8-K
Olenox Industries Inc. (OLOX)
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): August 15, 2022
SG BLOCKS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-38037 | 95-4463937 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (I.R.S. Employer<br>Identification Number) |
5011 Gate Parkway
Building 100, Suite 100
Jacksonville, FL 32256
(Address of Principal Executive Offices, Zip Code)
(Former name or former address, if changed since last report.)
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 2.02 Results of Operations and Financial Condition.
On August 15, 2022, SG Blocks, Inc., a Delaware corporation (the “Company”), issued a press release that included financial information for the fiscal quarter ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the press release attached as Exhibit 99.1 to this Current Report on Form 8-K shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|
The following exhibits are furnished with this Current Report on Form 8-K:
| Exhibit<br>Number | Exhibit Description |
|---|---|
| 99.1 | Press Release, issued by SG Blocks, Inc. on August 16. 2022 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within in the inline XBRL document) |
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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: August 15, 2022 | By: | /s/ Paul Galvin |
| Name: Paul Galvin | ||
| Title: Chairman and Chief Executive Officer | ||
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| --- |
Exhibit 99.1
SG BLOCKS reports 2Q22 FINANCIAL RESULTS
AUGUST 15, 2022 – JACKSONVILLE, Fla. -- SG Blocks, Inc. (NASDAQ: SGBX) (“SG Blocks” or the “Company”), a leading developer, designer, and fabricator of modular structures, reported financial results for the second quarter ended June 30, 2022.
Q2 Was One of the Strongest revenue generating Quarters Ever with $7.6 Million of revenue –
– Construction Segment Revenues Grew 104% YoY –
Paul Galvin, Chairman and Chief Executive Officer of SG Blocks, commented, “SG Blocks had one of our strongest quarters to-date with revenue of $7.6 million and notably within our construction segment, a 104% YoY increase in revenues.
What excites us the most is that we have transitioned to become much more diverse from a revenue perspective with 56% of this quarter’s revenue coming from our Construction segment and 44% coming from Medical.
As COVID has abated, we have become less reliant on COVID testing for revenue, while continuing to grow the construction segment, leading to one of the strongest quarters yet.
SG Blocks’ now emerges as a company that has grown our Construction segment from two years ago and created an extremely healthy point of care solutions opportunity for our Medical segment that we continue to grow without reliance on COVID testing
We view this quarter’s strong earnings as a return to normalcy and a sign of things to come.
Given our strong earnings and pipeline, we see a clear path for our continued growth.
We’ve grown tremendously as a company from $3.0 million in revenue in 2019, to $8.8 million in 2020, to $38.5 million in 2021, with $16.2 million in 1H22.”
Second Quarter 2022 Financial Highlights
- Revenue for the second quarter of 2022 was $7.6 million compared to $11.9 million for the second quarter of 2021.
- Construction segment revenues for the second quarter of 2022 were $4.2 million compared to $2.0 million in the second quarter of 2021.
- Second quarter revenue from the Construction segment accounted for 56% of total revenues with 44% of revenues coming from Medical, compared to 83% of revenues coming from Medical and 17% from Construction in the second quarter of 2021.
- Gross profit was $0.8 million compared to $2.0 million for the second quarter of 2021.
- Cash and cash equivalents totaled $2.4 million with an escrow bond at $4.0 million
- SG Blocks has a construction backlog that is valued at approximately $4.2 million at June 30, 2022. Construction backlog does not include any projects related to SG Development Corp. or ongoing medical testing.
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Second Quarter 2022 Operational Highlights
- Announced point of care testing and lab services contract at the Port of Long Beach for 10,000 members of Teamsters 848.
- Signed letter of intent for sale of Lago Vista development site located outside of Austin, Texas at the asking price of $15 million.
- Joint partnership, Clarity Mobile Ventures, entered into a contract extension with Los Angeles International Airport (LAX) for COVID-19 testing.
- Entered into agreement with private developer for container park in Lake City, Florida.
- Announced the largest contract in the Company’s history with Moliving, Inc. the world’s first luxury nomadic hospitality solution for a value of $18 million.
- Entered production phase for United States Military SCIF (Sensitive Compartmented Information Facility). The contract is for $0.8 million and is scheduled for completion in October 2022.
- Announced the hiring of a new investor relations and public relations firm, Equity Animal
SG Blocks will hold its conference call at 4:30 p.m. ET via both Twitter Spaces and traditional dial-in mediums.
Twitter Spaces
- The Twitter Spaces will be hosted on the SG Blocks corporate account by CEO Paul Galvin and Mark Moran of Equity Animal; and accessible at this link: https://twitter.com/i/spaces/1ynJOZlLNvqGR
- To ask questions during the Q&A, participants must join the Twitter Space using a mobile device
Dial-in Information:
- Toll-free dial-in number: 1-844-825-9787
- International dial-in number: 1-412-317-5172
- Live webcast, slides, and replay: https://viavid.webcasts.com/starthere.jsp?ei=1564240&tp_key=22fcf9918a
A webcast of the conference call will be broadcast live and available for replay at the Investors section of the Company’s website at www.sgblocks.com.
A replay of the earnings call will be available immediately after on the Company’s Twitter account for 30 days.
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About SG Blocks, Inc. SG Blocks, Inc. is a leading developer, designer, and fabricator of modular structures, meeting the growing demand for safe and green construction. The firm offers a product that exceeds many standard building code requirements, and also supports developers, architects, builders and owners in achieving faster execution, greener construction, and buildings of higher value. The Company creates purpose built, pre-fabricated modules from wood, steel, and shipping containers into supreme structures. For more information, visit www.sgblocks.com.
Safe Harbor Statement
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "potential," "continue," "expects," "anticipates," "intends," "plans," "believes," "estimates," and similar expressions. These forward-looking statements are based on management's expectations and assumptions as of the date of this press release and include statements regarding the Company’s path for continued growth, selling the Lago Vista development site for $15 million and completing the United States Military SCIF in October 2022. While SG Blocks believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are subject to a number of risks and uncertainties, many of which are difficult to predict that could cause actual results to differ materially from current expectations and assumptions from those set forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current expectations include, among others, the Company’s ability to continue its growth, the Company’s ability to close on the sale of the Lago Vista development site as planned, the Company’s ability to complete the United States Military SCIF in October 2022, the Company’s ability to expand within various verticals as planned, the Company’s ability to position itself for future profitability, 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, 2021 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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SG BLOCKS, INC AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
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SG BLOCKS, INC AND SUBSIDIARIES
Condensed Consolidated Statement of Operations
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SG BLOCKS, INC AND SUBSIDIARIES
Condensed Consolidated Statement of Operations
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Investor Relations: Equity Animal
Mark Moran (703) 888-8693
mm@equityanimal.com
Source: SG Blocks, Inc.
Released August 15, 2022