OLENOX INDUSTRIES INC. 10-Q

ITEM 1. Financial Statements SG BLOCKS, INC. AND SUBSIDIARIES Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 (Unaudited) Assets Current assets: Cash and cash equivalents $ 13,047,565 $ 1,625,671 Accounts receivable, net 4,337,020 1,101,185 Contract assets 151,230 106,015 Inventories 812,320 — Prepaid expenses and other current assets 270,481 73,938 Total current assets 18,618,616 2,906,809 Property, plant and equipment, net 1,729,920 11,747 Goodwill 1,223,520 1,223,520 Right-of-use asset 1,624,194 — Long-term note receivable 673,185 — Intangible assets, net 2,293,681 2,298,805 Deferred contract costs, net 163,140 193,730 Total Assets $ 26,326,256 $ 6,634,611 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable and accrued expenses $ 1,990,993 $ 2,105,505 Contract liabilities 2,860,730 168,957 Earnout liability 752,559 — Lease liability, current maturities 331,905 — Other current liabilities 5,000 — Total current liabilities 5,941,187 2,274,462 Lease liability, net of current maturities 1,292,289 — Total liabilities 7,233,476 2,274,462 Commitments and contingencies — — Stockholders’ equity: Preferred stock, $ 1.00 par value, 5,405,010 shares authorized; none issued or outstanding — — Common stock, $ 0.01 par value, 25,000,000 shares authorized; 8,596,189 issued and outstanding as of September 30, 2020 and 1,157,890 issued and outstanding as of December 31, 2019 85,962 11,579 Additional paid-in capital 39,654,308 21,932,387 Accumulated deficit ( 20,647,490 ) ( 17,583,817 ) Total stockholders’ equity 19,092,780 4,360,149 Total Liabilities and Stockholders’ Equity $ 26,326,256 $ 6,634,611 The accompanying notes are an integral part of these condensed consolidated financial statements. 2 SG BLOCKS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations For the Three Months Ended September 30, For the Three Months Ended September 30, For the Nine Months Ended September 30, For the Nine Months Ended September 30, 2020 2019 2020 2019 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue: Construction services $ 494,330 $ 187,895 $ 1,118,197 $ 2,521,139 Engineering services 82,230 ( 3,369 ) 286,068 126,419 Total 576,560 184,526 1,404,265 2,647,558 Cost of revenue: Construction services 311,002 391,494 576,121 1,986,394 Engineering services 70,952 ( 24,711 ) 213,324 31,998 Total 381,954 366,783 789,445 2,018,392 Gross profit (loss) 194,606 ( 182,257 ) 614,820 629,166 Operating expenses: Payroll and related expenses 679,863 548,156 1,344,009 1,832,333 General and administrative expenses 980,773 478,726 2,238,837 1,318,390 Marketing and business development expense 46,650 63,016 109,887 194,591 Pre-project expenses 12,650 1,275 37,650 19,726 Total 1,719,936 1,091,173 3,730,383 3,365,040 Operating loss ( 1,525,330 ) ( 1,273,430 ) ( 3,115,563 ) ( 2,735,874 ) Other income (expense): Loss on asset disposal ( 1,012 ) ( 52,039 ) ( 1,012 ) ( 52,039 ) Interest expense ( 2,614 ) — ( 8,877 ) — Interest income 27,401 — 38,497 — Other income 23,282 — 23,282 — Total 47,057 ( 52,039 ) 51,890 ( 52,039 ) Loss before income taxes ( 1,478,273 ) ( 1,325,469 ) ( 3,063,673 ) ( 2,787,913 ) Income tax expense — — — — Net loss $ ( 1,478,273 ) $ ( 1,325,469 ) $ ( 3,063,673 ) $ ( 2,787,913 ) Net loss per share - basic and diluted: Basic and diluted $ ( 0.17 ) $ ( 4.66 ) $ ( 0.60 ) $ ( 11.29 ) Weighted average shares outstanding: Basic and diluted 8,596,189 284,737 5,070,816 246,927 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 SG BLOCKS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaud ited) $0.01 Par Value Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance at June 30, 2020 8,596,189 $ 85,962 $ 39,351,139 $ ( 19,169,217 ) $ 20,267,884 Stock-based compensation — — 303,169 — 303,169 Conversion of restricted stock units to common stock — — — — — Conversion of debt exchange to common stock — — — — — Issuance of common stock, net of issuance costs — — — — — Net loss — — — ( 1,478,273 ) ( 1,478,273 ) Balance at September 30, 2020 8,596,189 $ 85,962 $ 39,654,308 $ ( 20,647,490 ) $ 19,092,780 Balance at December 31, 2019 1,157,890 $ 11,579 $ 21,932,387 $ ( 17,583,817 ) $ 4,360,149 Stock-based compensation — — 471,683 — 471,683 Conversion of restricted stock units to common stock 24,672 246 ( 246 ) — — Reverse stock split settlement ( 38 ) — ( 122 ) — ( 122 ) Conversion of debt exchange to common stock 73,665 737 205,526 — 206,263 Issuance of common stock, net of issuance costs 7,340,000 73,400 17,045,080 — 17,118,480 Net loss — — — ( 3,063,673 ) ( 3,063,673 ) Balance at September 30, 2020 8,596,189 $ 85,962 $ 39,654,308 $ ( 20,647,490 ) $ 19,092,780 $ 0.01 Par Value Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Capital Deficit Equity Balance at June 30, 2019 255,390 $ 2,554 $ 18,741,489 $ ( 12,125,721 ) $ 6,618,322 Stock-based compensation — — 197,090 — 197,090 Issuance of common stock, net of issuance costs 45,000 450 582,856 — 583,306 Net loss — — — ( 1,325,469 ) ( 1,325,469 ) Balance at September 30, 2019 300,390 $ 3,004 $ 19,521,435 $ ( 13,451,190 ) $ 6,073,249 Balance at December 31, 2018 213,002 $ 2,130 $ 17,741,214 $ ( 10,663,277 ) $ 7,080,067 Stock-based compensation — — 645,080 — 645,080 Issuance of common stock, net of issuance costs 87,388 874 1,135,141 — 1,136,015 Net loss — — — ( 2,787,913 ) ( 2,787,913 ) Balance at September 30, 2019 300,390 $ 3,004 $ 19,521,435 $ ( 13,451,190 ) $ 6,073,249 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 SG BLOCKS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2020 For the Nine Months Ended September 30, 2019 (Unaudited) (Unaudited) Cash flows from operating activities: Net loss $ ( 3,063,673 ) $ ( 2,787,913 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation expense 2,858 8,697 Amortization of intangible assets 108,842 108,843 Amortization of deferred license costs 30,590 — Bad debt expense (benefit) — ( 54,000 ) Interest income on long-term note receivable ( 23,185 ) — Stock-based compensation 471,683 482,139 Loss on asset disposal 1,012 52,039 Changes in operating assets and liabilities: Accounts receivable ( 2,581,925 ) 363,987 Contract assets ( 14,786 ) 251,636 Inventories ( 681,521 ) — Prepaid expenses and other current assets ( 189,143 ) 821,802 Accounts payable and accrued expenses ( 841,778 ) ( 653,821 ) Contract liabilities 2,322,164 ( 1,093,796 ) Other current liabilities 5,000 — Net cash used in operating activities ( 4,453,862 ) ( 2,500,387 ) Cash flows from investing activities: Advances in note receivable ( 650,000 ) — Purchase of Echo DCL, LLC, net of cash acquired ( 743,168 ) — Purchase of property, plant and equipment ( 49,434 ) ( 2,070 ) Net cash used in investing activities ( 1,442,602 ) ( 2,070 ) Cash flows from financing activities: Proceeds from public stock offering, net of issuance costs 17,118,480 1,136,015 Proceeds from long-term note payable 200,000 — Settlement of common stock from reverse stock split ( 122 ) — Net cash provided by financing activities 17,318,358 1,136,015 Net increase (decrease) in cash and cash equivalents 11,421,894 ( 1,366,442 ) Cash and cash equivalents - beginning of period 1,625,671 1,368,395 Cash and cash equivalents - end of period $ 