Current Report Filing (8-k)
April 15 2020 - 6:29AM
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):
April 13, 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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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. ☐
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Item 5.02.
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Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Consulting Agreement
On April 13, 2020, SG
Blocks, Inc. (the “Company”) entered into a consulting agreement with SMA Development Group, LLC, an entity
of which Stevan Armstrong is the sole member and manager, pursuant to which Mr. Armstrong was retained to serve as the Company’s
Chief Technology Officer and provide services for a monthly fee of $4,166.67, plus a phone reimbursement of $75 per month. The
consulting agreement provides for an initial term that expires December 31, 2020, with automatic renewals of an additional three
months unless earlier terminated pursuant to the provisions of the consulting agreement. Mr. Armstrong currently provides services
to the Company pursuant to the terms of the consulting agreement on a part-time basis.
The foregoing
description of the consulting agreement is not complete and is qualified in its entirety by reference to the full text of the consulting
agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
RSU Grants
On April 14, 2020, the Compensation Committee
of the Board of Directors (the “Board”) of the Company granted the following restricted stock units (“RSUs”):
11,331 RSUs were granted to the Company’s Chairman of the Board and Chief Executive Officer, 4,000 RSUs were granted to each
of the Company’s three independent members of the Board (Yaniv Blumenfeld, Christopher Melton and James C. Potts) and 3,000
RSUs were granted to the Company’s Acting Chief Financial Officer). Each RSU represents the contingent right to receive one
share of the Company’s common stock, par value $0.01 per share. The RSUs vest in full one year after the date of the grant
(April 14, 2021).
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: April 15, 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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