Current Report Filing (8-k)
June 03 2021 - 04:01PM
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): May
28, 2021
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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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:
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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