13,047,565 $ 1,953 Supplemental disclosure of non-cash investing and financing activities: Non-cash conversion of accrued interest of long-term note payable to common stock $ 6,263 $ — Non-cash conversion of long-term note payable to common stock 200,000 — Non-cash conversion of accrued salary to restricted stock units to common stock — 162,941 Total non-cash investing and financing activities $ 206,263 $ 162,941 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, and 2019 (Unaudited) 1. Description of Business SG Blocks, Inc. (collectively with its subsidiaries, the “Company,” “we”, “us” or “our”) was previously known as CDSI Holdings, Inc., a Delaware corporation incorporated on December 29, 1993. On November 4, 2011, CDSI Merger Sub, Inc., the Company’s wholly-owned subsidiary, was merged with and into SG Building Blocks, Inc. (“SG Building,” formerly SG Blocks Inc.) (the “Merger”), with SG Building surviving the Merger and becoming a wholly-owned subsidiary of the Company. The Merger was a reverse merger that was accounted for as a recapitalization of SG Building, as SG Building was the accounting acquirer. Accordingly, the historical financial statements presented are the financial statements of SG Building. The Company modifies code-engineered cargo shipping containers and purpose-built modules for use for safe and sustainable commercial, industrial and residential building construction using building products developed with the Company’s proprietary technology and design and engineering expertise. Rather than consuming new steel and lumber, the Company’s proprietary technology and design and engineering expertise allows for the redesign, repurpose and conversion of heavy-gauge steel cargo shipping containers into SGBlocks™, which are safe green building blocks for commercial, industrial, and residential building construction. The Company’s technology and expertise is also used to purpose-build modules, or prefabricated steel modular units customized for use in modular construction (“SGPBMs” and, together with SGBlocks™, “Modules”), primarily to augment or complement an SGBlocks™ structure. The Company’s core customer base is comprised of architects, landowners, builders and developers who use our Modules in commercial and residential structures. The Company’s operating model combines product design and outsourcing of the modifications and finish out of Modules using proprietary algorithms developed by the Company to produce and deliver Modules across the country. The Company believes this combination enables us to generate economies of scale while maintaining high customer service levels in the environmentally-friendly construction space. There are three core product offerings that utilize our technology and engineering expertise. The first product offering involves GreenSteel™ modules, which are the structural core and shell of an SGBlocks building. The Company procures the containers, engineer required openings with structural steel enforcements, paint the SGBlocks and then deliver them on-site, where the customer or a customer’s general contractor will complete the entire finish out and installation. The second product offering involves replicating the process to create the GreenSteel product and, in addition, installing selected materials, finishes and systems (including, but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing system) and delivering SGBlocks pre-fabricated containers to the site for a third party licensed general contractor to complete the final finish out and installation. Finally, the third product offering is the completely fabricated and finished SGBlocks building (including but not limited to floors, windows, doors, interior painting, electrical wiring and fixtures, plumbing outlets and bathrooms, roofing systems), including erecting the final unit on site and completing any other final steps. The building is ready for occupancy and/or use as soon as installation is completed. Construction administration and/or project management services are typically included in our product offerings. The Company also provides engineering and project management services related to the use and modification of Modules in construction. The Company is now focusing on entering into licensing agreements across the Company’s construction opportunity verticals and will be able to focus its sales and marketing efforts on qualified lead generation for its licensees. During 2020, the Company formed, SG Echo, LLC, a wholly owned subsidiary of the Company. SG Echo, LLC was formed to complete the business acquisition as disclosed in Note 9, and to become the manufacturer of the Company's core container and modular product offerings. Reverse Stock Split On February 5, 2020, the Company effected a 1-for-20 reverse stock split of its then-outstanding common stock, which has since been converted. All share and per share amounts set forth in the condensed consolidated financial statements of the Company have been retroactively restated to reflect the 1-for-20 reverse stock split as if it had occurred as of the earliest period presented and unless otherwise stated, all other share and per share amounts for all periods presented in these condensed consolidated financial statements have been adjusted to reflect the reverse stock split effected in February 2020. As of September 30, 2020, the Company had 8,596,189 shares of common stock issued and outstanding. 6 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 2. Liquidity T he Company ha s prepar ed its condensed consolidated financial statements on a going concern basis, which assumes that the Company will realize its assets and satisfy its liabilities in the normal course of business. The Company has incurred net losses since its inception and has negative operating cash flows. The Company believes it has sufficient cash and cash equivalents and backlog to meet its obligations over the next twelve months to overcome any going concern doubts. The accompanying financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of the uncertainty concerning the Company’s ability to continue as a going concern. As of September 30, 2020, the Company had cash and cash equivalents of $ 13,047,565 and a backlog of approximately $ 24.86 million. See Note 13 for a discussion of construction backlog. Based on our conversations with key customers, the Company anticipates its backlog to convert to revenue over the following period: 2020 Within 1 year $ 12,009,249 1 to 2 years 12,856,250 Total Backlog $ 24,865,499 The Company completed an equity offering in April 2019 and in August 2019, which resulted in net proceeds of approximately $ 1,136,015 . See Note 14 for a discussion of these offerings. The Company completed a Securities Purchase Agreement in November 2019, which resulted in net proceeds of approximately $ 326,000 . See Note 12 for a discussion on this securities purchase agreement. The Company completed a public offering in December 2019, which resulted in net proceeds of approximately $ 2,117,948 . The Company completed a public offering in April and May 2020, which resulted in net proceeds of approximately $ 1,522,339 , and $ 