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)
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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:
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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 3.03. Material Modification to Rights
of Security Holders.
To the extent required
by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current
Report on Form 8-K is incorporated by reference herein.
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.
Item 8.01. Other Events.
As previously reported,
the Company currently has until June 29, 2020 to regain compliance with the NASDAQ Stock Market’s minimum bid price requirement,
and, to regain compliance, the Company’s common stock must have a minimum bid price per share of at least $1.00 for 10 consecutive
business days. The principal reason for the Reverse Stock Split is to increase the per share trading price of the Company’s
common stock in order to help ensure a share price high enough to satisfy the $1.00 per share minimum bid price requirement. However,
there can be no assurance that the Reverse Stock Split will have the desired effect of sufficiently raising the bid price of the
Company’s common stock for the required period.
In addition, on February
5, 2020, the Company issued a press release relating to the matters described in this Current Report on Form 8-K. A copy of the
press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01. Financial Statements and
Exhibits.
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 5, 2020
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By:
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/s/ Paul Galvin
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Name: Paul Galvin
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Title: Chairman and CEO
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
SG BLOCKS, INC.
(a Delaware Corporation)
SG Blocks, Inc., a
corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does
hereby certify:
1. The Board of Directors
of the Corporation has duly adopted resolutions pursuant to Section 242 of the General Corporation Law of the State of Delaware
setting forth a proposed amendment to the Amended and Restated Certificate of Incorporation of the Corporation, as amended (the
“Amended and Restated Certificate of Incorporation”), and declaring said amendment to be advisable. The
requisite stockholders of the Corporation have duly approved said proposed amendment in accordance with Section 242 of the General
Corporation Law of the State of Delaware. The amendment amends the Amended and Restated Certificate of Incorporation of the Corporation
as follows:
Article Fourth is
hereby amended to add the following paragraph immediately after the first paragraph of Article Fourth:
“Upon
this Certificate of Amendment to the Amended and Restated Certificate of Incorporation becoming effective pursuant to the General
Corporation Law of the State of Delaware (the “Effective Time”),
the shares of the Corporation’s Common Stock, par value $0.01 per share, issued and outstanding immediately prior to the
Effective Time and the shares of Common Stock issued and held in the treasury of the Corporation immediately prior to the Effective
Time shall be reclassified as and combined into a smaller number of shares such that every twenty (20) shares of issued and outstanding
Common Stock immediately prior to the Effective Time are automatically combined into one (1) validly issued, fully paid and nonassessable
share of Common Stock, par value $0.01 per share. Notwithstanding the immediately preceding sentence, no fractional shares shall
be issued and, in lieu thereof, any person who would otherwise be entitled to a fractional share of Common Stock as a result of
the reclassification and combination following the Effective Time (after taking into account all fractional shares of Common Stock
otherwise issuable to such holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock
held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest
multiplied by the average closing sales price of the Common Stock as reported on the NASDAQ for the ten (10) days preceding the
Effective Time.
Each stock certificate
that, immediately prior to the Effective Time, represented shares of Common Stock that were issued and outstanding immediately
prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the
same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which the shares of Common
Stock formerly represented by such certificate shall have been reclassified and combined (as well as the right to receive cash
in lieu of fractional shares of Common Stock after the Effective Time), provided however, that each person of record holding a
certificate that represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time shall
receive, upon surrender of such certificate, a new certificate evidencing and representing the number of whole shares of Common
stock after the Effective Time into which the shares of Common Stock formerly represented by such certificate shall have been combined.”
2. This Certificate
of Amendment shall be effective at 11:01 p.m. Eastern Time on February 5, 2020.
IN WITNESS WHEREOF,
the Corporation has caused this Certificate of Amendment to the Corporation’s Amended and Restated Certificate of Incorporation,
as amended, to be signed by Paul M. Galvin, its Chairman, Chief Executive Officer and Chief Operating Officer, this 4th
day of February, 2020.
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SG BLOCKS, INC.
