Current Report Filing (8-k)
June 11 2020 - 6:10AM
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): June 10, 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
3.02. Unregistered Sales of Equity Securities.
The
information set forth in Item 8.01 of this Current Report on Form 8-K of SG Blocks, Inc. (the “Company”) is incorporated
herein by reference into this Item 3.02 in its entirety.
The
Shares (as defined below) were issued in a transaction exempt from registration under the Securities Act of 1933, as amended,
in reliance on Section 3(a)(9) thereof as the common stock was exchanged by the Company with an existing security holder and no
commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Item
8.01. Other Events
On
June 10, 2020, the Company entered into an Exchange Agreement with an accredited investor to exchange a promissory note issued
to him by the Company, dated February 4, 2020, in the principal amount of $200,000, together with the interest accrued thereon,
for 73,665 shares of the Company’s common stock (the “Shares”). The Shares are restricted from transfer for
a period of six months from their issuance.
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 11,
2020
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By:
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/s/
Gerald Sheeran
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Gerald Sheeran
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Acting Chief
Financial Officer
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