15,596,141 , respectively. S ee N ote 14 for a discussion on these public offerings. The Company believes that it has adequate cash balances to meet obligations coming due in the next twelve months and further intends to meet its capital needs by containing costs, entering into strategic alliances, as well as exploring other options, including the possibility of raising additional debt or equity capital as necessary. There is, however, no assurance the Company will be successful in meeting its capital requirements prior to becoming cash flow positive. The Company does not have any additional sources secured for future funding, and if it is unable to raise the necessary capital at the times it requires such funding, it may need to materially change its business plan, including delaying implementation of aspects of such business plan or curtailing or abandoning such business plan altogether. With the global spread of the ongoing novel coronavirus ("COVID-19") pandemic during the first nine months, the Company has implemented business continuity plans designed to address and mitigate the impact of the COVID-19 pandemic on its employees and business. The Company is experiencing delays in projects due to the COVID-19. Any quarantines, the timing and length of containment and eradication solutions, travel restrictions, absenteeism by infected workers, labor shortages or other disruptions to the Company's suppliers and contract manufacturers or customers would likely adversely impact the Company's sales and operating results and result in further project delays. In addition, the pandemic could result in an economic downturn that could affect the demand for the Company's products. Order lead times could be extended or delayed and pricing could increase. Some products or services may become unavailable if the regional or global spread were significant enough to prevent alternative sourcing. Accordingly, the Company is considering alternative product sourcing in the event that product supply becomes problematic. The Company expects this global pandemic to have an impact on the Company's revenue and results of operations, the size and duration of which the Company is currently unable to predict. In addition, to the extent the ongoing COVID-19 pandemic adversely affects the Company's business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties which the Company faces. 7 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3. Summary of Significant Accounting Policies Basis of presentation and principals of consolidation – The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 8 Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for annual financial statements. The condensed financial statements and notes should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2019 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on March 30, 2020 . In the opinion of management, all adjustments, consisting of normal accruals, considered necessary for a fair presentation of the interim financial statements have been included. Results for the nine months ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Recently adopted accounting pronouncements - New accounting pronouncements implemented by the Company are discussed below or in the related notes, where appropriate. In August 2018, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2018-13, “Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). This ASU amends ASC 820 to add, remove and modify certain disclosure requirements for fair value measurements. For example, public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. The Company adopted ASU 2018-13 effective January 1, 2020. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flow. I n June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This update will require the measurement of all expected credit losses for financial assets, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The guidance was initially effective for the Company for annual reporting periods beginning after December 15, 2019 and interim periods within those fiscal years. In November 2019, the FASB issued ASU 2019-10, “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates,” which, among other things, defers the effective date of ASU 2016-13 for public filers that are considered smaller reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim periods within those years. Early adoption is permitted. The Company adopted ASU 2016-13 effective January 1, 2020. The adoption of this guidance did not have a material impact on the Company's financial position, results of operations or cash flow. Accounting estimates – The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Significant areas that require the Company to make estimates include revenue recognition, stock-based compensation, stock warrants liabilities and allowance for credit losses. Actual results could differ from those estimates. Operating cycle – The length of the Company’s contracts varies, but is typically between six to twelve months. In some instances, the length of the contract may exceed twelve months. Assets and liabilities relating to contracts are included in current assets and current liabilities, respectively, in the accompanying balance sheets as they will be liquidated in the normal course of contract completion, which at times could exceed one year . 8 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3. Summary of Significant Accounting Policies (continued) Revenue recognition – The Company applies recognition of revenue over time, which is similar to the method the Company applied under previous guidance (i.e., percentage of completion). The Company determines, at contract inception, whether it will transfer control of a promised good or service over time or at a point in time, regardless of the length of contract or other factors. The recognition of revenue aligns with the timing of when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To achieve this core principle, the Company applies the following five steps in accordance with its revenue policy: ( 1 ) Identify the contract with a customer ( 2 ) Identify the performance obligations in the contract ( 3 ) Determine the transaction price ( 4 ) Allocate the transaction price to performance obligations in the contract ( 5 ) Recognize revenue as performance obligations are satisfied Due to uncertainties inherent in the estimation process, it is possible that estimates of costs to complete a performance obligation will be revised in the near-term. For those performance obligations for which revenue is recognized using a cost-to-cost input method, changes in total estimated costs, and related progress toward complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis in the period in which the revisions to the estimates are made. When the current estimate of total costs for a performance obligation indicate a loss, a provision for the entire estimated loss on the unsatisfied performance obligation is made in the period in which the loss becomes evident. On October 3, 2019, the Company entered into an Exclusive License Agreement (“ELA” ) pursuant to which it granted an exclusive