Exhibit 99.4
SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
F-1
Description of the Business Combination
On February 25, 2025, Safe and Green Development Corporation (the “Company” or “SGD”) entered into a definitive Membership Interest Purchase Agreement (the “Purchase Agreement”) with Resource Group US Holdings LLC (“Resource Group”), a Florida limited liability company, and its equityholders. On June 2, 2025, pursuant to an amendment to the Purchase Agreement (the “Amendment”), the Company consummated the acquisition of all of the issued and outstanding membership interests of Resource Group, with Resource Group continuing as the surviving company and becoming a wholly owned subsidiary of the Company (the “Acquisition”).
On June 2, 2025, Safe and Green Development Corporation (the “Company”) entered into an Amendment (the “Amendment”) to Membership Interest Purchase Agreement, dated February 25, 2025, (the “Purchase Agreement”) with Resource Group US Holdings LLC, a Florida limited liability company (“Resource Group”), and the members of Resource Group (the “Equityholders”). The Amendment alters the consideration to be paid by the Company to the Equityholders in connection with the purchase of 100% of the membership interests of Resource Group. Pursuant to the Amendment, the purchase price for the membership interests of Resource Group was amended to be comprised of (i) $480,000 in principal amount of unsecured 6% promissory notes due on the first anniversary of the closing, (ii) the issuance of shares of the Company’s restricted common stock (the “Closing Shares”) equal to 19.99% of the Company’s outstanding shares of common stock on the date the Purchase Agreement was executed; and (iii) 1,500,000 shares of a newly designated series of non-voting Series A Convertible Preferred Stock (the “Series A Preferred Stock”) (which, subject to the approval of the Company’s stockholders and The Nasdaq Stock Market (“Nasdaq”) not objecting to the conversion and the Company continuing to meet and being eligible to meet the Nasdaq continued listing requirements after conversion), would be convertible into 9,000,000 restricted shares of the Company’s common stock). The Amendment also provides that, subject to shareholder approval, the Company will issue an aggregate of 41,182 additional shares of Company common stock to the Equityholders upon the approval of such issuance by the Company’s stockholders at the Company’s stockholders’ meeting and provided that the Company continues to meet and is eligible to meet the Nasdaq continued listing requirements.
Safe and Green Development Corporation is considered to be the accounting acquirer, as further discussed in “Note 1 — Basis of Presentation” of this unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial statements are presented for informational purposes only, in accordance with Article 11 of Regulation S-X and are not intended to represent or to be indicative of the income or financial position that the Company would have reported had the Merger been completed as of the dates set forth in the unaudited pro forma condensed combined financial statements due to various factors. The unaudited pro forma condensed combined statement of financial position does not purport to represent the future financial position of the Company and the unaudited pro forma condensed combined statements of operations do not purport to represent the future results of operations of the Company.
The unaudited pro forma condensed balance sheet and statement of operations for the three months ended March 31, 2025 and 2024 combines the historical condensed statement of operations of the Company the year ended December 31, 2023 and the historical balance sheet and statement of operations of Resource Group US, LLC for the same periods on a pro forma basis as if the Merger had been consummated on January 1, 2023. The unaudited pro forma condensed balance sheet and statement of operations for the year ended December 31, 2024 combines the historical condensed statement of operations of the Company the year ended December 31, 2024 and the historical balance sheet and statement of operations of Resource Group US, LLC for the same periods on a pro forma basis as if the Merger had been consummated on January 1, 2024. The unaudited pro forma condensed balance sheet and statement of operations for the year ended December 31, 2023 combines the historical condensed statement of operations of the Company the year ended December 31, 2023 and the historical balance sheet and statement of operations of Resource Group US, LLC for the same periods on a pro forma basis as if the Merger had been consummated on January 1, 2023.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger.
The unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the Merger, and should be read in conjunction with the following:
| ● | The audited financial statements of the Company included in its annual report, on Form 10-K, for the year ended December 31, 2023, filed with the Commission on March 31, 2024. | |
| ● | The audited financial statements of the Company included in its annual report, on Form 10-K, for the year ended December 31, 2024, filed with the Commission on March 31, 2025. | |
| ● | The unaudited financial statements of the Company included in its quarterly report, on Form 10-Q, for the three months ended March 31, 2025, filed with the Commission on May 15, 2025. | |
| ● | The unaudited financial statements of the Company included in its quarterly report, on Form 10-Q, for the three months ended March 31, 2025, filed with the Commission on May 15, 2024. |
| ● | The audited financial statements of Resource Group US, LLC as of for the year ended December 31, 2024 and December 31, 2023 included in this Form 8-K/A. | |
| ● | The unaudited financial statements of Resource Group US, LLC as of for the three months ended March 31, 2025 and March 31, 2024 included in this Form 8-K/A. |
| ● | The sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the Company’s annual report, on Form 10-K, for the year ended December 31, 2024, and for the year ended December 31, 2023 with the Commission on March 31, 2025, March 31, 2024. |
F-2
SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ProForma Balance Sheets as of March 31, 2025 (Unaudited)
Safe and Green Development Corporation | Resource Group US, LLC | Adjustments | Combined March 31, | |||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 17,540 | $ | 361,139 | $ | - | $ | 378,679 | ||||||||
| Accounts receivable, net | - | 1,402,611 | - | 1,402,611 | ||||||||||||
| Inventory | - | 923,928 | - | 923,928 | ||||||||||||
| Prepaid expenses and other current assets | 248,811 | 47,863 | - | 296,674 | ||||||||||||
| Notes receivable | 5,460,672 | - | - | 5,460,672 | ||||||||||||
| Current Assets | 5,727,023 | 2,735,541 | - | 8,462,564 | ||||||||||||
| Assets held for sale | 4,400,361 | - | 4,400,361 | |||||||||||||
| Land | 1,058,680 | - | - | 1,058,680 | ||||||||||||
| Property and equipment, net | 5,680 | 5,861,455 | - | 5,867,135 | ||||||||||||
| Project development costs and other non-current assets | 96,239 | - | - | 96,239 | ||||||||||||
| Equity-based investments | 795,596 | - | - | 795,596 | ||||||||||||
| Intangible assets, net | 1,022,197 | - | - | 1,022,197 | ||||||||||||
| Right-of-use assets | - | 331,192 | - | 331,192 | ||||||||||||
| Goodwill | - | - | 22,699,970 | 1 | 22,699,970 | |||||||||||
| Total Assets | $ | 13,105,776 | $ | 8,928,188 | $ | 22,699,970 | $ | 44,733,934 | ||||||||
| Liabilities and Stockholder’s Equity (Deficit) | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued expenses | $ | 1,824,031 | $ | 3,228,809 | $ | - | $ | 5,052,840 | ||||||||
| Due to affiliates | - | 2,575,720 | - | 2,575,720 | ||||||||||||
| Notes payable, current | 8,690,048 | 5,857,990 | - | 14,548,038 | ||||||||||||
| Notes payable – related party, current | - | 4,992,266 | 480,000 | 2 | 5,472,266 | |||||||||||
| Deferred gain on sale | 1,475,000 | - | - | 1,475,000 | ||||||||||||
| Operating lease liabilities, current | - | 53,887 | - | 53,887 | ||||||||||||
| Finance lease liabilities, current | - | 187,158 | - | 187,158 | ||||||||||||
| Total Current Liabilities | 11,989,079 | 16,895,830 | 480,000 | 29,364,909 | ||||||||||||
| Notes payable, net of current portion | 815,569 | 3,738,278 | - | 4,553,847 | ||||||||||||
| Operating lease liabilities, net of current portion | - | 297,519 | - | 297,519 | ||||||||||||
| Finance lease liabilities, net of current portion | - | 1,124,349 | - | 1,124,349 | ||||||||||||
