity affiliates | (42,662) | (148,570) | (3,600,000) | |
Net cash used in investing activities | (692,604) | (3,549,372) | (3,853,298) | (9,471,257) |
Cash flows provided by financing activities: | ||||
Proceeds from public stock offering and other private placements, net of issuance costs | 10,487,753 | |||
Proceeds from conversion of warrants to common stock | 707,188 | |||
Proceeds from short-term note payable | 500,000 | 2,000,000 | ||
Payment of note issuance costs | (51,766) | |||
Proceeds from long-term notes payable | 706,359 | 750,000 | ||
Payments on financing lease | (431,865) | |||
Distribution paid to non-controlling interest | (46,417) | (2,254,000) | (2,976,148) | (3,745,134) |
Repurchase of common stock | (42,716) | (49,680) | (49,680) | |
Net cash provided by (used in) financing activities | 5,494,596 | (1,803,680) | (2,957,693) | 10,148,041 |
Repayment of short term notes payable | (2,732,144) | |||
Proceeds from short-term notes payable and warrants, net of debt issuance costs | 7,609,514 | 500,000 | ||
Net increase/(decrease) in cash and cash equivalents | 130,130 | (10,906,212) | (12,441,605) | 14,025 |
Cash and cash equivalents - beginning of period | 582,776 | 13,024,381 | 13,024,381 | 13,010,356 |
Cash and cash equivalents - end of period | 712,906 | 2,118,169 | 582,776 | 13,024,381 |
Supplemental disclosure of cash flow information: | ||||
Cash paid during the year for interest | 271,744 | 562 | ||
Supplemental disclosure of non-cash operating activities: | ||||
Initial value of lease liability | 1,801,584 | $ 3,902,175 | ||
Conversion of short-term notes payable to common stock | $ 700,000 |
Description of Business
Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Description of Business [Abstract] | ||
Description of Business | 1. Description of Business Safe & Green Holdings Corp. (collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known as SG Blocks, Inc. as well as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993. On November 4, 2011, CDSI Merger Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG Building Blocks, Inc. (“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization of SG Building, as SG Building was the accounting acquirer. The Company operates in the following four segments: (i) manufacturing & construction services; (ii) medical; (ii) real estate development; and (iv) environmental. The construction segment designs and constructs modular structures built in the Company’s factories. In the medical segment the Company uses its modular technology to (i) provide turnkey solutions to medical testing and treatment and generate revenue from the medical testing and point of care treatment in our medical suites and (ii) sell and lease medical suites and privacy pods. The Company’s real estate development segment, SG Development Corp., our majority owned subsidiary, builds innovative and green single or multifamily projects in underserved regions nationally using modules (“Modules”) built in one of the Company’s vertically integrated factories. The environmental segment, the newest segment, is a sustainable medical and waste management solution that collects waste and treats waste for safe disposal. The building products developed with the Company’s proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods. The use of the Company’s Modules typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials. Due to the ability of the Modules to satisfy such requirements, the Company believes the products produced utilizing its technology and expertise is a leader in environmentally sustainable construction. There are three core product offerings that utilize the Company’s technology and engineering expertise. The first product offering involves GreenSteel™ modules, which are the structural core and shell of an SGBlocks building. The Company procures the containers, engineer required openings with structural steel enforcements, paint the SGBlocks and then deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation. The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering SGBlocks pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation. Finally, the third product offering is the completely fabricated and finished SGBlocks building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps. The building is ready for occupancy and/or use as soon as installation is completed. Construction administration and/or project management services are typically included in the Company’s product offerings. The Company also provides engineering and project management services related to the use and modification of Modules in construction. Construction During 2020, the Company formed, SG Echo, LLC (“SG Echo”), a wholly owned subsidiary of the Company. The Company acquired substantially all the assets of Echo DCL (“Echo”), a Texas limited liability company, except for Echo’s real estate holdings for which the Company obtained a right of first refusal. Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of the Company’s key supply chain partners. Echo caters to the military, education, administration facilities, healthcare, government, commercial and residential customers. This acquisition has allowed the Company to expand its reach for the Modules and offer an opportunity to vertically integrate a large portion of the Company’s cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery and to become the manufacturer of the Company’s core container and modular product offerings. Medical As of January 2021 and through the fourth quarter of 2021, the Company’s consolidated financial statements include the accounts of Chicago Airport Testing LLC (“CAT”). The Company had a variable interest in CAT as described further below. CAT is in the business of marketing, selling, distributing, leasing and otherwise commercially exploiting certain products and services in the COVID-19 testing and other medical industry. In addition, during March 2023, the Company formed Safe and Green Medical Corporation. (“SG Medical”). The Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID-19. Real Estate Development During 2021, the Company formed Safe and Green Development Corporation, formerly, SGB Development Corp. (“SG DevCorp”), as a wholly-owned by the Company. SG DevCorp was formed with the purpose of real property development utilizing the Company’s technologies. SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below. In December 2022, the Company and then owner of 100% of the issued and outstanding securities of SG DevCorp, announced its plan to separate the Company and SG DevCorp into two separate publicly traded companies (the “Separation”). To implement the Separation, on September 27, 2023 (the “Distribution Date”), the Company, effected a pro rata distribution to its stockholders of approximately 30% of the outstanding shares of SG DevCorp’s common stock (the “Distribution”). In connection with the Distribution, each Company stockholder received 0.930886 shares of SG DevCorp’s common stock for every five (5) shares of Company common stock held as of the close of business on September 8, 2023, the record date for the Distribution, as well as a cash payment in lieu of any fractional shares. Immediately after the Distribution, SG DevCorp was no longer a wholly owned subsidiary of the Company and the Company held approximately 70% of SG DevCorp’s issued and outstanding securities. On September 28, 2023, SG DevCorp’s common stock began trading on the Nasdaq Capital Market under the symbol “SGD.” In connection with the Separation and Distribution, SG DevCorp entered into a separation and distribution agreement and several other agreements with the Company. These agreements provide for the allocation between SG DevCorp and the Company of the assets, employees, liabilities and obligations (including, among others, investments, property, employee benefits and tax-related assets and liabilities) of the Company and its subsidiaries attributable to periods prior to, at and after the Separation and will govern the relationship between the Company and SG DevCorp subsequent to the completion of the Separation. In addition to the separation and distribution agreement, the other principal agreements entered into with the Company included a tax matters agreement and a shared services agreement. Environmental | 1. Description of Business Safe & Green Holdings Corp. (collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known as SG Blocks, Inc. as well as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993. On November 4, 2011, CDSI Merger Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG Building Blocks, Inc. (“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization of SG Building, as SG Building was the accounting acquirer. Accordingly, the historical financial statements presented are the financial statements of SG Building. The Company operates in the following four segments: (i) construction; (ii) medical; (ii) real estate development; and (iv) environmental. The manufacturing segment designs and constructs modular structures built in the Company’s factories. In the medical segment the Company uses its modular technology to provide turnkey solutions to medical testing and treatment and generates revenue from the medical testing. The Company’s real estate development segment builds innovative and green single or multifamily projects in underserved regions nationally using modules built in one of the Company’s vertically integrated factories. The environmental segment, the newest segment, is a sustainable medical and waste management solution that collects waste and treats waste for safe disposal. The building products developed with the Company’s proprietary technology and design and engineering expertise are generally stronger, more durable, environmentally sensitive, and erected in less time than traditional construction methods. The use of the SGBlocks building structure typically provides between four to six points towards the Leadership in Energy and Environmental Design (“LEED”) certification levels, including reduced site disturbance, resource reuse, recycled content, innovation in design and use of local and regional materials. Due to the ability of SGBlocks to satisfy such requirements, the Company believes the products produced utilizing its technology and expertise is a leader in environmentally sustainable construction. There are three core product offerings that utilize the Company’s technology and engineering expertise. The first product offering involves GreenSteel™ modules, which are the structural core and shell of an SGBlocks building. The Company procures the containers, engineer required openings with structural steel enforcements, paint the SGBlocks and then deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation. The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering SGBlocks pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation. Finally, the third product offering is the completely fabricated and finished SGBlocks building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps. The building is ready for occupancy and/or use as soon as installation is completed. Construction administration and/or project management services are typically included in the Company’s product offerings. The Company also provides engineering and project management services related to the use and modification of Modules in construction. Construction During 2020, the Company formed, SG Echo, LLC, a wholly owned subsidiary of the Company. The Company acquired substantially all the assets of Echo DCL, a Texas limited liability company, except for Echo’s real estate holdings for which the Company obtained a right of first refusal. Echo is a container/modular manufacturer based in Durant, Oklahoma specializing in the design and construction of permanent modular and temporary modular buildings and was one of the Company’s key supply chain partners. Echo caters to the military, education, administration facilities, healthcare, government, commercial and residential customers. This acquisition has allowed the Company to expand its reach for the Modules and offer an opportunity to vertically integrate a large portion of the Company’s cost of goods sold, as well as increase margins, productivity and efficiency in the areas of design, estimating, manufacturing and delivery and to become the manufacturer of the Company’s core container and modular product offerings. The Company also entered into a joint venture with Clarity Lab Solutions LLC., to provide clinical lab testing related to COVID-19. Medical As of January 2021 and through the fourth quarter of 2021, the Company’s consolidated financial statements include the accounts of Chicago Airport Testing LLC (“CAT”). The Company had a variable interest in CAT as described further below. CAT is in the business of marketing, selling, distributing, leasing and otherwise commercially exploiting certain products and services in the COVID-19 testing and other medical industry. Real Estate Development In addition, during 2021, the Company formed Safe and Green Development Corporation, formerly, SGB Development Corp. (“SG DevCorp”), which is wholly-owned by the Company. SG DevCorp was formed with the purpose of real property development utilizing the Company’s technologies. SG DevCorp has a minority interest in Norman Berry II Owners LLC and JDI-Cumberland Inlet LLC as described further below. Environmental During 2022, SG Environmental Solutions Corp. (“SG Environmental”) was formed and is focused on biomedical waste removal and will utilize a patented technology that it licenses to shred and disinfect biomedical waste, rendering the waste disinfected, unrecognizable, and of no greater risk to the public health than residential household waste. |
Liquidity
Liquidity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Liquidity [Abstract] | ||
Liquidity | 2. Liquidity As of September 30, 2023, the Company had cash and cash equivalents of $712,906 and a backlog of $4,000,771. See Note 11 for a discussion of construction backlog. Based on its conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period: 2023 Within 1 year $ 4,000,771 Total Backlog $ 4,000,771 The Company has incurred losses since its inception, has negative working capital of $(8,580,961) and has negative operating cash flows, which has raised substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company intends to meet its capital needs from revenue generated from operations and by containing costs, entering into strategic alliances, as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary. There is, however, no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive. The Company does not have any additional sources secured for future funding, and if it is unable to raise the necessary capital at the times it requires such funding, it may need to materially change its business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether. | 2. Liquidity As of December 31, 2022, the Company had cash and cash equivalents of $582,776 and a backlog of $6,810,672. See Note 13 for a discussion of construction backlog. Based on the Company’s conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period: 2022 Within 1 year $ 6,810,762 Total Backlog $ 6,810,762 The Company has incurred losses since its inception, has negative working capital of approximately $820,000 and has negative operating cash flows, which has raised substantial doubt about its ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. The Company intends to meet its capital needs from revenue generated from operations and by containing costs, entering into strategic alliances, as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary. There is, however, no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive. The Company does not have any additional sources secured for future funding, and if it is unable to raise the necessary capital at the times it requires such funding, it may need to materially change its business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether. With the global spread of the ongoing novel coronavirus (“COVID-19”) pandemic during 2020, the Company implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and business. Any quarantines, the timing and length of containment and eradication solutions, travel restrictions, absenteeism by infected workers, labor shortages or other disruptions to the Company’s suppliers and contract manufacturers or customers would likely adversely impact the Company’s sales and operating results and result in further project delays. In addition, the pandemic has negatively affected the economy and has affected the demand for the Company’s products. During COVID-19, order lead times were extended and delayed and pricing has increased. Some products or services may become unavailable if the regional or global spread were significant enough to prevent alternative sourcing. Accordingly, the Company is considering alternative product sourcing in the event that product supply becomes problematic. To the extent the ongoing COVID-19 pandemic adversely affects the Company’s business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces. The Company has been impacted by COVID-19 with supply chain distributions, absenteeism by infected workers and skilled labor shortages which has caused delays in projects and the Company could be further impacted if the COVID-19 pandemic continues. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 3. Summary of Significant Accounting Policies Basis of presentation and principals of consolidation Recently adopted accounting pronouncements - Accounting estimates Operating cycle – Revenue recognition (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2021. Revenue from the activities of the JV is related to clinical testing services and was recognized when services have been rendered, which was at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimated its contractual allowances, payer denials and price concessions. In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing. For the nine months ended September 30, 2023 and 2022, the Company recognized $0 and $10,200,000, respectively related to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations. Due to the ongoing lower affects of COVID-19 restrictions, the JV began to wind down during the fourth quarter of 2022. Disaggregation of Revenues The Company’s revenue for the three and nine months ended September 30, 2022 was principally derived from construction and engineering contracts related to the manufacturing of modular units used for construction, and medical revenue derived from lab testing and test kit sales. The Company’s revenues for the three and nine months ended September 30, 2023 was principally derived from construction contracts related to the manufacturing of modular units The Company’s contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $0 and $14,566,351, respectively, for the nine months ended September 30, 2023. Revenue recognized at a point in time and recognized over time were $11,640,953 and $8,648,873, respectively, for the nine months ended September 30, 2022. Revenue recognized at a point in time and recognized over time were $0 and $3,965,361, respectively, for the three months ended September 30, 2023. Revenue recognized at a point in time and recognized over time were $1,437,738 and $2,692,519, respectively, for the three months ended September 30, 2022. The following tables provide further disaggregation of the Company’s revenues by categories: Three Months Ended September 30, Revenue by Customer Type 2023 2022 Construction and Engineering Services: Hotel $ — — % $ 1,224,181 30 % Office 3,965,361 100 % 1,468,338 35 % Subtotal 3,965,361 100 % 2,692,519 65 % Medical Revenue: Medical (lab testing, kit sales and equipment) — — % 1,437,738 35 % Total revenue by customer type $ 3,965,361 100 % $ 4,130,257 100 % Nine Months Ended September 30, Revenue by Customer Type 2023 2022 Construction and Engineering Services: Government $ — — % $ 39 — % Hotel 44,201 — % 2,368,960 13 % Multi-Family (includes Single Family) — — % 86,034 — % Office 14,522,150 100 % 6,178,856 30 % Retail — — % 5,344 — % Special Use — — % 9,640 — % Subtotal 14,566,351 100 % 8,648,873 43 % Medical Revenue: Medical (lab testing, kit sales and equipment) — — % 11,640,953 57 % Total revenue by customer type $ 14,566,351 100 % $ 20,289,826 100 % Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of the Company’s contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the condensed consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the condensed consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs Business Combinations Variable Interest Entities On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue 200,000 restricted shares of the Company’s common stock over a defined vesting period starting in December 1, 2020. The restricted shares of the Company’s common stock were not issued to Clarity Labs as certain capital commitments were not met. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID-19. Clarity Labs was also engaged in the business of manufacturing, importing and distributing various medical tests. Under the JV, the Company and Clarity Labs were to jointly market, sell, and distribute certain products and services (“Clarity Mobile Venture”). The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements. Due to the ongoing lower affects of COVID-19 restrictions, the JV was wound down during the fourth quarter of 2022. On January 18, 2021 the Company entered into an operating agreement to form CAT. The purpose of CAT is to market, sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID-19 testing industry. The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements. Investment Entities – On June 24, 2021, the Company’s subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. During the nine months ended September 30, 2023, the Company contributed an additional $25,000. The purpose of JDI-Cumberland Inlet, LLC is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of JDI-Cumberland Inlet, LLC and thus will not consolidate the activities in its consolidated financial statements. The Company will use the equity method to report the activities as an investment in its consolidated financial statements. During the nine months ended September 30, 2023, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of September 30, 2023. The approximate combined financial position of the Company’s equity affiliates are summarized below as of September 30, 2023 and December 31, 2022: Condensed balance sheet information: September 30, December 31, (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,500,000 Total liabilities $ 7,100,000 $ 7,100,000 Members’ equity $ 30,400,000 $ 30,400,000 Cash and cash equivalents Short-term investment Accounts receivable and allowance for credit losses The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model. The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions. The allowance for credit losses reflects the Company’s best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from the Company’s estimates and could be material to its consolidated financial position, results of operations, and cash flows. Inventory Goodwill – Intangible assets – five For the year ending December 31: 2023 (remaining) $ 49,370 2024 192,436 2025 189,019 2026 171,684 2027 168,006 Thereafter 1,180,852 $ 1,951,367 Property, plant and equipment 29 Held For Sale Assets Convertible instruments Common stock purchase warrants and other derivative financial instruments Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. Share-based payments Income taxes – The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk – With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At September 30, 2023 and December 31, 2022, 87% and 80%, respectively, of the Company’s gross accounts receivable were due from three and three customers. Revenue relating to one and two customers represented approximately 100% and 93% of the Company’s total revenue for the three months ended September 30, 2023 and 2022, respectively. Revenue relating to one and one customers represented approximately 97% and 88% of the Company’s total revenue for the nine months ended September 30, 2023 and 2022, respectively. There were no vendors representing 10% or more of the Company’s total cost of revenue for the three and nine months ended September 30, 2023 and 2022. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. | 3. Summary of Significant Accounting Policies Basis of presentation and principals of consolidation Recently adopted accounting pronouncements - Accounting estimates Operating cycle – Revenue recognition (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company was to receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties. On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019, and no revenue has been recognized under the ELA for the years ending December 31, 2022 and 2021. CMC Right of First Refusal Agreement – Agreement CMC ROFR Rights The Agreement also provided that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total expected gross revenue to the Company for the project to be derived by CMC is approximately $0. The project is a residential project but it was not subject to the recently terminated ELA. The planning stage of the project was initially delayed due to COVID-19. The Company is no longer participating on Ridge Avenue as CMC has decided to proceed with this project as a traditional construction build. The Company has reported this as a cancellation within the Company’s backlog footnote, see Note 13 on this discussion. No revenue has been recognized under the Agreement during the years ending December 31, 2022 or 2021. The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of2021. Revenue from the activities of the JV is related to clinical testing services and is recognized when services have been rendered, which is at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions. In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing. For the years ended December 31, 2022 and 2021, the Company recognized approximately $11.6 million and 31.4 million, respectively, related to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations. Due to the ongoing lower affects of COVID-19 restrictions, the JV began to wind down during the fourth quarter of 2022. Disaggregation of Revenues The Company’s revenues are primarily derived from two segments, construction related to Modules projects and medical revenue derived from lab testing and test kit sales. The Company’s contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $11,641,727 and $12,752,219, respectively, for the year ended December 31, 2022. Revenue recognized at a point in time and recognized over time were $31,548,012 and $6,793,690, respectively, for the year ended December 31, 2021. The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Segments and Customer Type 2022 2021 Construction Segment: Government $ 905,554 4 % $ 2,335,031 6 % Hotel/Hospitality 2,731,439 11 % 1,110,303 3 % Multi-Family (includes Single Family) 86,033 — % 103,672 — % Medical (construction services) — — % 495,122 1 % Office 9,009,209 37 % 534,001 2 % Retail 5,344 — % 285,177 1 % Special Use 14,640 — % 1,930,384 5 % Total Construction Revenue Segment (includes engineering service revenue) $ 12,752,219 52 % $ 6,793,690 18 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 11,641,727 48 % $ 31,548,012 82 % Total Revenue by Segments and Customer Type $ 24,393,946 100 % $ 38,341,702 100 % Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs Exclusive License Agreement – In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5.In addition, to the extent the Licensee sublicensed any aspect of the License to a sub-licensee, the Licensee was obligated to pay to the Company fifty percent (50%) of all payments received by the Licensee from such sublicensee. The ELA provided for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. On June 15, 2021, the Company terminated the ELA. In connection with the termination, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with CPF, the general partner (the “Licensee”) of CPF MF 2019-1 LLC (“CPF MF”), and Capital Plus Financial, LLC, a limited partner of the Licensee (“Capital Plus”) and an Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021, with Capital Plus and the Licensee. Pursuant to the Settlement Agreement with CPF and Capital Plus, the ELA was terminated, the Company released CPF and CPF MF for any claims in exchange for releases from CPF and Capital Plus and the Company received an assignment of CPF’s right under certain circumstances to a $1.25 million redemption distribution from CPF MF under its Operating Agreement. Business Combinations V ariable Interest Entities On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue 200,000 restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. The restricted shares of SGB common stock were not issued to Clarity Labs as certain capital commitments were not met. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID-19. Clarity Labs is also engaged in the business of manufacturing, importing and distributing various medical tests. Under the JV, the Company and Clarity Labs will jointly market, sell, and distribute certain products and services (“Clarity Mobile Venture”). As of December 31, 2021, $502,958 was due to Clarity Labs for expenses paid on behalf of Clarity Mobile Venture, and is included in Due to Affiliates, Accounts Payable and Accrued Expenses on the accompanying consolidated balance sheets. In addition, during the year ended December 31, 2021, the Company recognized revenue of $60,110 and other income of $60,000 to Clarity Labs, of which none is included in accounts receivable as of December 31, 2021. The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements. Due to the ongoing lower affects of COVID-19 restrictions, the JV was wound down during the fourth quarter of 2022, and the Company does not owe any amounts to Clarity Labs as of December 31, 2022. On January 18, 2021 the Company entered into an operating agreement to form CAT. The purpose of CAT is to market, sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID-19 testing industry. The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements. Investment Entities On June 24, 2021, the Company’s subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. The purpose of JDI-Cumberland Inlet, LLC is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of JDI-Cumberland Inlet, LLC and thus will not consolidate the activities in its consolidated financial statements. The Company will use the equity method to report the activities as an investment in its consolidated financial statements. During the year ended December 31, 2022, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of December 31, 2022. The approximate combined financial position of the Company’s equity affiliates are summarized below as of December 31, 2022 and 2021: 2022 2021 Condensed balance sheet information: Total assets $ 37,500,000 $ 37,700,000 Total liabilities $ 7,100,000 $ 7,020,000 Members’ equity $ 30,400,000 $ 30,680,000 Cash and cash equivalents Short-term investment Accounts receivable and allowance for credit losses The allowance for credit losses reflects the Company’s best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. Inventory Goodwill – Intangible assets – For the year ending December 31,: 2023 $ 174,741 2024 174,035 2025 170,618 2026 153,283 2027 149,605 Thereafter 1,175,551 $ 1,997,833 Property, plant and equipment Held For Sale Assets Convertible instruments Common stock purchase warrants and other derivative financial instruments Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the year ended December 31, 2022 or 2021. Share-based payments Other income (expense) Income taxes – The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. Concentrations of credit risk – With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2022 and 2021, 80% and 78%, respectively, of the Company’s gross accounts receivable were due from three and four customers. Revenue in excess of 10% relating to three and one customers represented approximately65% and80% of the Company’s total revenue for the year ended December 31, 2022 and 2021, respectively. For the year ending December 31, 2022 and 2021, there were no vendors that represented 10% or more of our cost of revenue. |
Accounts Receivable
Accounts Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts Receivable [Abstract] | ||
Accounts Receivable | 4. Accounts Receivable At September 30, 2023 and December 31, 2022, the Company’s accounts receivable consisted of the following: 2023 2022 Billed: Construction services $ 887,045 $ 1,310,456 Other receivable — 115,746 Total gross receivables 887,045 1,426,202 Less: allowance for credit losses (145,746 ) (145,746 ) Total net receivables $ 741,299 $ 1,280,456 Receivables are evaluated for collectability and allowances for potential losses are established or maintained on applicable receivables. | 4. Accounts Receivable At December 31, 2022, 2021 and 2020, the Company’s accounts receivable consisted of the following: 2022 2021 2020 Billed: Construction services $ 1,310,456 $ 2,293,187 $ 1,391,555 Engineering services — 86,388 86,264 Medical revenue — 679,446 1,157,819 Retainage receivable — 635,049 615,136 Other receivable 115,746 186,692 180,748 Total gross receivables 1,426,202 3,880,762 3,431,522 Less: allowance for credit losses (145,746 ) (963,116 ) (795,914 ) Total net receivables $ 1,280,456 $ 2,917,646 $ 2,635,608 Receivables are evaluated for collectability and allowances for potential losses are established or maintained on applicable receivables. There were direct write offs of $40,580 during the year ended December 31, 2022. There was a provision for credit losses of $0 and $167,202 for the years ended December 31, 2022 and 2021, respectively. |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Contract Assets and Contract Liabilities [Abstract] | ||
Contract Assets and Contract Liabilities | 5. Contract Assets and Contract Liabilities Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at September 30, 2023 and December 31, 2022: 2023 2022 Costs incurred on uncompleted contracts $ 17,242,167 $ 13,730,177 Provision for loss on uncompleted contracts — — Estimated earnings to date on uncompleted contracts 103,251 (2,160,085 ) Gross contract assets 17,345,418 11,570,092 Less: billings to date (18,638,029 ) (11,970,979 ) Net contract assets/(liabilities) on uncompleted contracts $ (1,292,611 ) $ (400,887 ) The above amounts are included in the accompanying condensed consolidated balance sheets under the following captions at September 30, 2023 and December 31, 2022. 2023 2022 Contract assets $ 18,391 $ 36,384 Contract liabilities (1,311,002 ) (437,271 ) Net contract assets (liabilities) $ (1,292,611 ) $ (400,887 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. | 5. Contract Assets and Contract Liabilities Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at December 31: 2022 2021 2020 Costs incurred on uncompleted contracts $ 13,730,177 $ 4,272,425 $ 4,572,581 Provision for loss on uncompleted contracts — 2,238,578 — Estimated earnings (losses) to date on uncompleted contracts (2,160,085 ) (3,156,377 ) 872,302 Gross contract assets 11,570,092 3,354,626 5,444,883 Less: billings to date (11,970,979 ) (4,750,289 ) (5,916,487 ) Net contract liabilities on uncompleted contracts $ (400,887 ) $ (1,395,663 ) $ (471,604 ) The above amounts are included in the accompanying consolidated balance sheets under the following captions at December 31: 2022 2021 2020 Contract assets $ 36,384 $ 41,916 $ 1,303,136 Contract liabilities (437,271 ) (1,437,579 ) (1,774,740 ) Net contract liabilities $ (400,887 ) $ (1,395,663 ) $ (471,604 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. |