license for its technology as outlined in the ELA. The ELA is described below. Under the ELA, the Company will receive royalty payments based upon gross revenues earned by the licensee for commercialized products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Company has determined that the ELA grants the licensee a right to access the Company’s intellectual property throughout the license period (or its remaining economic life, if shorter), and thus recognizes revenue over time as the licensee recognizes revenue and the Company has the right to payment of royalties. No revenue has been recognized under the ELA for the nine months ended September 30, 2020. CMC Right of First Refusal Agreement – On October 9, 2019, the Company entered into a Right of First Refusal Agreement (the “ Agreement ”) with CMC Development LLC (“ CMC ”), which has a term of two (2) years. Under the Agreement, the Company has a right of first refusal with respect to being engaged as a designer and builder of any real estate projects for which CMC has secured the rights to develop and in which CMC has a greater than fifty percent ( 50 %) interest in the owner or developer entity and has the right to select the builder for such real estate project (the “ ROFR Rights ”). In exchange for such ROFR Rights, the Company agreed to issue to CMC 2,500 shares of restricted stock of the Company’s common stock, of which 1,250 shares vested on September 30, 2020 and the remaining 1,250 shares will vest and be issued on September 30, 2021, unless the Agreement is earlier terminated. In the event that the Agreement is earlier terminated, CMC will still be entitled to receive the entire amount of such restricted stock that has vested as of such earlier termination date, but in no event less than 1,250 shares of such restricted stock. The Agreement also provides for customary indemnification and confidentiality obligations between the parties. The 2,500 shares of restricted stock of the Company's common stock has yet to be issued to CMC. The Agreement also provides that CMC has engaged the Company to build and design, in the aggregate, approximately 100 residential and commercial units at 1100 Ridge Avenue, Atlanta, Georgia, which is known as the “Ridge Avenue, Atlanta Project.” The total value of the project is approximately $ 16,900,000 . The project is a residential project but not subject to the Company’s Exclusive License Agreement, dated October 3, 2019. 9 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3. Summary of Significant Accounting Policies (continued) In May 2020, the Company and OSANG Healthcare Co., Ltd. ("Osang"), a South Korea based global manufacturer and distributor of medical grade diagnostic tests and equipment, announced the signing of a one year, non-exclusive distributorship agreement for the United States, for OHC's "GeneFinder COVID- 19 Plus RealAmp Kit." This is a test designed to detect SARS-CoV- 2 , the virus that causes COVID- 19 . The Distributorship Agreement is Osang's standard form of distributorship agreement and provides the Company with the non-exclusive right to distribute Osang's GeneFinder COVID- 19 Plus RealAmp Kit in the United States for a stated term of one ( 1 ) year. Pursuant to the terms of the Distributorship Agreement, the Company is required to make payment for 100 % of any purchase order prior to shipment of the product from Osang, though it does not expect to make any cash outlays with respect to any product that it distributes and expects instead to require any third-party purchasers to make the necessary cash outlays as part of a purchase order entered into with the Company. The Distributorship Agreement does not guarantee the Company a specific quantity of kits to sell or a customer list, and may be terminated by either party at any time on thirty ( 30 ) days' notice. To date, the Company has not sold any medical devices or kits and there can be no guarantee that it will be able to establish a sales force, establish distribution channels or solicit customers for the kits. An import license from the U.S. government has been issued to import and distribute the Osang test kits. There can be no assurance that the Distribution Agreement will continue, that it will yield the anticipated benefits or generate significant revenue, if any. No revenue has been recognized under the distribution agreement for the nine months ended September 30, 2020. Disaggregation of Revenues The Company’s revenues are principally derived from construction and engineering contracts related to Modules. The Company's contracts are with customers in various industries. The following tables provide further disaggregation of the Company’s revenues by categories: Three Months Ended September 30, Revenue by Customer Type 2020 2019 Hospitality $ 298,439 52 % $ — — % Multi-Family (includes Single-Family) 5,003 1 % ( 18,013 ) — % Office 123,513 21 % 4,424 2 % Retail 40,952 7 % 195,421 97 % School 36,500 6 % — — % Special use 72,153 13 % — — % Other — — % 2,694 1 % Total revenue by customer type $ 576,560 100 % $ 184,526 100 % Nine Months Ended September 30, Revenue by Customer Type 2020 2019 Hospitality $ 341,238 24 % $ — — % Medical (modular structures) 58,533 4 % — — % Multi-Family (includes Single-Family) 56,966 4 % 94,178 4 % Office 174,421 12 % 1,212,321 46 % Retail 364,454 26 % 1,332,805 50 % School 36,500 3 % — — % Special Use 72,153 5 % 6,812 — % Other (1) 300,000 22 % 1,442 — % Total revenue by customer type $ 1,404,265 100 % $ 2,647,558 100 % (1) Construction fee of $ 300,000 with no cost of revenue during 2020. 10 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3. Summary of Significant Accounting Policies (continued) Contract Assets and Contract Liabilities Accounts receivable are recognized in the period when the Company’s right to consideration is unconditional. Accounts receivable are recognized net of an allowance for credit losses. A considerable amount of judgment is required in assessing the likelihood of realization of receivables. The timing of revenue recognition may differ from the timing of invoicing to customers. Contract assets include unbilled amounts from long-term construction services when revenue recognized under the cost-to-cost measure of progress exceeds the amounts invoiced to customers, as the amounts cannot be billed under the terms of our contracts. Such amounts are recoverable from customers based upon various measures of performance, including achievement of certain milestones, completion of specified units or completion of a contract. Contract assets are generally classified as current within the condensed consolidated balance sheets. Contract liabilities from construction and engineering contracts occur when amounts invoiced to customers exceed revenues recognized under the cost-to-cost measure of progress. Contract liabilities additionally include advanced payments from customers on certain contracts. Contract liabilities decrease as the Company recognizes revenue from the satisfaction of the related performance obligation. Contract liabilities are generally classified as current within the condensed consolidated balance sheet. Although the