SG Blocks Announces Reverse Stock Split
06 February 2020 - 12:00AM
Business Wire
SG Blocks, Inc. (Nasdaq: SGBX) (“SG Blocks” or the “Company”), a
leading designer, innovator and fabricator of container-based
structures, has announced a reverse stock split of its shares of
common stock at a ratio of 1-for-20. The reverse stock split will
take effect as of 11:01 p.m. (Eastern Time), February 5, 2020.
Shares of SG Blocks common stock will trade on a post-split basis
on the Nasdaq Capital Market under the existing trading symbol,
“SGBX,” at the market open on February 6, 2020.
During the company’s 2020 special stockholder meeting held
January 15, 2020, stockholders approved the company’s reverse stock
split, and granted the board of directors the authority to
implement and determine the exact split ratio, which was set by the
board at 1-for-20. Following the reverse stock split, the new CUSIP
number will be 78418A505, with the par value per share of common
stock remaining at $0.01. A proportionate adjustment will be made
to the per-share exercise prices and number of shares issuable
under all outstanding stock options and warrants.
As previously reported, SG Blocks has until June 29, 2020, to
regain compliance with the Nasdaq’s minimum bid price requirement.
To regain compliance, SG Block’s common stock must have a minimum
bid price per share of at least $1.00 for 10 consecutive business
days. The reverse stock split is intended to increase the market
price per share to help ensure a share price high enough to satisfy
the $1.00 minimum bid price requirement by Nasdaq. However, there
is no assurance that the reverse stock split will have the desired
effect of sufficiently increasing the bid price of SG Block’s
common stock for the required period.
When the reverse stock split becomes effective, every 20 shares
of the company’s issued and outstanding common stock will be
combined into one share of common stock. Effecting the reverse
stock split will reduce the number of issued and outstanding common
stock from approximately 23.2 million shares to approximately 1.16
million shares. The reverse stock split will also subsequently
adjust outstanding options issued under SG Block’s equity incentive
plan and outstanding warrants to purchase common stock.
No fractional shares will be issued in connection with the
reverse stock split. Stockholders of record will receive a cash
payment in lieu of fractional shares to which they would otherwise
be entitled. Stockholders with shares held in certificate form will
receive a Letter of Transmittal with instructions from SG Block’s
transfer and exchange agent, American Stock Transfer & Trust
Company, LLC. Stockholders that hold shares in book-entry form or
in brokerage accounts are not required to take any action, and will
see the impact of the reverse stock split reflected in their
accounts. Additionally, beneficial holders may contact their bank,
broker, custodian or other nominee with questions regarding
processing procedures for the reverse stock split. Additional
information is available in the Form 8-K filed today with the U.S.
Securities and Exchange Commission, and in the definitive proxy
statement filed on December 2, 2019.
About SG Blocks, Inc.
SG Blocks, Inc. is a premier innovator in advancing and
promoting the use of code-engineered cargo shipping containers for
safe and sustainable construction. The firm offers a product that
exceeds many standard building code requirements, and also supports
developers, architects, builders and owners in achieving greener
construction, faster execution, and stronger buildings of higher
value. Each project starts with GreenSteel™, the structural core
and shell of an SG Blocks building, and then customized to client
specifications.
Safe Harbor / Forward-Looking Statements
This press release contains “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of 1995
regarding the proposed public offering and the intended use of
proceeds from the offering. These forward-looking statements are
subject to risks and uncertainties that may cause actual results to
differ materially, including market conditions, risks associated
with the cash requirements of our business, the Company’s ability
to maintain compliance with the NASDAQ listing requirements, and
the other factors discussed in the Company’s Annual Report on Form
10-K for the year ended December 31, 2018 and the Company’s
subsequent filings with the SEC, including subsequent periodic
reports on Forms 10-Q and 8-K. The information in this release is
provided only as of the date of this release, and we undertake no
obligation to update any forward-looking statements contained in
this release on account of new information, future events, or
otherwise, except as required by law.
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Media: Rubenstein Public Relations Christina Levin Account
Director 212-805-3029 clevin@rubensteinpr.com
or
James Carbonara Hayden IR (646) 755-7412 james@haydenir.com
Brett Maas Hayden IR (646) 536-7331 brett@haydenir.com
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