Project Development Costs and O
Project Development Costs and Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Project Development Costs and Other Non-Current Assets [Abstract] | |
Project Development Costs and Other Non-Current Assets | 6. Project Development Costs and Other Non-Current Assets Project development costs and other non-current assets are stated at cost. At December 31, 2022, the Company’s project development costs related mainly to its construction segment totaled $289,984 and other non-current assets which includes security deposits totaled $193,562. At December 31, 2021, the Company’s project development costs related mainly to its development segment totaled $719,610 and other non-current assets which includes security deposits totaled $203,562. |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant and equipment | 6. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At September 30, 2023 and December 31, 2022, the Company’s property, plant and equipment, net consisted of the following: 2023 2022 Computer equipment and software $ 99,505 $ 94,530 Furniture and other equipment 271,798 271,798 Leasehold improvements 17,280 17,280 Equipment and machinery 943,464 943,464 Automobiles 4,638 4,638 Building held for leases 196,416 196,416 Laboratory and temporary units 1,364,748 1,364,748 Land 1,190,655 1,190,655 Building 969,113 — Construction in progress 2,840,174 2,244,100 Property, plant and equipment 7,897,791 6,327,629 Less: accumulated depreciation (996,374 ) (718,726 ) Property, plant and equipment, net $ 6,901,417 $ 5,608,903 Depreciation expense for the three months ended September 30, 2023 and 2022 amounted to $92,984 and $106,271 respectively. Depreciation expense for the nine months ended September 30, 2023 and 2022 amounted to $277,648 and $317,249 respectively. | 7. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At December 31, 2022 and 2021, the Company’s property, plant and equipment, net consisted of the following: 2022 2021 Computer equipment and software $ 94,530 $ 156,701 Furniture and other equipment 271,798 275,606 Leasehold improvements 17,280 15,400 Equipment and machinery 943,464 1,219,056 Automobiles 4,638 4,638 Building held for lease 196,416 196,416 Laboratory and temporary units 1,364,748 1,362,760 Land 1,190,655 3,576,130 Construction in process 2,244,100 442,515 Property, plant and equipment 6,327,629 7,249,222 Less: accumulated depreciation (718,726 ) (409,279 ) Property, plant and equipment, net $ 5,608,903 $ 6,839,943 Depreciation expense for the years ended December 31, 2022 and 2021 amounted to $410,314 and $398,744, respectively. |
Notes Receivable
Notes Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Receivable [Abstract] | ||
Notes Receivable | 7. Notes Receivable On January 21, 2020, CPF GP 2019-1 LLC (“CPF GP”) issued to the Company a promissory note in the principal amount of $400,000 (the “Company Note”) and issued to Paul Galvin, the Company’s Chairman and CEO, a promissory note in the principal amount of $100,000 (the “Galvin Note”). The transaction closed on January 22, 2021, on which date the Company loaned CPF GP 2019-1 LLC $400,000 and Mr. Galvin personally loaned CPF GP $100,000 on behalf of the Company. The Company Note and Galvin Note were issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement”), as amended on October 15, 2019 and November 7, 2019 by and between CPF GP and the Company, and bear interest at five percent (5%) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner; provided, that the terms of the Galvin Note provide that all interest payments due to Mr. Galvin under the Galvin Note shall be paid directly to, and for the benefit of, the Company. In April 2020, CPF GP issued to the Company a promissory note in the principal amount of $250,000 (the “Company Note 2”). The transaction closed on April 15, 2021, on which date the Company loaned CPF GP 2019-1 LLC $250,000. The Company Note was issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement 2”), as amended on October 15, 2019 and November 7, 2019 by and between the CPF GP and the Company, and bear interest at five percent (5%) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner. During the year ended December 31, 2022, the Galvin Note was assigned to the Company and the principal amount of $100,000 was paid to Mr. Galvin. The Company has a promissory note in the principal amount of $100,000 (the “Company Note 3”) and the assignment occurred in January 2022. | 8. Notes Receivable On January 21, 2020, CPF GP 2019-1 LLC (“CPF GP”) issued to the Company a promissory note in the principal amount of $400,000 (the “Company Note”) and issued to Paul Galvin, the Company’s Chairman and CEO, a promissory note in the principal amount of $100,000 (the “Galvin Note”). The transaction closed on January 22, 2020, on which date the Company loaned CPF GP 2019-1 LLC $400,000 and Mr. Galvin personally loaned CPF GP $100,000 on behalf of the Company. The Company Note and Galvin Note were issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement”), as amended on October 15, 2019 and November 7, 2019 by and between the CPF GP and the Company, and bear interest at five percent (5%) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner; provided, that the terms of the Galvin Note provide that all interest payments due to Mr. Galvin under the Galvin Note shall be paid directly to, and for the benefit of, the Company. In April 2020, CPF GP issued to the Company a promissory note in the principal amount of $250,000 (the “Company Note 2”). The transaction closed on April 15, 2020, on which date the Company loaned CPF GP 2019-1 LLC $250,000. The Company Note was issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement 2”), as amended on October 15, 2019 and November 7, 2019 by and between the CPF GP and the Company, and bear interest at five percent (5%) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner. Interest income recognized for the years ended December 31, 2022 and 2021 amounted to $37,397 and $37,500, respectively. During the year ended December 31, 2022, the Galvin Note was assigned to the Company and the principal amount of $100,000 was paid to Mr. Galvin. The Company has a promissory note in the principal amount of $100,000 (the “Company Note 3”) and the assignment occurred in January 2022. The promissory notes are unaffected by the Settlement and Mutual Release Agreement and remain in effect and outstanding in accordance with the terms of the notes evidencing such loans. See Note 3 for a discussion on the Settlement and Mutual Release Agreement and termination of the ELA with CPF. |
Accounts Payables and Accrued L
Accounts Payables and Accrued Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payables and Accrued Liabilities [Abstract] | |
Accounts Payables and Accrued Liabilities | 9. Accounts Payables and Accrued Liabilities The Company’s accounts payables and accrued liabilities at December 31, 2022 and 2021, consisted of the following: 2022 2021 Accounts payable (1) $ 3,147,014 $ 3,784,662 Accrued public fees (2) 178,491 121,749 Accrued construction cost of goods sold — 367,298 Accrued losses (3) — 2,238,578 Accrued medical cost of goods sold — 208,512 Accrued g&a 254,557 176,432 Accrued project development costs — 77,700 Accrued payroll and benefits (4) 349,777 545,003 Accrued interest 10,923 11,333 Accrued non-income taxes (5) 68,760 37,584 Total Accounts Payable and Accrued Liabilities $ 4,009,522 $ 7,568,851 (1) Payables also includes insurance financing payable and construction retainage payable balances along with the Company’s normal account payable balances. (2) Public fees include accruals for accounting, legal, and SEC compliance expenses. (3) Losses for on-going construction projects related to the Construction segment. (4) Accrued wages, salaries, PTO, benefits, taxes, and other incentive plan expenses. (5) Non-income taxes includes property taxes, franchise taxes and other. |
Notes Payable
Notes Payable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Notes Payable [Abstract] | ||
Notes Payable | 8. Notes Payable On July 14, 2021, SG DevCorp, a subsidiary of the Company, issued a Real Estate Lien Note, in the principal amount of $2,000,000 (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on the Company’s 50+ acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,948,234 after fees. The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. If the Short-Term Note is prepaid prior to nine (9) months after its issuance date, a 0.5% prepayment penalty is due. The Company capitalized $20,000 in interest charges and $4,134 in debt issuance costs during the year ended December 31, 2022 related to the Lago Vista project in accordance with ASC 835-20. On July 14, 2022, the Company entered into a renewal and extension of the Short-Term Note, with a maturity date of January 14, 2023 and all other terms remaining the same. On September 8,2022, SG DevCorp entered into a Second Real Estate Lien Note, in the principal amount of $500,000, with similar terms to the Short-Term Note (“Second Short-Term Note”). The Second Short-Term Note had a maturity date of January 14, 2023. During January 2023, the Short-Term Note and Second Short-Term Note were extended with a maturity date of February 1, 2024. On March 31, 2023, LV Peninsula Holding LLC (“LV Peninsula”), a Texas limited liability company and wholly owned subsidiary of SG DevCorp, pursuant to a Loan Agreement, dated March 30, 2023 (the “Loan Agreement”), issued a promissory note, in the principal amount of $5,000,000 (the “LV Note”), secured by a Deed of Trust and Security Agreement, dated March 30, 2023 (the “Deed of Trust”) on the Lake Travis project site in Lago Vista, Texas, a related Assignment of Contract Rights, dated March 30, 2023 (“Assignment of Rights”), on the project site in Lago Vista, Texas and McLean site in Durant, Oklahoma and a Mortgage, dated March 30, 2023 (“Mortgage”), on its site in Durant, Oklahoma. The proceeds of the LV Note were used to pay off the Short-Term Note and Second Short-Term Note. The LV Note requires monthly installments of interest only, is due on April 1, 2024 and bears interest at the prime rate as published in the Wall Street Journal (currently 8.0%) plus five and 50/100 percent (5.50%), currently equaling 13.5%; provided that in no event will the interest rate be less than a floor rate of 13.5%. The LV Peninsula obligations under the LV Note have been guaranteed by SG DevCorp pursuant to a Guaranty, dated March 30, 2023 (the “Guaranty”), and may be prepaid by LV Peninsula at any time without interest or penalty. The Company incurred $406,825 of debt issuance costs and remitted $675,000 in prepaid interest in connection with the LV Note. On October 29, 2021, SG Echo, a subsidiary of the Company, entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $750,000 to be used for renovation improvements related to the Company’s second manufacturing facility and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $750,000 (the “Forgivable Note”). The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided, if no event of default has occurred under the Forgivable Note or Loan Agreement, one-third (1/3) of the balance of the Forgivable Note will be forgiven on April 29, 2027, one-half (1/2) of the balance of the Forgivable Note will be forgiven on April 29, 2028, and the remainder of the balance of the Forgivable Note will be forgiven on April 29, 2029. The Loan Agreement includes a covenant by SG Echo to employ a minimum of 75 full-time employees in Durant Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG Echo 24 months to comply with the provision. In August 2022, SG DevCorp entered into a $148,300 promissory note (“2022 Note”) to purchase property. The 2022 Note bears annual interest at the rate of 9.75%, with interest payments due monthly until its maturity on September 1, 2023.The 2022 Note is secured by the underlying property. During September 2023, such note was extended for a period of one year. On February 7, 2023, the Company closed a private placement offering (the “Offering”) of One Million One Hundred Thousand Dollars ($1,100,000.00) in principal amount of the Company’s 8% convertible debenture (the “Debenture”) and a warrant (the “Peak Warrant”) to purchase up to Five Hundred Thousand (500,000) shares of the Company’s common stock, to Peak One Opportunity Fund, L.P. (“Peak One”). Pursuant to a Securities Purchase Agreement, dated February 7, 2023 (the “Purchase Agreement”), the Debenture was sold to Peak One for a purchase price of $1,000,000, representing an original issue discount of ten percent (10%). During the nine months ended September 30, 2023, Peak One converted $700,000 of its principal balance into 466,664 shares of common stock of the Company. In connection with the Offering the Company paid $15,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs incurred in connection with the transactions contemplated by the Purchase Agreement and issued 50,000 shares of its restricted common stock (the “Commitment Shares”) to Peak One Investments, LLC (“Investments”), the general partner of Peak One. The Debenture matures twelve The Debenture is redeemable by the Company at a redemption price equal to 110% of the sum of the principal amount to be redeemed plus accrued interest, if any. So long as the Debenture is outstanding, upon any issuance by the Company of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to the holder of the Debenture, then the Company shall notify the holder of such additional or more favorable term and such term, at holder’s option, will become a part of the transaction documents with the holder. In no event will the holder be entitled to convert any portion of the Debenture in excess of that portion which would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of common stock, unless the holder delivers to the Company written notice at least sixty-one (61) days prior to the effective date of such notice that the provision be adjusted to 9.99%. While the Debenture is outstanding, if the Company receives cash proceeds of more than $1,000,000 (“Minimum Threshold”) in the aggregate from any source or series of related or unrelated sources, the Company shall, within two (2) business days of Company’s receipt of such proceeds, inform the holder of such receipt, following which the holder shall have the right in its sole discretion to require the Company to immediately apply up to 50% of all proceeds received by the Company (from any source except with respect to proceeds from the issuance of equity or debt to officers and directors of the Company) after the Minimum Threshold is reached to repay the outstanding amounts owed under the Debenture. Upon the occurrence of certain events of default specified in the Debenture, such as a failure to honor a conversion request, failure to maintain the Company’s listing, the Company’s failure to comply with its obligations under Securities Exchange Act of 1934, as amended, a breach of the Company’s representations or covenants, or the failure obtain shareholder approval within 60 days after the Exchange Cap (as defined) is reached, as amended, 110% of all amounts owed to holder under the Debenture, together with default interest at 18% per annum if any, shall then become due and payable. The Peak Warrant expires five The number of shares of the Company’s common stock that may be issued upon conversion of the Debenture and exercise of the Peak Warrant, and inclusive of the Commitment Shares and any shares issuable under and in respect of the equity purchase agreement, dated February 7, 2023 between the Company and Peak One described below, is subject to an exchange cap (the “Exchange Cap”) of 19.99% of the outstanding number of shares of the Corporation’s common stock on the closing date, 2,760,675 shares, unless shareholder approval to exceed the Exchange Cap is approved. The Company incurred $80,000 in debt issuance costs in connection with the Debenture. In addition, the initial fair value of the Peak Warrant amounted to $278,239 and the fair value of the restricted shares amounted to $76,000, both of which have been recorded as a debt discount and will be amortized over the effective rate method. For the three months ended September 30, 2023, the Company recognized amortization of debt issuance costs and debt discount of $20,000 and $113,560, respectively. For the nine months ended September 30, 2023, the Company recognized amortization of debt issuance costs and debt discount of $53,333 and $302,826, respectively. As of September 30, 2023, the unamortized debt issuance costs and debt discount amounted to $26,667 and $151,413, respectively. On May 16, 2023, SG Building, entered into a Cash Advance Agreement (“Cash Advance Agreement”) with Cedar Advance LLC (“Cedar”) pursuant to which SG Building sold to Cedar $710,500 of its future receivables for a purchase price of $500,000. Cedar is expected to withdraw $25,375 a week directly from SG Building, until the $710,500 due to Cedar is paid in full. In the event of a default (as defined in the Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement. SG Building’s obligations under the Cash Advance Agreement have been guaranteed by SG Echo.SG Building incurred $25,000 in debt issuance costs in connection with the Cash Advance Agreement. As of September 30, 2023, the unamortized debt issuance costs amounted to $14,286. On September 26, 2023, SG Building and Cedar entered into a second Cash Advance Agreement pursuant to which SG Building sold to Cedar $1,171,500 of its future receivables for a purchase price of $825,000. Cedar is expected to withdraw $41,800 a week directly from SG building, until the $1,171,500 due to Cedar is paid in full. In the event of a default (as defined in the Cash Advance Agreement), Cedar, among other remedies, can demand payment in full of all amounts remaining due under the Cash Advance Agreement. SG Building’s obligations under the Cash Advance Agreement have been guaranteed by SG Echo. In connection with the exercise of its option to acquire 19 acres of land and the approximately 56,775 square foot facility located at 101 Waldron Road in Durant Oklahoma (the “Premises”), on June 8, 2023, SG Echo issued a secured commercial promissory note, dated June 1, 2023 (the “Secured Note”), in the principal amount of $1,750,000 with SouthStar Financial, LLC, a South Carolina limited liability company (“SouthStar”), and entered into a Non-Recourse Factoring and Security Agreement, dated June 1, 2023 (the “Factoring Agreement”), with SouthStar providing for its purchase from SG Echo of up to $1,500,000 of accounts receivable, subject to reduction by South Star (the “Facility Amount”). The Secured Note bears interest at 23% per annum and is due and payable on June 1, 2025. The Secured Note is secured by a mortgage (the “Mortgage”) on the Premises and secured by a Security Agreement, dated June 1, 2023 (the “Security Agreement”), pursuant to which SG Echo granted to SouthStar first priority security interest in all of SG Echo’s presently-owned and hereafter-acquired personal and fixture property, wherever located, including, without limitation, all accounts, goods, chattel paper, inventory, equipment, instruments, investment property, documents, deposit accounts, commercial tort claims, letters-of-credit rights, general intangibles including payment intangibles, patents, software trademarks, trade names, customer lists, supporting obligations, all proceeds and products of the foregoing. SG Echo paid to SouthStar an origination fee in the amount of 3% of the face amount of the Secured Note. Upon the occurrence of an Event of Default (as defined in the Secured Promissory Note), the default interest rate will be 28% per annum, or the maximum legal amount provided by law, whichever is greater. The Factoring Agreement provides that upon acceptance of an account receivable for purchase SouthStar will pay to SG Echo eighty percent (80%) of the face amount of the account receivable, or such lesser percentage as agreed by the parties. SG Echo will also pay to SouthStar one and 95/100 percent (1.95%) of the face amount of the accounts receivable for the first twenty-five (25) day period after payment for the accounts receivable is transmitted to SouthStar plus one and 25/100 percent (1.25%) for each additional fifteen (15) day period or part thereof, calculated from the date of purchase until payments received by SouthStar in collected funds on the purchased accounts receivable equals the purchase price of the accounts receivable, plus all charges due SouthStar from SG Echo at the time. An additional one and 50/100 percent (1.50%) per fifteen (15) day period will be charged for invoices exceeding sixty (60) days from advance date. The Factoring Agreement provides that SG Echo may require additional funding from SouthStar (an “Overadvance”) and SouthStar may provide the Overadvance in its sole discretion. In the event of an Overadvance, SG Echo will pay SouthStar an amount equal to three and 90/100 percent (3.90%) of the amount of the Overadvance for the first twenty-five (25) day period after the Overadvance is transmitted to SouthStar plus two and 50/100 percent (2.50%) for each additional fifteen (15) day period or part thereof until payments received by SouthStar in collected funds equals the amount of the Overadvance, plus all charges due SouthStar from SG Echo at the time. The Factoring Agreement provides that SG Echo will also pay a transactional administrative fee of $50.00 for each new account debtor submitted to it and an fee equal to 0.25% of the face amount of all purchased accounts receivable for the handling, collecting, mailing, quality assuring, insuring the risk, transmitting, and performing certain data processing services with respect to the maintenance and servicing of the purchased accounts. As security for the payment and performance of SG Echo’s present and future obligations to SouthStar under the Factoring Agreement, SG Echo granted to SouthStar a first priority security interest in all of SG Echo’s presently-owned and hereafter-acquired personal and fixture property, wherever located, including, without limitation, all accounts, goods, chattel paper, inventory, equipment, instruments, investment property, documents, deposit accounts, commercial tort claims, letters-of-credit rights, general intangibles including payment intangibles, patents, software trademarks, trade names, customer lists, supporting obligations, all proceeds and products of the foregoing. The Factoring Agreement has an initial term of thirty-six (36) months from the first day of the month following the date the first purchased accounts receivable is purchased. Unless terminated by SG Echo, not less than sixty (60) but not more than ninety (90) days before the end of the initial term, the Factoring Agreement will automatically extend for an additional thirty-six (36) months. SG Echo shall be required to provide the same not less than sixty (60) but not more than ninety (90) days notice during any and all renewal terms in order to terminate the Factoring Agreement, and if no notice is provided, the renewal term will extend for an additional thirty-six (36) month period. If SouthStar has not purchased accounts receivable in a quarterly period during any initial or renewal term which exceed fifty percent (50%) of the Facility Amount per calendar quarter, in which $250,000 of the purchased accounts each month must be with ATCO Structures & Logistics (USA) Inc. (“Minimum Amount”), the Factoring Agreement provides that SG Echo will pay to SouthStar, on demand, an additional amount equal to what the charges provided for elsewhere in the Factoring Agreement would have been on the Minimum Amount assuming the number of days from the date of purchase of the Minimum Amount until receipt of payment of the Minimum Amount is thirty one (31) days, less the actual charges paid by SG Echo to SouthStar during such period. Pursuant to a Secured Continuing Corporate Guaranty, dated June 8, 2023 (the “Corporate Guaranty”), the Company has guaranteed SG Echo’s obligations to SouthStar under the Secured Note and Factoring Agreement. Pursuant to a Cross-Default and Cross Collateralization Agreement (the “Cross Default Agreement”), effective June 8, 2023, between SouthStar, SG Echo and the Company, SG Echo’s obligations under the Secured Note and Factoring Agreement are cross-defaulted and cross-collateralized such that any event of default under the Secured Note shall constitute an event of default under the Factoring Agreement at SouthStar’s election (and vice versa, any event of default under the Factoring Agreement shall constitute an event of default under the Secured Note at SouthStar’s election) and any collateral pledged to secure SG Echo’s obligations under the Secured Note shall also secure SG Echo’s obligations under the Factoring Agreement (and vice versa). SG Echo incurred $60,120 in debt issuance costs in connection with the Secured Note. For the three months ended September 30, 2023, the Company recognized amortization of debt issuance costs of $10,020. As of September 30, 2023, the unamortized debt issuance costs amounted to $60,100. On June 23 2023, SG DevCorp, entered into a Loan Agreement (the “BCV Loan Agreement”) with a Luxembourg-based specialized investment fund, BCV S&G DevCorp (“BCV S&G”), for up to $2,000,000 in proceeds, of which it originally received $1,250,000. The Loan Agreement provides that the loan provided thereunder will bear interest at 14% per annum and mature on December 1, 2024. The loan may be repaid by SG DevCo at any anytime following the twelve-month anniversary of its issue date. The loan is secured by 1,999,999 of our shares of SG DevCorp’s common stock (the “Pledged Shares”), which were pledged pursuant to an escrow agreement (the “Escrow Agreement”) with SG DevCorp’s transfer agent, and which represent 19.99% of SG DevCorp’s outstanding shares. The fees associated with the issuance include $70,000 paid to BCV S&G for the creation of the BCV Loan Agreement and $27,500 payable to BCV S&G per annum for maintaining the BCV Loan Agreement. Additionally, $37,500 in broker fees has been paid to Bridgeline Capital Partners S.A. on the principal amount raised of $1,250,000 raised to date. As of September 30, 2023, the Company has paid $35,000 in debt issuance costs. The BCV Loan Agreement provided that if SG DevCorp’s shares of common stock were not listed on The Nasdaq Stock Market on before August 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan would be further secured by SG DevCorp’s St. Mary’s industrial site, consisting of 29.66 acres and a proposed manufacturing facility in St. Mary’s, Georgia. For the three months ended September 30, 2023, the Company recognized amortization of debt issuance costs of $410,118. As of September 30, 2023, the unamortized debt issuance costs amounted to $233,412. On August 16, 2023, SG DevCorp secured an additional $500,000 in bridge funding from BCV S&G under the BCV Loan Agreement. On August 25, 2023, SG DevCorp and BCV S&G amended the BCV Loan Agreement (“Amendment No. 1”) to change the date upon which SG DevCorp’s shares must be listed on The Nasdaq Stock Market from August 30, 2023 to September 15, 2023. According to Amendment No. 1, if SG DevCorp’s shares of common stock were not listed on The Nasdaq Stock Market before September 15, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St. Mary’s Site. On September 11, 2023, SG DevCorp and BCV S&G amended the BCV Loan Agreement (“Amendment No. 2”) to change the date upon which SG DevCorp’s shares must be listed on The Nasdaq Stock Market from September 15, 2023 to September 30, 2023. According to Amendment No. 2, if SG DevCorp’s shares of common stock were not listed on The Nasdaq Stock Market before September 30, 2023 or if following such listing the total market value of the Pledged Shares falls below twice the face value of the loan, the loan will be further secured by a security interest in the St. Mary’s Site. Following the listing, the total market value of the Pledged Shares has fallen below twice the face value of the loan and SG DevCorp and BCV S&G are in discussions regarding alternatives. | 10. Notes Payable On July 14, 2021, SG DevCorp, a subsidiary of the Company, issued a Real Estate Lien Note, in the principal amount of $2,000,000 (the “Short-Term Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed of Trust”), on the Company’s 50+ acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July 8, 2021 (“Assignment of Rents”), for net loan proceeds of approximately $1,948,234 after fees. The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. If the Short-Term Note is prepaid prior to nine (9) months after its issuance date, a 0.5% prepayment penalty is due. The Company capitalized $20,000 in interest charges and $4,134 in debt issuance costs during the year endedDecember 31, 2022 related to the Lago Vista project in accordance with ASC 835-20. The Company capitalized $112,348 in interest charges and $23,727 in debt issuance costs as of December 31, 2021 related to the Lago Vista project in accordance with ASC 835-20. On July 14, 2022, the Company entered into a renewal and extension of the Short-Term Note, with a maturity date of January 14, 2023 and all other terms remaining the same. On September 8, 2022, the Company entered into a Second Real Estate Lien Note, in the principal amount of $500,000, with similar terms to the Short-Term Note (“Second Short-Term Note”). The Second Short-Term Note has a maturity date of January 14, 2023. On October 29, 2021, SG Echo, a subsidiary of the Company, entered into a Loan Agreement (“Loan Agreement”) with the Durant Industrial Authority (the “Authority”) pursuant to which it received $750,000 to be used for renovation improvements related to the Company’s second manufacturing facility and issued to the Authority a non-interest bearing Forgivable Promissory Note in the principal amount of $750,000 (the “Forgivable Note”). The Forgivable Note is due on April 29, 2029 and guaranteed by the Company, provided, if no event of default has occurred under the Forgivable Note or Loan Agreement, one-third (1/3) of the balance of the Forgivable Note will be forgiven on April 29, 2027, one-half (1/2) of the balance of the Forgivable Note will be forgiven on April 29, 2028, and the remainder of the balance of the Forgivable Note will be forgiven on April 29, 2029. The Loan Agreement includes a covenant by SG Echo to employ a minimum of 75 full-time employees in Durant Oklahoma and pay them no less than 1.5 times the federal minimum wage, and provides SG Echo 24 months to comply with the provision. In August 2022, SG DevCorp entered into a $148,300 promissory note (“2022 Note”) to purchase property. The 2022 Note bears annual interest at the rate of 9.75%, with interest payments due monthly until its maturity on September 1, 2023.The 2022 Note is secured by the underlying property. |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination [Abstract] | |
Business Combination | 11. Business Combination On September 17, 2020, the Company, through SG Echo, LLC (its wholly owned subsidiary), entered into an Asset Purchase Agreement (“APA”) to acquire substantially all of the assets of Echo DCL, LLC (“Echo”) for $1,059,600 in cash (the “Echo Acquisition”), except for ECHO DCL’s real estate holdings. The Echo Acquisition closed on September 23, 2020. In addition, the sellers of Echo have the potential of additional consideration based upon the APA. In accordance with ASC 805, the Echo Acquisition is accounted for as a business combination. The Echo Acquisition was made for the purpose of expanding the Company’s footprint into the modular manufacturing business. As part of the Echo Acquisition, the Company recorded a contingent consideration liability for additional payments due to the sellers of Echo. These payments are due in accordance with the APA and are based upon the net income obtained from the Echo business during certain earnout periods. The earnout periods concluded as of September 30, 2021. The initial contingent consideration liability of $0 was based on the fair value of the contingent consideration liability at the acquisition date, and is payable in cash and shares of restricted common stock of the Company. Any contingent liability would be paid out in the period after the earn out period, once additional advances are paid in full. As of December 31, 2021, the earnout period has ended and no amount was due. |
Leases
Leases | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Leases | 9. Leases The Company leases an office, a manufacturing plant and certain equipment under non-cancellable operating lease agreements. The leases have remaining lease terms ranging from one year to ten Supplemental balance sheet information related to leases is as follows: Balance Sheet Location September 30, Operating Leases Right-of-use assets, net $ 628,181 Current liabilities Lease liability, current maturities 227,753 Non-current liabilities Lease liability, net of current maturities 397,067 Total operating lease liabilities $ 624,820 Finance Leases Right-of-use assets $ 1,575,478 Current liabilities Lease liability, current maturities 773,385 Non-current liabilities Lease liability, net of current maturities 336,960 Total finance lease liabilities $ 1,110,345 Weighted Average Remaining Lease Term Operating leases 2.00 years Finance leases 1.26 years Weighted Average Discount Rate Operating leases 3 % Finance leases 3 % As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancellable leases, are as follows: Year Ending December 31: Operating Financing Total 2023 (remaining) $ 81,000 $ 400,934 $ 481,934 2024 324,000 801,869 1,125,869 2025 243,000 133,645 376,645 Total lease payments 648,000 1,336,448 1,984,448 Less: Imputed interest 24,910 34,452 59,362 Present value of lease liabilities $ 623,090 $ 1,301,996 $ 1,925,086 | 12. Leases The Company leases an office, a plant and certain equipment under non-cancelable operating and finance lease agreements. The leases have remaining lease terms ranging from one year to ten years. Supplemental balance sheet information related to leases is as follows: Balance Sheet Location December 31, Operating Leases Right-of-use assets, net $ 2,517,559 Current liabilities Lease liability, current maturities (418,619 ) Non-current liabilities Lease liability, net of current maturities (2,118,958 ) Total operating lease liabilities $ (2,537,577 ) Finance Leases Right-of-use assets $ 1,903,443 Current liabilities Lease liability, current maturities (806,775 ) Non-current liabilities Lease liability, net of current maturities (920,878 ) Total finance lease liabilities $ (1,727,653 ) Weighted Average Remaining Lease Term Operating leases 6.93 years Finance leases 2 years Weighted Average Discount Rate Operating leases 3 % Finance leases 3 % As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31, Operating Financing Total 2023 $ 525,718 $ 851,792 $ 1,377,510 2024 523,722 801,869 1,325,591 2025 446,349 131,544 577,893 2026 207,379 — 207,379 2027 211,526 — 211,526 Thereafter 908,376 — 908,376 Total lease payments 2,823,070 1,785,205 4,608,275 Less: Imputed interest 285,493 57,552 343,045 Present value of lease liabilities $ 2,537,577 $ 1,727,653 $ 4,265,230 Chicago Airport Testing has subleased its leased vacant area for a period of one year, the sublessee has the option to terminate at any time after the first six months. The sublessee elected to terminate the Agreement, effective as of July 31, 2021 and the Company has no remaining lease revenue from the sublessee. Total lease expense amounted to $770,272 and $367,869 for the years ending December 31, 2022 and 2021. |