Company believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company periodically evaluates and revises its estimates and makes adjustments when they are considered necessary. Deferred Contract Costs - Prior to entering into the ELA, the Company was subject to an agreement to construct and develop a certain property (“Original Agreement”), which now is subject to the ELA. Because of this, the Company is no longer obliged to its Original Agreement. Upon entering the ELA, the Company had an outstanding accounts receivable balance of $ 306,143 , which was forfeited and recognized this amount as deferred contract costs. This amount was offset by $ 102,217 , which was reimbursement from the licensee for project costs on this project. The Company incurred total deferred contract costs of $ 203,926 . The Company considered this amount an incremental cost of obtaining that ELA, because the Company expects to recover those costs through future royalty payments. The Company plans to amortize the asset over sixty months , which is the initial term of the ELA because the asset relates to the services transferred to the customer during the contract term. As of September 30, 2020, accumulated amortization related to deferred contract costs amounted to $ 40,786 . During the three and nine months ended September 30, 2020, amortization expense relating to the deferred contract costs amounted to $ 10,197 and $ 30,590 , respectively, and is included in general and administrative expenses on the accompanying condensed consolidated statement of operations. Exclusive License Agreement – On Oc tober 3, 2019, as amen ded on October 17, 2019, the Company entered into the ELA with CPF GP 2019-1 LLC (the “Licensee”), pursuant to which the Company granted the Licensee an exclusive license (the “License”) solely within the United States and its legal territories to the Company’s technology, intellectual property, any improvements thereto, and any related permits, in order to develop and commercialize products within the field of design and project management platforms for residential use, including single-family residences and multi-family residences, but excluding military housing. The Ridge Avenue Project has also been excluded from the License. The License Agreement has an initial term of five (5) years and will automatically renew for subsequent five (5) year periods. The License Agreement provides for customary terminating provisions, including the right by the Company to terminate if the Licensee fails to make minimum royalty payments (as described below). 11 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3. Summary of Significant Accounting Policies (continued) In consideration for the License, during the initial term, the Licensee agreed to pay the Company a royalty of (x) five percent ( 5 %) on the first $ 20,000,000 of gross revenues derived from the Licensee’s commercialization of the License (net of customary discounts, sales taxes, delivery charges, and amounts for returns) (the “Gross Revenues”), (y) four and one -half percent ( 4.5 %) on the next $ 30,000,000 of Gross Revenues, and (z) five percent ( 5 %) on all Gross Revenues thereafter (collectively, the “Royalty”), subject to the following minimum royalty payments determined on a cumulative basis during the initial term: $ 500,000 in year 1, $ 750,000 in year 2, $ 1,500,000 in year 3, $ 2,000,000 in year 4, and $ 2,500,000 in year 5. If the License Agreement is extended beyond the initial term, then the parties will negotiate in good faith the royalty rate and the minimum royalty payments for the renewal term(s). In addition, to the extent the Licensee sublicenses any aspect of the License to a sub-licensee, the Licensee will pay to the Company fifty percent ( 50 %) of all payments received by the Licensee from such sublicensee. The Company may also provide the Licensee with professional services with respect to the License, and the Licensee will reimburse the Company for employees’ time, materials, and expenses incurred in providing such professional services. The Licensee also separately agreed to reimburse the Company for any third-party expenses incurred by the Company in developing the Company’s remaining and future residential projects. The License Agreement provides for customary indemnification obligations between the parties and further provides that the Licensee will indemnify the Company for any claims arising out of the commercialization of the License by the Licensee or any of its subsidiaries, contractors, or sublicensees. In addition, the License Agreement provides that the Company will provide the Licensee with cost estimates for the fabrication and manufacturing of residential projects in the Company’s existing pipeline as of the date of the License Agreement, and if such projects cannot be reasonably constructed and installed at or below such estimates, then the Licensee may withhold payment of any royalty due to the Company under the License Agreement on a dollar-for-dollar basis to offset the costs above the originally estimated amounts. Bu siness Combinations - The Company accounts for business acquisitions using the acquisition method of accounting in accordance with ASC 805 “Business Combinations”, which requires recognition and measurement of all identifiable assets acquired and liabilities assumed at their fair value as of the date control is obtained. The Company determines the fair value of assets acquired and liabilities assumed based upon its best estimates of the acquisition-date fair value of assets acquired and liabilities assumed in the acquisition. Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired. Subsequent adjustments to fair value of any contingent consideration are recorded to the Company’s condensed consolidated statements of operations. Costs that the Company incurs to complete the business combination are charged to general and administrative expenses as they are incurred. Variable Interest Entities – The Company accounts for certain legal entities as variable interest entities (“ VIE" ). When evaluating a VIE for consolidation, the Company must determine whether or not there is a variable interest in the entity. Variable interests are investments or other interests that absorb portions of an entity’s expected losses or receive portions of the entity’s expected returns. If it is determined that the Company does not have a variable interest in the VIE, no further analysis is required and the VIE is not consolidated. If the Company holds a variable interest in a VIE, the Company consolidates the VIE when there is a controlling financial interest in the VIE and therefore are deemed to be the primary beneficiary. The Company is determined to have a controlling financial interest in a VIE when it has both the power to direct the activities of the VIE that most significantly impact the VIE economic performance and the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to that VIE. This determination is evaluated periodically as facts and circumstances change. On August 27, 2020 the Company entered into a joint venture agreement with Clarity Lab Solutions, LLC (“Clarity Labs”) (the “JV”). In consideration and subject to Clarity Lab’s services and commitments and provided the agreement remains valid and in force, and is not terminated, SGB shall issue 200,000 restricted shares of SGB common stock over a defined vesting period starting in December 1, 2020. Clarity Labs is a licensed clinical laboratory that uses specialized molecular testing equipment and that focuses on the diagnosis and treatment of critical diseases, including COVID-19. Clarity Labs is also engaged in the business of manufacturing, importing and distributions various medical tests. Under the JV, the Company and Clarity Labs will jointly market, sell, and distributed certain products and services (“Clarity Mobile Venture”). As of September 30, 2020, the only activity of Clarity Mobile Venture was a cash transfer from the Company and is included in the condensed consolidated financial statements. 