Current Report Filing (8-k)
June 21 2021 - 7:30AM
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 15, 2021
SG BLOCKS, INC.
(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)
|
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:
☐
|
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 1.01.
Entry into a Material Definitive Agreement.
As described below, on
June 15, 2021, SG Blocks, Inc. (the “Company”) entered into a Settlement and Mutual Release Agreement (the
“Settlement Agreement”) with CPF GP 2019-1 LLC, the general partner (the “Licensee”) of CPF MF 2019-1 LLC
(“CPF MF”), and Capital Plus Financial, LLC, a limited partner of the Licensee (“Capital Plus”) and an
Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021, with Capital Plus and the Licensee
in connection with the termination of that certain Exclusive License Agreement, dated as of October 3, 2019 (the “License
Agreement”), with the Licensee.
Item 1.02. Termination of a Material
Definitive Agreement.
On June 15, 2021, the Company terminated that certain Exclusive License Agreement, dated as of October 3, 2019 (the “License
Agreement”), with the Licensee, pursuant to which the Company granted the Licensee an exclusive
license (the “License”) solely within the United States and its legal territories to the Company’s technology, intellectual
property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design
and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military
housing (the “Termination Agreement”).
In connection with the
termination of the License, the Company entered into a Settlement and Mutual Release Agreement (the “Settlement
Agreement”) with the Licensee, and Capital Plus pursuant to which the License Agreement was terminated, the Company released
the Licensee and CPF MF for any claims in exchange for releases from the Licensee and Capital Plus and the Company receiving an
assignment (the “Assignment”) of the Licensee’s right under certain circumstances to a $1.25 million redemption
distribution from CPF MF under its Operating Agreement.
The Company and Paul
Galvin previously made loans to the Licensee in the principal amount of $650,000 and $100,000 evidenced by promissory notes
pursuant to the terms of a certain Loan Agreement. The loans are unaffected by the Settlement Agreement and remain in effect and
outstanding in accordance with the terms of the notes evidencing such loans.
The foregoing description
of the terms of the Termination Agreement, Settlement Agreement and Assignment do not purport to be complete and is subject to, and are
qualified in their entirety by reference to the provisions of such agreements, which are filed as Exhibits 10.1., 10.2 and 10.3, respectively,
to this Current Report on Form 8-K and are incorporated herein by reference.
Item 8.01 Other Events
On June 18, 2021, the Company announced
in a press release that the groundbreaking has occurred for the Monticello Mew project located in the Catskills area of New York, which
project is anticipated to be completed in the third quarter of 2023. The project is a multi-family development with 180 townhomes, with
the first phase being 110 townhomes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
|
|
Description
|
|
|
|
10.1
|
|
Settlement and Mutual Release Agreement, dated June 15, 2021, by and among CPF GP 2019-1 LLC, Capital Plus Financial, LLC and SG Blocks, Inc.
|
10.2
|
|
Termination of Exclusive License Agreement, effective June 15, 2021
|
10.3
|
|
Assignment of Limited Rights Under Membership Interest Redemption Agreement, dated June 15, 2021, by and among Capital Plus Financial, LLC, SG Blocks, Inc. and CPF GP 2019-1 LLC
|
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: June 21, 2021
|
By:
|
/s/ Paul Galvin
|
|
|
Paul Galvin
|
|
|
Chairman and CEO
|
2
Safe and Green (NASDAQ:SGBX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Safe and Green (NASDAQ:SGBX)
Historical Stock Chart
From Apr 2023 to Apr 2024