Construction Backlog
Construction Backlog | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Construction Backlog Abstract | ||
Construction Backlog | 11. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at September 30, 2023 and December 31, 2022, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at September 30, 2023 and December 31, 2022, respectively, on which work has not yet begun: 2023 2022 Balance - beginning of period $ 6,810,762 $ 3,217,909 New contracts and change orders during the period 11,756,360 13,803,733 Adjustments and cancellations, net — 1,086,301 Subtotal 18,567,122 18,107,943 Less: contract revenue earned during the period (14,566,351 ) (11,297,181 ) Balance - end of period $ 4,000,771 $ 6,810,762 The Company’s remaining backlog as of September 30, 2023 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options. The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of September 30, 2023 over the following period: 2023 Within 1 year $ 4,000,771 1 to 2 years — Total Backlog $ 4,000,771 Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost and project deferrals, as appropriate. | 13. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at December 31, 2022 and 2021, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at December 31, 2022 and December 31, 2021, respectively, on which work has not yet begun: 2022 2021 Balance - beginning of period $ 3,217,909 $ 25,117,461 New contracts and change orders during the period 13,803,733 3,191,335 Adjustments and cancellations, net 1,086,301 (18,297,197 ) Subtotal 18,107,943 10,011,599 Less: contract revenue earned during the period (11,297,181 ) (6,793,690 ) Balance - end of period $ 6,810,762 $ 3,217,909 Backlog at December 31, 2021 included two contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million along with three contracts during the fourth quarter of 2020 in the amount of approximately $2.7 million, $0.80 million, and $0.70 million. The Company executed one large contract in the first quarter of 2021 in the amount of approximately $1.3 million, one large contract in the third quarter of 2021 of approximately of $0.87 million and had one large partial contract cancellation to an existing contract of approximately ($1.3) million. The Company executed one large contract in the fourth quarter of 2021 in the amount of approximately $0.78 million and had one contract cancellation in the amount of approximately $16.9 million. During 2022, the Company entered into a contract with ATCO Structures & Logistics (USA) Inc. for $5,771,200 that is reflected in the December 31, 2022 backlog. The Company expects that all of this revenue will be realized by December 31, 2023. The Company’s remaining backlog as of December 31, 2022 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options. The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of December 31, 2022 over the following period: 2022 Within 1 year $ 6,810,762 Total Backlog $ 6,810,762 Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost and project deferrals, as appropriate. |
Segments and Disaggregated Reve
Segments and Disaggregated Revenue | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Segments and Disaggregated Revenue [Abstract] | ||
Segments and Disaggregated Revenue | 13. Segments and Disaggregated Revenue Construction Medical Development Corporate Consolidated Nine Months Ended September 30, 2023 Revenue $ 14,566,351 $ — $ — $ — $ 14,566,351 Cost of revenue 15,138,225 — — — 15,138,225 Operating expenses 68,384 139,135 1,801,364 9,265,290 11,274,173 Operating loss (640,258 ) (139,135 ) (1,801,364 ) (9,265,290 ) (11,846,047 ) Other income (expense) (56,796 ) — (814,601 ) 34,346 (837,051 ) Income (loss) before income taxes (697,054 ) (139,135 ) (2,615,965 ) (9,230,944 ) (12,683,098 ) Net income attributable to non-controlling interest — — — — — Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (697,054 ) $ (139,135 ) $ (2,615,965 ) $ (9,230,944 ) $ (12,683,098 ) Total assets $ 7,111,643 $ 4,581 $ 11,652,465 $ 6,565,385 $ 25,334,074 Depreciation and amortization $ 146,917 $ — $ 208,412 $ 1,391,743 $ 1,747,072 Capital expenditures $ — $ — $ — $ 530,055 $ 530,055 Construction Medical Development Corporate Consolidated Nine Months Ended September 30, 2022 Revenue $ 8,648,873 $ 11,640,953 $ — $ — $ 20,289,826 Cost of revenue 8,689,924 8,506,681 — — 17,196,605 Operating expenses 399,911 52,336 1,313,196 4,738,928 6,504,371 Operating income (loss) (440,962 ) 3,081,936 (1,313,196 ) (4,738,928 ) (3,411,150 ) Other income (expense) 487,339 — (173,726 ) 33,518 347,131 Income (loss) before income taxes 46,377 3,081,936 (1,486,922 ) (4,705,410 ) (3,064,019 ) Net income attributable to non-controlling interest — 1,522,101 — — 1,522,101 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ 46,377 $ 1,559,835 $ (1,486,922 ) $ (4,705,410 ) $ (4,586,120 ) Total assets $ 11,442,445 $ 2,191,019 $ 8,947,444 $ 6,376,008 $ 28,956,916 Depreciation and amortization $ 429,056 $ 40,230 $ — $ — $ 469,286 Capital expenditures $ 1,094,222 $ — $ 893,785 $ 8,193 $ 1,996,200 Inter-segment revenue elimination $ — $ — $ — $ — $ — Construction Medical Development Corporate Consolidated Three Months Ended September 30, 2023 Revenue $ 3,965,361 $ — $ — $ — $ 3,965,361 Cost of revenue 4,501,393 — — — 4,501,393 Operating expenses (108,603 ) 138,240 583,987 1,825,464 2,439,088 Operating loss (427,429 ) (138,240 ) (583,987 ) (1,825,464 ) (2,975,120 ) Other income (expense) (308,988 ) — (339,556 ) 15,530 (633,014 ) Income (loss) before income taxes (736,417 ) (138,240 ) (923,543 ) (1,809,934 ) (3,608,134 ) Net income attributable to non-controlling interest — — — — — Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (736,417 ) $ (138,240 ) $ (923,543 ) $ (1,809,934 ) $ (3,608,134 ) Total assets 7,111,643 4,581 11,652,465 6,565,385 25,334,074 Depreciation and amortization $ 53,147 $ — $ 121,706 $ 432,707 $ 607,560 Capital expenditures $ — $ — $ 3,805 $ 526,252 $ 530,057 Construction Medical Development Corporate Consolidated Three Months Ended September 30, 2022 Revenue $ 2,692,519 $ 1,437,738 $ — $ — $ 4,130,257 Cost of revenue 2,693,451 1,601,980 — — 4,295,431 Operating expenses 192,266 25,271 436,798 1,582,677 2,237,012 Operating income (loss) (193,198 ) (189,513 ) (436,798 ) (1,582,677 ) (2,402,186 ) Other income (expense) (3,563 ) — (52,157 ) 9,755 (45,965 ) Income (loss) before income taxes (196,761 ) (189,513 ) (488,955 ) (1,572,922 ) (2,448,151 ) Net income attributable to non-controlling interest — (94,568 ) — — (94,568 ) Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (196,761 ) $ (94,945 ) $ (488,955 ) $ (1,572,922 ) $ (2,353,583 ) Total assets 11,442,445 2,191,019 8,947,444 6,376,008 28,956,916 Depreciation and amortization $ 142,301 $ 13,410 $ 2,157 $ — $ 157,868 Capital expenditures $ 244,201 $ — $ — $ — $ 244,201 | 14. Segment Reporting We have organized our operations into three segments: Construction, Medical, Development and Environmental. We allocate to segment results the operating expenses “Payroll and related expenses,” “General and administrative,” “Marketing and business development,” and “Pre-project” based on usage, which is generally reflected in the segment in which the costs are incurred. These segments reflect the way our executive team evaluates the Company’s business performance and manages its operations. The Construction segment includes the Company’s manufacturing unit SG ECHO and other modules projects. The Medical segment mainly consists of the Company’s joint venture COVID-19 laboratory operations. The Development segment includes real property development utilizing our technology and our manufacturing facility. The Environmental segment has had no activity through December 31, 2022. Corporate and support consists of general corporate expenses such as our executive office; the corporate finance, accounting, audit, tax, human resources, risk management, information technology, marketing, and legal groups; corporate overhead and other items not allocated to any of the Company’s segments. From time to time, the Company revises the measurement of each segment’s cost of revenue and operating expenses, including any corporate overhead allocations, as determined by the information regularly reviewed by its executive team. Information for the Company’s segments, as well as for Corporate and support, is provided in the following table: Construction Medical Development Corporate/ Consolidated Fiscal Year Ended December 31, 2022 Revenue $ 12,752,219 $ 11,641,727 $ — $ — $ 24,393,946 Operating income (loss) (472,039 ) 2,588,830 (2,137,866 ) (7,208,895 ) (7,229,970 ) Other income (expense) 373,300 — (306,393 ) 73,821 140,728 Income (loss) before income taxes (98,739 ) 2,588,830 (2,444,259 ) (7,135,074 ) (7,089,242 ) Less: Net income (loss) attributable to non-controlling interest — 1,229,806 — — 1,229,806 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (98,739 ) $ 1,359,024 $ (2,444,259 ) $ (7,135,074 ) $ (8,319,048 ) Total assets $ 11,287,672 $ 291,542 $ 9,268,918 $ 5,707,548 $ 26,555,680 Depreciation and amortization $ 574,961 $ 40,230 $ — $ — $ 615,191 Capital expenditures $ 1,858,054 $ — $ 893,785 $ 8,193 $ 2,760,032 Fiscal Year Ended December 31, 2021 Revenue $ 6,793,690 $ 31,548,012 $ — $ — $ 38,341,702 Operating income (loss) (7,041,313 ) 8,405,332 (203,078 ) (7,143,792 ) (5,982,851 ) Other income (expense) 5,163 (9,878 ) (55 ) 79,248 74,478 Income (loss) before income taxes (7,036,150 ) 8,395,454 (203,133 ) (7,064,544 ) (5,908,373 ) Net income (loss) attributable to non-controlling interest — 4,924,303 — — 4,924,303 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (7,036,150 ) $ 3,471,151 $ (203,133 ) $ (7,064,544 ) $ (10,832,676 ) Total assets $ 12,274,536 $ 5,884,098 $ 8,053,885 $ 8,711,499 $ 34,924,018 Depreciation and amortization $ 351,795 $ 240,266 $ — $ 13,345 $ 605,406 Capital expenditure $ 886,504 $ 362,122 $ 3,576,130 $ — $ 4,824,756 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 15. Income Taxes The Company’s provision (benefit) for income taxes consists of the following for the year ended December 31, 2022 and 2021: 2022 2021 Deferred: Federal $ (1,600,538 ) $ (2,302,762 ) State and local (688,620 ) (477,375 ) Total deferred (2,289,158 ) (2,780,137 ) Total provision (benefit) for income taxes (2,289,158 ) (2,780,137 ) Less: valuation allowance 2,289,158 2,780,137 Income tax provision $ — $ — A reconciliation of the federal statutory rate to 0.0% for the year ended December 31, 2022 and 2021 to the effective rate for income from operations before income taxes is as follows: 2022 2021 Benefit for income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.9 3.9 Goodwill impairment — — Change in state rate — — Less valuation allowance (24.9 ) (24.9 ) Effective income tax rate 0.0 % 0.0 % The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at December 31, 2022 and 2021 as follows: 2022 2021 Net operating loss carryforward $ 8,155,944 $ 6,480,539 Bad debt reserve 37,734 239,334 Employee stock compensation 2,031,628 1,231,564 Intangible assets (467,395 ) (488,958 ) Depreciation (165,336 ) (131,437 ) Accrued expenses 74,801 47,184 Charity 213 205 Net deferred tax asset 9,667,589 7,378,431 Valuation allowance (9,667,589 ) (7,378,431 ) Net deferred tax asset $ — $ — The Company establishes a valuation allowance, if based on the weight of available evidence, it is more likely than not that some portion or all of the deferred assets will not be realized. During 2022 certain adjustments were made to the Company’s net operating loss carryforward tax asset for IRC Section 382 limitations. The valuation allowance increased by $2,289,158 and $2,780,137 during 2022 and 2021, respectively. As of December 31, 2022, the Company had a net operating loss carryforward of approximately $30.2 million for Federal and State tax purposes. The net operating loss expires beginning 2030 through 2037 for those losses generated in 2017 and prior years. Approximately $18 million of such net operating losses will carryforward indefinitely and be available to offset up to 80% of future taxable income each year. Subsequent to December 31, 2019, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was passed, which temporarily removes such 80% limitation for years 2019 and 2020. The Company’s net operating loss carryforward may be subject to annual limitations, which could reduce or defer the utilization of the losses as a result of an ownership change as defined in Section 382 of the Internal Revenue Code. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expenses. As of December 31, 2022, the Company has no unrecognized tax positions, including interest and penalties. The Company files returns in the United States Federal tax jurisdiction and various other state jurisdictions. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Net Income (Loss) Per Share [Abstract] | ||
Net Income (Loss) Per Share | 10. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At September 30, 2023, there were options and warrants of 36,436 and 2,525,020 respectively, outstanding that could potentially dilute future net income per share. Because the Company had a net loss as of September 30, 2023, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and diluted loss per share. At September 30, 2022, there were restricted stock units, options and warrants of 757,450, 36,436 and 2,025,520 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. | 16. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At December 31, 2022, there were options, including options granted to non-employees and non-directors, restricted stock units and warrants to purchase 36,436, 3,370,186 and 2,025,020 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. Because the Company had a net loss as of December 31, 2022, it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and diluted loss per share. At December 31, 2021, there were options , including options to non-employees and non-directors, restricted stock units and warrants to purchase 36,436, 2,220,514 and 2,025,520 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Stockholders’ Equity [Abstract] | ||
Stockholders’ Equity | 12. Stockholders’ Equity Financings Registered Direct Offering – In October 2021, the Company closed a registered direct offering and concurrent private placement of its common stock (the “October Offering”) that the Company effected pursuant to the Securities Purchase Agreement that it entered into on October 25, 2021 with an institutional investor and received gross proceeds of $11.55 million. Pursuant to the terms of the Securities Purchase Agreement, the Company issued to the investor (A) in a registered direct offering (i) 975,000 shares (the “Public Shares”) of its common stock, and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,189,384 shares (the “Pre-Funded Warrant Shares”) of common stock and (B) in a concurrent private placement, Series A warrants to purchase up to 1,898,630 shares (the “Common Stock Warrant Shares”) of common stock (the “Common Stock Warrants,” and together with the Public Shares and the Pre-Funded Warrants, the “Securities”) (the “Offering The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $0.001 and all Pre-Funded Warrants sold have been exercised. The Common Stock Warrants have an exercise price of $4.80 per share, are exercisable upon issuance and will expire five Securities Purchase Agreement Underwriting Agreement Equity Purchase Agreement In connection with the EP Agreement, the Company issued to Investments, the general partner of Peak One, 75,000 shares of its common stock, and agreed to file a registration statement registering the common stock issued or issuable to Peak One and Investments under the Agreement for resale with the Securities and Exchange Commission within 60 calendar days of the Agreement, as more specifically set forth in the Rights Agreement. The registration statement was declared effective on April 14, 2023 The obligation of Peak One to purchase the Company’s common stock under the EP Agreement began on the date of the EP Agreement, and ends on the earlier of (i) the date on which Peak One shall have purchased common stock pursuant to the EP Agreement equal to the Maximum Commitment Amount, (ii) thirty six (36) months after the date of the EP Agreement, (iii) written notice of termination by the Company or (iv) the Company’s bankruptcy or similar event (the “Commitment Period”), all subject to the satisfaction of certain conditions set forth in the EP Agreement. During the Commitment Period, the purchase price to be paid by Peak One for the common stock under the EP Agreement will be 97% of the Market Price, which is defined as the lesser of the (i) closing bid price of the common stock on its principal market on the trading day immediately preceding the respective Put Date (as defined in the Agreement), or (ii) lowest closing bid price of the common stock during the Valuation Period (as defined in the Agreement), in each case as reported by Bloomberg Finance L.P or other reputable source designated by Peak One. The EP Agreement and the Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. Among other things, Peak One represented to the Company, that it is an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and the Company sold the securities in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. Common Stock Issued for Services Restricted Stock Units | 17. Stockholders’ Equity Public Offerings – In July 2017, as permitted by the underwriting agreement entered into in connection with the Public Offering, the underwriters exercised their option to purchase an additional 11,250 shares of common stock at $100.00 per share. The Company incurred $176,771 in issuance costs from this issuance. In connection with this exercise, certain affiliates of the underwriters were granted additional warrants to purchase 563 shares of common stock in the aggregate valued at $8,321 (as discussed in Note 18). In connection with and prior to the Public Offering, the Company issued 90,084 shares of its common stock upon conversion of all outstanding preferred stock and 25,833 shares of its common stock upon conversion of the previously outstanding convertible debentures. In December 2019, the Company completed a public offering of its common stock (the “Public Offering”). In connection with the Public Offering, the Company sold 857,500 shares of common stock at a public offering price of $3.00 per share, resulting in aggregate net proceeds of $2,117,948 after deducting underwriting discounts and commissions and other expenses related to the offering. The Company incurred $454,552 in issuance costs from the Public Offering and no warrants to purchase were issued to the underwriters. In April 2020, the Company also completed a public offering of its common stock (the “April Public Offering”). In connection with the April Public Offering, the Company sold 440,000 shares of common stock at a public offering price of $4.25 per share, resulting in aggregate net proceeds of approximately $1,522,339 after deducting underwriting discounts and commissions and other expenses related to the offering. The Company incurred a total of approximately $347,661 in issuance costs in connection with the offering and no warrants to purchase were issued to the underwriters. In May 2020, the Company completed a public offering of its common stock (the “May Public Offering”). In connection with the May Public Offering, the Company sold 6,000,000 shares of common stock at a public offering price of $2.50 per share. Pursuant to the terms of the related Underwriting Agreement dated May 6, 2020 by and among the Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of several underwriters named therein (“ThinkEquity”), ThinkEquity was granted an over-allotment option to purchase up to an additional 900,000 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), in connection with the previously announced public offering. On May 15, 2020, ThinkEquity exercised in full such option with respect to all 900,000 shares of the Company’s Common Stock (the “Option Shares”). After giving effect to the full exercise of the over-allotment option, the total number of shares of Common Stock sold by the Company in the May Public Offering was 6,900,000 shares of Common Stock and total net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, were approximately $15,596,141. The Company incurred a total of approximately $1,653,859 in issuance costs in connection with the offering and issued warrants to purchase 300,000 shares of common stock to the underwriters. In October 2021, the Company closed a registered direct offering and concurrent private placement of its common stock (the “October Offering”) that the Company effected pursuant to the Securities Purchase Agreement that it entered into on October 25, 2021 with an institutional investor and received gross proceeds of $11.55 million. Pursuant to the terms of the Purchase Agreement, the Company issued to the investor (A) in a registered direct offering (i) 975,000 shares (the “Public Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,189,384 shares (the “Pre-Funded Warrant Shares”) of Common Stock and (B) in a concurrent private placement, Series A warrants to purchase up to 1,898,630 shares (the “Common Stock Warrant Shares”) of Common Stock (the “Common Stock Warrants,” and together with the Public Shares and the Pre-Funded Warrants, the “Securities”) (the “Offering The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $0.001 and all Pre-Funded Warrants sold have been exercised. The Common Stock Warrants have an exercise price of $4.80 per share, are exercisable upon issuance and will expire five years from the date of issuance. A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent for the transaction pursuant to that certain Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent received (i) a cash fee equal to seven percent (7.0%) of the gross proceeds from the placement of the Securities sold by the Placement Agent in the Offering and (ii) a non-accountable expense allowance of one half of one percent (0.5%) of the gross proceeds from the placement of the Gross Proceeds Securities sold by the Placement Agent in the Offering. The Company also reimbursed the Placement Agent’s expenses up to $50,000 upon closing the Offering. The net proceeds to the Company after deducting the Placement Agent’s fees and the Company’s estimated offering expenses was approximately $10.5 million. Securities Purchase Agreement – Decrease in Authorized Shares – Underwriting Agreement – |
Warrants
Warrants | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Warrants [Abstract] | ||
Warrants | 14. Warrants In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares of common stock at an exercise price of $125.00 per share. The warrants were exercisable at the option of the holder on or after June 21, 2018 and expired June 21, 2023.The fair value of the warrants was calculated utilizing a Black-Scholes model and amounted to $63,796. The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital. In conjunction with the Purchase Agreement in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 shares of common stock at an initial exercise price of $27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire October 29, 2024. The Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock at an initial exercise price of $27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024. In conjunction with the Underwriting Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock at an initial exercise price of $21.25 per share. The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August 29, 2024. In conjunction with the Underwriting Agreement in May 2020, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares of common stock at an initial exercise price of $3.14 per share. The warrants are exercisable at the option of the holder on or after November 6, 2021 and expire May 5, 2025. As of September 30, 2023 and December 31, 2022, 73,700 of such warrants are outstanding. In conjunction with the Purchase Agreement in October 2021, the Company also issued Series A warrants to purchase up to 1,898,630 shares of Common Stock in a concurrent private placement. The warrants have an exercise price of $4.80 per share, exercisable at the option of the holder on or after October 26, 2021 and will expire five In conjunction with the issuance of the Debenture in February 2023, the Company issued the Peak Warrant to purchase 500,000 shares of common stock. The Peak Warrant expires five | 18. Warrants In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares of common stock at an exercise price of $125.00 per share. The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023. The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $63,796. The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital. In conjunction with the Purchase Agreement in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 shares of common stock at an initial exercise price of $27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire October 29, 2024. The Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock at an initial exercise price of $27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024. In conjunction with the Underwriting Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock at an initial exercise price of $21.25 per share. The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August 29, 2024. In conjunction with the Underwriting Agreement in May 2020, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares of common stock at an initial exercise price of $3.14 per share. The warrants are exercisable at the option of the holder on or after November 6, 2020 and expire May 5, 2025. During the year ended December 31, 2021, 226,300 warrants were exercised and converted into common stock of the Company. The Company has received proceeds of approximately $707,000 from the exercise of the warrants. In conjunction with the Purchase Agreement in October 2021, the Company also issued Series A warrants to purchase up to 1,898,630 shares of Common Stock in a concurrent private placement. The warrants are have an exercise price of $4.80 per share, exercisable at the option of the holder on or after October 26, 2021 and will expire five |
Share-based Compensation
Share-based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Share-based Compensation | 15. Share-based Compensation On October 26, 2016, the Company’s Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock in the form of restricted stock or options (“2016 Stock Plan”). Effective January 20, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc. Stock Incentive Plan, as further amended effective June 1, 2018 and as further amended on July 30, 2020 and as further amended on August 18, 2021, and as further amended on October 5, 2023, (the “Incentive Plan”). The Incentive Plan authorizes the issuance of up to 8,625,000 shares of common stock. It authorizes the issuance of equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its subsidiary’s employees. The Incentive Plan expires on October 26, 2026, and is administered by the Company’s Compensation Committee of the Board of Directors. Each of the Company’s employees, directors, and consultants are eligible to participate in the Incentive Plan. As of September 30, 2023, there were 0 shares of common stock available for issuance under the Incentive Plan. Stock-Based Compensation Expense Stock-based compensation expense is included in the condensed consolidated statements of operations as follows: Nine Months Ended 2023 2022 Payroll and related expenses $ 3,210,631 $ 1,874,857 Total $ 3,210,631 $ 1,874,857 Three Months Ended September 30, 2023 2022 Payroll and related expenses $ — $ 594,694 Total $ — $ 594,694 The following table presents total stock-based compensation expense by security type included in the condensed consolidated statements of operations: Nine Months Ended 2023 2022 Stock options $ — $ — Restricted Stock Units $ 3,210,631 $ 1,874,857 Total $ 3,210,631 $ 1,874,857 Three Months Ended 2023 2022 Stock options $ — $ — Restricted Stock Units $ — $ 594,694 Total $ — $ 594,694 Stock-Based Option Awards The Company has issued no stock-based options during the nine months ended September 30, 2023 or 2022. Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. The following table summarizes stock-based option activities and changes during the nine months ended September 30, 2023 as described below: Shares Weighted Average Fair Value Per Share Weighted Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2022 36,436 24.80 78.71 4.34 — Granted — — — — — Exercised — — — — — Cancelled — — — — — Outstanding – September 30, 2023 36,436 24.80 78.71 3.84 — Exercisable – December 31, 2022 36,436 24.80 78.71 4.34 — Exercisable – September 30, 2023 36,436 24.80 78.71 3.84 — For the three months ended September 30, 2023 and 2022, the Company recognized stock-based compensation expense of $0 and $0, respectively, related to stock options. For the nine months ended September 30, 2023 and 2022, the Company recognized stock-based compensation expense of $0 and $0, respectively, related to stock options. This expense is included in payroll and related expenses in the accompanying condensed consolidated statements of operations. As of September 30, 2023, there was no unrecognized compensation costs related to non-vested stock options and all options have been expensed. The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options. The fair value of the stock price at September 30, 2023 was $0.60 per share. Restricted Stock Units During 2022, a total of 1,045,000 of restricted stock units were granted to Mr. Galvin and seven employees of the Company, under the Company’s stock-based compensation plan, at the fair value ranging from $1.30 to $2.24 per share, which represents the closing price of the Company’s common stock at the date of grant. The restricted stock units granted vest quarterly over two On November 18, 2022, a total of 80,000 of restricted stock units were granted to four of the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the fair value of $1.30 per share, which represents the closing price of the Company’s common stock on November 18, 2022. The restricted stock units granted vest in equal quarterly installments over a two During the three months ended June 30, 2023, a total of 316,834 of restricted stock units were granted to Mr. Galvin and six employees of the Company under the Company’s stock-based compensation plan, at the fair value of $0.85 to $1.01 per share, which represents the closing price of the Company’s common stock at the grant date. The restricted stock units granted vest in equal quarterly installments over a two On April 4, 2023, a total of 268,166 of restricted stock units were granted to five of the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the fair value of $1.01 per share, which represents the closing price of the Company’s common stock on April 4, 2023. The restricted stock units granted vest in equal quarterly installments over a two As of September 30, 2023, all outstanding restricted stock vesting has been accelerated and there are no unvested restricted stock units. For the three months ended September 30, 2023 and 2022, the Company recognized stock-based compensation of $0 and $594,694 related to restricted stock units. For the nine months ended September 30, 2023 and 2022, the Company recognized stock-based compensation of $3,210,631 and $1,874,857 related to restricted stock units. This expense is included in the payroll and related expenses, general and administrative expenses, and marketing and business development expense in the accompanying condensed consolidated statement of operations. As of September 30, 2023, there was no unrecognized compensation costs related to non-vested restricted stock units. The following table summarized restricted stock unit activities during the nine months ended September 30, 2023: Number Non-vested balance at January 1, 2023 1,190,935 Granted 585,000 Vested (1,775,935 ) Forfeited/Expired — Non-vested balance at September 30, 2023 — | 19. Share-based Compensation On October 26, 2016, the Company’s Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock in the form of restricted stock or options (“2016 Stock Plan”). Effective January 20, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc. Stock Incentive Plan, as further amended effective June 1, 2018 and as further amended on July 30, 2020 and as further amended on August 18, 2021, (the “Incentive Plan”). The Incentive Plan authorizes the issuance of up to 3,625,000 shares of common stock. It authorizes the issuance of equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors and to officers, employees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its subsidiary’s employees. The Incentive Plan expires on October 26, 2026, and is administered by the Company’s Compensation Committee of the Board of Directors. Each of the Company’s employees, directors, and consultants are eligible to participate in the Incentive Plan. As of December 31, 2022, there were 376,060 shares of common stock available for issuance under the Incentive Plan. Stock-based compensation expense is included in the consolidated statements of operations as follows: Year Ended December 31, 2022 2021 Payroll and related expenses $ 2,798,844 $ 1,647,391 General and administrative expenses — — Total $ 2,798,844 $ 1,647,391 The following table presents total stock-based compensation expense by security type included in the consolidated statements of operations: Year Ended December 31, 2022 2021 Stock options $ — $ 2,666 RSUs 2,798,844 1,644,725 Total $ 2,798,844 $ 1,647,391 Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. The following table summarizes stock-based option activities and changes during the years ended December 31, 2022 and 2021, as described below: Shares Weighted Average Fair Value Per Share Weighted Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2020 36,436 $ 35.54 $ 78.71 6.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2021 36,436 $ 24.80 $ 78.71 5.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2022 36,436 24.80 78.71 4.34 $ — Exercisable – December 31, 2021 36,436 24.80 78.71 5.34 — Exercisable – December 31, 2022 36,436 $ 24.80 $ 78.71 4.34 $ — For the years ended December 31, 2022 and December 31, 2021, the Company recognized stock-based compensation expense of $0 and $2,666, respectively, related to stock options. This expense is included in payroll and related expenses in the accompanying consolidated statements of operations. As of December 31, 2022, there was no unrecognized compensation costs related to non-vested stock options and all options have been expensed. The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options. The fair value of the stock price at December 31, 2022 was $1.28 per share. Restricted Stock Units On March 22, 2019, a total of 15,703 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, six employees and one consultant of the Company, under the Company’s stock-based compensation plan, at the fair value of $54.00 per share, which represents the closing price of the Company’s common stock on February 26, 2019. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six employees and one consultant of 6,139, 772, 5,729 and an aggregate of 3,063, respectively, vest in installments over either a one-year, two-year, three-year and four-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $847,957. On January 15, 2019 and February 26, 2019, a total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $58.80 and $55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. The restricted stock units granted on January 15, 2019 will vest on January 15, 2020, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The restricted stock units granted on February 26, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the 2019 annual meeting of the Company’s stockholders subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Board of Directors or death or disability. Effective June 5, 2019, a total of 9,189 of restricted stock units were granted to the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the calculated fair value of $16.40 per share, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. Restricted stock units granted to directors on June 5, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the annual meeting of the Company’s stockholders that occurs in the year immediately following the date of the grant; and are payable six months after the termination of the director from the Board or death or disability. On April 14, 2020, a total of 35,331 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, five employees and two consultants of the Company, under the Company’s stock-based compensation plan, at the fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331, 1,000, 3,000 and an aggregate of 8,000, respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $168,176. On April 14, 2020, a total of 12,000 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. The restricted stock units granted on April 14, 2020 will fully vest on April 14, 2021, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $57,120. On September 23, 2020, a total of 425,000 of restricted stock units were granted to Mr. Armstrong, Mr. Sheeran, seven employees and one consultant of the Company, under the Company’s stock-based compensation plan, at the fair value of $1.81 per share, which represents the closing price of the Company’s common stock on September 23, 2020. Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. On November 11, 2020, a total of 46,826 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $2.39 per share, which represents the closing price of the Company’s common stock on November 11, 2020. The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. On December 9, 2020, a total of 372,000 of restricted stock units were granted to Mr. Galvin, under the Company’s stock-based compensation plan, at the fair value of $3.28 per share, which represents the closing price of the Company’s common stock on December 9, 2020. Restricted stock units granted to Mr. Galvin will vest 1/2 on December 9, 2020 and 1/2 on the first year anniversary of the grant date. The fair value of these units upon issuance amounted to $1,220,160. On October 1, 2021, a total of 1,214,500 of restricted stock units were granted to Mr. Galvin, Mr. Rogers, Mr. Armstrong, Mr. Sheeran, thirteen employees and three consultant of the Company, under the Company’s stock-based compensation plan, at the fair value of $3.38 per share, which represents the closing price of the Company’s common stock on October 1, 2021. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of thirteen employees and two consultant of 350,000, 40,000, 100,000 two two On October 1, 2021, a total of 59,170 of restricted stock units were granted to five of the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the fair value of $3.38 per share, which represents the closing price of the Company’s common stock on October 1, 2021. The restricted stock units granted October 1, 2021 vesting monthly over one On December 7, 2021, a total of 62,500 of restricted stock units were granted to five of the Company’s non-employee advisory directors, under the Company’s stock-based compensation plan, at the fair value of $2.36 per share, which represents the closing price of the Company’s common stock on December 7, 2021. The restricted stock units granted vest in equal monthly installments over one During 2022, a total of 1,045,000 of restricted stock units were granted to Mr. Galvin and seven employees of the Company, under the Company’s stock-based compensation plan, at the fair value ranging from $1.30 to $2.24 per share, which represents the closing price of the Company’s common stock at the date of grant. The restricted stock units granted vest quarterly over two On November 18, 2022, a total of 80,000 of restricted stock units were granted to four of the Company’s non-employee directors, under the Company’s stock-based compensation plan, at the fair value of $1.30 per share, which represents the closing price of the Company’s common stock on November 18, 2022. The restricted stock units granted vest in equal quarterly installments over a two For the year ended December 31, 2022 and 2021, the Company recognized stock-based compensation of $2,798,844 and $1,644,725 related to restricted stock units. This expense is included in the payroll and related expenses and general and administrative expenses in the accompanying consolidated statement of operations. As of December 31, 2022, there was a total of $1,686,599 in unrecognized compensation costs related to non-vested restricted stock units. The following table summarized restricted stock unit activities during the year ended December 31, 2022: Number of Shares Non-vested balance at January 1, 2022 1,274,137 Granted 1,125,000 Vested (890,122 ) Forfeited/Expired (125,118 ) Non-vested balance at December 31, 2022 1,383,897 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Abstract] | ||
Commitments and Contingencies | 16. Commitments and Contingencies Legal Proceedings The Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition. However, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established accruals. As a result, the outcome of a particular matter or a combination of matters may be material to the results of operations for a particular period, depending upon the size of the loss or the income for that particular period. 1.) Pizzarotti Litigation Pizzarotti’s suit arose from a contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038. Pizzarotti’s claims against the Company arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain obligations of Phipps under a certain trade contract between Pizzarotti and Phipps & Co. Phipps’ claims against the Company arise from a purported Assignment Agreement, dated as of May 30, 2018, between Pizzarotti, Phipps and the Company (the “Assignment Agreement”), pursuant to which, it is alleged, that the Company agreed to provide a letter of credit in connection with the sub-contracted work to be provided by Phipps to Pizzarotti. The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds. On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps & Co. Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation. The court did not dismiss Phipps’ claim for breach of the Assignment Agreement. The issue of the validity of the Assignment Agreement, and the Company’s defenses to the claims brought by the plaintiff Pizzarotti, and cross claimant Phipps, are being litigated. The Company maintains that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently, that the claims brought against the Company are without merit. The Company intends to continue to vigorously defend the litigation. The parties have engaged in written discovery but no depositions have been conducted as of yet. By motion dated February 24, 2021, Pizzarotti moved to stay the entire action pending the outcome of a separate litigation captioned Pizzarotti, LLC v. FPG Maiden Lane, LLCet. al Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Vendor 1.) SG Blocks, Inc. v HOLA Community Partners, et. al . On April 13, 2020, Plaintiff SG Blocks, Inc. (the “Company”) filed a Complaint against HOLA Community Partners (“HCP”), Heart of Los Angeles Youth, Inc. (“HOLA”) (HCP and HOLA are collectively referred to as the “HOLA Defendants”), and the City of Los Angeles (“City”) in the United States District Court for the Central District of California, Case No. 2:20-cv-03432-ODW (“HOLA Action”). The Company asserted seven claims against HOLA Defendants arising out of and related to the HOLA Project, to wit, for: (1) breach of contract; (2) conversion; (3) default and judicial foreclosure under the Agreement as a security agreement; (4) misappropriation of trade secrets under California Civil Code section 3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; and (6) intentional interference with contractual relations. On April 20, 2020, HOLA filed a separate action against the Company in the Los Angeles Superior Court arising out of the HOLA Project, asserting claims of (1) negligence; (2) strict products liability; (3) strict products liability, (4) breach of contract; (5) breach of express warranty; (6) violation of Business and Professions Code § 7031(b); and (7) violation of California’s unfair competition law, Business and Professions Code section 17200 (“UCL”) (“HOLA State Court Action”). The HOLA State Court Action was removed to the Central District of California and consolidated with the HOLA Action. On January 22, 2021, the Company filed a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, Avesi Construction, LLC, and American Home Building and Masonry Corp (“AHB”) for indemnity and contribution with respect to HOLA’s claims. The Company has also notified its general liability carrier Sompo International regarding coverage concerning HOLA’s claims On February 25, 2021, the Court entered an order dismissing the Company’s claims for (1) breach of contract; (2) conversion; (3) default and judicial foreclosure under the Agreement as a security agreement; (4) misappropriation of trade secrets under California Civil Code section 3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; but denied dismissal of the Company’s claims for intentional interference with contractual relations. The Court also denied the Company’s motion to dismiss HOLA’s claims. On March 12, 2021, the HOLA Defendants filed an answer to the Company’s complaint against it denying liability and asserting affirmative defenses. On March 12, 2021, the Company filed an answer to the HOLA Defendants’ First Amended Consolidated Complaint against it, denying liability and asserting affirmative defenses. On April 26, 2021, the Company and the HOLA Defendants filed a Joint Stipulation to Dismiss HOLA Community Partners’ Sixth Claim for Relief (violation of California Business and Professions Code §7031(b)), with prejudice, pursuant to Fed. R. Civ. P. 41(a)(1)(A)(ii). On July 23, 2021, the Company filed a First Amended Third-Party Complaint adding the following additional third party defendants seeking, inter alia On September 2, 2021, Schindler Elevator Corp. filed its answer to the First Amended Third-Party Complaint. On September 3, 2021, Junior Steel Co. filed its answer to the First Amended Third-Party Complaint. On September 7, 2021, Anderson Air Conditioning, L.P. filed its answer to the First Amended Third-Party Complaint. On October 6, 2021, the McIntyre Group filed its answer to the First Amended Third-Party Complaint. On February 7, 2022, the Company filed a request for entry of a Clerk’s default against the following defendants: American Home Building and Masonry Corp., Avesi Construction, Marne Construction, Inc., FirstForm, Inc., Dowell & Bradley Construction, Inc, Saddleback Roofing, Inc., and US Smoke and Fire Corp. On February 9, 2022, the court entered a clerk’s default pursuant to Federal Rule 55 against the following defendants: American Home Building and Masonry Corp. Avesi Construction, Dowel & Bradley Construction, Inc., Saddleback Roofing Inc. and US smoke and Fire Corp. The parties that have answered and appeared in the case are currently engaged in discovery. The cut-off for fact discovery has been extended to September 12, 2022, and a trial was set for January 31, 2023. 2.) SG Blocks, Inc. v HOLA Community Partners, et. al . On or about December 31, 2022, the parties who appeared in the HOLA Action executed a Settlement Agreement and Release. On February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties to the Settlement Agreement and Release. 3.) Teton Buildings, LLC (i) On January 1, 2019, the Company commenced an action against Teton Buildings, LLC (“Teton”) in Harris County, Texas (“Teton Texas Action”) to recover approximately $2,100,000 arising from defendant’s breach of the operative contract related to Heart of Los Angeles construction project in Los Angeles (the “HOLA Project”) entered into on or about June 2, 2017. The Petition brought claims of breach of contract, negligence, and breach of express warranty. In or about February 2022 the Company dismissed without prejudice the Teton Texas Action. (ii) On or about September 12, 2018, the Company entered into a Firm Price Quote and Purchase (the “GVL Contract”) with Teton to govern the manufacture and provision of 23 shipping containers and modular units (the “Teton GVL Modules”) for the Four Oaks Gather GVL project in South Carolina (the “GVL Project.”). The Company maintains that Teton breached the GVL Contract by (i) failing to timely deliver the Teton GVL Modules, (ii) delivering Teton GVL Modules that were defective in their design and manufacture, (iii) otherwise failed to meet South Carolina Building Code regulations and (iv) breached applicable warranties. As a result of the breach and defects in performance, design and manufacture by Teton, Company asserts that it has sustained $761,401.66 in actual and consequential damages, excluding attorney’s fees. On October 16, 2019, Teton filed for Chapter 11 in the United States Bankruptcy Court for Southern District of Texas, Houston Division styled In re: Teton Buildings, LLC and bearing the case number 19-35811. On February 11, 2020, the Company filed a proof of claim again Teton in the amount of $2,861,401.66 arising from the HOLA Project and the GVL Contract. On or about March 16, 2020, the Bankruptcy Court converted Teton’s Chapter 11 reorganization case to a Chapter 7 liquidation case. On July 18, 2019, Ronald Sommers, the Chapter 7 Trustee, filed a Report of No Distribution stating that there is no property available for distribution to creditors. On August 20, 2019, the Bankruptcy Court closed the Teton bankruptcy case. As such, there is no prospect of any recovery against Teton. On January 22, 2021, the Company filed a third-party complaint against Teton in the United States District Court for the Central District of California, Case No. 2:20−cv−03432 in the HOLA Action (described above), seeking to determine Teton’s liability in its capacity as a bankruptcy debtor in order to collect any damages payable from Teton’s liability insurance carrier or carriers. On July 23, 2021, the Company filed a First Amended Third-Party Complaint against Teton and other named third party defendants (see #2 below). Teton has been served with the First Amended Third-Party Complaint and on or about February 11, 2022, Teton filed an answer and affirmative defenses. On or about December 31, 2022, the parties who appeared in the HOLA Action, including Teton by and through its insurance carrier, executed a Settlement Agreement and Release. On February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties to the Settlement Agreement and Release. 4.) SG Blocks, Inc. v. EDI International, PC.- On June 21, 2019, the Company filed a lawsuit against EDI International, PC, a New Jersey corporation, in the Superior Court of the State of California, County of Los Angeles, Central District, in connection with the parties’ consulting agreement, dated June 29, 2016, pursuant to which EDI International, PC, was to provide, for a fee, certain architectural and design services for the HOLA Project. The Company claims that EDI International, PC, tortiously interfered with the Company’s economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC, filed a cross-complaint for alleged unpaid fees and tortious interference with EDI International, PC’s contractual relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC’s cross-complaint seeks in excess of $30,429 in damages. On July 8, 2020, the Company added PVE LLC as a defendant in the lawsuit, claiming PVE LLC is liable to the same extent as EDI International, PC. The case is currently in the discovery stage and a trial date has been set for May 2, 2022. On May 14, 2021, EDI accepted the Company’s Statutory Offer of Compromise, pursuant to California Code of Civil Procedures §998, to settle EDI’s cross-claims. On July 26, 2021, the Company and EDI entered into a certain General Release agreement whereby in exchange for payment by the Company in the amount of $67,125.83 EDI released the Company from all liabilities and damages related to EDI’s cross-claims. The Company continues to prosecute its claim against EDI for tortious interference with the Company’s economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. The discovery period has concluded and a trial date has been set for October 2023. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Other Litigation SG Blocks, Inc. v. Osang Healthcare Company, Ltd. , On April 14, 2021, the Company commenced an action against Osang Healthcare Company, Ltd. (“Osang”) in the United States District Court, Eastern District of New York, Case No. 21-01990 (“Osang Action”). The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices. On June 18, 2021, Osang served a motion to dismiss the Osang Action pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. On July 30, 2021, the Company served its opposition to the motion to dismiss. On September 22, 2022, the court entered an order granting in part and denying in part Osang’s motion to dismiss. The court denied that part of Osang’s motion that sought dismissal of the Company’s causes of action for breach of contract (but denied recovery of lost profits) and fraud, but dismissed the Company’s causes of action for breach of implied covenant of good faith and fair dealing, indemnification, accounting, and violation of the New York Unlawful and Deceptive Trade Practices Act (GBL §349). A status conference was held on November 16, 2022 at which time the Court entered a scheduling order for the conducting of discovery. After mediation before the Court on March 14, 2023, the parties entered into a settlement agreement and mutual release on May 4, 2023. Safe & Green Holdings Corp. v. Shaw et al., On March 15, 2023, the Company commenced an action against two shareholders, John William Shaw and Leo Patrick Shaw (the “Shaw Stockholders”), in the United States District Court for the Southern District of New York, captioned Safe and Green Holdings Corp. v. Shaw et al., 1:23-cv-02244, for violations of the short swing profit rule pursuant to Section 16(b) of the Securities and Exchange Act of 1934. On September 26, 2023, the Company entered into a settlement agreement with (the “Shaw Stockholders”) resolving this lawsuit pursuant to which the Company received a three Commitments In April 2020, the Company entered into an amendment to its employment agreement, dated January 1, 2017, with Paul Gavin (the “Amendment”), to extend the term of employment to December 31, 2021, provide for an annual base salary of $400,000 provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Incentive Plan. On July 5, 2022, the Company entered into an amendment to its employment agreement, dated January 1, 2017, as amended, with Paul Galvin, to provide for the payment of an annual base salary of $500,000 and on September 19, 2023 the agreement was amended to increase the annual base salary to $750,000. All other terms of the employment agreement remain in full force and effect. On May 1, 2023, the Company appointed Patricia Kaelin as the Company’s Chief Financial Officer and entered into an employment agreement with Patricia Kaelin (the “Kaelin Employment Agreement”) to employ Ms. Kaelin in such capacity for an initial term of two (2) years, which provides for an annual base salary of $250,000, a discretionary bonus of up to 20% of her base salary upon achievement of objectives as may be determined by the Company’s board of directors and severance in the event of a termination without cause on or after September 30, 2023 in amount equal to equal to one year’s annual base salary and benefits. The Kaelin Employment Agreement also provides for the grant to Ms. Kaelin of a restricted stock grant under the Company’s Stock Incentive Plan, as amended and as available for grant, of 60,000 shares of the Company’s common stock, vesting quarterly on a pro-rata basis over the next eighteen (18) months of continuous service. Ms. Kaelin is subject to a one-year post-termination non-compete and non-solicit of employees and clients. She is also bound by confidentiality provisions. During July 2023, Ms. Kaelin’s annual base salary was adjusted to $300,000, retroactive to May 1, 2023. | 20. Commitments and Contingencies Legal Proceedings The Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition. However, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established accruals. As a result, the outcome of a particular matter or a combination of matters may be material to the results of operations for a particular period, depending upon the size of the loss or the income for that particular period. 1.) Pizzarotti Litigation Pizzarotti’s suit arose from a contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038. Pizzarotti’s claims against the Company arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain obligations of Phipps under a certain trade contract between Pizzarotti and Phipps & Co. Phipps’ claims against the Company arise from a purported Assignment Agreement, dated as of May 30, 2018, between Pizzarotti, Phipps and the Company (the “Assignment Agreement”), pursuant to which, it is alleged, that the Company agreed to provide a letter of credit in connection with the sub-contracted work to be provided by Phipps to Pizzarotti. The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds. On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps & Co. Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation. The court did not dismiss Phipps’ claim for breach of the Assignment Agreement. The issue of the validity of the Assignment Agreement, and the Company’s defenses to the claims brought by the plaintiff Pizzarotti, and cross claimant Phipps, are being litigated. The Company maintains that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently, that the claims brought against the Company are without merit. The Company intends to continue to vigorously defend the litigation. The parties have engaged in written discovery but no depositions have been conducted as of yet. By motion dated February 24, 2021, Pizzarotti moved to stay the entire action pending the outcome of a separate litigation captioned Pizzarotti, LLC v. FPG Maiden Lane, LLCet. al Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Vendor Litigation 1.) SG Blocks, Inc. v HOLA Community Partners, et. al. On April 13, 2020, Plaintiff SG Blocks, Inc. (“SG Blocks” or the “Company”) filed a Complaint against HOLA Community Partners (“HCP”), Heart of Los Angeles Youth, Inc. (“HOLA”) (HCP and HOLA are collectively referred to as the “HOLA Defendants”), and the City of Los Angeles (“City”) in the United States District Court for the Central District of California, Case No. 2:20-cv-03432-ODW (“HOLA Action”). The Company asserted seven claims against HOLA Defendants arising out of and related to the HOLA Project, to wit, for: (1) breach of contract; (2) conversion; (3) default and judicial foreclosure under the Agreement as a security agreement; (4) misappropriation of trade secrets under California Civil Code section 3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; and (6) intentional interference with contractual relations. On April 20, 2020, HOLA filed a separate action against the Company in the Los Angeles Superior Court arising out of the HOLA Project, asserting claims of (1) negligence; (2) strict products liability; (3) strict products liability, (4) breach of contract; (5) breach of express warranty; (6) violation of Business and Professions Code § 7031(b); and (7) violation of California’s unfair competition law, Business and Professions Code section 17200 (“UCL”) (“HOLA State Court Action”). The HOLA State Court Action was removed to the Central District of California and consolidated with the HOLA Action. On January 22, 2021, the Company filed a Third-Party Complaint in the HOLA Action against Third-Party Defendants Teton Buildings, LLC, Avesi Construction, LLC, and American Home Building and Masonry Corp (“AHB”) for indemnity and contribution with respect to HOLA’s claims. The Company has also notified its general liability carrier Sompo International regarding coverage concerning HOLA’s claims On February 25, 2021, the Court entered an order dismissing the Company’s claims for (1) breach of contract; (2) conversion; (3) default and judicial foreclosure under the Agreement as a security agreement; (4) misappropriation of trade secrets under California Civil Code section 3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; but denied dismissal of the Company’s claims for intentional interference with contractual relations. The Court also denied the Company’s motion to dismiss HOLA’s claims. On March 12, 2021, the HOLA Defendants filed an answer to the Company’s complaint against it denying liability and asserting affirmative defenses. On March 12, 2021, the Company filed an answer to the HOLA Defendants’ First Amended Consolidated Complaint against it, denying liability and asserting affirmative defenses. On April 26, 2021, the Company and the HOLA Defendants filed a Joint Stipulation to Dismiss HOLA Community Partners’ Sixth Claim for Relief (violation of California Business and Professions Code §7031(b)), with prejudice, pursuant to Fed. R. Civ. P. 41(a)(1)(A)(ii). On July 23, 2021, the Company filed a First Amended Third-Party Complaint adding the following additional third party defendants seeking, inter alia, contractual indemnity, equitable indemnity; and contribution: American Home Building and Masonry Corp. (“American Home”), Anderson Air Conditioning, L.P. (“Anderson”). Broadway Glass and Mirror, Inc. (“Broadway”), Marne Construction, Inc. (“Marne”), The McIntyre Company (“McIntyre”), Dowell & Bradley Construction, Inc. dba J R Construction (“JR Construction”) Junior Steel Co. (“Junior Steel”) Saddleback Roofing, Inc. (“Saddleback”) Schindler Elevator Corporation (“Schindler”) U.S. Smoke & Fire Corp. (“U.S. Smoke”) and FirstForm, Inc. (“FirstForm”) (collectively the “Additional Third Party Defendants”). On September 2, 2021, Schindler Elevator Corp. filed its answer to the First Amended Third-Party Complaint. On September 3, 2021, Junior Steel Co. filed its answer to the First Amended Third-Party Complaint. On September 7, 2021, Anderson Air Conditioning, L.P. filed its answer to the First Amended Third-Party Complaint. On October 6, 2021, the McIntyre Group filed its answer to the First Amended Third-Party Complaint. On February 7, 2022, the Company filed a request for entry of a Clerk’s default against the following defendants: American Home Building and Masonry Corp., Avesi Construction, Marne Construction, Inc., FirstForm, Inc., Dowell & Bradley Construction, Inc, Saddleback Roofing, Inc., and US Smoke and Fire Corp. On February 9, 2022, the court entered a clerk’s default pursuant to Federal Rule 55 against the following defendants: American Home Building and Masonry Corp. Avesi Construction, Dowel & Bradley Construction, Inc., Saddleback Roofing Inc. and US smoke and Fire Corp. The parties that have answered and appeared in the case are currently engaged in discovery. The cut-off for fact discovery has been extended to September 12, 2022, and a trial has been set for January 31, 2023. On or about December 31, 2022, the parties who appeared in the HOLA Action executed a Settlement Agreement and Release. On February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties to the Settlement Agreement and Release. 2.) Teton Buildings, LLC (i) On January 1, 2019, SG Blocks commenced an action against Teton Buildings, LLC (“Teton”) in Harris County, Texas (“Teton Texas Action”) to recover approximately $2,100,000 arising from defendant’s breach of the operative contract related to Heart of Los Angeles construction project in Los Angeles (the “HOLA Project”) entered into on or about June 2, 2017. The Petition brought claims of breach of contract, negligence, and breach of express warranty. In or about February 2022 SG Blocks dismissed without prejudice the Teton Texas Action. (ii) On or about September 12, 2018, the Company entered into a Firm Price Quote and Purchase (the “GVL Contract”) with Teton to govern the manufacture and provision of 23 shipping containers and modular units (the “Teton GVL Modules”) for the Four Oaks Gather GVL project in South Carolina (the “GVL Project.”). The Company maintains that Teton breached the GVL Contract by (i) failing to timely deliver the Teton GVL Modules, (ii) delivering Teton GVL Modules that were defective in their design and manufacture, (iii) otherwise failed to meet South Carolina Building Code regulations and (iv) breached applicable warranties. As a result of the breach and defects in performance, design and manufacture by Teton, Company asserts that it has sustained $761,401.66 in actual and consequential damages, excluding attorney’s fees. On October 16, 2019, Teton filed for Chapter 11 in the United States Bankruptcy Court for Southern District of Texas, Houston Division styled In re: Teton Buildings, LLC and bearing the case number 19-35811. On February 11, 2020, the Company filed a proof of claim again Teton in the amount of $2,861,401.66 arising from the HOLA Project and the GVL Contract. On or about March 16, 2020, the Bankruptcy Court converted Teton’s Chapter 11 reorganization case to a Chapter 7 liquidation case. On July 18, 2019, Ronald Sommers, the Chapter 7 Trustee, filed a Report of No Distribution stating that there is no property available for distribution to creditors. On August 20, 2019, the Bankruptcy Court closed the Teton bankruptcy case. As such, there is no prospect of any recovery against Teton. On January 22, 2021, the Company filed a third-party complaint against Teton in the United States District Court for the Central District of California, Case No. 2:20−cv−03432 in the HOLA Action (described above), seeking to determine Teton’s liability in its capacity as a bankruptcy debtor in order to collect any damages payable from Teton’s liability insurance carrier or carriers. On July 23, 2021, the Company filed a First Amended Third-Party Complaint against Teton and other named third party defendants (see #2 below). Teton has been served with the First Amended Third-Party Complaint and on or about February 11, 2022, Teton filed an answer and affirmative defenses. On or about December 31, 2022, the parties who appeared in the HOLA Action, including Teton by and through its insurance carrier, executed a Settlement Agreement and Release. On February 28, 2023 the court “so ordered” the parties’ stipulation dismissing all causes of action against the parties to the Settlement Agreement and Release. 3.) SG Blocks, Inc. v. EDI International, PC.- On June 21, 2019, SG Blocks filed a lawsuit against EDI International, PC, a New Jersey corporation, in the Superior Court of the State of California, County of Los Angeles, Central District, in connection with the parties’ consulting agreement, dated June 29, 2016, pursuant to which EDI International, PC, was to provide, for a fee, certain architectural and design services for the HOLA Project. SG Blocks, Inc. claims that EDI International, PC, tortiously interfered with SG Blocks, Inc’s economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC, filed a cross-complaint for alleged unpaid fees and tortious interference with EDI International, PC’s contractual relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC’s cross-complaint seeks in excess of $30,428.71 in damages. On July 8, 2020, SG Blocks, Inc. added PVE LLC as a defendant in the lawsuit, claiming PVE LLC is liable to the same extent as EDI International, PC. The case is currently in the discovery stage and a trial date has been set for May 2, 2022. On May 14, 2021, EDI accepted the Company’s Statutory Offer of Compromise, pursuant to California Code of Civil Procedures §998, to settle EDI’s cross-claims. On July 26, 2021, the Company and EDI entered into a certain General Release agreement whereby in exchange for payment by the Company in the amount of $67,125.83 EDI released SG Blocks from all liabilities and damages related to EDI’s cross-claims. The Company continues to prosecute its claim against EDI for tortious interference with the Company’s economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. The discovery period has concluded and a trial date has been set for October 2023. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery or loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Other Litigation 1.) SG Blocks, Inc. v. Osang Healthcare Company, Ltd. , On April 14, 2021, the Company commenced an action against Osang Healthcare Company, Ltd. (“Osang”) in the United States District Court, Eastern District of New York, Case No. 21-01990 (“Osang Action”). The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices. On June 18, 2021, Osang served a motion to dismiss the Osang Action pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. On July 30, 2021, the Company served its opposition to the motion to dismiss. On September 22, 2022, the court entered an order granting in part and denying in part Osang’s motion to dismiss. The court denied that part of Osang’s motion that sought dismissal of the Company’s causes of action for breach of contract (but denied recovery of lost profits) and fraud, but dismissed the Company’s causes of action for breach of implied covenant of good faith and fair dealing, indemnification, accounting, and violation of the New York Unlawful and Deceptive Trade Practices Act (GBL §349). A status conference was held on November 16, 2022 at which time the Court entered a scheduling order for the conducting of discovery. Discovery is ongoing. A settlement conference was held by the Court on March 14, 2023. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the outcome or possible recovery, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the consolidated financial statements. Commitments In April 2020, the Company entered into an amendment to its employment agreement, dated January 1, 2017, with Paul Gavin (the “Amendment”), to extend the term of employment to December 31, 2021, provide for an annual base salary of $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. On July 5, 2022, the Company entered into an amendment to its employment agreement, dated January 1, 2017, as amended, with Paul Galvin, to provide for the payment of an annual base salary of $500,000. All other terms of the employment agreement remain in full force and effect. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 17. Subsequent Events The Company has evaluated all events or transactions that occurred after September 30, 2023 through November 14, 2023, which is the date that the condensed financial statements were available to be issued. During this period, there were no material subsequent events requiring recognition or disclosure besides below. On October 5, 2023, at the Company’s Special Meeting of Stockholders (the “Special Meeting”), the Company’s stockholders approved an amendment (the “Amendment”) to the Safe & Green Holdings Corp. Stock Incentive Plan (the “Plan”). The Amendment increased the total number of shares of the Company’s common stock authorized for issuance under the Plan by 5,000,000 shares to 8,625,000 shares. The material terms and conditions of the Plan are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 6, 2023 (the “Proxy Statement”). On October 16, 2023, the Company filed a Certificate of Amendment to its Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware that increased the number of the Company’s authorized shares of common stock, $0.01 par value per share, from 25,000,000 shares to 75,000,000 shares. This Certificate of Amendment was approved by the Company’s stockholders at the Company’s 2023 Special Meeting. As previously disclosed, the Company had notified William Rogers that his employment agreement (the “Employment Agreement”) with the Company would not be renewed for a full one two On October 20, 2023, the Company and Mr. Rogers entered into a mutual settlement and release agreement (the “Release Agreement”) in order to resolve any and all claims and disputes between them, including but not limited to, claims arising under the Employment Agreement. Pursuant to the terms of the Release Agreement, (i) the Company agreed to pay Mr. Rogers a settlement payment equal to $75,000 for his lost vacation, life insurance and related costs through December 31, 2023; (ii) the parties agreed to extend Mr. Roger’s Employment Agreement through December 31, 2023, at which point the Employment Agreement will end as a mutual termination; (iii) the parties agreed that Mr. Rogers’ title under the Employment Agreement will change from COO to Project Development Advisor and he will report to David Villarreal for the remaining term of the Employment Agreement and all other terms of the Employment Agreement will remain unchanged, including Mr. Roger’s right to receive RSU’s and right to accrue additional vacation days; (iv) Safe and Green Development Corporation, a majority-owned subsidiary of the Company (“DevCo”), and Mr. Rogers will enter into a consulting agreement that will commence on January 1, 2024 (the “Consulting Agreement”); (v) the parties acknowledged that Mr. Rogers will be eligible for grants of equity awards under DevCo’s stock incentive plan; (vi) the non-compete provisions of the Employment Agreement were extended through December 31, 2023; (vii) the parties released each other from any and all claims and potential claims relating to or arising as a result of the Employment Agreement or any issues related thereto; and (viii) the parties agreed not to disparage each other. Simultaneously with the execution of the Release Agreement, Mr. Rogers entered into the Consulting Agreement with DevCo. The term of the Consulting Agreement will commence on January 1, 2024, will continue for a period of one year and will then convert to a rollover annual contract or on a month-to-month basis, as mutually agreed to be the parties. Pursuant to the Consulting Agreement, Mr. Rogers will provide advisory and consulting services for the construction of DevCo’s operational facility projects. During the term of the Consulting Agreement, DevCo will pay Mr. Rogers a monthly consulting fee of $15,000. In addition, the parties agreed that Mr. Rogers shall invoice DevCo for time spent over 60 hours per month providing such consulting services, at a rate of $250 per hour. In addition, during the term of the Consulting Agreement, DevCo will (i) pay to Mr. Rogers the per month costs to cover his COBRA expenses, and (ii) reimburse Mr. Rogers for his reasonable and necessary out-of-pocket expenses incurred in performing the consulting services. The Consulting Agreement also provides that Mr. Rogers will be entitled to receive and that DevCo will issue, subject to board approval, grants of restricted stock unit awards. | 21. Subsequent Events During January 2023, the Short-Term Note and Second Short-Term Note were extended with a current maturity date of February 1, 2024. On February 7, 2023, the Company closed a private placement offering (the “Offering”) of One Million One Hundred Thousand Dollars ($1,100,000) in principal amount of the Company’s 8% convertible debenture (the “Debenture”) and a warrant (the “Warrant”) to purchase up to Five Hundred Thousand (500,000) shares of the Company’s common stock, to Peak One Opportunity Fund, L.P. (“Peak One”). Pursuant to a Securities Purchase Agreement, dated February 7, 2023 (the “Purchase Agreement”), the Debenture was sold to Peak One for a purchase price of $1,000,000, representing an original issue discount of ten percent (10%). In connection with the offering the Company paid $15,000 as a non-accountable fee to Peak One to cover its accounting fees, legal fees and other transactional costs incurred in connection with the transactions contemplated by the Purchase Agreement and issued 50,000 shares of its restricted common stock (the “Commitment Shares”) to Peak One Investments, LLC (“Investments”), the general partner of Peak One. The Debenture matures twelve On March 30, 2023, an affiliate of SG DevCorp. entered into an agreement to secure financing to pay off the Short-Term Note and Second Short-Term Note by issuing a new $5,000,000 note to be secured by the Lago Vista property and SG DevCorp.’s McLean site in Durant, Oklahoma. As of the date of this report, the financing to pay off the Notes had not closed. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Basis of presentation and principals of consolidation | Basis of presentation and principals of consolidation | Basis of presentation and principals of consolidation |
Recently adopted accounting pronouncements | Recently adopted accounting pronouncements - | Recently adopted accounting pronouncements - |
Accounting estimates | Accounting estimates | Accounting estimates |
Operating cycle | Operating cycle – | Operating cycle – |
Revenue recognition | Revenue recognition (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of 2021. Revenue from the activities of the JV is related to clinical testing services and was recognized when services have been rendered, which was at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimated its contractual allowances, payer denials and price concessions. In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing. For the nine months ended September 30, 2023 and 2022, the Company recognized $0 and $10,200,000, respectively related to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations. Due to the ongoing lower affects of COVID-19 restrictions, the JV began to wind down during the fourth quarter of 2022. Disaggregation of Revenues The Company’s revenue for the three and nine months ended September 30, 2022 was principally derived from construction and engineering contracts related to the manufacturing of modular units used for construction, and medical revenue derived from lab testing and test kit sales. The Company’s revenues for the three and nine months ended September 30, 2023 was principally derived from construction contracts related to the manufacturing of modular units The Company’s contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $0 and $14,566,351, respectively, for the nine months ended September 30, 2023. Revenue recognized at a point in time and recognized over time were $11,640,953 and $8,648,873, respectively, for the nine months ended September 30, 2022. Revenue recognized at a point in time and recognized over time were $0 and $3,965,361, respectively, for the three months ended September 30, 2023. Revenue recognized at a point in time and recognized over time were $1,437,738 and $2,692,519, respectively, for the three months ended September 30, 2022. The following tables provide further disaggregation of the Company’s revenues by categories: Three Months Ended September 30, Revenue by Customer Type 2023 2022 Construction and Engineering Services: Hotel $ — — % $ 1,224,181 30 % Office 3,965,361 100 % 1,468,338 35 % Subtotal 3,965,361 100 % 2,692,519 65 % Medical Revenue: Medical (lab testing, kit sales and equipment) — — % 1,437,738 35 % Total revenue by customer type $ 3,965,361 100 % $ 4,130,257 100 % Nine Months Ended September 30, Revenue by Customer Type 2023 2022 Construction and Engineering Services: Government $ — — % $ 39 — % Hotel 44,201 — % 2,368,960 13 % Multi-Family (includes Single Family) — — % 86,034 — % Office 14,522,150 100 % 6,178,856 30 % Retail — — % 5,344 — % Special Use — — % 9,640 — % Subtotal 14,566,351 100 % 8,648,873 43 % Medical Revenue: Medical (lab testing, kit sales and equipment) — — % 11,640,953 57 % Total revenue by customer type $ 14,566,351 100 % $ 20,289,826 100 % Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of the Company’s contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the condensed consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the condensed consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs | Revenue recognition (1) Identify the contract with a customer (2) Identify the performance obligations in the contract (3) Determine the transaction price (4) Allocate the transaction price to performance obligations in the contract (5) Recognize revenue as performance obligations are satisfied On certain contracts, the Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e. percentage of completion). Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. For product or equipment sales, the Company applies recognition of revenue when the customer obtains control over such goods, which is at a point in time. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company was to receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA granted the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognized revenue and the Company has the right to payment of royalties. On June 15, 2021, the Company terminated the ELA that was executed on October 3, 2019, and no revenue has been recognized under the ELA for the years ending December 31, 2022 and 2021. CMC Right of First Refusal Agreement – Agreement CMC ROFR Rights The Agreement also provided that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total expected gross revenue to the Company for the project to be derived by CMC is approximately $0. The project is a residential project but it was not subject to the recently terminated ELA. The planning stage of the project was initially delayed due to COVID-19. The Company is no longer participating on Ridge Avenue as CMC has decided to proceed with this project as a traditional construction build. The Company has reported this as a cancellation within the Company’s backlog footnote, see Note 13 on this discussion. No revenue has been recognized under the Agreement during the years ending December 31, 2022 or 2021. The Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”) in the fourth quarter of2021. Revenue from the activities of the JV is related to clinical testing services and is recognized when services have been rendered, which is at a point in time. Included in the consideration the Company expected to be entitled to receive, the Company estimates its contractual allowances, payer denials and price concessions. In addition, the Company formed Chicago Airport Testing, LLC which collected rental revenue from subleasing to a consortium of government entities assisting in COVID-19 testing. For the years ended December 31, 2022 and 2021, the Company recognized approximately $11.6 million and 31.4 million, respectively, related to activities through these two joint ventures, which is included in medical revenue on the accompanying consolidated statements of operations. Due to the ongoing lower affects of COVID-19 restrictions, the JV began to wind down during the fourth quarter of 2022. Disaggregation of Revenues The Company’s revenues are primarily derived from two segments, construction related to Modules projects and medical revenue derived from lab testing and test kit sales. The Company’s contracts are with customers in various industries. Revenue recognized at a point in time and recognized over time were $11,641,727 and $12,752,219, respectively, for the year ended December 31, 2022. Revenue recognized at a point in time and recognized over time were $31,548,012 and $6,793,690, respectively, for the year ended December 31, 2021. The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Segments and Customer Type 2022 2021 Construction Segment: Government $ 905,554 4 % $ 2,335,031 6 % Hotel/Hospitality 2,731,439 11 % 1,110,303 3 % Multi-Family (includes Single Family) 86,033 — % 103,672 — % Medical (construction services) — — % 495,122 1 % Office 9,009,209 37 % 534,001 2 % Retail 5,344 — % 285,177 1 % Special Use 14,640 — % 1,930,384 5 % Total Construction Revenue Segment (includes engineering service revenue) $ 12,752,219 52 % $ 6,793,690 18 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 11,641,727 48 % $ 31,548,012 82 % Total Revenue by Segments and Customer Type $ 24,393,946 100 % $ 38,341,702 100 % Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs Exclusive License Agreement – In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5.In addition, to the extent the Licensee sublicensed any aspect of the License to a sub-licensee, the Licensee was obligated to pay to the Company fifty percent (50%) of all payments received by the Licensee from such sublicensee. The ELA provided for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. On June 15, 2021, the Company terminated the ELA. In connection with the termination, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement Agreement”) with CPF, the general partner (the “Licensee”) of CPF MF 2019-1 LLC (“CPF MF”), and Capital Plus Financial, LLC, a limited partner of the Licensee (“Capital Plus”) and an Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021, with Capital Plus and the Licensee. Pursuant to the Settlement Agreement with CPF and Capital Plus, the ELA was terminated, the Company released CPF and CPF MF for any claims in exchange for releases from CPF and Capital Plus and the Company received an assignment of CPF’s right under certain circumstances to a $1.25 million redemption distribution from CPF MF under its Operating Agreement. |
Business Combinations | Business Combinations | Business Combinations |
Variable Interest Entities | Variable Interest Entities On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue 200,000 restricted shares of the Company’s common stock over a defined vesting period starting in December 1, 2020. The restricted shares of the Company’s common stock were not issued to Clarity Labs as certain capital commitments were not met. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID-19. Clarity Labs was also engaged in the business of manufacturing, importing and distributing various medical tests. Under the JV, the Company and Clarity Labs were to jointly market, sell, and distribute certain products and services (“Clarity Mobile Venture”). The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements. Due to the ongoing lower affects of COVID-19 restrictions, the JV was wound down during the fourth quarter of 2022. On January 18, 2021 the Company entered into an operating agreement to form CAT. The purpose of CAT is to market, sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID-19 testing industry. The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements. | V ariable Interest Entities On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, the Company agreed to issue 200,000 restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. The restricted shares of SGB common stock were not issued to Clarity Labs as certain capital commitments were not met. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID-19. Clarity Labs is also engaged in the business of manufacturing, importing and distributing various medical tests. Under the JV, the Company and Clarity Labs will jointly market, sell, and distribute certain products and services (“Clarity Mobile Venture”). As of December 31, 2021, $502,958 was due to Clarity Labs for expenses paid on behalf of Clarity Mobile Venture, and is included in Due to Affiliates, Accounts Payable and Accrued Expenses on the accompanying consolidated balance sheets. In addition, during the year ended December 31, 2021, the Company recognized revenue of $60,110 and other income of $60,000 to Clarity Labs, of which none is included in accounts receivable as of December 31, 2021. The Company has determined it is the primary beneficiary of Clarity Mobile Venture and has thus consolidated the activities in its consolidated financial statements. Due to the ongoing lower affects of COVID-19 restrictions, the JV was wound down during the fourth quarter of 2022, and the Company does not owe any amounts to Clarity Labs as of December 31, 2022. On January 18, 2021 the Company entered into an operating agreement to form CAT. The purpose of CAT is to market, sell, distribute, lease and otherwise commercially exploit certain products and services in the COVID-19 testing industry. The Company has determined it is the primary beneficiary of CAT and has thus consolidated the activities in its consolidated financial statements. |
Investment Entities | Investment Entities – On June 24, 2021, the Company’s subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. During the nine months ended September 30, 2023, the Company contributed an additional $25,000. The purpose of JDI-Cumberland Inlet, LLC is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of JDI-Cumberland Inlet, LLC and thus will not consolidate the activities in its consolidated financial statements. The Company will use the equity method to report the activities as an investment in its consolidated financial statements. During the nine months ended September 30, 2023, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of September 30, 2023. The approximate combined financial position of the Company’s equity affiliates are summarized below as of September 30, 2023 and December 31, 2022: Condensed balance sheet information: September 30, December 31, (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,500,000 Total liabilities $ 7,100,000 $ 7,100,000 Members’ equity $ 30,400,000 $ 30,400,000 | Investment Entities On June 24, 2021, the Company’s subsidiary, SG DevCorp, entered into an operating agreement with Jacoby Development for a 10% non-dilutable equity interest for JDI-Cumberland Inlet, LLC (“Cumberland”). The Company contributed $3,000,000 for its 10% equity interest. The purpose of JDI-Cumberland Inlet, LLC is to develop a waterfront parcel in a mixed-use destination community. The Company has determined it is not the primary beneficiary of JDI-Cumberland Inlet, LLC and thus will not consolidate the activities in its consolidated financial statements. The Company will use the equity method to report the activities as an investment in its consolidated financial statements. During the year ended December 31, 2022, Norman Berry and Cumberland did not have any material earnings or losses as the investments are in development. In addition, management believes there was no impairment as of December 31, 2022. The approximate combined financial position of the Company’s equity affiliates are summarized below as of December 31, 2022 and 2021: 2022 2021 Condensed balance sheet information: Total assets $ 37,500,000 $ 37,700,000 Total liabilities $ 7,100,000 $ 7,020,000 Members’ equity $ 30,400,000 $ 30,680,000 |
Cash and cash equivalents | Cash and cash equivalents | Cash and cash equivalents |
Short-term investment | Short-term investment | Short-term investment |
Accounts receivable and allowance for credit losses | Accounts receivable and allowance for credit losses The Company adopted ASC 326, Current Expected Credit Losses, on January 1, 2023, which requires the measurement and recognition of expected credit losses using a current expected credit loss model. The allowance for credit losses on expected future uncollectible accounts receivable is estimated considering forecasts of future economic conditions in addition to information about past events and current conditions. The allowance for credit losses reflects the Company’s best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from the Company’s estimates and could be material to its consolidated financial position, results of operations, and cash flows. | Accounts receivable and allowance for credit losses The allowance for credit losses reflects the Company’s best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our consolidated financial position, results of operations, and cash flows. |
Inventory | Inventory | Inventory |
Goodwill | Goodwill – | Goodwill – |
Intangible assets | Intangible assets – five For the year ending December 31: 2023 (remaining) $ 49,370 2024 192,436 2025 189,019 2026 171,684 2027 168,006 Thereafter 1,180,852 $ 1,951,367 | Intangible assets – For the year ending December 31,: 2023 $ 174,741 2024 174,035 2025 170,618 2026 153,283 2027 149,605 Thereafter 1,175,551 $ 1,997,833 |
Property, plant and equipment | Property, plant and equipment 29 | Property, plant and equipment |
Held For Sale Assets | Held For Sale Assets | Held For Sale Assets |
Convertible instruments | Convertible instruments | Convertible instruments |
Common stock purchase warrants and other derivative financial instruments | Common stock purchase warrants and other derivative financial instruments | Common stock purchase warrants and other derivative financial instruments |
Fair value measurements | Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. | Fair value measurements The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the year ended December 31, 2022 or 2021. |
Share-based payments | Share-based payments | Share-based payments |
Other income (expense) | Other income (expense) | |
Income taxes | Income taxes – The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. | Income taxes – The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. |
Concentrations of credit risk | Concentrations of credit risk – With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At September 30, 2023 and December 31, 2022, 87% and 80%, respectively, of the Company’s gross accounts receivable were due from three and three customers. Revenue relating to one and two customers represented approximately 100% and 93% of the Company’s total revenue for the three months ended September 30, 2023 and 2022, respectively. Revenue relating to one and one customers represented approximately 97% and 88% of the Company’s total revenue for the nine months ended September 30, 2023 and 2022, respectively. There were no vendors representing 10% or more of the Company’s total cost of revenue for the three and nine months ended September 30, 2023 and 2022. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. | Concentrations of credit risk – With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At December 31, 2022 and 2021, 80% and 78%, respectively, of the Company’s gross accounts receivable were due from three and four customers. Revenue in excess of 10% relating to three and one customers represented approximately65% and80% of the Company’s total revenue for the year ended December 31, 2022 and 2021, respectively. For the year ending December 31, 2022 and 2021, there were no vendors that represented 10% or more of our cost of revenue. |
Liquidity (Tables)
Liquidity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Liquidity [Abstract] | ||
Schedule of Backlog to Convert to Revenue | As of September 30, 2023, the Company had cash and cash equivalents of $712,906 and a backlog of $4,000,771. See Note 11 for a discussion of construction backlog. Based on its conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period 2023 Within 1 year $ 4,000,771 Total Backlog $ 4,000,771 | As of December 31, 2022, the Company had cash and cash equivalents of $582,776 and a backlog of $6,810,672. See Note 13 for a discussion of construction backlog. Based on the Company’s conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period: 2022 Within 1 year $ 6,810,762 Total Backlog $ 6,810,762 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | ||
Schedule of Disaggregation of Revenue | The following tables provide further disaggregation of the Company’s revenues by categories: Three Months Ended September 30, Revenue by Customer Type 2023 2022 Construction and Engineering Services: Hotel $ — — % $ 1,224,181 30 % Office 3,965,361 100 % 1,468,338 35 % Subtotal 3,965,361 100 % 2,692,519 65 % Medical Revenue: Medical (lab testing, kit sales and equipment) — — % 1,437,738 35 % Total revenue by customer type $ 3,965,361 100 % $ 4,130,257 100 % Nine Months Ended September 30, Revenue by Customer Type 2023 2022 Construction and Engineering Services: Government $ — — % $ 39 — % Hotel 44,201 — % 2,368,960 13 % Multi-Family (includes Single Family) — — % 86,034 — % Office 14,522,150 100 % 6,178,856 30 % Retail — — % 5,344 — % Special Use — — % 9,640 — % Subtotal 14,566,351 100 % 8,648,873 43 % Medical Revenue: Medical (lab testing, kit sales and equipment) — — % 11,640,953 57 % Total revenue by customer type $ 14,566,351 100 % $ 20,289,826 100 % | The following tables provide further disaggregation of the Company’s revenues by categories: Twelve Months Ended December 31, Revenue by Segments and Customer Type 2022 2021 Construction Segment: Government $ 905,554 4 % $ 2,335,031 6 % Hotel/Hospitality 2,731,439 11 % 1,110,303 3 % Multi-Family (includes Single Family) 86,033 — % 103,672 — % Medical (construction services) — — % 495,122 1 % Office 9,009,209 37 % 534,001 2 % Retail 5,344 — % 285,177 1 % Special Use 14,640 — % 1,930,384 5 % Total Construction Revenue Segment (includes engineering service revenue) $ 12,752,219 52 % $ 6,793,690 18 % Medical Revenue Segment (includes lab testing, kit sales and equipment) $ 11,641,727 48 % $ 31,548,012 82 % Total Revenue by Segments and Customer Type $ 24,393,946 100 % $ 38,341,702 100 % |
Schedule of Equity Affiliates | The approximate combined financial position of the Company’s equity affiliates are summarized below as of September 30, 2023 and December 31, 2022: Condensed balance sheet information: September 30, December 31, (Unaudited) (Unaudited) Total assets $ 37,500,000 $ 37,500,000 Total liabilities $ 7,100,000 $ 7,100,000 Members’ equity $ 30,400,000 $ 30,400,000 | The approximate combined financial position of the Company’s equity affiliates are summarized below as of December 31, 2022 and 2021: 2022 2021 Condensed balance sheet information: Total assets $ 37,500,000 $ 37,700,000 Total liabilities $ 7,100,000 $ 7,020,000 Members’ equity $ 30,400,000 $ 30,680,000 |
Schedule of Accumulated Amortization and Amortization Expense | The estimated amortization expense for the successive five years is as follows: For the year ending December 31: 2023 (remaining) $ 49,370 2024 192,436 2025 189,019 2026 171,684 2027 168,006 Thereafter 1,180,852 $ 1,951,367 | The estimated amortization expense for the successive five years is as follows: For the year ending December 31,: 2023 $ 174,741 2024 174,035 2025 170,618 2026 153,283 2027 149,605 Thereafter 1,175,551 $ 1,997,833 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Accounts Receivable [Abstract] | ||
Schedule of Accounts Receivable | At September 30, 2023 and December 31, 2022, the Company’s accounts receivable consisted of the following: 2023 2022 Billed: Construction services $ 887,045 $ 1,310,456 Other receivable — 115,746 Total gross receivables 887,045 1,426,202 Less: allowance for credit losses (145,746 ) (145,746 ) Total net receivables $ 741,299 $ 1,280,456 | At December 31, 2022, 2021 and 2020, the Company’s accounts receivable consisted of the following: 2022 2021 2020 Billed: Construction services $ 1,310,456 $ 2,293,187 $ 1,391,555 Engineering services — 86,388 86,264 Medical revenue — 679,446 1,157,819 Retainage receivable — 635,049 615,136 Other receivable 115,746 186,692 180,748 Total gross receivables 1,426,202 3,880,762 3,431,522 Less: allowance for credit losses (145,746 ) (963,116 ) (795,914 ) Total net receivables $ 1,280,456 $ 2,917,646 $ 2,635,608 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Contract Assets and Contract Liabilities [Abstract] | ||
Schedule of Contract Assets and Contract Liabilities | Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at September 30, 2023 and December 31, 2022: 2023 2022 Costs incurred on uncompleted contracts $ 17,242,167 $ 13,730,177 Provision for loss on uncompleted contracts — — Estimated earnings to date on uncompleted contracts 103,251 (2,160,085 ) Gross contract assets 17,345,418 11,570,092 Less: billings to date (18,638,029 ) (11,970,979 ) Net contract assets/(liabilities) on uncompleted contracts $ (1,292,611 ) $ (400,887 ) | Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at December 31: 2022 2021 2020 Costs incurred on uncompleted contracts $ 13,730,177 $ 4,272,425 $ 4,572,581 Provision for loss on uncompleted contracts — 2,238,578 — Estimated earnings (losses) to date on uncompleted contracts (2,160,085 ) (3,156,377 ) 872,302 Gross contract assets 11,570,092 3,354,626 5,444,883 Less: billings to date (11,970,979 ) (4,750,289 ) (5,916,487 ) Net contract liabilities on uncompleted contracts $ (400,887 ) $ (1,395,663 ) $ (471,604 ) |
Schedule of Consolidated Balance Sheets | The above amounts are included in the accompanying condensed consolidated balance sheets under the following captions at September 30, 2023 and December 31, 2022. 2023 2022 Contract assets $ 18,391 $ 36,384 Contract liabilities (1,311,002 ) (437,271 ) Net contract assets (liabilities) $ (1,292,611 ) $ (400,887 ) | The above amounts are included in the accompanying consolidated balance sheets under the following captions at December 31: 2022 2021 2020 Contract assets $ 36,384 $ 41,916 $ 1,303,136 Contract liabilities (437,271 ) (1,437,579 ) (1,774,740 ) Net contract liabilities $ (400,887 ) $ (1,395,663 ) $ (471,604 ) |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property, Plant and Equipment, Net | Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At September 30, 2023 and December 31, 2022, the Company’s property, plant and equipment, net consisted of the following: 2023 2022 Computer equipment and software $ 99,505 $ 94,530 Furniture and other equipment 271,798 271,798 Leasehold improvements 17,280 17,280 Equipment and machinery 943,464 943,464 Automobiles 4,638 4,638 Building held for leases 196,416 196,416 Laboratory and temporary units 1,364,748 1,364,748 Land 1,190,655 1,190,655 Building 969,113 — Construction in progress 2,840,174 2,244,100 Property, plant and equipment 7,897,791 6,327,629 Less: accumulated depreciation (996,374 ) (718,726 ) Property, plant and equipment, net $ 6,901,417 $ 5,608,903 | At December 31, 2022 and 2021, the Company’s property, plant and equipment, net consisted of the following: 2022 2021 Computer equipment and software $ 94,530 $ 156,701 Furniture and other equipment 271,798 275,606 Leasehold improvements 17,280 15,400 Equipment and machinery 943,464 1,219,056 Automobiles 4,638 4,638 Building held for lease 196,416 196,416 Laboratory and temporary units 1,364,748 1,362,760 Land 1,190,655 3,576,130 Construction in process 2,244,100 442,515 Property, plant and equipment 6,327,629 7,249,222 Less: accumulated depreciation (718,726 ) (409,279 ) Property, plant and equipment, net $ 5,608,903 $ 6,839,943 |
Accounts Payables and Accrued_2
Accounts Payables and Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payables and Accrued Liabilities [Abstract] | |
Schedule of Accounts Payables and Accrued Liabilities | The Company’s accounts payables and accrued liabilities at December 31, 2022 and 2021, consisted of the following: 2022 2021 Accounts payable (1) $ 3,147,014 $ 3,784,662 Accrued public fees (2) 178,491 121,749 Accrued construction cost of goods sold — 367,298 Accrued losses (3) — 2,238,578 Accrued medical cost of goods sold — 208,512 Accrued g&a 254,557 176,432 Accrued project development costs — 77,700 Accrued payroll and benefits (4) 349,777 545,003 Accrued interest 10,923 11,333 Accrued non-income taxes (5) 68,760 37,584 Total Accounts Payable and Accrued Liabilities $ 4,009,522 $ 7,568,851 (1) Payables also includes insurance financing payable and construction retainage payable balances along with the Company’s normal account payable balances. (2) Public fees include accruals for accounting, legal, and SEC compliance expenses. (3) Losses for on-going construction projects related to the Construction segment. (4) Accrued wages, salaries, PTO, benefits, taxes, and other incentive plan expenses. (5) Non-income taxes includes property taxes, franchise taxes and other. |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Schedule of Balance Sheet Information | Supplemental balance sheet information related to leases is as follows: Balance Sheet Location September 30, Operating Leases Right-of-use assets, net $ 628,181 Current liabilities Lease liability, current maturities 227,753 Non-current liabilities Lease liability, net of current maturities 397,067 Total operating lease liabilities $ 624,820 Finance Leases Right-of-use assets $ 1,575,478 Current liabilities Lease liability, current maturities 773,385 Non-current liabilities Lease liability, net of current maturities 336,960 Total finance lease liabilities $ 1,110,345 Weighted Average Remaining Lease Term Operating leases 2.00 years Finance leases 1.26 years Weighted Average Discount Rate Operating leases 3 % Finance leases 3 % | Supplemental balance sheet information related to leases is as follows: Balance Sheet Location December 31, Operating Leases Right-of-use assets, net $ 2,517,559 Current liabilities Lease liability, current maturities (418,619 ) Non-current liabilities Lease liability, net of current maturities (2,118,958 ) Total operating lease liabilities $ (2,537,577 ) Finance Leases Right-of-use assets $ 1,903,443 Current liabilities Lease liability, current maturities (806,775 ) Non-current liabilities Lease liability, net of current maturities (920,878 ) Total finance lease liabilities $ (1,727,653 ) Weighted Average Remaining Lease Term Operating leases 6.93 years Finance leases 2 years Weighted Average Discount Rate Operating leases 3 % Finance leases 3 % |
Schedule of Approximate Minimum Annual Rental Commitments Under Non-Cancellable Leases | Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancellable leases, are as follows: Year Ending December 31: Operating Financing Total 2023 (remaining) $ 81,000 $ 400,934 $ 481,934 2024 324,000 801,869 1,125,869 2025 243,000 133,645 376,645 Total lease payments 648,000 1,336,448 1,984,448 Less: Imputed interest 24,910 34,452 59,362 Present value of lease liabilities $ 623,090 $ 1,301,996 $ 1,925,086 | Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31, Operating Financing Total 2023 $ 525,718 $ 851,792 $ 1,377,510 2024 523,722 801,869 1,325,591 2025 446,349 131,544 577,893 2026 207,379 — 207,379 2027 211,526 — 211,526 Thereafter 908,376 — 908,376 Total lease payments 2,823,070 1,785,205 4,608,275 Less: Imputed interest 285,493 57,552 343,045 Present value of lease liabilities $ 2,537,577 $ 1,727,653 $ 4,265,230 |
Construction Backlog (Tables)
Construction Backlog (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Construction Backlog Abstract | ||