12 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3. Summary of Significant Accounting Policies (continued) Cash and cash equivalents – The Company considers cash and cash equivalents to include all short-term, highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less upon acquisition. Cash and cash equivalents totaled $ 13,047,565 as of September 30, 2020 and $ 1,625,671 as of December 31, 2019. Short-term investment – The Company classifies investments consisting of a certificate of deposit with a maturity greater than three months but less than one year as short-term investment. The Company had no short-term investment as of September 30, 2020 or December 31, 2019, respectively. Accounts receivable and allowance for credit losses – Accounts receivable are receivables generated from sales to customers and progress billings on performance type contracts. Amounts included in accounts receivable are deemed to be collectible within the Company’s operating cycle. The Company recognizes accounts receivable at invoiced amounts. The allowance for credit losses reflects the Company's best estimate of expected losses inherent in the accounts receivable balances. Management provides an allowance for credit losses based on the Company’s historical losses, specific customer circumstances, and general economic conditions. Periodically, management reviews accounts receivable and adjusts the allowance based on current circumstances and charges off uncollectible receivables when all attempts to collect have been exhausted and the prospects for recovery are remote. Recoveries are recognized when they are received. Actual collection losses may differ from our estimates and could be material to our condensed consolidated financial position, results of operations, and cash flows. Inventory – Raw construction materials (primarily shipping containers and fabrication materials) are valued at the lower of cost (first-in, first-out method) or net realizable value. Finished goods and work-in-process inventories are valued at the lower of cost or net realizable value, using the specific identification method. Medical equipment and COVID-19 test and testing supplies are valued at the lower of cost, (first-in, first-out method) or net realizable value. As of September 30, 2020 there was inventory of $ 166,120 for construction materials, and $ 646,200 of medical equipment and COVID-19 test and testing supplies. There was no inventory for December 31, 2019. Goodwill – The Company performs its impairment test of goodwill at the reporting unit level each fiscal year, or more frequently if events or circumstances change that would more likely than not reduce the fair value of its reporting unit below its carrying values. The Company performs a goodwill impairment test by comparing the fair value of the reporting unit with its carrying value and recognizes an impairment charge for the amount by which the carrying value exceeds the fair value, not to exceed the total amount of goodwill . The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, is recognized as an impairment loss. The Company’s evaluation of goodwill completed during the year ended December 31, 2019 resulted in impairment loss of $ 2,938,653 , which represents the total goodwill impairment loss to date. The impairment loss was due to a deterioration in the Company's estimated future cash flows. There were no impairments during the nine months ended September 30, 2020. The Company has taken the recent COVID-19 pandemic into consideration when determining impairment. 13 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3 . Summary of Significant Accounting Policies (continued) Intangible assets – Intangible assets consist of $ 2,766,000 of proprietary knowledge and technology, which is being amortized over 20 years. In addition, included in intangible assets is $7,928 for non-compete agreements which is being amortized over 5 years, $105,762 of trademarks, and $ 5,300 of website costs that are being amortized over 5 years and $18,848 of customer contracts over 1 year. The Company evaluated intangible assets for impairment during the year ended December 31, 2019, and determined that there were no impairment losses. There was no impairment during the nine months ended September 30, 2020. The accumulated amortization as of September 30, 2020 and 2019 was $ 610,157 and $ 1,578,034 , respectively. The amortization expense for the three months ended September 30, 2020 and 2019 was $ 36,281 and $ 36,281 , respectively. The amortization expense for the nine months ended September 30, 2020 and 2019 was $ 108,842 and $ 108,843 , respectively. The estimated amortization expense for the successive five years is as follows: For the year ending December 31,: 2020 $ 45,236 2021 176,234 2022 157,775 2023 155,981 2024 155,274 Thereafter 1,603,181 $ 2,293,681 Property, plant and equipment – Property, plant and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated lives of each asset. Estimated useful lives for significant classes of assets are as follows: computer and software 3 to 5 years, furniture and other equipment 5 to 7 years, automobiles 2 to 5 years, buildings held for lease 40 years, and equipment 5 t o 29 years. Repairs and maintenance are charged to expense when incurred. Convertible instruments – The Company bifurcates conversion options from their host instruments and accounts for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Common stock purchase warrants and other derivative financial instruments – The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement or (ii) provides a choice of net-cash settlement or settlement in the Company’s own shares (physical settlement or net-share settlement) providing that such contracts are indexed to the Company’s own stock. The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if any event occurs and if that event is outside the Company’s control) or (ii) gives the counterparty a choice of net-cash settlement or settlement shares (physical settlement or net-cash settlement). The Company assesses classification of common stock purchase warrants and other free standing derivatives at each reporting date to determine whether a change in classification between assets and liabilities or equity is required. 