| Total Liabilities | 12,804,648 | 22,055,976 | 480,000 | 35,340,624 | ||||||||||||
| Stockholder’s Equity (Deficit): | ||||||||||||||||
| Common stock | 2,255 | - | 377 | 3 | 2,632 | |||||||||||
| Preferred stock | - | - | 1,500 | 4 | 1,500 | |||||||||||
| Additional paid-in capital | 18,352,993 | - | 9,090,305 | 5 | 27,443,298 | |||||||||||
| Accumulated deficiency | (18,219,015 | ) | - | - | (18,219,015 | ) | ||||||||||
| Members deficit | - | (13,127,788 | ) | 13,127,788 | 6 | - | ||||||||||
| Noncontrolling | 164,895 | - | - | 164,895 | ||||||||||||
| Total Stockholder’s Equity (Deficit) | 301,128 | (13,127,788 | 22,219,970 | 9,393,310 | ||||||||||||
| Total Liabilities and Stockholder’s Equity (Deficit) | $ | 13,105,776 | $ | 8,928,188 | $ | 22,699,970 | $ | 44,733,934 | ||||||||
F-3
SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ProForma Balance Sheets as of December 31, 2024 (Unaudited)
| Safe and Green Development Corporation | Resource Group US, LLC | Adjustments | Combined December 31, 2024 | |||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 296,202 | $ | 403,043 | $ | - | $ | 699,245 | ||||||||
| Accounts receivable, net | - | 1,490,995 | - | 1,490,995 | ||||||||||||
| Inventory | - | 738,297 | - | 738,297 | ||||||||||||
| Prepaid expenses and other current assets | 547,296 | 59,560 | - | 606,856 | ||||||||||||
| Notes receivable | 960,672 | - | - | 960,672 | ||||||||||||
| Current Assets | 1,804,170 | 2,691,895 | - | 4,496,065 | ||||||||||||
| Assets held for sale | 4,400,361 | - | 4,400,361 | |||||||||||||
| Land | 1,225,347 | - | - | 1,225,347 | ||||||||||||
| Property and equipment, net | 546,756 | 6,296,723 | - | 6,843,479 | ||||||||||||
| Project development costs and other non-current assets | 96,239 | - | - | 96,329 | ||||||||||||
| Equity-based investments | 3,642,607 | - | - | 3,642,607 | ||||||||||||
| Intangible assets, net | 1,038,312 | 13,889 | - | 1,052,201 | ||||||||||||
| Right-of-use assets | - | 348,575 | - | 348,575 | ||||||||||||
| Goodwill | - | - | 21,958,557 | 1 | 21,958,557 | |||||||||||
| Total Assets | 12,753,792 | $ | 9,351,082 | $ | 21,958,557 | $ | 44,063,431 | |||||||||
| Liabilities and Stockholder’s Equity (Deficit) | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued expenses | $ | 1,301,276 | $ | 2,912,508 | $ | - | $ | 4,213,784 | ||||||||
| Due to affiliates | 399,660 | 2,502,241 | - | 2,901,901 | ||||||||||||
| Notes payable, current | 8,699,721 | 5,494,786 | - | 14,194,507 | ||||||||||||
| Notes payable – related party, current | - | 4,992,266 | 480,000 | 2 | 5,472,266 | |||||||||||
| Operating lease liabilities, current | - | 50,536 | - | 50,536 | ||||||||||||
| Finance lease liabilities, current | - | 202,886 | - | 202,886 | ||||||||||||
| Total Current Liabilities | 10,400,657 | 16,155,223 | 480,000 | 27,035,880 | ||||||||||||
| Notes payable, net of current portion | 1,499,957 | 4,110,484 | - | 5,610,441 | ||||||||||||
| Operating lease liabilities, net of current portion | - | 305,502 | - | 305,502 | ||||||||||||
| Finance lease liabilities, net of current portion | - | 1,166,248 | - | 1,166,248 | ||||||||||||
| Total Liabilities | 11,900,614 | 21,737,457 | 480,000 | 34,118,071 | ||||||||||||
| Stockholder’s Equity (Deficit): | ||||||||||||||||
| Common stock | 1,487 | - | 377 | 3 | 1,864 | |||||||||||
| Preferred stock | - | - | 1,500 | 4 | 1,500 | |||||||||||
| Additional paid-in capital | 16,659,151 | - | 9,090,305 | 5 | 25,749,456 | |||||||||||
| Accumulated deficiency | (16,039,022 | ) | - | - | (16,039,022 | ) | ||||||||||
| Members deficit | - | (12,386,375 | ) | 12,386,375 | 6 | - | ||||||||||
| Noncontrolling | 231,562 | - | - | 231,562 | ||||||||||||
| Total Stockholder’s Equity (Deficit) | 853,178 | (12,386,375 | ) | 21,478,557 | 9,945,360 | |||||||||||