Schedule of Backlog of Signed Construction and Engineering Contract | The following represents the backlog of signed construction and engineering contracts in existence at September 30, 2023 and December 31, 2022, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at September 30, 2023 and December 31, 2022, respectively, on which work has not yet begun: 2023 2022 Balance - beginning of period $ 6,810,762 $ 3,217,909 New contracts and change orders during the period 11,756,360 13,803,733 Adjustments and cancellations, net — 1,086,301 Subtotal 18,567,122 18,107,943 Less: contract revenue earned during the period (14,566,351 ) (11,297,181 ) Balance - end of period $ 4,000,771 $ 6,810,762 | The following represents the backlog of signed construction and engineering contracts in existence at December 31, 2022 and 2021, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at December 31, 2022 and December 31, 2021, respectively, on which work has not yet begun: 2022 2021 Balance - beginning of period $ 3,217,909 $ 25,117,461 New contracts and change orders during the period 13,803,733 3,191,335 Adjustments and cancellations, net 1,086,301 (18,297,197 ) Subtotal 18,107,943 10,011,599 Less: contract revenue earned during the period (11,297,181 ) (6,793,690 ) Balance - end of period $ 6,810,762 $ 3,217,909 |
Schedule of Remaining Unsatisfied Performance Obligation on Contracts | The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of September 30, 2023 over the following period: 2023 Within 1 year $ 4,000,771 1 to 2 years — Total Backlog $ 4,000,771 | The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of December 31, 2022 over the following period: 2022 Within 1 year $ 6,810,762 Total Backlog $ 6,810,762 |
Segments and Disaggregated Re_2
Segments and Disaggregated Revenue (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Segments and Disaggregated Revenue [Abstract] | ||
Schedule of Segment Reporting | Segments and Disaggregated Revenue Construction Medical Development Corporate Consolidated Nine Months Ended September 30, 2023 Revenue $ 14,566,351 $ — $ — $ — $ 14,566,351 Cost of revenue 15,138,225 — — — 15,138,225 Operating expenses 68,384 139,135 1,801,364 9,265,290 11,274,173 Operating loss (640,258 ) (139,135 ) (1,801,364 ) (9,265,290 ) (11,846,047 ) Other income (expense) (56,796 ) — (814,601 ) 34,346 (837,051 ) Income (loss) before income taxes (697,054 ) (139,135 ) (2,615,965 ) (9,230,944 ) (12,683,098 ) Net income attributable to non-controlling interest — — — — — Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (697,054 ) $ (139,135 ) $ (2,615,965 ) $ (9,230,944 ) $ (12,683,098 ) Total assets $ 7,111,643 $ 4,581 $ 11,652,465 $ 6,565,385 $ 25,334,074 Depreciation and amortization $ 146,917 $ — $ 208,412 $ 1,391,743 $ 1,747,072 Capital expenditures $ — $ — $ — $ 530,055 $ 530,055 Construction Medical Development Corporate Consolidated Nine Months Ended September 30, 2022 Revenue $ 8,648,873 $ 11,640,953 $ — $ — $ 20,289,826 Cost of revenue 8,689,924 8,506,681 — — 17,196,605 Operating expenses 399,911 52,336 1,313,196 4,738,928 6,504,371 Operating income (loss) (440,962 ) 3,081,936 (1,313,196 ) (4,738,928 ) (3,411,150 ) Other income (expense) 487,339 — (173,726 ) 33,518 347,131 Income (loss) before income taxes 46,377 3,081,936 (1,486,922 ) (4,705,410 ) (3,064,019 ) Net income attributable to non-controlling interest — 1,522,101 — — 1,522,101 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ 46,377 $ 1,559,835 $ (1,486,922 ) $ (4,705,410 ) $ (4,586,120 ) Total assets $ 11,442,445 $ 2,191,019 $ 8,947,444 $ 6,376,008 $ 28,956,916 Depreciation and amortization $ 429,056 $ 40,230 $ — $ — $ 469,286 Capital expenditures $ 1,094,222 $ — $ 893,785 $ 8,193 $ 1,996,200 Inter-segment revenue elimination $ — $ — $ — $ — $ — Construction Medical Development Corporate Consolidated Three Months Ended September 30, 2023 Revenue $ 3,965,361 $ — $ — $ — $ 3,965,361 Cost of revenue 4,501,393 — — — 4,501,393 Operating expenses (108,603 ) 138,240 583,987 1,825,464 2,439,088 Operating loss (427,429 ) (138,240 ) (583,987 ) (1,825,464 ) (2,975,120 ) Other income (expense) (308,988 ) — (339,556 ) 15,530 (633,014 ) Income (loss) before income taxes (736,417 ) (138,240 ) (923,543 ) (1,809,934 ) (3,608,134 ) Net income attributable to non-controlling interest — — — — — Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (736,417 ) $ (138,240 ) $ (923,543 ) $ (1,809,934 ) $ (3,608,134 ) Total assets 7,111,643 4,581 11,652,465 6,565,385 25,334,074 Depreciation and amortization $ 53,147 $ — $ 121,706 $ 432,707 $ 607,560 Capital expenditures $ — $ — $ 3,805 $ 526,252 $ 530,057 Construction Medical Development Corporate Consolidated Three Months Ended September 30, 2022 Revenue $ 2,692,519 $ 1,437,738 $ — $ — $ 4,130,257 Cost of revenue 2,693,451 1,601,980 — — 4,295,431 Operating expenses 192,266 25,271 436,798 1,582,677 2,237,012 Operating income (loss) (193,198 ) (189,513 ) (436,798 ) (1,582,677 ) (2,402,186 ) Other income (expense) (3,563 ) — (52,157 ) 9,755 (45,965 ) Income (loss) before income taxes (196,761 ) (189,513 ) (488,955 ) (1,572,922 ) (2,448,151 ) Net income attributable to non-controlling interest — (94,568 ) — — (94,568 ) Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (196,761 ) $ (94,945 ) $ (488,955 ) $ (1,572,922 ) $ (2,353,583 ) Total assets 11,442,445 2,191,019 8,947,444 6,376,008 28,956,916 Depreciation and amortization $ 142,301 $ 13,410 $ 2,157 $ — $ 157,868 Capital expenditures $ 244,201 $ — $ — $ — $ 244,201 | From time to time, the Company revises the measurement of each segment’s cost of revenue and operating expenses, including any corporate overhead allocations, as determined by the information regularly reviewed by its executive team. Information for the Company’s segments, as well as for Corporate and support, is provided in the following table: Construction Medical Development Corporate/ Consolidated Fiscal Year Ended December 31, 2022 Revenue $ 12,752,219 $ 11,641,727 $ — $ — $ 24,393,946 Operating income (loss) (472,039 ) 2,588,830 (2,137,866 ) (7,208,895 ) (7,229,970 ) Other income (expense) 373,300 — (306,393 ) 73,821 140,728 Income (loss) before income taxes (98,739 ) 2,588,830 (2,444,259 ) (7,135,074 ) (7,089,242 ) Less: Net income (loss) attributable to non-controlling interest — 1,229,806 — — 1,229,806 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (98,739 ) $ 1,359,024 $ (2,444,259 ) $ (7,135,074 ) $ (8,319,048 ) Total assets $ 11,287,672 $ 291,542 $ 9,268,918 $ 5,707,548 $ 26,555,680 Depreciation and amortization $ 574,961 $ 40,230 $ — $ — $ 615,191 Capital expenditures $ 1,858,054 $ — $ 893,785 $ 8,193 $ 2,760,032 Fiscal Year Ended December 31, 2021 Revenue $ 6,793,690 $ 31,548,012 $ — $ — $ 38,341,702 Operating income (loss) (7,041,313 ) 8,405,332 (203,078 ) (7,143,792 ) (5,982,851 ) Other income (expense) 5,163 (9,878 ) (55 ) 79,248 74,478 Income (loss) before income taxes (7,036,150 ) 8,395,454 (203,133 ) (7,064,544 ) (5,908,373 ) Net income (loss) attributable to non-controlling interest — 4,924,303 — — 4,924,303 Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. $ (7,036,150 ) $ 3,471,151 $ (203,133 ) $ (7,064,544 ) $ (10,832,676 ) Total assets $ 12,274,536 $ 5,884,098 $ 8,053,885 $ 8,711,499 $ 34,924,018 Depreciation and amortization $ 351,795 $ 240,266 $ — $ 13,345 $ 605,406 Capital expenditure $ 886,504 $ 362,122 $ 3,576,130 $ — $ 4,824,756 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Company's Benefit for Income Taxes | The Company’s provision (benefit) for income taxes consists of the following for the year ended December 31, 2022 and 2021: 2022 2021 Deferred: Federal $ (1,600,538 ) $ (2,302,762 ) State and local (688,620 ) (477,375 ) Total deferred (2,289,158 ) (2,780,137 ) Total provision (benefit) for income taxes (2,289,158 ) (2,780,137 ) Less: valuation allowance 2,289,158 2,780,137 Income tax provision $ — $ — |
Schedule of Reconciliation of the Federal Statutory Rate | A reconciliation of the federal statutory rate to 0.0% for the year ended December 31, 2022 and 2021 to the effective rate for income from operations before income taxes is as follows: 2022 2021 Benefit for income taxes at federal statutory rate 21.0 % 21.0 % State and local income taxes, net of federal benefit 3.9 3.9 Goodwill impairment — — Change in state rate — — Less valuation allowance (24.9 ) (24.9 ) Effective income tax rate 0.0 % 0.0 % |
Schedule of Deferred Tax Assets (Liabilities) | The tax effects of these temporary differences along with the net operating losses, net of an allowance for credits, have been recognized as deferred tax assets (liabilities) at December 31, 2022 and 2021 as follows: 2022 2021 Net operating loss carryforward $ 8,155,944 $ 6,480,539 Bad debt reserve 37,734 239,334 Employee stock compensation 2,031,628 1,231,564 Intangible assets (467,395 ) (488,958 ) Depreciation (165,336 ) (131,437 ) Accrued expenses 74,801 47,184 Charity 213 205 Net deferred tax asset 9,667,589 7,378,431 Valuation allowance (9,667,589 ) (7,378,431 ) Net deferred tax asset $ — $ — |
Share-based Compensation (Table
Share-based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | ||
Schedule of Share-based Compensation Expense | Stock-based compensation expense is included in the condensed consolidated statements of operations as follows: Nine Months Ended 2023 2022 Payroll and related expenses $ 3,210,631 $ 1,874,857 Total $ 3,210,631 $ 1,874,857 Three Months Ended September 30, 2023 2022 Payroll and related expenses $ — $ 594,694 Total $ — $ 594,694 | Stock-based compensation expense is included in the consolidated statements of operations as follows: Year Ended December 31, 2022 2021 Payroll and related expenses $ 2,798,844 $ 1,647,391 General and administrative expenses — — Total $ 2,798,844 $ 1,647,391 Year Ended December 31, 2022 2021 Stock options $ — $ 2,666 RSUs 2,798,844 1,644,725 Total $ 2,798,844 $ 1,647,391 |
Schedule of Stock-Based Option Activity | The following table summarizes stock-based option activities and changes during the nine months ended September 30, 2023 as described below: Shares Weighted Average Fair Value Per Share Weighted Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2022 36,436 24.80 78.71 4.34 — Granted — — — — — Exercised — — — — — Cancelled — — — — — Outstanding – September 30, 2023 36,436 24.80 78.71 3.84 — Exercisable – December 31, 2022 36,436 24.80 78.71 4.34 — Exercisable – September 30, 2023 36,436 24.80 78.71 3.84 — | The following table summarizes stock-based option activities and changes during the years ended December 31, 2022 and 2021, as described below: Shares Weighted Average Fair Value Per Share Weighted Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2020 36,436 $ 35.54 $ 78.71 6.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2021 36,436 $ 24.80 $ 78.71 5.34 $ — Granted — — — Exercised — — — Cancelled — — — Outstanding – December 31, 2022 36,436 24.80 78.71 4.34 $ — Exercisable – December 31, 2021 36,436 24.80 78.71 5.34 — Exercisable – December 31, 2022 36,436 $ 24.80 $ 78.71 4.34 $ — |
Schedule of Restricted Stock Unit | The following table summarized restricted stock unit activities during the nine months ended September 30, 2023: Number Non-vested balance at January 1, 2023 1,190,935 Granted 585,000 Vested (1,775,935 ) Forfeited/Expired — Non-vested balance at September 30, 2023 — | The following table summarized restricted stock unit activities during the year ended December 31, 2022: Number of Shares Non-vested balance at January 1, 2022 1,274,137 Granted 1,125,000 Vested (890,122 ) Forfeited/Expired (125,118 ) Non-vested balance at December 31, 2022 1,383,897 |
Schedule of Stock-Based Compensation Expense by Security Type Included in the Condensed Consolidated Statements | The following table presents total stock-based compensation expense by security type included in the condensed consolidated statements of operations: Nine Months Ended 2023 2022 Stock options $ — $ — Restricted Stock Units $ 3,210,631 $ 1,874,857 Total $ 3,210,631 $ 1,874,857 Three Months Ended 2023 2022 Stock options $ — $ — Restricted Stock Units $ — $ 594,694 Total $ — $ 594,694 |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 shares | |
Description of Business (Details) [Line Items] | ||
Number of segments | 4 | 2 |
Product offerings | 3 | |
SGB Development Corp. [Member] | IPO [Member] | ||
Description of Business (Details) [Line Items] | ||
Ownership percentage | 100% | |
Separate publicly | 2 | |
Distribution date | Sep. 27, 2023 | |
Pro rata distribution rate | 30% | |
Number of shares to be distributed to each stockholder of the parent | 0.930886 | |
Basic number of shares held by each stockholder of the parent was calculated for distribution (in Shares) | 5 | |
Sale of stock, Record date for the distribution | Sep. 08, 2023 | |
Percentage of ownership after separation | 70% | |
Sale of stock, listing date | Sep. 28, 2023 | |
Sale of stock, Trading symbol of subsidiary | SGD |
Liquidity (Details)
Liquidity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Liquidity [Abstract] | |||
Cash and cash equivalents | $ 712,906 | $ 582,776 | $ 13,024,381 |
Liquidity backlog | 4,000,771 | 6,810,672 | |
Working capital | $ (8,580,961) | $ 820,000 |
Liquidity (Details) - Schedule
Liquidity (Details) - Schedule of Backlog to Convert to Revenue - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Backlog to Convert to Revenue [Abstract] | ||
Total Backlog | $ 4,000,771 | $ 6,810,762 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||
Oct. 01, 2021 shares | Oct. 01, 2021 shares | May 31, 2021 USD ($) | Sep. 23, 2020 shares | Oct. 09, 2019 shares | Jun. 05, 2019 shares | Oct. 26, 2016 shares | Dec. 31, 2021 USD ($) | Sep. 30, 2021 shares | Jun. 24, 2021 USD ($) | May 31, 2021 USD ($) | Aug. 27, 2020 shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 shares | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 10, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Contract complete period | 1 year | |||||||||||||||||||||||
Company recognized amount | $ 600,000 | $ 600,000 | $ 0 | $ 10,200,000 | $ 11,600,000 | $ 31,400,000 | ||||||||||||||||||
Term of agreement | 2 years | |||||||||||||||||||||||
Percentage of owner or developer entity | 50% | |||||||||||||||||||||||
Restricted shares issued (in Shares) | shares | 1,214,500 | 475,000 | 425,000 | 2,500 | 9,189 | 25,000 | 200,000 | |||||||||||||||||
Shares vested (in Shares) | shares | 1,250 | |||||||||||||||||||||||
Common stock vest and be issued shares (in Shares) | shares | 1,250 | |||||||||||||||||||||||
Description of restricted shares refusal agreement | the event that the Agreement was earlier terminated, CMC was entitled to receive the entire amount of such restricted stock that had vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provided for customary indemnification and confidentiality obligations between the parties. The 2,500 shares of restricted stock of the Company’s common stock has yet to be issued to CMC. | |||||||||||||||||||||||
Gross revenue expected | $ 0 | |||||||||||||||||||||||
Number of segments | 4 | 2 | ||||||||||||||||||||||
Revenue recognized point in time | $ 11,641,727 | 31,548,012 | ||||||||||||||||||||||
Revenue recognized over time | $ 3,965,361 | $ 2,692,519 | $ 14,566,351 | 8,648,873 | 12,752,219 | 6,793,690 | ||||||||||||||||||
Accounts receivable balance | $ 2,917,646 | 741,299 | $ 2,917,646 | 741,299 | 1,280,456 | 2,917,646 | $ 2,635,608 | |||||||||||||||||
Offset amount | 102,217 | 102,217 | 102,217 | |||||||||||||||||||||
Deferred contract costs | 203,926 | 203,926 | 203,926 | |||||||||||||||||||||
Accumulated amortization related to deferred costs | 132,552 | |||||||||||||||||||||||
Amortization expense | 30,589 | 30,589 | $ 40,785 | 40,785 | ||||||||||||||||||||
License consideration, description | In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent (5%) on the first $20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one-half percent (4.5%) on the next $30,000,000 of Gross Revenues, and (z) five percent (5%) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $500,000 in year 1, $750,000 in year 2, $1,500,000 in year 3, $2,000,000 in year 4, and $2,500,000 in year 5. | |||||||||||||||||||||||
Redemption distributions | $ 1,250,000 | |||||||||||||||||||||||
Repayments of debt | 502,958 | |||||||||||||||||||||||
Other income | 60,000 | |||||||||||||||||||||||
Cash and cash equivalents total | 13,024,381 | 712,906 | 13,024,381 | 712,906 | 582,776 | 13,024,381 | ||||||||||||||||||
Short-term investment | 0 | 0 | 0 | |||||||||||||||||||||
Inventory | 1,273,825 | 402,186 | 1,273,825 | 402,186 | $ 465,560 | 1,273,825 | ||||||||||||||||||
Intangible assets identified bankruptcy proceedings, description | Intangible assets consist of $2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $97,164 of trademarks, and $115,632 of website costs that are being amortized over 5 years. | |||||||||||||||||||||||
Accumulated amortization for intangible assets | 815,732 | 1,121,399 | 938,319 | 815,732 | 1,121,399 | 938,319 | $ 980,963 | 815,732 | ||||||||||||||||
Amortization expense | $ 47,027 | 39,243 | $ 140,437 | 122,587 | 164,092 | 165,877 | ||||||||||||||||||
Estimated useful lives period | 5 years | 5 years | ||||||||||||||||||||||
Texas property | $ 4,400,361 | $ 4,400,361 | 4,396,826 | |||||||||||||||||||||
Project development costs | $ 820,696 | |||||||||||||||||||||||
Book value | 4,396,826 | |||||||||||||||||||||||
Legal settlement income included in other income | 150,000 | |||||||||||||||||||||||
Accounts receivable from lawsuit settlement written off | 100,000 | |||||||||||||||||||||||
Accounts payable, write off | 178,000 | |||||||||||||||||||||||
Accounts payable balance settlement | $ 390,000 | |||||||||||||||||||||||
Contract completion period | one year | |||||||||||||||||||||||
Revenue recognized at a point | 0 | $ 1,437,738 | $ 0 | 11,640,953 | ||||||||||||||||||||
Accumulated amortization | 163,140 | 163,140 | ||||||||||||||||||||||
Impairment addition | 0 | |||||||||||||||||||||||
Impairments | 0 | 0 | ||||||||||||||||||||||
Trademarks | $ 68,344 | 68,344 | ||||||||||||||||||||||
Intangible assets impairment | $ 0 | $ 0 | ||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Number of operating cycle | 6 months | 6 months | 6 months | |||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Number of operating cycle | 12 months | 12 months | 12 months | |||||||||||||||||||||
Revenue Benchmark [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Company recognized amount | 60,110 | |||||||||||||||||||||||
Accounts Receivable [Member] | Customer four [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Number of customers | 3 | |||||||||||||||||||||||
Credit risk rate | 87% | |||||||||||||||||||||||
Accounts Receivable [Member] | Customer Three [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Number of customers | 3 | |||||||||||||||||||||||
Credit risk rate | 80% | |||||||||||||||||||||||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Credit risk rate | 10% | 10% | 10% | 10% | ||||||||||||||||||||
Number of vendors | 0 | 0 | 0 | 0 | ||||||||||||||||||||
Revenue [Member] | Customer One [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Number of customers | 1 | 1 | 1 | |||||||||||||||||||||
Credit risk rate | 100% | 97% | 88% | |||||||||||||||||||||
Revenue [Member] | Customer Two [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Number of customers | 2 | |||||||||||||||||||||||
Credit risk rate | 93% | |||||||||||||||||||||||
Exclusive License Agreement Member | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Company recognized amount | $ 0 | |||||||||||||||||||||||
Term of agreement | 5 years | |||||||||||||||||||||||
Revenue recognition | 5 years | |||||||||||||||||||||||
Exclusive License Agreement Member | Revenue Benchmark [Member] | Concentration Risk License [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Concentration risk percentage | 50% | |||||||||||||||||||||||
Intellectual Property [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Intangible assets value | $ 2,766,000 | $ 2,766,000 | ||||||||||||||||||||||
Amortized period | 20 years | 20 years | ||||||||||||||||||||||
Internet Domain Names [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Intangible assets value | $ 238,422 | $ 238,422 | ||||||||||||||||||||||
Amortized period | 5 years | 5 years | ||||||||||||||||||||||
Customer Three [Member] | Revenue Benchmark [Member] | Credit Concentration Risk [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Number of customers | 3 | |||||||||||||||||||||||
Customer Three [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Concentration risk percentage | 80% | |||||||||||||||||||||||
Number of customers | 3 | |||||||||||||||||||||||
Customer four [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Concentration risk percentage | 78% | |||||||||||||||||||||||
Number of customers | 4 | |||||||||||||||||||||||
Vendors [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Concentration risk percentage | 10% | |||||||||||||||||||||||
Vendors [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Concentration risk percentage | 10% | 10% | ||||||||||||||||||||||
Customer One [Member] | Revenue Benchmark [Member] | Credit Concentration Risk [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Number of customers | 1 | |||||||||||||||||||||||
Norman Berry II Owner LLC [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Company recognized amount | 135,238 | $ 600,000 | 135,238 | $ 600,000 | $ 114,433 | |||||||||||||||||||
Membership interest | 50% | 50% | ||||||||||||||||||||||
JDI-Cumberland Inlet, LLC [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Company recognized amount | $ 3,000,000 | |||||||||||||||||||||||
Membership interest | 10% | |||||||||||||||||||||||
Company contibutes amount | $ 3,000,000 | |||||||||||||||||||||||
Additional amount | $ 25,000 | |||||||||||||||||||||||
JDI-Cumberland Inlet, LLC [Member] | Partnership Interest [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Membership interest | 10% | |||||||||||||||||||||||
SG Echo, LLC [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Escrow account remitted to other income | $ 406,438 | |||||||||||||||||||||||
Lago Vista [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Project development costs | 824,231 | |||||||||||||||||||||||
Book value | 4,400,361 | |||||||||||||||||||||||
Construction Materials [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Inventory | 516,731 | $ 402,186 | 516,731 | $ 402,186 | $ 465,560 | $ 516,731 | ||||||||||||||||||
Medical Equipment [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Inventory | $ 757,094 | $ 757,094 | $ 757,094 | |||||||||||||||||||||
Computer Equipment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 3 years | 3 years | 3 years | |||||||||||||||||||||
Computer Equipment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 5 years | 5 years | 5 years | |||||||||||||||||||||
Other Machinery and Equipment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 5 years | |||||||||||||||||||||||
Other Machinery and Equipment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 7 years | |||||||||||||||||||||||
Automobiles [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 2 years | |||||||||||||||||||||||
Automobiles [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 5 years | |||||||||||||||||||||||
Building [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 5 years | 5 years | 5 years | |||||||||||||||||||||
Building [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 7 years | 7 years | 7 years | |||||||||||||||||||||
Equipment [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 5 years | 5 years | 5 years | |||||||||||||||||||||
Equipment [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 29 years | 29 years | 29 years | |||||||||||||||||||||
Customer Two [Member] | Accounts Receivable [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Texas property | $ 3,576,130 | |||||||||||||||||||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 5 years | 5 years | ||||||||||||||||||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 7 years | 7 years | ||||||||||||||||||||||
Vehicles [Member] | Minimum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 2 years | 2 years | ||||||||||||||||||||||
Vehicles [Member] | Maximum [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Estimated useful lives period | 5 years | 5 years | ||||||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Company recognized amount | $ 350,329 | |||||||||||||||||||||||
Accounts receivable balance | $ 306,143 | $ 306,143 | 306,143 | |||||||||||||||||||||
Revenue related to other activities | $ 350,329 | |||||||||||||||||||||||
SGB Development Corp. [Member] | Norman Berry II Owner LLC [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Company recognized amount | $ 114,433 | |||||||||||||||||||||||
SGB Development Corp. [Member] | Lago Vista [Member] | ||||||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||||||
Texas property | $ 3,576,130 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Construction Segment: | ||
Total Construction Revenue Segment (includes engineering service revenue) | $ 12,752,219 | $ 6,793,690 |
Total Construction Revenue Segment (includes engineering service revenue) | 52% | 18% |
Medical Revenue Segment (includes lab testing, kit sales and equipment) | $ 11,641,727 | $ 31,548,012 |
Medical Revenue Segment (includes lab testing, kit sales and equipment) | 48% | 82% |
Total Revenue by Segments and Customer Type | $ 24,393,946 | $ 38,341,702 |
Total Revenue by Segments and Customer Type | 100% | 100% |
Government Contract [Member] | ||
Construction Segment: | ||
Total Construction Revenue Segment (includes engineering service revenue) | $ 905,554 | $ 2,335,031 |
Total Construction Revenue Segment (includes engineering service revenue) | 4% | 6% |
Hospitality [Member] | ||
Construction Segment: | ||
Total Construction Revenue Segment (includes engineering service revenue) | $ 2,731,439 | $ 1,110,303 |
Total Construction Revenue Segment (includes engineering service revenue) | 11% | 3% |
Multi Families [Member] | ||
Construction Segment: | ||
Total Construction Revenue Segment (includes engineering service revenue) | $ 86,033 | $ 103,672 |
Total Construction Revenue Segment (includes engineering service revenue) | ||
Medical Construction Services [Member] | ||
Construction Segment: | ||
Total Construction Revenue Segment (includes engineering service revenue) | $ 495,122 | |
Total Construction Revenue Segment (includes engineering service revenue) | 1% | |
Office [Member] | ||
Construction Segment: | ||
Total Construction Revenue Segment (includes engineering service revenue) | $ 9,009,209 | $ 534,001 |
Total Construction Revenue Segment (includes engineering service revenue) | 37% | 2% |
Retail [Member] | ||
Construction Segment: | ||
Total Construction Revenue Segment (includes engineering service revenue) | $ 5,344 | $ 285,177 |
Total Construction Revenue Segment (includes engineering service revenue) | 1% | |
Special Use [Member] | ||
Construction Segment: | ||
Total Construction Revenue Segment (includes engineering service revenue) | $ 14,640 | $ 1,930,384 |
Total Construction Revenue Segment (includes engineering service revenue) | 5% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Equity Affiliates - Affiliated Entity [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | |||
Total assets | $ 37,500,000 | $ 37,500,000 | $ 37,700,000 |
Total liabilities | 7,100,000 | 7,100,000 | 7,020,000 |
Members’ equity | $ 30,400,000 | $ 30,400,000 | $ 30,680,000 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Accumulated Amortization and Amortization Expense - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Accumulated Amortization And Amortization Expense Abstract | ||
2023 | $ 192,436 | $ 174,741 |
2024 | 189,019 | 174,035 |
2025 | 171,684 | 170,618 |
2026 | 168,006 | 153,283 |
2027 | 149,605 | |
Thereafter | 1,180,852 | 1,175,551 |
Total | $ 1,951,367 | $ 1,997,833 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable [Abstract] | ||
Accounts receivable write offs | $ 40,580 | |
Provision for doubtful accounts | $ 0 | $ 167,202 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Billed: | ||||
Total gross receivables | $ 887,045 | $ 1,426,202 | $ 3,880,762 | $ 3,431,522 |
Less: allowance for credit losses | (145,746) | (145,746) | (963,116) | (795,914) |
Total net receivables | 741,299 | 1,280,456 | 2,917,646 | 2,635,608 |
Construction Revenue [Member] | ||||
Billed: | ||||
Total gross receivables | 887,045 | 1,310,456 | 2,293,187 | 1,391,555 |
Billed Engineering Services [Member] | ||||
Billed: | ||||
Total gross receivables | 86,388 | 86,264 | ||
Medical [Member] | ||||
Billed: | ||||
Total gross receivables | 679,446 | 1,157,819 | ||
Retainage Receivable [Member] | ||||
Billed: | ||||
Total gross receivables | 635,049 | 615,136 | ||
Other Receivable [Member] | ||||
Billed: | ||||
Total gross receivables | $ 115,746 | $ 186,692 | $ 180,748 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) - Schedule of Contract Assets and Contract Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Contract Assets and Contract Liabilities [Abstract] | ||||
Costs incurred on uncompleted contracts | $ 17,242,167 | $ 13,730,177 | $ 4,272,425 | $ 4,572,581 |
Provision for loss on uncompleted contracts | 2,238,578 | |||
Estimated earnings (losses) to date on uncompleted contracts | 103,251 | (2,160,085) | (3,156,377) | 872,302 |
Gross contract assets | 11,570,092 | 3,354,626 | 5,444,883 | |
Less: billings to date | $ (18,638,029) | (11,970,979) | (4,750,289) | (5,916,487) |
Net contract liabilities on uncompleted contracts | $ (400,887) | $ (1,395,663) | $ (471,604) |
Contract Assets and Contract _4
Contract Assets and Contract Liabilities (Details) - Schedule of Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Costs Included in Condensed Consolidated Balance Sheets [Abstract] | ||||
Contract assets | $ 18,391 | $ 36,384 | $ 41,916 | $ 1,303,136 |
Contract liabilities | $ (1,311,002) | (437,271) | (1,437,579) | (1,774,740) |
Net contract liabilities | $ (400,887) | $ (1,395,663) | $ (471,604) |
Project Development Costs and_2
Project Development Costs and Other Non-Current Assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Project Development Costs and Other Non-Current Assets [Abstract] | ||
Project development costs | $ 289,984 | $ 719,610 |
Non-current security deposits | $ 193,562 | $ 203,562 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expenses | $ 92,984 | $ 106,271 | $ 277,648 | $ 317,249 | $ 410,314 | $ 398,744 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment, Net - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 7,897,791 | $ 6,327,629 | $ 7,249,222 |
Less: accumulated depreciation | (996,374) | (718,726) | (409,279) |
Property, plant and equipment, net | 6,901,417 | 5,608,903 | 6,839,943 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 99,505 | 94,530 | 156,701 |
Furniture And Other Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 271,798 | 271,798 | 275,606 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 17,280 | 17,280 | 15,400 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 943,464 | 943,464 | 1,219,056 |
Automobiles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,638 | 4,638 | |
Building Held For Lease [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 196,416 | 196,416 | |
Laboratory And Temporary Units [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,364,748 | 1,364,748 | 1,362,760 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 1,190,655 | 1,190,655 | 3,576,130 |
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2,840,174 | $ 2,244,100 | $ 442,515 |
Notes Receivable (Details)
Notes Receivable (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2020 | Jan. 22, 2020 | Jan. 21, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Notes Receivable (Details) [Line Items] | |||||
Interest income recognized | $ 37,397 | $ 37,500 | |||
Notes Receivable [Member] | |||||
Notes Receivable (Details) [Line Items] | |||||
Interest rate | 5% | 5% | |||
Maturity date | Jul. 31, 2023 | Jul. 31, 2023 | Jul. 31, 2023 | ||
Company Note [Member] | |||||
Notes Receivable (Details) [Line Items] | |||||
Advances in note receivable | $ 250,000 | ||||
Loaned amount | $ 250,000 | ||||
Interest rate | 5% | ||||
Principal amount | 100,000 | ||||
Company Note [Member] | Notes Receivable [Member] | |||||
Notes Receivable (Details) [Line Items] | |||||
Advances in note receivable | $ 400,000 | ||||
Loaned amount | $ 400,000 | 400,000 | |||
Galvin Note [Member] | |||||
Notes Receivable (Details) [Line Items] | |||||
Principal amount | 100,000 | ||||
Galvin Note [Member] | Notes Receivable [Member] | |||||
Notes Receivable (Details) [Line Items] | |||||
Advances in note receivable | 100,000 | ||||
Loaned amount | $ 100,000 | $ 100,000 | |||
Galvin Note [Member] | Chief Executive Officer [Member] | |||||
Notes Receivable (Details) [Line Items] | |||||
Principal amount | $ 100,000 |
Accounts Payables and Accrued_3
Accounts Payables and Accrued Liabilities (Details) - Schedule of Accounts Payables and Accrued Liabilities - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Accounts Payables And Accrued Liabilities Abstract | |||
Accounts payable | [1] | $ 3,147,014 | $ 3,784,662 |
Accrued public fees | [2] | 178,491 | 121,749 |
Accrued construction cost of goods sold | 367,298 | ||
Accrued losses | [3] | 2,238,578 | |
Accrued medical cost of goods sold | 208,512 | ||
Accrued g&a | 254,557 | 176,432 | |
Accrued project development costs | 77,700 | ||
Accrued payroll and benefits | [4] | 349,777 | 545,003 |
Accrued interest | 10,923 | 11,333 | |
Accrued non-income taxes | [5] | 68,760 | 37,584 |
Total Accounts Payable and Accrued Liabilities | $ 4,009,522 | $ 7,568,851 | |
[1]Payables also includes insurance financing payable and construction retainage payable balances along with the Company’s normal account payable balances.[2]Public fees include accruals for accounting, legal, and SEC compliance expenses.[3]Losses for on-going construction projects related to the Construction segment.[4]Accrued wages, salaries, PTO, benefits, taxes, and other incentive plan expenses.[5]Non-income taxes includes property taxes, franchise taxes and other. |
Notes Payable (Details)
Notes Payable (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Sep. 26, 2023 USD ($) | Jun. 23, 2023 USD ($) a shares | Jun. 08, 2023 USD ($) a ft² | May 16, 2023 USD ($) | Feb. 07, 2023 USD ($) $ / shares shares | Sep. 08, 2022 USD ($) | Aug. 31, 2022 USD ($) | Jul. 14, 2021 USD ($) | Jul. 14, 2021 USD ($) | Jul. 14, 2021 USD ($) | May 15, 2020 USD ($) shares | Apr. 19, 2019 shares | Oct. 26, 2016 shares | Oct. 29, 2021 USD ($) | Oct. 29, 2021 USD ($) | May 31, 2020 shares | Apr. 30, 2020 USD ($) shares | Aug. 31, 2019 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) shares | Aug. 16, 2023 USD ($) | Oct. 31, 2021 | Oct. 09, 2019 | |
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 2,000,000 | $ 7,609,514 | $ 500,000 | |||||||||||||||||||||||
Net loan proceeds | $ 1,948,234 | |||||||||||||||||||||||||
Short term note | The Short-Term Note has a term of one (1) year, provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine (9) months after its issuance date. | |||||||||||||||||||||||||
Interest rate | 50% | |||||||||||||||||||||||||
Capitalized amount | $ 20,000 | |||||||||||||||||||||||||
Interest charges | $ 1,653,859 | $ 347,661 | 4,134 | $ 23,727 | ||||||||||||||||||||||
Interest charges | 112,348 | |||||||||||||||||||||||||
Proceeds from Subordinated Short-term Debt | $ 500,000 | |||||||||||||||||||||||||
Renovation improvements cost | $ 750,000 | $ 750,000 | ||||||||||||||||||||||||
Principal Amount Of Promissory Note | $ 750,000 | $ 750,000 | ||||||||||||||||||||||||
Net loan proceeds | $ 1,948,234 | |||||||||||||||||||||||||
Short-term note term | 1 year | |||||||||||||||||||||||||
Common stock (in Shares) | shares | 900,000 | |||||||||||||||||||||||||
Principal balance | 700,000 | |||||||||||||||||||||||||
Shares of its restricted common stock (in Shares) | shares | 6,900,000 | 42,388 | 3,625,000 | 6,000,000 | 440,000 | 45,000 | ||||||||||||||||||||
