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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): December 16, 2022
SAFE
& GREEN HOLDINGS CORP.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-38037 |
|
95-4463937 |
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification Number) |
5011
Gate Parkway
Building
100, Suite 100
Jacksonville,
FL 32256
(Address
of Principal Executive Offices, Zip Code)
Registrant’s
telephone number, including area code: 646-240-4235
SG
BLOCKS, INC.
(Former
name or former address, if changed since last report.)
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:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
| Common
Stock, par value $0.01 |
|
SGBX |
|
The
Nasdaq Stock Market LLC |
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
December 16, 2022, SG Blocks, Inc. (the “Company”) changed its name to Safe & Green Holdings Corp.by filing a Certificate
of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Name
Change”). In addition, on December 16, 2022, the Company’s subsidiary, SGB Development Corp. changed its name to Safe and
Green Development Corporation by filing a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of
the State of Delaware.
Item 8.01 Other Events.
On
December 21, 2022, the Company issued a press release announcing the Name Change. A copy of the press release is attached hereto as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 Financial Statements and 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.
| |
SG
BLOCKS, INC.
|
| |
|
|
| Dated:
December 22, 2022 |
By: |
/s/
Paul Galvin |
| |
|
Name:
Paul Galvin |
| |
|
Title:
Chairman and Chief Executive Officer |
2
Exhibit
3.1
CERTIFICATE
OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
(as
amended)
OF
SG BLOCKS, INC.
(a
Delaware Corporation)
SG
Blocks, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify as follows:
FIRST:
That ARTICLE FIRST shall be deleted in its entirety and replaced by the following:
The
name of the corporation is: Safe & Green Holdings Corp.
SECOND:
That the foregoing amendment was duly adopted in accordance with the provisions of Sections 141 and 242 of the General Corporation Law
of the State of Delaware.
THIRD:
This Certificate of Amendment shall become effective on December 16, 2022.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by Paul
M. Galvin, its President and Chief Executive Officer, this 16th day of December, 2022.
| |
SG
BLOCKS, INC. |
| |
|
|
| |
By: |
/s/
Paul M. Galvin |
| |
|
Paul
M. Galvin |
| |
|
Chairman,
Chief Executive Officer and
Chief Operating Officer |
Exhibit 99.1
SG BLOCKS ANNOUNCES
NAME CHANGE TO SAFE & GREEN HOLDINGS CORP.
DECEMBER 22, 2022 – JACKSONVILLE, Fla.
-- Safe & Green Holdings Corp. (NASDAQ: SGBX) (“Safe & Green Holdings” or the “Company”), is the new
name of SG Blocks, Inc. (NASDAQ:SGBX). The new name, logo and branding elements were introduced to better reflect Safe & Green Holdings
position as a leading developer, designer, and fabricator of modular structures. The Company’s common stock will continue to trade
on the Nasdaq Stock Market under its current ticker symbol “SGBX”.
“We are thrilled to continue the story of
SG Blocks under a new banner that more accurately reflects the evolution of the company throughout the years. We are focused on providing
long term sustainable shareholder value and have established, and are continuing to advance, various strategic initiatives to distinguish
the various verticals we have built over the years under the Safe & Green Holdings umbrella,” said Chairman and Chief Executive
Officer Paul Galvin.
Safe & Green Holdings Corp. was founded
in 2007 on the principle that our advanced technology could take container construction to the next level. It has since grown and evolved
into a modular solutions company that prioritizes sustainability and inventive, state-of-the-art building practices.
###
About Safe & Green Holdings Corp.
Safe & Green Holdings Corp., a leading
modular solutions company, operates under core capabilities which include the development, design, and fabrication of modular
structures, meeting the demand for safe and green solutions across various industries. The firm supports third party and in-house
developers, architects, builders and owners in achieving faster execution, greener construction, and buildings of higher value. For
more information, visit www.safeandgreenholdings.com.
Safe Harbor Statement
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. While the Company 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 expand within various verticals 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, 2021 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.
Investor Relations:
Equity Animal
Mark Moran
(646) 363-6567
mm@equityanimal.com