| Total Liabilities and Stockholder’s Equity (Deficit) | $ | 12,753,792 | $ | 9,351,082 | $ | 21,958,557 | $ | 44,063,431 | ||||||||
F-4
SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ProForma Balance Sheets December 31, 2023 (Unaudited)
| Safe and Green Development Corporation | Resource Group US, LLC | Adjustments | Combined December 31, 2023 | |||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 3,236 | $ | 765,277 | $ | - | $ | 768,513 | ||||||||
| Accounts receivable, net | - | 1,539,330 | - | 1,539,330 | ||||||||||||
| Inventory | - | 282,509 | - | 282,509 | ||||||||||||
| Prepaid expenses and other current assets | 231,989 | 330,635 | - | 562,624 | ||||||||||||
| Notes receivable | - | - | - | - | ||||||||||||
| Current Assets | 235,225 | 2,917,751 | - | 3,152,976 | ||||||||||||
| Assets held for sale | 4,400,361 | - | - | 4,400,361 | ||||||||||||
| Land | 1,190,655 | - | - | 1,190,655 | ||||||||||||
| Property and equipment, net | 3,569 | 6,364,945 | - | 6,368,514 | ||||||||||||
| Project development costs and other non-current assets | 65,339 | - | - | 65,339 | ||||||||||||
| Equity-based investments | 3,642,607 | - | - | 3,642,607 | ||||||||||||
| Intangible assets, net | 22,210 | 41,667 | - | 63,877 | ||||||||||||
| Due from affiliates | - | 293,772 | - | 293,772 | ||||||||||||
| Right-of-use assets | - | 394,378 | - | 394,378 | ||||||||||||
| Goodwill | - | - | 17,487,690 | 7 | 17,487,690 | |||||||||||
| Total Assets | 9,559,966 | $ | 10,012,513 | $ | 17,487,690 | $ | 37,060,169 | |||||||||
| Liabilities and Stockholder’s Equity (Deficit) | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable and accrued expenses | $ | 601,292 | $ | 1,755,254 | $ | - | $ | 2,356,546 | ||||||||
| Due to affiliates | 260,000 | 926,000 | - | 1,186,000 | ||||||||||||
| Notes payable, current | 6,810,897 | 4,139,566 | - | 10,950,463 | ||||||||||||
| Notes payable – related party, current | - | 4,992,266 | 480,000 | 2 | 5,472,266 | |||||||||||
| Operating lease liabilities, current | - | 36,878 | - | 36,878 | ||||||||||||
| Finance lease liabilities, current | - | 209,540 | - | 209,540 | ||||||||||||
| Total Current Liabilities | 7,672,189 | 12,059,504 | 480,000 | 20,211,693 | ||||||||||||
| Notes payable, net of current portion | - | 4,859,663 | - | 4,859,663 | ||||||||||||
| Operating lease liabilities, net of current portion | - | 362,848 | - | 362,848 | ||||||||||||
| Finance lease liabilities, net of current portion | - | 646,006 | - | 646,006 | ||||||||||||
| Total Liabilities | 7,672,189 | 17,928,021 | 480,000 | 26,080,210 | ||||||||||||
| Stockholder’s Equity (Deficit) | ||||||||||||||||
| Common stock | 510 | - | 377 | 3 | 887 | |||||||||||
| Preferred stock | - | - | 1,500 | 4 | 1,500 | |||||||||||
| Additional paid-in capital | 9,017,814 | - | 9,090,305 | 5 | 18,108,119 | |||||||||||
| Accumulated deficiency | (7,130,547 | ) | - | - | (7,130,547 | ) | ||||||||||
| Members deficit | - | (7,915,508 | ) | 7,915,508 | 8 | - | ||||||||||
| Noncontrolling | - | - | - | - | ||||||||||||
| Total Stockholder’s Equity (Deficit) | 1,887,777 | (7,915,508 | ) | 17,007,690 | 10,979,959 | |||||||||||
| Total Liabilities and Stockholder’s Equity (Deficit) | $ | 9,559,966 | $ | 10,012,513 | $ | 17,487,690 | $ | 37,060,169 | ||||||||
F-5
SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ProForma Statements of Operations For the Three Months Ended March 31, 2025 (Unaudited)
| Safe and Green Development Corporation | Resource Group US, LLC | Adjustments | Combined March 31, 2025 | |||||||||||||
| Revenue: | $ | 18,170 | $ | 5,278,563 | $ | - | $ | 5,296,733 | ||||||||
| Costs of revenue | 11,800 | 3,225,633 | - | 3,237,433 | ||||||||||||
| Gross profit | 6,370 | 2,052,930 | - | 2,059,300 | ||||||||||||
| General and administrative expenses | 1,270,232 | 2,135,408 | - | 3,405,640 | ||||||||||||
