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): May
28, 2021
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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17 State Street, 19th Floor
New York, NY 10004
(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 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 28, 2021, the board of directors (the “Board”)
of SG Blocks, Inc. (the “Company”) appointed Joseph Safina and David Villarreal to serve as members of the Board. The appointments,
which were effective immediately, means that the size of the Board will be six members. Mr. Safina will serve on the audit committee,
replacing Yaniv Blumenfeld, and the compensation committee. Mr. Villarreal will act as lead independent director and will serve on the
nominating, environmental, social and corporate governance committee and the compensation committee. Messrs. Safina and Villarreal will
serve as directors until such time as their successors are duly elected and qualified, or until their earlier resignation or removal.
There are no family relationships between Messrs.
Safina and Villarreal and any of the Company’s directors or executive officers and nor do Messrs. Safina and Villarreal have any
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Other than
as described below, there were no arrangements or understandings by which Messrs. Safina and Villarreal were named as a member of the
Board.
In accordance
with the Company’s policy as currently in effect, Messrs. Safina and Villarreal will receive a cash retainer for their service on
the Board and for their service on each committee of the Board of which they are a member.
Joseph Safina was appointed as a director
of the Company on May 28, 2021. Mr. Safina is a serial entrepreneur with over thirty years of experience in investment banking working
with public and privately held small to mid-cap companies. Since 1997, Mr. Safina has been the principal of Safina Capital, an “all-stage”
investment firm which offers its portfolio companies investment capital, strategic insight, global relationships and operational support.
He has been instrumental in helping his clients with large-scale fund-raising, merger & acquisitions, business development, marketing
and financial management. In 1988, Joseph Safina joined NYSE Member firm, Gruntal & Co., as a Senior Vice President. He was a top
producer and was tasked with building Gruntal’s Corporate Finance Department. He left Gruntal & Co. in 1993 and founded Nichols,
Safina, Lerner & Co. Inc. (NSL) - a New York-based broker dealer. As the C.E.O. of NSL, he navigated the firm from a start-up into
a 200 employee, multi-location company. Mr. Safina also headed up NSL’s trading desk, making markets in hundreds of stocks and was
profiled as one of the top ten Bankers in the country in R.J. Shook’s “The Winners Circle”. Mr. Safina has raced cars
professionally for over ten years and has competed at the prestigious 24 Hours at Daytona, The 12 Hours of Sebring and The 24 Hours of
Dubai representing BMW, Ford and Porsche with several IMSA podium finishes. He is also a pilot, scuba diver and competitive cyclist.
David Villarreal was appointed as a
director of the Company on May 28, 2021. Mr. Villarreal’s career spans over 40 years in various management, business and leadership
capacities, beginning in 1977 when he served as Deputy Mayor and Senior Deputy Economic Development Advisor, under Mayor Tom Bradley in
the City of Los Angeles. He has served since August 2014 as the Chief Administrative Officer of Affinity Partnerships, LLC, a Costco national
mortgage services platform provider, with annual closed loan production of $8+ billion through a network of ten national mortgage lenders.
From March 2011 to August 2014, he served as the President -Corporate Business Development, of Prime Source Mortgage, Inc. From September
2008 to September 2012, he served as a Consultant to the International Brotherhood of Teamsters.
Item 8.01 – Other Events.
On June 3, 2021, the Company issued
a press release that it had entered into contract to acquire an additional manufacturing facility in Durant, Oklahoma in anticipation
of rising demand for internal and external projects.
A copy of the press release is
attached as Exhibit 99.1 to this Report on Form 8-K. The information contained in the press release is being furnished to the Securities
and Exchange Commission (the “Commission”) and shall not be deemed incorporated by reference into any of the Registrant’s
registration statements or other filings with the Commission.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is 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: June 3, 2021
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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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Exhibit 99.1
SG Blocks Executes Contract to Acquire Manufacturing
Facility
Closing scheduled to occur in 60 days, owner financing
is in place. This will serve as the Company’s second manfacturing space in Oklahoma
JUNE 3, 2021, NEW YORK -- (BUSINESS WIRE) -- SG Blocks, Inc. (NASDAQ: SGBX)
(“SG Blocks” or the “Company”), a leading designer, innovator and fabricator of container-based structures, announced
today that it has entered into contract to acquire an addtional manufacturing facility in anticipation of rising demand for internal and
external projects. The facility is located in Durant, OK, and will add to the Company’s manufacturing capacity.
“We are pleased with our experience in Oklahoma and in the Durant
Community. Our desire to expand here is based upon our satisfaction with the spirit and quality of the workforce. As we continue to grow
and earn further new business, we have been fortunate to meet that growth with the proper facilities in Oklahoma and elsewhere,”
Paul Galvin, Chairman and CEO explained.
The space is approximately 55,000 SF and sits on approximately seven acres
of land in Durant Industrial Park. The facility is adjacent to the regional airport. This will serve as the second facility that SG Blocks
has obtained, since recently adding the original SG Echo factory.
The new facility will allow SG Blocks to run two additional production
lines in parallel to support SGB DevCorp as well as SG Echo in tandem.
The Company had previously announced it intended to exercise its option
to acquire the existing 19-acre site and all of its structures from ECHO DCL, LLC with closing to occur in the second quarter of 2021.
The Company has decided not to move forward with the option at this time and will continue to lease the original ECHO plant under the
5-year lease term. The Company will redeploy capital allocated for the original ECHO DCL real estate purchase into the newly acquired
facility.
“We believe redeploying the capital allocated for the original ECHO
DCL real estate purchase into the newly acquired facility provides better value for us and look forward to having additional lines coming
on board to support demand. We have found a capable and enthusiastic workforce as we look to deliver safe and green structures across
the country,” Bill Rogers, COO of SG Blocks said.
The Company expects to announce the closing of the contract in August 2021.
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. For more information, visit www.sgblocks.com.
Safe Harbor Statement
Forward-Looking Statements Certain statements in this press release constitute
"forward-looking statements" within the meaning of the federal securities laws. Words such as "may," "might,"
"will," "should," "believe," "expect," "anticipate," "estimate," "continue,"
"predict," "forecast," "project," "plan," "intend" or similar expressions, or statements
regarding intent, belief, or current expectations, are forward-looking statements. These forward-looking statements are based upon current
estimates and assumptions and include statements regarding plans to acquire the additional manufacturing facility in Durant, OK in 60
days. While SG Blocks believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking
statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to
various risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current
expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual
results to differ materially from current expectations include, among others, the Company’s ability to acquire the additional manufacturing
facility in 60 days as planned, the Company’s ability to position itself for future profitability, 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, 2020 and its 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.
View source version on businesswire.com: https://www.businesswire.com/news/home/20210122005069/en/
Investors:
Stephen Swett
(203) 682-8377
investors@sgblocks.com
Source: SG Blocks, Inc.