Amended Current Report Filing (8-k/a)
August 23 2021 - 4:03PM
Edgar (US Regulatory)
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2021-08-18
2021-08-18
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): August 18, 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,
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. ☐
Explanatory
Note
The
sole purpose of this amendment to the Current Report on Form 8-K, filed by SG Blocks, Inc. with the Securities and Exchange Commission
on August 18, 2021 (the “Form 8-K”), is to furnish Exhibit 104 relating to Inline eXtensible Business Reporting Language
(“XBRL”) tagging to the cover page of the Form 8-K. All other information in the Form 8-K remains unchanged.
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
August 18, 2021, SG Blocks, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”),
at which there were an aggregate of 4,466,923 shares of common stock, $0.01 par value per share (the “Common Stock”), present,
in person or by proxy, representing approximately 51% of the 8,822,489 shares of Common Stock issued and outstanding and entitled to
vote at the Annual Meeting.
At
the Annual Meeting, the Company’s stockholders approved an amendment (“Amendment No. 3”) to the SG Blocks, Inc. Stock
Incentive Plan (the “Stock Incentive Plan” or the “Plan”) to increase the number of shares of Common Stock that
the Company will have authority to grant under the Plan by an additional 2,500,000 shares of Common Stock (for a total of 3,625,000 shares
of Common Stock under the Plan). A description of the Plan and Amendment No. 3 is set forth in the Company’s definitive proxy statement
on Schedule 14A for the Annual Meeting, which was filed on July 14, 2021 (the “Definitive Proxy Statement”) with the Securities
and Exchange Commission in the section entitled “Proposal 3—Amendment to the SG Blocks, Inc. Stock Incentive Plan,”
which is incorporated herein by reference. The description is qualified in its entirety by
reference to the full text of Amendment No. 3 to the SG Blocks, Inc. Stock Incentive Plan, the form of which is included as Exhibit 10.1
hereto and attached to the Definitive Proxy Statement as Appendix A.
Item
5.07. Submission of Matters to a Vote of Security Holders.
At
the Annual Meeting, the Company’s stockholders: (1) elected the following six (6) nominees named in the Definitive Proxy Statement
to serve on the Company’s Board of Directors until the next annual meeting of stockholders and until their respective successors
are duly elected and qualified: (i) Paul M. Galvin, (ii) Yaniv Blumenfeld, (iii) Margaret Coleman, (iv) Christopher Melton, (v) Joseph
Safina and (vi) David Villarreal; (2) ratified the appointment of Whitley Penn LLP as the Company’s independent registered public
accounting firm for fiscal year ending December 31, 2021; (3) approved Amendment No. 3 to the Plan to increase the number of shares of
common stock that the Company will have authority to grant under the Plan by 2,500,000 shares; and (4) approved,
on an advisory, non-binding basis, the compensation of the Company’s named executive
officers (also referred to as say-on-pay).
The
voting results at the Annual Meeting for each proposal were as follows:
Proposal
No. 1 — Election of Directors
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For
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Withheld
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Broker
Non-Votes
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Paul M. Galvin
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1,879,959
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274,726
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2,312,238
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Yaniv Blumenfeld
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1,874,308
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280,377
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2,312,238
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Margaret Coleman
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1,698,762
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455,923
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2,312,238
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Christopher Melton
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1,726,444
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428,241
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2,312,238
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Joseph Safina
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1,873,808
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280,877
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2,312,238
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David Villarreal
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1,879,824
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274,861
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2,312,238
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Proposal
No. 2 — Ratification of Appointment of Independent Registered Public Accounting Firm
(Whitley
Penn LLP)
For
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Against
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Abstain
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Broker
Non-Votes
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4,358,681
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75,436
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32,806
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N/A
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Proposal
No. 3 — Amendment to the SG Blocks, Inc. Stock Incentive Plan
For
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Against
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Abstain
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Broker
Non-Votes
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1,199,159
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885,139
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70,387
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2,312,238
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Proposal
No. 4 — Advisory Approval of Executive Compensation
For
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Against
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Abstain
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Broker
Non-Votes
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1,687,030
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367,684
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99,971
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2,312,238
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Item
9.01. Financial Statements and Exhibits.
(d)
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: August 23, 2021
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By:
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/s/ Paul Galvin
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Name: Paul Galvin
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Title: Chairman and Chief Executive Officer
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