Current Report Filing (8-k)
February 06 2020 - 7:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): February 4, 2020
SG
BLOCKS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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001-38037
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95-4463937
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification Number)
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195
Montague Street, 14th Floor
Brooklyn,
NY 11201
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: 646-240-4235
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol(s)
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Name
of Each Exchange on Which Registered
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Common
Stock, par value $0.01
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SGBX
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On February 4, 2020,
SG Blocks, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with an accredited investor, pursuant to which the Company issued to the investor a secured note in
the aggregate principal amount of $200,000 (the “Note”). The Note is one of a series of up to $400,000
of notes that may be issued by the Company, bears interest at a rate of nine percent (9%) per annum, is due on July 31, 2023,
and is secured under a Pledge Agreement, dated February 4, 2020, entered into with the investor (the “Pledge Agreement”)
by a security interest in the royalty payable to the Company under that certain Exclusive License Agreement, dated October 3,
2019, with CPF GP 2019-1 LLC. The Company has the right to prepay the Note, in whole or in part, at any time and from time to
time, without premium or penalty.
The
foregoing descriptions of the terms of the Note, the Purchase Agreement and the Pledge Agreement do not purport to be complete
and are qualified in their entirety by reference to the full text of the forms of the Note, the Purchase Agreement and the Pledge
Agreement, copies of each of which are filed as Exhibits 4.1, 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item
2.03.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are filed with this Current Report on Form 8-K:
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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SG
Blocks, Inc.
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Dated: February
6, 2020
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By:
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/s/
Paul Galvin
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Paul Galvin
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Chairman and CEO
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2
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