14 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3. Summary of Significant Accounting Policies (continued) Fair value measurements – Financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities are carried at cost, which the Company believes approximates fair value due to the short-term nature of these instruments. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The Company uses three levels of inputs that may be used to measure fair value: Level 1 Quoted prices in active markets for identical assets or liabilities. Level 2 Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 Inputs that are unobservable (for example, cash flow modeling inputs based on assumptions). Financial assets and liabilities measured at fair value on a recurring basis are summarized below as of September 30, 2020: Level 3: Significant unobservable inputs Total Earnout liability $ 752,559 $ 752,559 Transfer into and transfers out of the hierarchy levels are recognized as if they had taken place at the end of the reporting period. There were no transfers into or out of the hierarchy levels during the nine months ended September 30, 2020 or 2019, besides the transfer in of the earnout liability. Share-based payments – The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, including non-employee directors, the fair value of a stock option award is measured on the grant date. The fair value amount is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. The Company recognizes stock-based compensation expense on a graded-vesting basis over the requisite service period for each separately vesting tranche of each award. Stock-based compensation expense to employees and all directors are reported within payroll and related expenses in the consolidated statements of operations. Stock-based compensation expense to non-employees is reported within marketing and business development expense in the condensed consolidated statements of operations. Income taxes – The Company accounts for income taxes utilizing the asset and liability approach. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes generally represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from the differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company recognizes liabilities for anticipated tax audit issues based on the Company’s estimate of whether, and the extent to which, additional taxes will be due. If payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when the liabilities are no longer determined to be necessary. If the estimate of tax liabilities proves to be less than the ultimate assessment, a further charge to expense would result. 15 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 3. Summary of Significant Accounting Policies (continued) Concentrations of credit risk – Financial instruments, that potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents. The Company places its cash with high credit quality institutions. At times, such amounts may be in excess of the FDIC insurance limits. The Company has not experienced any losses in such account and believes that it is not exposed to any significant credit risk on the account. With respect to receivables, concentrations of credit risk are limited to a few customers in the construction industry. The Company performs ongoing credit evaluations of its customers’ financial condition and, generally, requires no collateral from its customers other than normal lien rights. At September 30, 2020 and December 31, 2019, 92 % and 92 %, respectively, of the Company’s gross accounts receivable were due from three and one customers. Revenue relating to four and two customers represented approximately 83 % and 94 % of the Company’s total revenue for the three months ended September 30, 2020 and 2019, respectively. Revenue relating to three and two customers represented approximately 53 % and 87 % of the Company's total revenue for the nine months ended September 30, 2020 and 2019, respectively. Cost of revenue relating to two vendors represented approximately 63 % and 93 % of the Company's total cost of revenue for the three months ended September 30, 2020 and 2019, respectively. Cost of revenue relating to four vendors represented approximately 67 % and 94 % of the Company’s total cost of revenue for the nine months ended September 30, 2020 and 2019, respectively. The Company believes it has access to alternative suppliers, with limited disruption to the business, should circumstances change with its existing suppliers. 4. Accounts Receivable At September 30, 2020 and December 31, 2019, the Company’s accounts receivable consisted of the following: 2020 2019 Billed: Construction services $ 4,475,588 $ 1,321,575 Engineering services 5,232 14,594 Retainage receivable 615,136 544,911 Other receivable 26,959 6,000 Total gross receivables 5,122,915 1,887,080 Less: allowance for credit losses ( 785,895 ) ( 785,895 ) Total net receivables $ 4,337,020 $ 1,101,185 Receivables are evaluated for collectability and allowances for potential losses are established or maintained on applicable receivables. There was no provision for doubtful accounts, no recoveries collected for doubtful accounts and no write offs during the nine months ended September 30, 2020. There was no provision for doubtful accounts, $ 54,000 in recoveries collected for doubtful accounts and no write offs for the year ended December 31, 2019. 16 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 5. Contract Assets and Contract Liabilities Costs and estimated earnings on uncompleted contracts, which represent contract assets and contract liabilities, consisted of the following at September 30, 2020 and December 31, 2019 : 2020 2019 Costs incurred on uncompleted contracts $ 631,790 $ 513,558 Estimated earnings to date on uncompleted contracts 149,717 127,032 Gross contract assets 781,507 640,590 Less: billings to date ( 3,491,007 ) ( 703,532 ) Net contract liabilities, on uncompleted contracts $ ( 2,709,500 ) $ ( 62,942 ) The above amounts are included in the accompanying condensed consolidated balance sheets under the f ollowing captions at September 30, 2020 and December 31, 2019 . 2020 2019 Contract assets $ 151,230 $ 106,015 Contract liabilities ( 2,860,730 ) ( 168,957 ) Net contract liabilities $ ( 2,709,500 ) $ ( 62,942 ) Although management believes it has established adequate procedures for estimating costs to complete on open contracts, it is at least reasonably possible that additional significant costs could occur on contracts prior to completion. The Company peri odically evaluates and revises its estimates and makes adjustments when they are considered necessary. 6. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization and depreciated using the straight-line method over their useful lives. At September 30, 2020 and December 31, 2019, the Company’s property, plant and equipment, net consisted of the following: 2020 2019 Computer equipment and software $ 25,472 $ 18,862 Furniture and other equipment 1,885 1,885 Equipment and machinery 792,566 — Automobiles 5,154 — Building held for leases 869,979 — Construction in progress 45,567 — Property, plant and equipment 1,740,623 20,747 Less: accumulated depreciation ( 10,703 ) ( 9,000 ) Property, plant and equipment, net $ 1,729,920 $ 11,747 Depreciation expense for the three months ended September 30, 2020 and 2019 amounted to $ 1,011 and $ 3,136 , respectively. Depreciation expense for the nine months ended September 30, 2020 and 2019 amounted to $ 2,858 and $ 8,697 respectively. 