Current Report Filing (8-k)
July 19 2021 - 8:02AM
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): July 14, 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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195
Montague Street, 14th Floor
Brooklyn,
New York 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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☐
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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
1.01. Entry into a Material Definitive Agreement.
On
July 14, 2021, SGB Development Corp. (“SG DevCorp”), a subsidiary of SG Blocks, Inc., issued a Real Estate Lien Note, dated
July 14, 2021, in the principal amount of $2,000,000 (the “Note”), secured by a Deed of Trust, dated July 14, 2021 (the “Deed
of Trust”), on its 50+ acre Lake Travis project site in Lago Vista, Texas and a related Assignment of Leases and Rents, dated July
8, 2021 (“Assignment of Rents”), for net loan proceeds of $1,958,233 after fees. The Note has a term of one (1) year,
provides for payments of interest only at a rate of twelve percent (12%) per annum and may be prepaid without penalty commencing nine
(9) months after its issuance date. If the Note is prepaid prior to nine (9) months after its issuance date, a 0.5% prepayment penalty
is due. SG DevCorp intends to use the proceeds of the Note for its development projects.
The
foregoing description of the terms of the Note, Deed of Trust and Assignment of Rents do not purport to be complete and are subject to,
and are qualified in their entirety by reference to the provisions of the Note, Deed of Trust and Assignment of Rents, copies of 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
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.
Item
9.01 Financial Statements and Exhibits.
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: July 19, 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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2
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