Item 5.03. Amendments to
Articles of Incorporation or Bylaws.
At the 2020 Special
Meeting of Stockholders of SG Blocks, Inc. (the “Company”) held on January 15, 2020, the stockholders of the Company
approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), to implement a reverse stock split of the Company’s common stock, par value $0.01 per share, with
the ratio to be determined by the Board of Directors (the “Board”) of the Company, within a range of not less than
1-for-2 or greater than 1-for-50. Subsequently on January 20, 2020, the Board determined to fix the ratio for the reverse
stock split at 1-for-20. Thereafter, on February 4, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation
(the “Certificate of Amendment”) with the Secretary of State of the State of Delaware, to implement the 1-for-20 reverse
split of its common stock (the “Reverse Stock Split”). The Reverse Stock Split will be effective as of 11:01 p.m. (Eastern
Time) on February 5, 2020 (the “Effective Time”), and the Company’s common stock will begin trading on The NASDAQ
Capital Market on a post-split basis on February 6, 2020.
As a result of the
Reverse Stock Split, every twenty (20) shares of the Company’s issued and outstanding common stock, par value $0.01,
prior to the Effective Time will be converted into one (1) share of common stock, par value $0.01, reducing the number of
issued and outstanding shares of the Company’s common stock from approximately 23.2 million shares to approximately 1.16
million shares. The Company’s transfer agent, American Stock Transfer & Trust Company, LLC (“AST”), will
serve as exchange agent for the reverse stock split and will provide instructions to stockholders of record regarding the process
for exchanging shares.
Because the Certificate
of Amendment did not reduce the number of authorized shares of the Company’s common stock, the effect of the Certificate
of Amendment and the Reverse Stock Split is to increase the number of shares of common stock available for issuance relative to
the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of the Company’s common
stock or modify any voting rights or other terms of the common stock.
No fractional shares
will be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares
because they hold a number of pre-reverse stock split shares of the Company’s common stock not evenly divisible by twenty,
will, in lieu of a fractional share, be entitled, upon surrender to the exchange agent of certificate(s) representing their pre-split
shares or upon conversion of their shares held in book-entry, to a cash payment equal to the product obtained by multiplying (i)
the number of shares of common stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged
for such fractional share interest, and (ii) the average closing sales price of the common stock as reported on the NASDAQ Capital
Market for the ten (10) days preceding the Effective Time.
AST will be issuing
all of the post-split shares (except for restricted shares) through their paperless Direct Registration System (“DRS”),
also known as “book-entry form,” unless otherwise requested by the stockholder. AST will hold the shares in an account
set up for the stockholder. Stockholders who wish to hold paper certificates may obtain such certificates upon request to AST.
All book-entry or
other electronic positions representing issued and outstanding shares of the Company’s common stock will be automatically
adjusted. Those stockholders holding common stock in “street name” will receive instructions from their brokers.
In addition, pursuant
to their terms, a proportionate adjustment will be made to the per share exercise price and number of shares issuable under all
of the Company’s outstanding stock options and warrants to purchase shares of common stock, and the number of shares authorized
and reserved for issuance pursuant to the Company’s equity incentive plans will be reduced proportionately.
After the Reverse
Stock Split, the trading symbol for the Company’s common stock will continue to be “SGBX”. The new CUSIP number
for the Company’s common stock following the Reverse Stock Split is 78418A505.
The above description
of the Certificate of Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified in its
entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1, as filed with the Secretary
of State of the State of Delaware on February 4, 2020.