| Operating loss | (1,263,862 | ) | (82,478 | ) | - | (1,346,340 | ) | |||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (954,648 | ) | (756,697 | ) | - | (1,711,345 | ) | |||||||||
| Interest income | 23,688 | - | - | 23,688 | ||||||||||||
| Gain on settlement of debt | 97,498 | - | 97,498 | |||||||||||||
| Other income | 14,829 | - | - | 14,829 | ||||||||||||
| Net loss | $ | (2,179,993 | ) | $ | (741,677 | ) | $ | - | $ | (2,921,670 | ) | |||||
F-6
SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ProForma Statements of Operations For the Three Months Ended March 31, 2024 (Unaudited)
| Safe and Green Development Corporation | Resource Group US, LLC | Adjustments | Combined March 31, 2024 | |||||||||||||
| Revenue: | $ | 49,816 | $ | 4,091,988 | $ | - | $ | 4,141,804 | ||||||||
| Costs of revenue | - | 3,354,307 | - | 3,354,307 | ||||||||||||
| Gross profit | 49,816 | 737,681 | - | 787,497 | ||||||||||||
| General and administrative expenses | 2,551,491 | 1,919,506 | - | 4,470,997 | ||||||||||||
| Operating loss | (2,501,675 | ) | (1,181,825 | ) | - | (3,683,500 | ) | |||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (565,996 | ) | (470,726 | ) | - | (1,036,722 | ) | |||||||||
| Net loss | $ | (3,067,671 | ) | $ | (1,652,551 | ) | $ | - | $ | (4,720,222 | ) | |||||
F-7
SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ProForma Statements of Operations For the Year Ended December 31, 2024 (Unaudited)
| Safe and Green Development Corporation | Resource Group US, LLC | Adjustments | Combined December 31, 2024 | |||||||||||||
| Revenue: | $ | 207,552 | $ | 18,154,944 | $ | - | $ | 18,362,496 | ||||||||
| Costs of revenue | 182,656 | 12,524,997 | - | 12,707,653 | ||||||||||||
| Gross profit | 24,896 | 5,629,947 | - | 5,654,843 | ||||||||||||
| General and administrative expenses | 6,583,802 | 7,945,899 | - | 14,529,701 | ||||||||||||
| Operating loss | (6,558,906 | ) | (2,315,952 | ) | - | (8,874,858 | ) | |||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (3,474,344 | ) | (2,160,315 | ) | - | (5,634,659 | ) | |||||||||
| Gain on sale | 1,067,540 | - | - | 1,067,540 | ||||||||||||
| Interest income | 12,107 | - | - | 12,107 | ||||||||||||
| Other income | 45,128 | - | - | 45,128 | ||||||||||||
| Net loss | $ | (8,908,475 | ) | $ | (4,476,267 | ) | $ | - | $ | (13,384,742 | ) | |||||
F-8
SAFE AND GREEN DEVELOPMENT CORPORATION AND SUBSIDIARIES
ProForma Statements of Operations For the Year Ended December 31, 2023 (Unaudited)
| Safe and Green Development Corporation | Resource Group US, LLC | Adjustments | Combined December 31, 2023 | |||||||||||||
| Revenue: | $ | - | $ | 16,418,032 | $ | - | $ | 16,418,032 | ||||||||
| Costs of revenue | - | 13,107,638 | - | 13,107,638 | ||||||||||||
| Gross profit | - | 3,310,394 | - | 3,310,394 | ||||||||||||
| General and administrative expenses | 3,023,448 | 6,722,364 | - | 9,745,812 | ||||||||||||
| Operating loss | (3,023,448 | ) | (3,411,970 | ) | - | (6,435,418 | ) | |||||||||
| Other expense: | ||||||||||||||||
| Interest expense | (1,178,311 | ) | (1,540,025 | ) | - | (2,718,336 | ) | |||||||||
| Gain on sale | - | - | - | - | ||||||||||||
| Interest income | - | - | - | - | ||||||||||||
| Other income | 1,218 | - | - | 1,218 | ||||||||||||
| Net loss | $ | (4,200,541 | ) | $ | (4,951,995 | ) | $ | - | $ | (9,152,536 | ) | |||||
F-9
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Basis of Presentation
In accordance with ASC 805 - Business Combination, the Company will be considered as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Company will record the assets and, identifiable intangibles acquired and liabilities assumed in the Merger at their fair values at the date of acquisition. Any remaining purchase price not allocated to these items will be recorded as goodwill.