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By:
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/s/ Paul M. Galvin
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Paul M. Galvin
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Chairman, Chief Executive Officer and Chief Operating Officer
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Exhibit 99.1
SG Blocks Announces Reverse Stock Split
BROOKLYN,
N.Y.—February 5, 2020—SG Blocks, Inc. (Nasdaq: SGBX) (“SG Blocks” or the “Company”), a leading
designer, innovator and fabricator of container-based structures, has announced a reverse stock split of its shares of common
stock at a ratio of 1-for-20. The reverse stock split will take effect as of 11:01 p.m. (Eastern Time), February 5, 2020. Shares
of SG Blocks common stock will trade on a post-split basis on the Nasdaq Capital Market under the existing trading symbol, “SGBX,”
at the market open on February 6, 2020.
During the company’s 2020 special
stockholder meeting held January 15, 2020, stockholders approved the company’s reverse stock split, and granted the board
of directors the authority to implement and determine the exact split ratio, which was set by the board at 1-for-20. Following
the reverse stock split, the new CUSIP number will be 78418A505, with the par value per share of common stock remaining at $0.01.
A proportionate adjustment will be made to the per-share exercise prices and number of shares issuable under all outstanding stock
options and warrants.
As previously reported, SG Blocks has until
June 29, 2020, to regain compliance with the Nasdaq’s minimum bid price requirement. To regain compliance, SG Block’s
common stock must have a minimum bid price per share of at least $1.00 for 10 consecutive business days. The reverse stock split
is intended to increase the market price per share to help ensure a share price high enough to satisfy the $1.00 minimum bid price
requirement by Nasdaq. However, there is no assurance that the reverse stock split will have the desired effect of sufficiently
increasing the bid price of SG Block’s common stock for the required period.
When the reverse stock split becomes effective,
every 20 shares of the company’s issued and outstanding common stock will be combined into one share of common stock. Effecting
the reverse stock split will reduce the number of issued and outstanding common stock from approximately 23.2 million shares to
approximately 1.16 million shares. The reverse stock split will also subsequently adjust outstanding options issued under SG Block’s
equity incentive plan and outstanding warrants to purchase common stock.
No fractional shares will be issued in
connection with the reverse stock split. Stockholders of record will receive a cash payment in lieu of fractional shares to which
they would otherwise be entitled. Stockholders with shares held in certificate form will receive a Letter of Transmittal with instructions
from SG Block’s transfer and exchange agent, American Stock Transfer & Trust Company, LLC. Stockholders that hold shares
in book-entry form or in brokerage accounts are not required to take any action, and will see the impact of the reverse stock split
reflected in their accounts. Additionally, beneficial holders may contact their bank, broker, custodian or other nominee with questions
regarding processing procedures for the reverse stock split. Additional information is available in the Form 8-K filed today with
the U.S. Securities and Exchange Commission, and in the definitive proxy statement filed on December 2, 2019.
About SG Blocks, Inc.
SG Blocks, Inc. is a premier innovator
in advancing and promoting the use of code-engineered cargo shipping containers for safe and sustainable construction. The firm
offers a product that exceeds many standard building code requirements, and also supports developers, architects, builders and
owners in achieving greener construction, faster execution, and stronger buildings of higher value. Each project starts with GreenSteel™,
the structural core and shell of an SG Blocks building, and then customized to client specifications.
Safe Harbor / Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the proposed public offering
and the intended use of proceeds from the offering. These forward-looking statements are subject to risks and uncertainties that
may cause actual results to differ materially, including market conditions, risks associated with the cash requirements of our
business, the Company’s ability to maintain compliance with the NASDAQ listing requirements, and the other factors discussed
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 and the Company’s subsequent filings
with the SEC, including subsequent periodic reports on Forms 10-Q and 8-K. The information in this release is provided only as
of the date of this release, and we undertake no obligation to update any forward-looking statements contained in this release
on account of new information, future events, or otherwise, except as required by law.
Contacts for SG Blocks
Media
Rubenstein Public Relations
Christina Levin
Account Director
212-805-3029
clevin@rubensteinpr.com
or
James Carbonara
Hayden IR
(646) 755-7412
james@haydenir.com
Brett
Maas
Hayden IR
(646) 536-7331
brett@haydenir.com