Cash proceeds received | 706,359 | 750,000 | ||||||||||||||||||||||||
Duration of warrant expires | 5 years | |||||||||||||||||||||||||
Debt issuance costs | 685,308 | $ 23,726 | $ 23,726 | |||||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock (in Shares) | shares | 226,300 | |||||||||||||||||||||||||
Short-Term Debt [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Prepayment penalty due, percentage | 0.50% | |||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Prepayment penalty due, percentage | 0.50% | |||||||||||||||||||||||||
Principal Amount Of Promissory Note | $ 5,000,000 | |||||||||||||||||||||||||
Bear interest rate | 8% | 8% | ||||||||||||||||||||||||
Interest rate, Description | five and 50/100 percent (5.50%), currently equaling 13.5%; provided that in no event will the interest rate be less than a floor rate of 13.5%. | |||||||||||||||||||||||||
Debt issuance costs | $ 406,825 | $ 406,825 | ||||||||||||||||||||||||
Prepaid interest | $ 675,000 | 675,000 | ||||||||||||||||||||||||
SG DevCorp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 12% | 12% | 12% | |||||||||||||||||||||||
Principal amount | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||
Convertible Debt [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Principal balance | $ 700,000 | |||||||||||||||||||||||||
Shares of common stock (in Shares) | shares | 466,664 | |||||||||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 18% | |||||||||||||||||||||||||
Floor price per share (in Dollars per share) | $ / shares | $ 0.4 | |||||||||||||||||||||||||
Percentage of Redemption price | 110% | |||||||||||||||||||||||||
Outstanding shares of common stock | 4.99% | |||||||||||||||||||||||||
Period for written notice | 61 days | |||||||||||||||||||||||||
Adjusted maximum ownership interest | 9.99% | |||||||||||||||||||||||||
Cash proceeds received | $ 1,000,000 | |||||||||||||||||||||||||
Business days | 2 days | |||||||||||||||||||||||||
Percentage of proceeds received | 50% | |||||||||||||||||||||||||
Maximum number of days to obtain shareholder approval | 60 days | |||||||||||||||||||||||||
Percentage of common stock | 19.99% | |||||||||||||||||||||||||
Common stock outstanding (in Shares) | shares | 2,760,675 | |||||||||||||||||||||||||
Private Placement [Member] | Warrant [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Common stock (in Shares) | shares | 500,000 | 500,000 | 500,000 | |||||||||||||||||||||||
Private Placement [Member] | Warrant Four [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 2.25 | $ 2.25 | ||||||||||||||||||||||||
Duration of warrant expires | 5 years | 5 years | ||||||||||||||||||||||||
Private Placement [Member] | Convertible Debt [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 1,100,000 | |||||||||||||||||||||||||
Short-term note term | 12 months | |||||||||||||||||||||||||
Bear interest rate | 8% | |||||||||||||||||||||||||
Conversion price (in Dollars per share) | $ / shares | $ 1.5 | |||||||||||||||||||||||||
Floor price per share (in Dollars per share) | $ / shares | $ 0.4 | |||||||||||||||||||||||||
Private Placement [Member] | Convertible Debt [Member] | Warrant [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Bear interest rate | 8% | |||||||||||||||||||||||||
Private Placement [Member] | Debentures [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest charges | $ 26,667 | $ 26,667 | ||||||||||||||||||||||||
Debt issuance costs | 80,000 | 80,000 | ||||||||||||||||||||||||
Percentage of Redemption price | 110% | |||||||||||||||||||||||||
Debt issuance costs | 20,000 | 53,333 | ||||||||||||||||||||||||
Debt discount | 113,560 | 302,826 | ||||||||||||||||||||||||
Debt discount amount | 151,413 | 151,413 | ||||||||||||||||||||||||
Private Placement [Member] | Debentures [Member] | Warrant Four [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Peak warrant amount | 278,239 | 278,239 | ||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Debt issuance costs | $ 15,000 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Convertible Debt [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Percentage of discount | 10% | |||||||||||||||||||||||||
Cash Advance Agreement [Member] | Obligations Upon Future Receivables [Member] | SG Building Blocks, Inc. [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Sold to Cedar | $ 710,500 | |||||||||||||||||||||||||
Cash Advance Agreement [Member] | Obligations Upon Future Receivables [Member] | Cedar Advance LLC [Member] | SG Building Blocks, Inc. [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest charges | 14,286 | 14,286 | ||||||||||||||||||||||||
Debt issuance costs | 25,000 | |||||||||||||||||||||||||
Sold to Cedar | 710,500 | |||||||||||||||||||||||||
Purchase price | 500,000 | |||||||||||||||||||||||||
Withdraw amount | $ 25,375 | |||||||||||||||||||||||||
Cash Advance Agreement, 2 [Member] | Obligations Upon Future Receivables [Member] | SG Building Blocks, Inc. [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Sold to Cedar | $ 1,171,500 | |||||||||||||||||||||||||
Cash Advance Agreement, 2 [Member] | Obligations Upon Future Receivables [Member] | Cedar Advance LLC [Member] | SG Building Blocks, Inc. [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Sold to Cedar | 1,171,500 | |||||||||||||||||||||||||
Purchase price | 825,000 | |||||||||||||||||||||||||
Withdraw amount | $ 41,800 | |||||||||||||||||||||||||
Non-Recourse Factoring and Security Agreement [Member] | Secured Debt [Member] | SouthStar Financial, LLC [Member] | SG Echo, LLC [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 1,750,000 | |||||||||||||||||||||||||
Area of Land (in Acres) | a | 19 | |||||||||||||||||||||||||
Area square foot (in Square Feet) | ft² | 56,775 | |||||||||||||||||||||||||
Non-Recourse Factoring and Security Agreement [Member] | Secured Debt [Member] | SouthStar Financial, LLC [Member] | SG Echo, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Purchase price | $ 1,500,000 | |||||||||||||||||||||||||
Security Agreement [Member] | Secured Debt [Member] | SouthStar Financial, LLC [Member] | SG Echo, LLC [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest charges | 60,100 | 60,100 | ||||||||||||||||||||||||
Maturity date | Jun. 01, 2025 | |||||||||||||||||||||||||
Bear interest rate | 23% | |||||||||||||||||||||||||
Debt issuance costs | $ 60,120 | |||||||||||||||||||||||||
Debt issuance costs | 10,020 | |||||||||||||||||||||||||
Percentage of origination fee | 3% | |||||||||||||||||||||||||
Description of Secured Promissory Note | occurrence of an Event of Default (as defined in the Secured Promissory Note), the default interest rate will be 28% per annum, or the maximum legal amount provided by law, whichever is greater. | |||||||||||||||||||||||||
Default interest rate | 28% | |||||||||||||||||||||||||
Non-Recourse Factoring Agreement [Member] | Obligations Upon Account Receivables [Member] | SouthStar Financial, LLC [Member] | SG Echo, LLC [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Percentage of accounts receivable | 80% | |||||||||||||||||||||||||
Percentage of face amount | 1.95% | |||||||||||||||||||||||||
Accounts receivable for the first twenty-five day | 25 days | |||||||||||||||||||||||||
Percentage of additional | 1.25% | |||||||||||||||||||||||||
Additional fifteen day period or part | 15 days | |||||||||||||||||||||||||
Percentage of additional one | 1.50% | |||||||||||||||||||||||||
Period will be charged for invoices exceeding | 15 days | |||||||||||||||||||||||||
Period from advance date | 60 days | |||||||||||||||||||||||||
Percentage of over advance | 3.90% | |||||||||||||||||||||||||
Period after the Overadvance | 25 days | |||||||||||||||||||||||||
Percentage of additional fee | 2.50% | |||||||||||||||||||||||||
Period for face amount days | 15 days | |||||||||||||||||||||||||
Collateral fee | $ 50 | |||||||||||||||||||||||||
Percentage of face amount of collateral debt | 0.25% | |||||||||||||||||||||||||
Period of agreement initial term | 36 months | |||||||||||||||||||||||||
Period of agreement renewal term | 36 months | |||||||||||||||||||||||||
Period of agreement renewal term | 36 months | |||||||||||||||||||||||||
Threshold percentage | 50% | |||||||||||||||||||||||||
Period between days | 31 days | |||||||||||||||||||||||||
Non-Recourse Factoring Agreement [Member] | Obligations Upon Account Receivables [Member] | SouthStar Financial, LLC [Member] | SG Echo, LLC [Member] | Maximum [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Period of agreement termination before end of initial term | 60 days | |||||||||||||||||||||||||
Period of agreement termination before end of renewal term | 60 days | |||||||||||||||||||||||||
Non-Recourse Factoring Agreement [Member] | Obligations Upon Account Receivables [Member] | SouthStar Financial, LLC [Member] | SG Echo, LLC [Member] | Minimum [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Period of agreement termination before end of initial term | 90 days | |||||||||||||||||||||||||
Period of agreement termination before end of renewal term | 90 days | |||||||||||||||||||||||||
Non-Recourse Factoring Agreement [Member] | Obligations Upon Account Receivables [Member] | ATCO Structures and Logistics (USA) Inc. [Member] | SG Echo, LLC [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Debt instrument, minimum collateral amount | $ 250,000 | |||||||||||||||||||||||||
BCV Loan Agreement [Member] | Loans Payable [Member] | BCV S and G DevCorp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Principal amount | $ 1,250,000 | |||||||||||||||||||||||||
BCV Loan Agreement [Member] | Loans Payable [Member] | BCV S and G DevCorp [Member] | SGB Development Corp. [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest charges | 233,412 | 233,412 | ||||||||||||||||||||||||
Principal amount | $ 1,250,000 | |||||||||||||||||||||||||
Maturity date | Dec. 01, 2024 | |||||||||||||||||||||||||
Bear interest rate | 14% | |||||||||||||||||||||||||
Debt issuance costs | 35,000 | 35,000 | ||||||||||||||||||||||||
Debt issuance costs | 410,118 | |||||||||||||||||||||||||
Area of Land (in Acres) | a | 29.66 | |||||||||||||||||||||||||
Debt Instrument | $ 2,000,000 | |||||||||||||||||||||||||
Debt instrument, period from issuance date | 12 months | |||||||||||||||||||||||||
Number of shares pledged (in Shares) | shares | 1,999,999 | |||||||||||||||||||||||||
Percentage of shares pledged | 19.99% | |||||||||||||||||||||||||
Loan processing fee | $ 70,000 | |||||||||||||||||||||||||
Loan management fee payable per annum | 27,500 | |||||||||||||||||||||||||
Broker fees | $ 37,500 | |||||||||||||||||||||||||
Loaned amount | $ 500,000 | |||||||||||||||||||||||||
Restricted Stock [Member] | Private Placement [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Shares of its restricted common stock (in Shares) | shares | 50,000 | |||||||||||||||||||||||||
Restricted Stock [Member] | Private Placement [Member] | Convertible Debt [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Purchase price | $ 1,000,000 | |||||||||||||||||||||||||
Restricted Stock [Member] | Private Placement [Member] | Debentures [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Fair value of the restricted shares | $ 76,000 | $ 76,000 | ||||||||||||||||||||||||
Investor [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Interest rate | 12% | 12% | 12% | |||||||||||||||||||||||
SGB Development Corp. (“SG DevCorp”) [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Prepayment penalty due, percentage | 9.75% | |||||||||||||||||||||||||
Principal amount | $ 148,300 | |||||||||||||||||||||||||
Maturity date | Sep. 01, 2023 | |||||||||||||||||||||||||
SGB Development Corp. [Member] | Notes Payable, Other Payables [Member] | ||||||||||||||||||||||||||
Notes Payable (Details) [Line Items] | ||||||||||||||||||||||||||
Prepayment penalty due, percentage | 9.75% | |||||||||||||||||||||||||
Principal amount | $ 148,300 | |||||||||||||||||||||||||
Maturity date | Sep. 01, 2023 | |||||||||||||||||||||||||
Short-term note term | 1 year |
Business Combination (Details)
Business Combination (Details) - USD ($) | Dec. 31, 2022 | Sep. 17, 2020 |
Business Combination [Abstract] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 1,059,600 | |
Business Combination, Contingent Consideration, Liability | $ 0 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2023 | |
Leases (Details) [Line Items] | |||
Total lease expense | $ 770,272 | $ 367,869 | |
Minimum [Member] | |||
Leases (Details) [Line Items] | |||
Remaining lease terms | 1 year | ||
Maximum [Member] | |||
Leases (Details) [Line Items] | |||
Remaining lease terms | 10 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Balance Sheet Information - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Right-of-use assets, net | $ 628,181 | $ 2,517,559 |
Current liabilities | 227,753 | (418,619) |
Non-current liabilities | 397,067 | (2,118,958) |
Total operating lease liabilities | (623,090) | (2,537,577) |
Finance Leases | ||
Right-of-use assets | 1,903,443 | |
Current liabilities | (806,775) | |
Non-current liabilities | (920,878) | |
Total finance lease liabilities | $ 1,110,345 | $ (1,727,653) |
Operating leases | 2 years | 6 years 11 months 4 days |
Finance leases | 1 year 3 months 3 days | 2 years |
Operating leases | 3% | 3% |
Finance leases | 3% | 3% |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Approximate Minimum Annual Rental Commitments Under Non-Cancellable Leases - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Approximate Minimum Annual Rental Commitments Under Non-Cancellable Leases [Abstract] | ||
2023 | $ 324,000 | $ 525,718 |
2023 | 801,869 | 851,792 |
2023 | 1,377,510 | |
2024 | 243,000 | 523,722 |
2024 | 133,645 | 801,869 |
2024 | 1,325,591 | |
2025 | 446,349 | |
2025 | 131,544 | |
2025 | 577,893 | |
2026 | 207,379 | |
2026 | 207,379 | |
2027 | 211,526 | |
2027 | 211,526 | |
Thereafter | 908,376 | |
Thereafter | 908,376 | |
Total lease payments | 648,000 | 2,823,070 |
Total lease payments | 1,336,448 | 1,785,205 |
Total lease payments | 4,608,275 | |
Less: Imputed interest | 59,362,000,000 | 285,493 |
Less: Imputed interest | 34,452 | 57,552 |
Less: Imputed interest | 343,045 | |
Present value of lease liabilities | 623,090 | 2,537,577 |
Present value of lease liabilities | $ 1,301,996 | 1,727,653 |
Present value of lease liabilities | $ 4,265,230 |
Construction Backlog (Details)
Construction Backlog (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Mar. 31, 2021 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Construction Backlog (Details) [Line Items] | |||||
Contract backlog, description | two contracts entered into during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million | ||||
Number of large contracts | 1 | ||||
Construction backlog contract amount | $ 1,300,000 | $ 870,000 | $ 780,000 | ||
Number of large contracts | 1 | 1 | |||
Cancellation of construction backlog contract amount | $ (1,300,000) | $ 16,900,000 | |||
ATCO Structures and Logistics (USA) Inc. [Member] | |||||
Construction Backlog (Details) [Line Items] | |||||
Construction backlog contract amount | $ 5,771,200 | ||||
Exclusive License Agreement Member | |||||
Construction Backlog (Details) [Line Items] | |||||
Number of large contracts | 3 | ||||
Exclusive License Agreement Member | Contract One [Member] | |||||
Construction Backlog (Details) [Line Items] | |||||
Construction backlog contract amount | $ 2,700,000 | ||||
Exclusive License Agreement Member | Contract Two [Member] | |||||
Construction Backlog (Details) [Line Items] | |||||
Construction backlog contract amount | 800,000 | ||||
Exclusive License Agreement Member | Contract Three [Member] | |||||
Construction Backlog (Details) [Line Items] | |||||
Construction backlog contract amount | $ 700,000 |
Construction Backlog (Details)
Construction Backlog (Details) - Schedule of Backlog of Signed Construction and Engineering Contract - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Backlog of Signed Construction and Engineering Contract [Abstract] | ||||
Balance - beginning of period | $ 6,810,762 | $ 3,217,909 | $ 3,217,909 | $ 25,117,461 |
New contracts and change orders during the period | 11,756,360 | 13,803,733 | 13,803,733 | 3,191,335 |
Adjustments and cancellations, net | 1,086,301 | 1,086,301 | (18,297,197) | |
Subtotal | 18,567,122 | 18,107,943 | 18,107,943 | 10,011,599 |
Less: contract revenue earned during the period | (14,566,351) | (11,297,181) | (11,297,181) | (6,793,690) |
Balance - end of period | $ 4,000,771 | $ 6,810,762 | $ 6,810,762 | $ 3,217,909 |
Construction Backlog (Details_2
Construction Backlog (Details) - Schedule of Remaining Unsatisfied Performance Obligation on Contracts - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Construction Backlog (Details) - Schedule of Remaining Unsatisfied Performance Obligation on Contracts [Line Items] | ||
Total Backlog | $ 4,000,771 | $ 6,810,762 |
Within One Year [Member] | ||
Construction Backlog (Details) - Schedule of Remaining Unsatisfied Performance Obligation on Contracts [Line Items] | ||
Total Backlog | $ 4,000,771 | $ 6,810,762 |
Segments and Disaggregated Re_3
Segments and Disaggregated Revenue (Details) - Schedule of Segment Reporting - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Construction [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 12,752,219 | $ 6,793,690 |
Operating income (loss) | (472,039) | (7,041,313) |
Other income (expense) | 373,300 | 5,163 |
Income (loss) before income taxes | (98,739) | (7,036,150) |
Less: Net income (loss) attributable to non-controlling interest | ||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (98,739) | (7,036,150) |
Total assets | 11,287,672 | 12,274,536 |
Depreciation and amortization | 574,961 | 351,795 |
Capital expenditures | 1,858,054 | 886,504 |
Medical [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 11,641,727 | 31,548,012 |
Operating income (loss) | 2,588,830 | 8,405,332 |
Other income (expense) | (9,878) | |
Income (loss) before income taxes | 2,588,830 | 8,395,454 |
Less: Net income (loss) attributable to non-controlling interest | 1,229,806 | 4,924,303 |
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | 1,359,024 | 3,471,151 |
Total assets | 291,542 | 5,884,098 |
Depreciation and amortization | 40,230 | 240,266 |
Capital expenditures | 362,122 | |
Development [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | ||
Operating income (loss) | (2,137,866) | (203,078) |
Other income (expense) | (306,393) | (55) |
Income (loss) before income taxes | (2,444,259) | (203,133) |
Less: Net income (loss) attributable to non-controlling interest | ||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (2,444,259) | (203,133) |
Total assets | 9,268,918 | 8,053,885 |
Depreciation and amortization | ||
Capital expenditures | 893,785 | 3,576,130 |
Corporate and Other [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | ||
Operating income (loss) | (7,208,895) | (7,143,792) |
Other income (expense) | 73,821 | 79,248 |
Income (loss) before income taxes | (7,135,074) | (7,064,544) |
Less: Net income (loss) attributable to non-controlling interest | ||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (7,135,074) | (7,064,544) |
Total assets | 5,707,548 | 8,711,499 |
Depreciation and amortization | 13,345 | |
Capital expenditures | 8,193 | |
Conslidated [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | 24,393,946 | 38,341,702 |
Operating income (loss) | (7,229,970) | (5,982,851) |
Other income (expense) | 140,728 | 74,478 |
Income (loss) before income taxes | (7,089,242) | (5,908,373) |
Less: Net income (loss) attributable to non-controlling interest | 1,229,806 | 4,924,303 |
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (8,319,048) | (10,832,676) |
Total assets | 26,555,680 | 34,924,018 |
Depreciation and amortization | 615,191 | 605,406 |
Capital expenditures | $ 2,760,032 | $ 4,824,756 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes (Details) [Line Items] | ||
Federal statutory rate | 0% | 0% |
Valuation allowance | $ 2,289,158 | $ 2,780,137 |
Net operating loss carryforward | $ 18,000,000 | |
Percentage of future taxable income | 80% | |
Percentage of limitation | 80% | |
Income tax | 50% | |
Unrecognized tax | $ 0 | |
State and Local Jurisdiction [Member] | ||
Income Taxes (Details) [Line Items] | ||
Net operating loss carryforward | $ 30,200,000 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Company's Benefit for Income Taxes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Deferred: | ||||||
Federal | $ (1,600,538) | $ (2,302,762) | ||||
State and local | (688,620) | (477,375) | ||||
Total deferred | (2,289,158) | (2,780,137) | ||||
Total provision (benefit) for income taxes | (2,289,158) | (2,780,137) | ||||
Less: valuation allowance | 2,289,158 | 2,780,137 | ||||
Income tax provision |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Reconciliation of the Federal Statutory Rate | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Reconciliation Of The Federal Statutory Rate Abstract | ||
Benefit for income taxes at federal statutory rate | 21% | 21% |
State and local income taxes, net of federal benefit | 3.90% | 3.90% |
Goodwill impairment | ||
Change in state rate | ||
Less valuation allowance | (24.90%) | (24.90%) |
Effective income tax rate | 0% | 0% |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Deferred Tax Assets (Liabilities) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Deferred Tax Assets Liabilities Abstract | ||
Net operating loss carryforward | $ 8,155,944 | $ 6,480,539 |
Bad debt reserve | 37,734 | 239,334 |
Employee stock compensation | 2,031,628 | 1,231,564 |
Intangible assets | (467,395) | (488,958) |
Depreciation | (165,336) | (131,437) |
Accrued expenses | 74,801 | 47,184 |
Charity | 213 | 205 |
Net deferred tax asset | 9,667,589 | 7,378,431 |
Valuation allowance | (9,667,589) | (7,378,431) |
Net deferred tax asset |
Net Income (Loss) Per Share (De
Net Income (Loss) Per Share (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Warrants to purchase shares of common stock | 2,525,020 | 2,025,520 | ||
Options [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Warrants to purchase shares of common stock | 36,436 | 36,436 | ||
Non-Employees and Non-Directors [Member] | Common Stock [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Warrants to purchase shares of common stock | 2,025,020 | 2,025,520 | ||
Non-Employees and Non-Directors [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Warrants to purchase shares of common stock | 36,436 | 36,436 | ||
Non-Employees and Non-Directors [Member] | Warrants [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Warrants to purchase shares of common stock | 3,370,186 | 2,220,514 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Net Income (Loss) Per Share (Details) [Line Items] | ||||
Warrants to purchase shares of common stock | 757,450 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Feb. 07, 2023 | Oct. 25, 2021 | May 15, 2020 | Apr. 19, 2019 | Oct. 26, 2016 | May 31, 2020 | Apr. 30, 2020 | Dec. 31, 2019 | Aug. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | Jun. 05, 2019 | Jun. 04, 2019 | |
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Issued shares | 6,900,000 | 42,388 | 3,625,000 | 6,000,000 | 440,000 | 45,000 | |||||||||||||
Common stock per share (in Dollars per share) | $ 17 | $ 100 | |||||||||||||||||
Issuance costs (in Dollars) | $ 176,771 | ||||||||||||||||||
Warrants issued (in Dollars) | $ 707,188 | ||||||||||||||||||
Offering and issued warrants | 563 | ||||||||||||||||||
Common stock issued upon conversion | 8,321 | ||||||||||||||||||
Aggregate amount of conversion (in Dollars) | $ 2,117,948 | ||||||||||||||||||
Other underwriting Expense (in Dollars) | $ 15,596,141 | $ 1,522,339 | |||||||||||||||||
Debt Issuance Costs, net (in Dollars) | $ 1,653,859 | $ 347,661 | $ 4,134 | $ 23,727 | |||||||||||||||
Options granted to purchase common stock | 900,000 | ||||||||||||||||||
Common stock exercise price (in Dollars per share) | $ 0.01 | ||||||||||||||||||
Shares of common stock | 900,000 | ||||||||||||||||||
Common stock to underwriter | 300,000 | ||||||||||||||||||
Gross proceeds (in Dollars) | $ 11,550,000 | ||||||||||||||||||
Description of purchase agreement | Pursuant to the terms of the Purchase Agreement, the Company issued to the investor (A) in a registered direct offering (i) 975,000 shares (the “Public Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”), and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,189,384 shares (the “Pre-Funded Warrant Shares”) of Common Stock and (B) in a concurrent private placement, Series A warrants to purchase up to 1,898,630 shares (the “Common Stock Warrant Shares”) of Common Stock (the “Common Stock Warrants,” and together with the Public Shares and the Pre-Funded Warrants, the “Securities”) (the “Offering The Pre-Funded Warrants were immediately exercisable at a nominal exercise price of $0.001 and all Pre-Funded Warrants sold have been exercised. The Common Stock Warrants have an exercise price of $4.80 per share, are exercisable upon issuance and will expire five years from the date of issuance. A.G.P./Alliance Global Partners (the “Placement Agent”) acted as the exclusive placement agent for the transaction pursuant to that certain Placement Agency Agreement, dated as of October 25, 2021, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent received (i) a cash fee equal to seven percent (7.0%) of the gross proceeds from the placement of the Securities sold by the Placement Agent in the Offering and (ii) a non-accountable expense allowance of one half of one percent (0.5%) of the gross proceeds from the placement of the Gross Proceeds Securities sold by the Placement Agent in the Offering. The Company also reimbursed the Placement Agent’s expenses up to $50,000 upon closing the Offering. | ||||||||||||||||||
Offering expenses (in Dollars) | $ 10,500,000 | $ 10,500,000 | |||||||||||||||||
Common Stock, Shares Authorized | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 300,000,000 | ||||||||||||||
Expire date of issuance | 5 years | ||||||||||||||||||
Value of the shares amounted (in Dollars) | $ 47,500 | ||||||||||||||||||
Pre-Funded Warrant Shares [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Pre funded warrants | 2,189,384 | ||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 0.001 | ||||||||||||||||||
Series A Warrants [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Pre funded warrants | 1,898,630 | ||||||||||||||||||
Common Stock Warrants [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Warrants exercise price (in Dollars per share) | $ 4.8 | ||||||||||||||||||
Expire date of issuance | 5 years | ||||||||||||||||||
Purchase Agreement Member | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Issued shares | 42,388 | 42,388 | |||||||||||||||||
Common stock per share (in Dollars per share) | $ 22 | $ 22 | |||||||||||||||||
Issuance costs (in Dollars) | $ 379,816 | $ 379,816 | |||||||||||||||||
Offering and issued warrants | 4,239 | 4,239 | |||||||||||||||||
Equity Purchase Agreement [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Issued shares | 75,000 | ||||||||||||||||||
Equity purchase agreement (in Dollars) | $ 10,000,000 | ||||||||||||||||||
Average daily trading value | 200% | ||||||||||||||||||
Securities and exchange commission | 60 days | ||||||||||||||||||
EP agreement | 36 months | ||||||||||||||||||
Market price, percentage | 97% | ||||||||||||||||||
Common stock issued shares | 337,512 | ||||||||||||||||||
Value of the shares amounted (in Dollars) | $ 484,825 | ||||||||||||||||||
Restricted stock units | 3,014,617 | 43,333 | |||||||||||||||||
Minimum [Member] | Equity Purchase Agreement [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Commitment amount (in Dollars) | $ 25,000 | ||||||||||||||||||
Maximum [Member] | Equity Purchase Agreement [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Commitment amount (in Dollars) | $ 750,000 | ||||||||||||||||||
Warrant [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Shares of common stock | 226,300 | ||||||||||||||||||
Warrant [Member] | Purchase Agreement Member | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Issued shares | 42,388 | ||||||||||||||||||
IPO [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Issued shares | 857,500 | 2,250 | 11,250 | 75,000 | |||||||||||||||
Common stock per share (in Dollars per share) | $ 2.5 | $ 4.25 | $ 3 | $ 100 | |||||||||||||||
Issuance costs (in Dollars) | $ 454,552 | $ 1,388,615 | |||||||||||||||||
Warrants issued (in Dollars) | $ 3,750 | ||||||||||||||||||
Pre funded warrants | 55,475 | ||||||||||||||||||
Common stock issued upon conversion | 90,084 | ||||||||||||||||||
Common Stock Issued Under Underwriting Agreement Member | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Issuance costs (in Dollars) | $ 181,695 | ||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Cash fee equal, percentage | 7% | ||||||||||||||||||
Non accountable expense, percentage | 0.50% | ||||||||||||||||||
Placement agent’s expenses (in Dollars) | $ 50,000 | ||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Issued shares | 25,833 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stockholders' Equity (Details) [Line Items] | |||||||||||||||||||
Issued shares | 975,000 |
Warrants (Details)
Warrants (Details) - USD ($) | 1 Months Ended | 4 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2023 | Oct. 31, 2021 | May 31, 2020 | Aug. 31, 2019 | Apr. 30, 2019 | Jun. 30, 2017 | Apr. 30, 2019 | Dec. 31, 2022 | Sep. 30, 2023 | Dec. 31, 2021 | Oct. 01, 2021 | May 15, 2020 | |
Warrants (Details) [Line Items] | ||||||||||||
Aggregate purchase warrants | 1,898,630 | 300,000 | ||||||||||
Common stock exercise price (in Dollars per share) | $ 4.8 | $ 3.14 | $ 1.28 | $ 0.6 | $ 3.38 | |||||||
Maturity date | May 05, 2025 | Aug. 29, 2024 | Oct. 29, 2024 | Jun. 21, 2023 | Oct. 29, 2024 | |||||||
Shares of common stock | 900,000 | |||||||||||
Warrants, Term | 5 years | |||||||||||
Warrants outstanding | 73,700 | 73,700 | ||||||||||
June 21, 2018 and expire June 21, 2023 [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Aggregate purchase warrants | 4,313 | |||||||||||
Common stock exercise price (in Dollars per share) | $ 125 | |||||||||||
Maturity date | Jun. 21, 2023 | |||||||||||
Fair value of warrants (in Dollars) | $ 63,796 | |||||||||||
October 29, 2019 and expire October 29, 2024 [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Aggregate purchase warrants | 42,388 | 42,388 | ||||||||||
Common stock exercise price (in Dollars per share) | $ 27.5 | $ 27.5 | ||||||||||
Maturity date | Oct. 29, 2024 | Oct. 29, 2024 | ||||||||||
October 29, 2019 and expire April 24, 2024 [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Aggregate purchase warrants | 4,239 | 4,239 | ||||||||||
Common stock exercise price (in Dollars per share) | $ 27.5 | $ 27.5 | ||||||||||
Maturity date | Apr. 24, 2024 | Apr. 24, 2024 | ||||||||||
Warrant [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Maturity date | Apr. 24, 2024 | Apr. 24, 2024 | ||||||||||
Shares of common stock | 226,300 | |||||||||||
Recived proceeds (in Dollars) | $ 707,000 | |||||||||||
February 1, 2020 and expire August 29, 2024 [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Aggregate purchase warrants | 2,250 | |||||||||||
Common stock exercise price (in Dollars per share) | $ 21.25 | |||||||||||
Maturity date | Aug. 29, 2024 | |||||||||||
November 6, 2021 and expire May 5, 2025 [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Aggregate purchase warrants | 300,000 | |||||||||||
Common stock exercise price (in Dollars per share) | $ 3.14 | |||||||||||
Maturity date | May 05, 2025 | |||||||||||
October 26,2021 and expire Five Years [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Aggregate purchase warrants | 1,898,630 | |||||||||||
Common stock exercise price (in Dollars per share) | $ 4.8 | |||||||||||
Warrants, Term | 5 years | |||||||||||
Peak Warrant [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Fair value of warrants (in Dollars) | $ 278,239 | |||||||||||
Shares of common stock | 500,000 | |||||||||||
Warrants, Term | 5 years | |||||||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 2.25 | |||||||||||
Debt Instrument, Convertible, Conversion Price, Decrease (in Dollars per share) | $ 0.4 | |||||||||||
Peak Warrant [Member] | Common Stock [Member] | ||||||||||||
Warrants (Details) [Line Items] | ||||||||||||
Shares of common stock | 500,000 |
Share-based Compensation (Detai
Share-based Compensation (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||
May 01, 2023 shares | Apr. 04, 2023 $ / shares shares | Nov. 18, 2022 $ / shares shares | Dec. 07, 2021 $ / shares shares | Oct. 01, 2021 $ / shares shares | Oct. 01, 2021 USD ($) $ / shares shares | Dec. 09, 2020 $ / shares shares | Nov. 11, 2020 $ / shares shares | Sep. 23, 2020 $ / shares shares | May 15, 2020 shares | Apr. 14, 2020 | Oct. 09, 2019 shares | Jun. 05, 2019 $ / shares shares | Apr. 19, 2019 shares | Mar. 22, 2019 $ / shares shares | Jan. 15, 2019 | Oct. 26, 2016 shares | Dec. 31, 2021 USD ($) shares | Aug. 27, 2020 shares | May 31, 2020 $ / shares shares | Apr. 30, 2020 shares | Aug. 31, 2019 shares | Oct. 26, 2016 shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Oct. 05, 2023 shares | May 05, 2023 shares | Oct. 31, 2021 $ / shares | |
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 1,214,500 | 475,000 | 425,000 | 2,500 | 9,189 | 25,000 | 200,000 | |||||||||||||||||||||||||
Common stock issued | 6,900,000 | 42,388 | 3,625,000 | 6,000,000 | 440,000 | 45,000 | ||||||||||||||||||||||||||
Issuance under the Incentive Plan | 376,060 | |||||||||||||||||||||||||||||||
Stock-based compensation expense (in Dollars) | $ | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||||||||||||||
Stock-based compensation expense (in Dollars) | $ | $ 2,666 | |||||||||||||||||||||||||||||||
Fair value of stock price per share (in Dollars per share) | $ / shares | $ 3.38 | $ 3.38 | $ 3.14 | $ 0.6 | $ 0.6 | $ 1.28 | $ 4.8 | |||||||||||||||||||||||||
Number of employees | 6 | |||||||||||||||||||||||||||||||
Consultant | 1 | 1 | ||||||||||||||||||||||||||||||
Fair value of award (in Dollars per share) | $ / shares | $ 1.81 | $ 16.4 | ||||||||||||||||||||||||||||||
Restricted stock units description | a total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $58.80 and $55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date. | Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six employees and one consultant of 6,139, 772, 5,729 and an aggregate of 3,063, respectively, vest in installments over either a one-year, two-year, three-year and four-year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $847,957. | ||||||||||||||||||||||||||||||
Restricted stock units description | the Company, under the Company’s stock-based compensation plan, at the fair value of $1.81 per share, which represents the closing price of the Company’s common stock on September 23, 2020. Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. | the Company’s common stock for the ten trading days immediately preceding and including the grant date. Restricted stock units granted to directors on June 5, 2019 vest on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the annual meeting of the Company’s stockholders that occurs in the year immediately following the date of the grant; and are payable six months after the termination of the director from the Board or death or disability. | ||||||||||||||||||||||||||||||
Restricted stock units | ||||||||||||||||||||||||||||||||
Stock-based compensation (in Dollars) | $ | $ 3,210,631 | 1,874,857 | $ 2,798,844 | $ 1,647,391 | ||||||||||||||||||||||||||||