The unaudited pro forma condensed combined balance sheet and statement of operations as of March 31, 2025 combines the historical unaudited condensed balance sheet and statement of operations of the Company as of March 31, 2025 and the historical unaudited balance sheet and statement of operations of Resource Group US, LLC as of March 31, 2025 on a pro forma basis as if the Merger had been consummated on March 31, 2025. The unaudited pro forma condensed balance sheet and statement of operations for the year ended December 31, 2024 combines the historical condensed statement of operations of the Company the year ended December 31, 2024 and the historical balance sheet and statement of operations of Resource Group US, LLC for the same periods on a pro forma basis as if the Merger had been consummated on January 1, 2024. The unaudited pro forma condensed balance sheet and statement of operations for the year ended December 31, 2023 combines the historical condensed statement of operations of the Company the year ended December 31, 2023 and the historical balance sheet and statement of operations of Resource Group US, LLC for the same periods on a pro forma basis as if the Merger had been consummated on January 1, 2023.
The pro forma adjustments reflecting the consummation of the Merger and related transactions are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the differences may be material. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Merger and related transactions based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Merger. The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Merger and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the Company. They should be read in conjunction with the historical financial statements and notes thereto of the Company and Medicx.
F-10
Note 2. Accounting Policies
In connection with the consummation of the Merger, management is performing a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the Company. Based on its initial analysis, management did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies.
Note 3. Adjustments to Unaudited Pro Forma Condensed Combined Financial Statements
The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2025 and December 31, 2024 and 2023 are as follows:
| 1. | Reflects the preliminary purchase price allocation and elimination of the historical member’s deficit for the year ended December 2024; |
| 2. | Represents the $480,000 of unsecured 6% promissory notes issued to the Equityholder’s of Resource Group US, LLC in connection with the Membership Interest Purchase Agreement; |
| 3. | Reflects the issuance of 376,818 shares of the Company’s common stock in connection with the Membership Interest Purchase Agreement; |
| 4. | Reflects the issuance of 1,500,000 shares of Series A Preferred Stock (which, subject to the approval of the Company’s stockholders, would be convertible into 9,000,000 restricted shares of the Company’s common stock); |
| 5. | Represents the issuance of: (i) 376,818 shares of the Company’s common stock in connection with the Membership Interest Purchase Agreement valued at the closing price of the Company’s common stock on June 2nd, 2025 of $1.20 (ii) the issuance of 1,500,000 shares of Series A Preferred Stock converted into 9,000,000 shares of the Company’s restricted common stock valued at a 20% discount to the closing price of the Company’s common stock on June 2nd, 2025 of $1.20 |
| 6. | Reflects the elimination of historical member’s deficit for the year ended December 31 2024. |
| 7. | Reflects the preliminary purchase price allocation and elimination of the historical member’s deficit for the year ended December 31, 2023; |
| 8. | Reflects the elimination of historical member’s deficit for the year ended December 31 2023. |
F-11