Current Report Filing (8-k)
October 01 2021 - 7:01AM
Edgar (US Regulatory)
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2021-09-27
2021-09-27
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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): September 27, 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. ☐
Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
September 27, 2021, SG Blocks, Inc. (the “Company”) entered into an executive employment agreement with William Rogers (the
“Rogers Employment Agreement”) to employ Mr. Rogers as the Company’s Chief Operating Officer for an initial term of
two (2) years, which provides for an annual base salary of $300,000, a discretionary bonus of up to 25% of his base salary upon achievement
of objectives as may be determined by the Company’s board of directors, term life insurance coverage equal to two (2) times annual
base salary, three weeks’ vacation and severance in the event of a termination without cause in amount equal to equal to one year’s
annual base salary and benefits.
The
Rogers Employment Agreement also provides for the grant to Mr. Rogers of a restricted stock grant under the Company’s Stock Incentive
Plan, as amended (the “Plan”), of 37,500 shares of the Company’s common stock, vesting upon issuance, and the grant
to Mr. Rogers of a restricted stock grant under the Plan of 200,000 shares of the Company's common stock, vesting monthly over two years.
Mr.
Rogers is subject to a one-year post-termination non-compete and non-solicit of employees and clients. He is also bound by confidentiality
provisions.
On
September 30, 2021, the Company entered into an executive employment agreement with Gerald Sheeran (the “Sheeran Employment Agreement”)
to employ Mr. Sheeran as the Company’s Acting Chief Financial Officer for an initial term of two (2) years, which provides for
an annual base salary of $225,000, a discretionary bonus of up to 25% of his base salary upon achievement of objectives as may be determined
by the Company’s board of directors, a car allowance and severance in the event of a termination without cause in amount equal
to equal to one year’s annual base salary and benefits.
The
Sheeran Employment Agreement also provides for the grant to Mr. Sheeran of a restricted stock grant under the Plan of 100,000 shares
of the Company's common stock, vesting quarterly over two years.
Mr.
Sheeran is subject to a one-year post-termination non-compete and non-solicit of employees and clients. He is also bound by confidentiality
provisions
The
descriptions of the Rogers Employment Agreement and Sheeran Employment Agreement do not purport to be complete and are qualified in its
entirety by reference to the Rogers Employment Agreement and Sheeran Employment Agreement, copies of which are filed as Exhibit 10.1
to this Current Report on Form 8-K and are incorporated herein by reference.
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: October 1, 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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Chairman and Chief Executive Officer
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2
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