Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
May 17 2021 - 4:37PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
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OMB APPROVAL
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OMB Number: 3235-0058
Expires: February 28, 2022
Estimated average burden
hours per response ............ 2.50
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SEC FILE NUMBER
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CUSIP NUMBER
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(Check
One):
☐ Form
10-K ☐ Form 20-F ☐ Form 11-K
☒ Form 10-Q ☐ Form
10-D ☐ Form N-CEN
☐
Form N-CSR
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For
Period Ended: _________________
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☐
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Transition
Report on Form 10-K
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☐
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Transition
Report on Form 20-F
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☐
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Transition
Report on Form 11-K
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☐
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Transition
Report on Form 10-Q
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For
the Transition Period Ended: _________________
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
SG
Blocks, Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
17
State Street, 19th Floor
Address
of Principal Executive Office (Street and Number)
New
York, New York 10004
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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☒
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition
report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed date; and
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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SEC 1344 (06-19)
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Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a
currently valid OMB control number.
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PART
III — NARRATIVE
State
below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not
be filed within the prescribed time period. (Attach extra sheets if needed.)
The
Company is unable to file its Quarterly Report on Form 10-Q for its quarter ended March 31, 2021 by the prescribed date without unreasonable
effort or expense because the Company requires additional
time to complete certain disclosures in order to permit the Company to file a timely and accurate report on the Company’s financial
condition. The Company believes that the Quarterly Report will be completed and filed within the
five-day extension period provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.
PART
IV — OTHER INFORMATION
(1)
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Name
and telephone number of person to contact in regard to this notification
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Paul
Galvin
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(646)
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240-422-4225
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
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Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
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Yes ☒
No ☐
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(3)
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Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
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Yes
☒ No ☐
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
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The Company’s (i) revenue for the
three months ended March 31, 2021 is expected to be between $8.9 million and $9.2 million as compared to revenue of $198,756 for the
three months ended March 31, 2020; (ii) gross profit for the three months ended March 31, 2021 is expected to be between $0.9
million and $1.2 million as compared to gross profit of $45,981 for the three months ended March 31, 2020; and (iii) net loss
attributable to common stockholders is expected to be between $2.0 million and $2.3 million for the three months ended March 31,
2021 as compared to a net loss of $747,427 for the three months ended March 31, 2020.
SG
Blocks, Inc. has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
May 17, 2021
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By:
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/s/
Paul Galvin
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Name:
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Paul
Galvin
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Title:
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Chief
Executive Officer
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3
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