Unrecognized compensation costs (in Dollars) | $ | $ 0 | $ 0 | $ 1,686,599 | |||||||||||||||||||||||||||||
Award granted | 585,000 | |||||||||||||||||||||||||||||||
Award outstanding, unvested | 1,190,935 | |||||||||||||||||||||||||||||||
Two Thousand Sixteen Plan [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 25,000 | |||||||||||||||||||||||||||||||
Incentive Plan [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance under the Incentive Plan | 0 | 0 | ||||||||||||||||||||||||||||||
Stock Based Option [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Stock-based compensation (in Dollars) | $ | $ 0 | |||||||||||||||||||||||||||||||
Subsequent Event [Member] | Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Incentive plan authorizes issuance shares | 8,625,000 | 8,625,000 | ||||||||||||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 350,000 | 372,000 | ||||||||||||||||||||||||||||||
Fair value of award (in Dollars per share) | $ / shares | $ 3.28 | $ 54 | ||||||||||||||||||||||||||||||
Restricted stock units description | the Company’s stock-based compensation plan, at the fair value of $3.28 per share, which represents the closing price of the Company’s common stock on December 9, 2020. Restricted stock units granted to Mr. Galvin will vest 1/2 on December 9, 2020 and 1/2 on the first year anniversary of the grant date. The fair value of these units upon issuance amounted to $1,220,160. | |||||||||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Restricted stock units description | a total of 35,331 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, five employees and two consultants of the Company, under the Company’s stock-based compensation plan, at the fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331, 1,000, 3,000 and an aggregate of 8,000, respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $168,176. | |||||||||||||||||||||||||||||||
Non-employee director [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 59,170 | 46,826 | ||||||||||||||||||||||||||||||
Fair value of stock price per share (in Dollars per share) | $ / shares | $ 3.38 | $ 3.38 | ||||||||||||||||||||||||||||||
Fair value of award (in Dollars per share) | $ / shares | $ 2.39 | |||||||||||||||||||||||||||||||
Restricted stock units description | a total of 12,000 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. The restricted stock units granted on April 14, 2020 will fully vest on April 14, 2021, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $57,120. | |||||||||||||||||||||||||||||||
Restricted stock units description | The restricted stock units granted on November 11, 2020 will vest 1/2 on November 11, 2020 and 1/2 on the one year anniversary of the grant date, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $111,920. | |||||||||||||||||||||||||||||||
Chief Operating Officer [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 40,000,100,000 | |||||||||||||||||||||||||||||||
Gerald Sheeran Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 40,000,100,000 | |||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 12,000 | |||||||||||||||||||||||||||||||
Rogers [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 37,500 | |||||||||||||||||||||||||||||||
Non Employee Advisory Directors [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 62,500 | |||||||||||||||||||||||||||||||
Fair value of stock price per share (in Dollars per share) | $ / shares | $ 2.36 | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Issuance of shares | 15,703 | |||||||||||||||||||||||||||||||
Number of employees | 13 | 13 | 7 | |||||||||||||||||||||||||||||
Consultant | 3 | 3 | ||||||||||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||||||||||||
Stock-based compensation (in Dollars) | $ | $ 0 | $ 594,694 | $ 3,210,631 | $ 1,874,857 | $ 2,798,844 | $ 1,644,725 | ||||||||||||||||||||||||||
Restricted Stock [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Consultant | 1 | 1 | ||||||||||||||||||||||||||||||
Restricted Stock [Member] | Rogers [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||||||||||||
Restricted stock units | 200,000 | |||||||||||||||||||||||||||||||
Fair value of restricted units (in Dollars) | $ | $ 4,105,010 | |||||||||||||||||||||||||||||||
Restricted Stock [Member] | Non Employee Advisory Directors [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Vesting period | 1 year | 1 year | ||||||||||||||||||||||||||||||
Number of directors | 5 | 5 | ||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Vesting period | 18 years | |||||||||||||||||||||||||||||||
Fair value of restricted units (in Dollars) | $ | $ 1,843,000 | |||||||||||||||||||||||||||||||
Award granted | 60,000 | 1,125,000 | ||||||||||||||||||||||||||||||
Award outstanding, unvested | 1,274,137 | 0 | 0 | 1,383,897 | 1,274,137 | |||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Employee [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Number of employees | 6 | 7 | ||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Non-employee director [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Number of employees | 7 | |||||||||||||||||||||||||||||||
Fair value of award (in Dollars per share) | $ / shares | $ 1.01 | |||||||||||||||||||||||||||||||
Vesting period | 2 years | 2 years | ||||||||||||||||||||||||||||||
Number of directors | 5 | |||||||||||||||||||||||||||||||
Award granted | 268,166 | |||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Paul Galvin and Seven Employees [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||||||||||||
Restricted stock units | 1,045,000 | |||||||||||||||||||||||||||||||
Fair value ranging, per share (in Dollars per share) | $ / shares | $ 1.3 | |||||||||||||||||||||||||||||||
Fair value ranging, per share (in Dollars per share) | $ / shares | $ 2.24 | |||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Four Non-Employee Directors [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Number of employees | 4 | |||||||||||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||||||||||||
Restricted stock units | 80,000 | |||||||||||||||||||||||||||||||
Exercise price (in Dollars per share) | $ / shares | $ 1.3 | |||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Paul Galvin and Six Employees [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Vesting period | 2 years | |||||||||||||||||||||||||||||||
Restricted stock units | 316,834 | |||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Paul Galvin and Six Employees [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Fair value of award (in Dollars per share) | $ / shares | $ 0.85 | |||||||||||||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | Paul Galvin and Six Employees [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Share-based Compensation (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Fair value of award (in Dollars per share) | $ / shares | $ 1.01 |
Share-based Compensation (Det_2
Share-based Compensation (Details) - Schedule of Share-based Compensation Expense - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation (Details) - Schedule of Share-based Compensation Expense [Line Items] | ||
Stock-based compensation expense | $ 2,798,844 | $ 1,647,391 |
Employee Benefits and Share Based Compensation [Member] | ||
Share-based Compensation (Details) - Schedule of Share-based Compensation Expense [Line Items] | ||
Stock-based compensation expense | 2,798,844 | 1,647,391 |
Selling, General and Administrative Expenses [Member] | ||
Share-based Compensation (Details) - Schedule of Share-based Compensation Expense [Line Items] | ||
Stock-based compensation expense | ||
Share-Based Payment Arrangement, Option [Member] | ||
Share-based Compensation (Details) - Schedule of Share-based Compensation Expense [Line Items] | ||
Stock-based compensation expense | 2,666 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation (Details) - Schedule of Share-based Compensation Expense [Line Items] | ||
Stock-based compensation expense | $ 2,798,844 | $ 1,644,725 |
Share-based Compensation (Det_3
Share-based Compensation (Details) - Schedule of Stock-Based Option Activity - Share-Based Payment Arrangement, Option [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation (Details) - Schedule of Stock-Based Option Activity [Line Items] | |||
Shares Outstanding, Ending Balance (in Shares) | 36,436 | 36,436 | 36,436 |
Weighted Average Fair Value Per Share, Ending Balance | $ 35.54 | $ 24.8 | $ 24.8 |
Weighted Average Exercise Price Per Share, Ending Balance | $ 78.71 | $ 78.71 | $ 78.71 |
Weighted Average Remaining Terms (in years), Ending Balance | 6 years 4 months 2 days | 4 years 4 months 2 days | 5 years 4 months 2 days |
Aggregate Intrinsic ValueAggregate Intrinsic Value, Ending Balance (in Dollars) | |||
Shares (in Shares) | 36,436 | 36,436 | |
Weighted Average Fair Value Per Share | $ 24.8 | $ 24.8 | |
Weighted Average Exercise Price Per Share | $ 78.71 | $ 78.71 | |
Weighted Average Remaining Terms (in years) | 4 years 4 months 2 days | 5 years 4 months 2 days | |
Aggregate Intrinsic Value (in Dollars) | |||
Shares (in Shares) | |||
Weighted Average Fair Value Per Share | |||
Weighted Average Exercise Price Per Share | |||
Shares (in Shares) | |||
Weighted Average Fair Value Per Share | |||
Weighted Average Exercise Price Per Share | |||
Shares (in Shares) | |||
Weighted Average Fair Value Per Share | |||
Weighted Average Exercise Price Per Share |
Share-based Compensation (Det_4
Share-based Compensation (Details) - Schedule of Restricted Stock Unit - Restricted Stock Units (RSUs) [Member] - shares | 9 Months Ended | 12 Months Ended | |
May 01, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation (Details) - Schedule of Restricted Stock Unit [Line Items] | |||
Non-vested balance at beginning | 1,383,897 | 1,274,137 | |
Number of Shares, Granted | 60,000 | 1,125,000 | |
Number of Shares, Vested | (890,122) | ||
Number of Shares, Forfeited/Expired | (125,118) | ||
Non-vested balance at ending | 0 | 1,383,897 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||
Sep. 26, 2023 | May 01, 2023 USD ($) shares | Mar. 15, 2023 | May 14, 2021 USD ($) | Apr. 14, 2021 | Apr. 14, 2021 | Apr. 13, 2020 | Apr. 13, 2020 | Feb. 11, 2020 USD ($) | Jun. 21, 2019 USD ($) | Jun. 21, 2019 USD ($) | Jan. 01, 2019 USD ($) | Sep. 12, 2018 USD ($) | Sep. 12, 2018 USD ($) | Apr. 30, 2020 | Jan. 31, 2019 USD ($) | Sep. 30, 2023 shares | Dec. 31, 2022 shares | Sep. 19, 2023 USD ($) | Jul. 31, 2023 USD ($) | Jul. 05, 2022 USD ($) | Jul. 26, 2021 USD ($) | |
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Damage value | $ 2,861,401.66 | $ 761,401.66 | $ 761,401.66 | $ 2,100,000 | ||||||||||||||||||
Unpaid wages | $ 30,429 | |||||||||||||||||||||
Payment amount | $ 67,125.83 | |||||||||||||||||||||
Award grants (in Shares) | shares | 585,000 | |||||||||||||||||||||
EDI International, PC [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Unpaid wages | $ 30,428.71 | |||||||||||||||||||||
Employment Agreement Paul Gavin [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Description of commitments | provide for an annual base salary of $400,000, provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in full force and effect. | |||||||||||||||||||||
Payment of base annual salary | $ 500,000 | |||||||||||||||||||||
Employment Agreement [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Description of commitments | provide for an annual base salary of $400,000 provide for a performance bonus structure for a bonus of up to 50% of base salary upon the Company’s achievement of $2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10% of the incremental increase in EBITDA if the Company achieves over $2,000,000 and up to $7,000,000 in EBITDA, 8% of the incremental increase in EBITDA if the Company achieves over $7,000,000 and up to $12,000,000 in EBITDA and 3% of the incremental increase in EBITDA over $12,000,000), provide for a profits-based additional bonus of up to $250,000 in certain limited circumstances, and provide for one (1) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty (50%) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Incentive Plan. | |||||||||||||||||||||
HOLA Defendants [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Amount claimed | 7 | |||||||||||||||||||||
Teton [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Damage value | $ 2,100,000 | |||||||||||||||||||||
Osang Healthcare Company Ltd [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Description of commitments | The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices. | |||||||||||||||||||||
Shaw Stockholders [Member] | Settlement Agreement [Member] | Pending Litigation [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Number of shareholders | 2 | |||||||||||||||||||||
Expiration period of irrevocable proxy | 3 months | |||||||||||||||||||||
Amount paid | $10,000 | |||||||||||||||||||||
Expiration date of the irrevocable proxies | 45 days | |||||||||||||||||||||
HOLA Defendants [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Amount claimed | 7 | |||||||||||||||||||||
Osang Healthcare Company Ltd [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Description of commitments | The Company has asserted that Osang materially breached a certain Managed Supply Agreement (“MSA”) entered into between the parties on October 12, 2020, pursuant to which the Company received on consignment two million (2,000,000) units of Osang’s “Genefinder Plus RealAmp Covid-19 PCR Test” (the “Covid-19 Test”) for domestic and international distribution. The Company has also asserted that Osang breached the covenant of good faith and fair dealing, fraudulently induced it to enter into the MSA, and violated §349 of the New York General Business Law’s prohibition of deceptive business practices. | |||||||||||||||||||||
Osang Healthcare Company Ltd [Member] | EDI International, PC [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Damage value | $ 67,125.83 | |||||||||||||||||||||
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Payment of base annual salary | $ 750,000 | $ 500,000 | ||||||||||||||||||||
Chief Financial Officer [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Annual base salary | $ 250,000 | |||||||||||||||||||||
Percentage of base salary | 20% | |||||||||||||||||||||
Chief Financial Officer [Member] | Employment Agreement [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Adjusted salary | $ 300,000 | |||||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Commitments and Contingencies (Details) [Line Items] | ||||||||||||||||||||||
Award grants (in Shares) | shares | 60,000 | 1,125,000 | ||||||||||||||||||||
Vesting period | 18 years |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||||||||||
Oct. 20, 2023 | Feb. 07, 2023 | Oct. 01, 2021 | Oct. 01, 2021 | Jul. 14, 2021 | Sep. 23, 2020 | Oct. 09, 2019 | Jun. 05, 2019 | Mar. 22, 2019 | Oct. 26, 2016 | Aug. 27, 2020 | Sep. 30, 2023 | Oct. 16, 2023 | Oct. 05, 2023 | May 05, 2023 | Mar. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 15, 2020 | Jun. 04, 2019 | |
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Warrant to purchase (in Shares) | 900,000 | |||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 1,214,500 | 475,000 | 425,000 | 2,500 | 9,189 | 25,000 | 200,000 | |||||||||||||
Maturity term | 1 year | |||||||||||||||||||
Par value per share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||||||
Authorized shares of common stock (in Shares) | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | 300,000,000 | |||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Reduction of conversion price (in Dollars per share) | $ 0.4 | |||||||||||||||||||
William Rogers [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 40,000,100,000 | |||||||||||||||||||
Renewed period | 1 year | |||||||||||||||||||
Expiration date | Sep. 26, 2023 | |||||||||||||||||||
Extension period | 2 months | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Par value per share (in Dollars per share) | $ 0.01 | |||||||||||||||||||
Authorized shares of common stock (in Shares) | 75,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Common stock authorized for issuance (in Shares) | 8,625,000 | 8,625,000 | ||||||||||||||||||
Subsequent Event [Member] | SGB Development Corp. [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Authorized shares of common stock (in Shares) | 25,000,000 | |||||||||||||||||||
Subsequent Event [Member] | SGB Development Corp. [Member] | Incentive Plan [Member] | Common Stock [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Common stock authorized for issuance (in Shares) | 5,000,000 | |||||||||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Maturity term | 12 months | |||||||||||||||||||
Conversion price per shares (in Dollars per share) | $ 1.5 | |||||||||||||||||||
Reduction of conversion price (in Dollars per share) | $ 0.4 | |||||||||||||||||||
Subsequent Event [Member] | Convertible Debt [Member] | Securities Purchase Agreement [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Percentage of original issuance discount | 10% | |||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | Securities Purchase Agreement [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Payment of non-accountable fee | $ 15,000 | |||||||||||||||||||
Subsequent Event [Member] | Private Placement [Member] | Convertible Debt [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Principal amount | $ 1,100,000 | |||||||||||||||||||
Interest rate | 8% | |||||||||||||||||||
Subsequent Event [Member] | Warrant [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Warrant to purchase (in Shares) | 500,000 | |||||||||||||||||||
Subsequent Event [Member] | William Rogers [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Settlement payment | $ 75,000 | |||||||||||||||||||
Subsequent Event [Member] | William Rogers [Member] | SGB Development Corp. [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Consulting fee | $ 15,000 | |||||||||||||||||||
Consulting services hours per month | 60 hours | |||||||||||||||||||
Consulting services per hour | $ 250 | |||||||||||||||||||
SGB Development Corp. (“SG DevCorp”) [Member] | Subsequent Event [Member] | Secured Notes Payable [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Principal amount | $ 5,000,000 | |||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 15,703 | |||||||||||||||||||
Restricted Stock [Member] | Subsequent Event [Member] | Peak One Investments, LLC [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in Shares) | 50,000 | |||||||||||||||||||
Restricted Stock [Member] | Subsequent Event [Member] | Convertible Debt [Member] | Peak One Opportunity Fund Lp [Member] | ||||||||||||||||||||
Subsequent Events (Details) [Line Items] | ||||||||||||||||||||
Amount of original issuance discount | $ 1,000,000 |
Liquidity (Details) - Schedul_2
Liquidity (Details) - Schedule of Backlog to Convert to Revenue - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Backlog to Convert to Revenue [Abstract] | ||
Total Backlog | $ 4,000,771 | $ 6,810,762 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of the Company’s Revenues - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 3,965,361 | $ 4,130,257 | $ 14,566,351 | $ 20,289,826 |
Total revenue by customer type, percentage | 100% | 100% | 100% | 100% |
Hotel [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 1,224,181 | $ 44,201 | $ 2,368,960 | |
Total revenue by customer type, percentage | 30% | 13% | ||
Office [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 3,965,361 | $ 1,468,338 | $ 14,522,150 | $ 6,178,856 |
Total revenue by customer type, percentage | 100% | 35% | 100% | 30% |
Construction and Engineering Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 3,965,361 | $ 2,692,519 | $ 14,566,351 | $ 8,648,873 |
Total revenue by customer type, percentage | 100% | 65% | 100% | 43% |
Medical revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 1,437,738 | $ 11,640,953 | ||
Total revenue by customer type, percentage | 35% | 57% | ||
Government [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 39 | |||
Total revenue by customer type, percentage | ||||
Multi-Family (includes Single Family) [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 86,034 | |||
Total revenue by customer type, percentage | ||||
Retail [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 5,344 | |||
Total revenue by customer type, percentage | ||||
Special Use [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue by customer type | $ 9,640 | |||
Total revenue by customer type, percentage |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Equity Affiliates - Affiliated Entity [Member] - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Equity Method Investments [Line Items] | |||
Total assets | $ 37,500,000 | $ 37,500,000 | $ 37,700,000 |
Total liabilities | 7,100,000 | 7,100,000 | 7,020,000 |
Members’ equity | $ 30,400,000 | $ 30,400,000 | $ 30,680,000 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies (Details) - Schedule of Amortization Expense - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Amortization Expense Abstract | ||
2023 (remaining) | $ 49,370 | |
2024 | 192,436 | $ 174,741 |
2025 | 189,019 | 174,035 |
2026 | 171,684 | 170,618 |
2027 | 168,006 | 153,283 |
Thereafter | 1,180,852 | 1,175,551 |
Total | $ 1,951,367 | $ 1,997,833 |
Accounts Receivable (Details)_2
Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total gross receivables | $ 887,045 | $ 1,426,202 | $ 3,880,762 | $ 3,431,522 |
Less: allowance for credit losses | (145,746) | (145,746) | (963,116) | (795,914) |
Total net receivables | 741,299 | 1,280,456 | 2,917,646 | 2,635,608 |
Construction Revenue [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total gross receivables | 887,045 | 1,310,456 | 2,293,187 | 1,391,555 |
Other Receivable [Member] | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Total gross receivables | $ 115,746 | $ 186,692 | $ 180,748 |
Contract Assets and Contract _5
Contract Assets and Contract Liabilities (Details) - Schedule of Contract Assets and Contract Liabilities - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Contract Assets and Contract Liabilities [Abstract] | ||||
Costs incurred on uncompleted contracts | $ 17,242,167 | $ 13,730,177 | $ 4,272,425 | $ 4,572,581 |
Provision for loss on uncompleted contracts | 2,238,578 | |||
Estimated earnings to date on uncompleted contracts | 103,251 | (2,160,085) | (3,156,377) | 872,302 |
Gross contract assets | 17,345,418 | 11,570,092 | ||
Less: billings to date | (18,638,029) | (11,970,979) | $ (4,750,289) | $ (5,916,487) |
Net contract assets/(liabilities) on uncompleted contracts | $ (1,292,611) | $ (400,887) |
Contract Assets and Contract _6
Contract Assets and Contract Liabilities (Details) - Schedule of Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule of Costs Included in Condensed Consolidated Balance Sheets [Abstract] | ||||
Contract assets | $ 18,391 | $ 36,384 | ||
Contract liabilities | (1,311,002) | (437,271) | $ (1,437,579) | $ (1,774,740) |
Net contract assets (liabilities) | $ (1,292,611) | $ (400,887) |
Property, Plant and Equipment_4
Property, Plant and Equipment (Details) - Schedule of Property, Plant and Equipment - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 7,897,791 | $ 6,327,629 | $ 7,249,222 |
Less: accumulated depreciation | (996,374) | (718,726) | (409,279) |
Property, plant and equipment, net | 6,901,417 | 5,608,903 | 6,839,943 |
Automobiles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 4,638 | 4,638 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 99,505 | 94,530 | 156,701 |
Furniture And Other Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 271,798 | 271,798 | 275,606 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 17,280 | 17,280 | 15,400 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 943,464 | 943,464 | 1,219,056 |
Building Held for Leases [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 196,416 | 196,416 | |
Laboratory And Temporary Units [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 1,364,748 | 1,364,748 | 1,362,760 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 1,190,655 | 1,190,655 | 3,576,130 |
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | 969,113 | ||
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, net | $ 2,840,174 | $ 2,244,100 | $ 442,515 |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Balance Sheet Information - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Operating Leases | ||
Right-of-use assets, net | $ 628,181 | $ 2,517,559 |
Current liabilities | 227,753 | (418,619) |
Non-current liabilities | 397,067 | (2,118,958) |
Total operating lease liabilities | 624,820 | |
Finance Leases | ||
Right-of-use assets | 1,575,478 | |
Current liabilities | 773,385 | |
Non-current liabilities | 336,960 | |
Total finance lease liabilities | $ 1,110,345 | $ (1,727,653) |
Weighted Average Remaining Lease Term | ||
Operating leases | 2 years | 6 years 11 months 4 days |
Finance leases | 1 year 3 months 3 days | 2 years |
Weighted Average Discount Rate | ||
Operating leases | 3% | 3% |
Finance leases | 3% | 3% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of Approximate Minimum Annual Rental Commitments Under Non-Cancellable Leases - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule of Approximate Minimum Annual Rental Commitments Under Non-Cancellable Leases [Abstract] | ||
2023 (remaining) | $ 81,000 | |
2023 (remaining) | 400,934 | |
2023 (remaining) | 481,934,000,000 | |
2024 | 324,000 | $ 525,718 |
2024 | 801,869 | 851,792 |
2024 | 1,125,869,000,000 | |
2025 | 243,000 | 523,722 |
2025 | 133,645 | 801,869 |
2025 | 376,645,000,000 | |
Total lease payments | 648,000 | 2,823,070 |
Total lease payments | 1,336,448 | 1,785,205 |
Total lease payments | 1,984,448,000,000 | |
Less: Imputed interest | 24,910 | |
Less: Imputed interest | 34,452 | 57,552 |
Less: Imputed interest | 59,362,000,000 | 285,493 |
Present value of lease liabilities | 623,090 | 2,537,577 |
Present value of lease liabilities | 1,301,996 | $ 1,727,653 |
Present value of lease liabilities | $ 1,925,086,000,000 |
Construction Backlog (Details_3
Construction Backlog (Details) - Schedule of Backlog of Signed Construction and Engineering Contract - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Backlog of Signed Construction and Engineering Contract [Abstract] | ||||
Balance - beginning of period | $ 6,810,762 | $ 3,217,909 | $ 3,217,909 | $ 25,117,461 |
New contracts and change orders during the period | 11,756,360 | 13,803,733 | 13,803,733 | 3,191,335 |
Adjustments and cancellations, net | 1,086,301 | 1,086,301 | (18,297,197) | |
Subtotal | 18,567,122 | 18,107,943 | 18,107,943 | 10,011,599 |
Less: contract revenue earned during the period | (14,566,351) | (11,297,181) | (11,297,181) | (6,793,690) |
Balance - end of period | $ 4,000,771 | $ 6,810,762 | $ 6,810,762 | $ 3,217,909 |
Construction Backlog (Details_4
Construction Backlog (Details) - Schedule of Remaining Unsatisfied Performance Obligation on Contracts - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Construction Backlog (Details) - Schedule of Remaining Unsatisfied Performance Obligation on Contracts [Line Items] | ||
Total Backlog | $ 4,000,771 | $ 6,810,762 |
Within One Year [Member] | ||
Construction Backlog (Details) - Schedule of Remaining Unsatisfied Performance Obligation on Contracts [Line Items] | ||
Total Backlog | 4,000,771 | $ 6,810,762 |
One to Two Years [Member] | ||
Construction Backlog (Details) - Schedule of Remaining Unsatisfied Performance Obligation on Contracts [Line Items] | ||
Total Backlog |
Segments and Disaggregated Re_4
Segments and Disaggregated Revenue (Details) - Schedule of Segments and Disaggregated Revenue - Operating Segments [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 3,965,361 | $ 4,130,257 | $ 14,566,351 | $ 20,289,826 |
Cost of revenue | 4,501,393 | 4,295,431 | 15,138,225 | 17,196,605 |
Operating expenses | 2,439,088 | 2,237,012 | 11,274,173 | 6,504,371 |
Operating income (loss) | (2,975,120) | (2,402,186) | (11,846,047) | (3,411,150) |
Other income (expense) | (633,014) | (45,965) | (837,051) | 347,131 |
Income (loss) before income taxes | (3,608,134) | (2,448,151) | (12,683,098) | (3,064,019) |
Net income attributable to non-controlling interest | (94,568) | 1,522,101 | ||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (3,608,134) | (2,353,583) | (12,683,098) | (4,586,120) |
Total assets | 25,334,074 | 28,956,916 | 25,334,074 | 28,956,916 |
Depreciation and amortization | 607,560 | 157,868 | 1,747,072 | 469,286 |
Capital expenditures | 530,057 | 244,201 | 530,055 | 1,996,200 |
Inter-segment revenue elimination | ||||
Construction Segments [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 3,965,361 | 2,692,519 | 14,566,351 | 8,648,873 |
Cost of revenue | 4,501,393 | 2,693,451 | 15,138,225 | 8,689,924 |
Operating expenses | (108,603) | 192,266 | 68,384 | 399,911 |
Operating income (loss) | (427,429) | (193,198) | (640,258) | (440,962) |
Other income (expense) | (308,988) | (3,563) | (56,796) | 487,339 |
Income (loss) before income taxes | (736,417) | (196,761) | (697,054) | 46,377 |
Net income attributable to non-controlling interest | ||||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (736,417) | (196,761) | (697,054) | 46,377 |
Total assets | 7,111,643 | 11,442,445 | 7,111,643 | 11,442,445 |
Depreciation and amortization | 53,147 | 142,301 | 146,917 | 429,056 |
Capital expenditures | 244,201 | 1,094,222 | ||
Inter-segment revenue elimination | ||||
Medical [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | 1,437,738 | 11,640,953 | ||
Cost of revenue | 1,601,980 | 8,506,681 | ||
Operating expenses | 138,240 | 25,271 | 139,135 | 52,336 |
Operating income (loss) | (138,240) | (189,513) | (139,135) | 3,081,936 |
Other income (expense) | ||||
Income (loss) before income taxes | (138,240) | (189,513) | (139,135) | 3,081,936 |
Net income attributable to non-controlling interest | (94,568) | 1,522,101 | ||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (138,240) | (94,945) | (139,135) | 1,559,835 |
Total assets | 4,581 | 2,191,019 | 4,581 | 2,191,019 |
Depreciation and amortization | 13,410 | 40,230 | ||
Capital expenditures | ||||
Inter-segment revenue elimination | ||||
Development [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | ||||
Cost of revenue | ||||
Operating expenses | 583,987 | 436,798 | 1,801,364 | 1,313,196 |
Operating income (loss) | (583,987) | (436,798) | (1,801,364) | (1,313,196) |
Other income (expense) | (339,556) | (52,157) | (814,601) | (173,726) |
Income (loss) before income taxes | (923,543) | (488,955) | (2,615,965) | (1,486,922) |
Net income attributable to non-controlling interest | ||||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (923,543) | (488,955) | (2,615,965) | (1,486,922) |
Total assets | 11,652,465 | 8,947,444 | 11,652,465 | 8,947,444 |
Depreciation and amortization | 121,706 | 2,157 | 208,412 | |
Capital expenditures | 3,805 | 893,785 | ||
Inter-segment revenue elimination | ||||
Corporate and Other [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | ||||
Cost of revenue | ||||
Operating expenses | 1,825,464 | 1,582,677 | 9,265,290 | 4,738,928 |
Operating income (loss) | (1,825,464) | (1,582,677) | (9,265,290) | (4,738,928) |
Other income (expense) | 15,530 | 9,755 | 34,346 | 33,518 |
Income (loss) before income taxes | (1,809,934) | (1,572,922) | (9,230,944) | (4,705,410) |
Net income attributable to non-controlling interest | ||||
Net income (loss) attributable to common stockholders of Safe & Green Holdings Corp. | (1,809,934) | (1,572,922) | (9,230,944) | (4,705,410) |
Total assets | 6,565,385 | $ 6,376,008 | 6,565,385 | 6,376,008 |
Depreciation and amortization | 432,707 | 1,391,743 | ||
Capital expenditures | $ 526,252 | $ 530,055 | 8,193 | |
Inter-segment revenue elimination |
Share-Based Compensation (Det_5
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense - Stock Based Compensation Plan [Member] - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense [Line Items] | ||||
Payroll and related expenses | $ 594,694 | $ 3,210,631 | $ 1,874,857 | |
Total | 594,694 | 3,210,631 | 1,874,857 | |
Payroll [Member] | ||||
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense [Line Items] | ||||
Payroll and related expenses | 594,694 | 3,210,631 | 1,874,857 | |
Total | $ 594,694 | $ 3,210,631 | $ 1,874,857 |
Share-Based Compensation (Det_6
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense by Security Type Included in the Condensed Consolidated Statements - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense by Security Type Included in the Condensed Consolidated Statements [Line Items] | ||||
Stock-based compensation expense | $ 594,694 | $ 3,210,631 | $ 1,874,857 | |
Stock Based Compensation Plan [Member] | ||||
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense by Security Type Included in the Condensed Consolidated Statements [Line Items] | ||||
Stock-based compensation expense | 594,694 | 3,210,631 | 1,874,857 | |
Equity Option [Member] | ||||
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense by Security Type Included in the Condensed Consolidated Statements [Line Items] | ||||
Stock-based compensation expense | ||||
Equity Option [Member] | Stock Based Compensation Plan [Member] | ||||
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense by Security Type Included in the Condensed Consolidated Statements [Line Items] | ||||
Stock-based compensation expense | ||||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense by Security Type Included in the Condensed Consolidated Statements [Line Items] | ||||
Stock-based compensation expense | $ 3,210,631 | $ 1,874,857 | ||
Restricted Stock Units (RSUs) [Member] | Stock Based Compensation Plan [Member] | ||||
Share-Based Compensation (Details) - Schedule of Stock-Based Compensation Expense by Security Type Included in the Condensed Consolidated Statements [Line Items] | ||||
Stock-based compensation expense | $ 594,694 |
Share-Based Compensation (Det_7
Share-Based Compensation (Details) - Schedule of Stock-Based Option Activities - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | |
Schedule Of Stock Based Option Activities Abstract | ||
Shares Outstanding, Ending balance (in Shares) | 36,436 | 36,436 |
Weighted Average Fair Value Per Share, Outstanding, Ending balance | $ 24.8 | $ 24.8 |
Weighted Average Exercise Price Per Share, Outstanding, Ending balance | $ 78.71 | $ 78.71 |
Weighted Average Remaining Terms (in years), Outstanding, Ending balance | 4 years 4 months 2 days | 3 years 10 months 2 days |
Aggregate Intrinsic Value, Ending balance (in Dollars) | ||
Shares, Exercisable (in Shares) | 36,436 | 36,436 |
Weighted Average Fair Value Per Share, Exercisable | $ 24.8 | $ 24.8 |
Weighted Average Exercise Price Per Share, Exercisable | $ 78.71 | $ 78.71 |
Weighted Average Remaining Terms (in years), Exercisable | 4 years 4 months 2 days | 3 years 10 months 2 days |
Aggregate Intrinsic Value, Exercisable (in Dollars) | ||
Shares, Granted (in Shares) | ||
Weighted Average Fair Value Per Share, Granted | ||
Weighted Average Exercise Price Per Share, Granted | ||
Shares, Exercised (in Shares) | ||
Weighted Average Fair Value Per Share, Exercised | ||
Weighted Average Exercise Price Per Share, Exercised | ||
Shares, Cancelled (in Shares) | ||
Weighted Average Fair Value Per Share, Cancelled | ||
Weighted Average Exercise Price Per Share, Cancelled |
Share-Based Compensation (Det_8
Share-Based Compensation (Details) - Schedule of Restricted Stock Unit Activities | 9 Months Ended |
Sep. 30, 2023 shares | |
Schedule Of Restricted Stock Unit Activities Abstract | |
Non-vested balance at beginning | 1,190,935 |
Granted | 585,000 |
Vested | (1,775,935) |
Forfeited/Expired | |
Non-vested balance at ending |