17 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 7. Notes Receivable On January 21, 2020, CPF GP 2019-1 LLC (“CPF GP”) issued to the Company a promissory note in the principal amount of $ 400,000 (the “Company Note”) and issued to Paul Galvin, the Company’s Chairman and CEO, a promissory note in the principal amount of $ 100,000 (the “Galvin Note”). The transaction closed on January 22, 2020, on which date the Company loaned CPF GP 2019-1 LLC $ 400,000 and Mr. Galvin personally loaned CPF GP $ 100,000 on behalf of the Company. The Company Note and Galvin Note were issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement”), as amended on October 15, 2019 and November 7, 2019 by and between the CPF GP and the Company, and bear interest at five percent ( 5 %) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner; provided, that the terms of the Galvin Note provide that all interest payments due to Mr. Galvin under the Galvin Note shall be paid directly to, and for the benefit of, the Company. In April 2020, CPF GP issued to the Company a promissory note in the principal amount of $ 250,000 (the “Company Note 2”). The transaction closed on April 15, 2020, on which date the Company loaned CPF GP 2019-1 LLC $ 250,000 . The Company Note was issued pursuant to that certain Loan Agreement and Promissory Note, dated October 3, 2019 (the “Loan Agreement 2”), as amended on October 15, 2019 and November 7, 2019 by and between the CPF GP and the Company, and bear interest at five percent ( 5 %) per annum, payable, together with the unpaid principal amount of the promissory notes, on the earlier of the July 31, 2023 maturity date or upon the liquidation, redemption sale or issuance of a dividend upon the LLC interests in CPF MF 2019-1 LLC, a Texas limited liability company of which CPF GP is the general partner. 8. Notes Payable On February 4, 2020, the Company entered into a Securities Purchase Agreement with an accredited investor, pursuant to which the Company issued to the investor a secured note in the aggregate principal amount of $ 200,000 (“Note”) that bears interest at a rate of nine percent ( 9 %) per annum, due on July 31, 2023 , that is secured under a Pledge Agreement, dated February 4, 2020, entered into with the investor by a security interest in the royalty payable to the Company under that certain Exclusive License Agreement, dated October 3, 2019, with CPF GP 2019-1 LLC. The Company had the right to prepay the Note, in whole or in part, at any time and from time to time, without premium or penalty. During the nine months ending September 30, 2020, the Note to investor of $ 200,000 and unpaid accrued interest of $ 6,263 was converted into 73,665 shares of the Company's common stock. 9. Business Combination On September 17, 2020, the Company, through SG Echo, LLC (its wholly owned subsidiary), entered into an Asset Purchase Agreement (“APA " ) to acquire substantially all of the assets of Echo DCL, LLC (“Echo”) for $ 1,059,600 in cash (the “Echo Acquisition”), except for ECHO DCL's real estate holdings. The Echo Acquisition closed on September 23, 2020. In addition, the sellers of Echo have the potential of additional consideration based upon the APA. In accordance with ASC 805, the Echo Acquisition is accounted for as a business combination. The Echo Acquisition was made for the purpose of expanding the Company’s footprint into the modular manufacturing business. The purchase consideration amounted to: Cash $ 1,059,600 Earnout liability 752,559 Settlement of accounts receivable and net contract liabilities ( 94,980 ) $ 1,717,179 The settlement of accounts receivable and net contract liabilities represents amounts effectively settled upon the purchase of Echo, which originated from contacts between the Company and Echo prior to the purchase date. The following table summarizes the preliminary allocation of the purchase price to the assets acquired and liabilities assumed for the Echo Acquisition: 18 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 9. Business Combination (continued) Cash and cash equivalents $ 316,432 Accounts receivable 252,557 Inventories 130,799 Prepaid expenses and other current assets 7,400 Property, plant and equipment 1,672,609 Right-of-use assets 57,120 Intangible assets 103,718 Accounts payable and accrued expenses ( 733,529 ) Contract liabilities ( 32,807 ) Lease liability ( 57,120 ) $ 1,717,179 As part of the Echo Acquisition, the Company recorded a contingent consideration liability for additional payments due to the sellers of Echo, and is included in earnout liability. These payments are due in accordance with the APA and are based upon the net income obtained from the Echo business during certain earnout periods. The initial contingent consideration liability of $ 752,559 was based on the fair value of the contingent consideration liability at the acquisition date, and is payable in cash and shares of restricted common stock of the Company. As of September 30, 2020, the Company has not completed its measurement period with respect to the Echo transaction. The amounts above represent provisional amounts recorded at this time and are subject to adjustments once the measurement period has ended. 10. Leases The Company leases an office, a plant and certain equipment under non-cancelable operating lease agreements. The leases have remaining lease terms of two and a half years to five years. The plant lease includes an option to extend the lease for up to five years. Supplemental balance sheet information related to leases is as follows: Balance Sheet Location September 30, 2020 Operating Leases Right-of-use assets, net $ 1,567,074 Current liabilities Lease liability, current maturities 311,745 Non-current liabilities Lease liability, net of current maturities 1,255,329 Total operating lease liabilities $ 1,567,074 Finance Leases Right-of-use assets $ 57,120 Current liabilities Lease liability, current maturities 20,160 Non-current liabilities Lease liability, net of current maturities 36,960 Total finance lease liabilities $ 57,120 Weighted Average Remaining Lease Term Operating leases 4.9 years Finance leases 2.9 years Weighted Average Discount Rate Operating leases 3 % Finance leases 3 % 19 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 10. Leases (continued) As the leases do not provide an implicit rate, the Company used an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments, which is reflective of the specific term of the leases and economic environment of each geographic region. Anticipated future lease costs, which are based in part on certain assumptions to approximate minimum annual rental commitments under non-cancelable leases, are as follows: Year Ending December 31, Operating Financing Total 2020 (remaining) $ 87,300 $ 4,555 $ 91,855 2021 349,200 20,160 369,360 2022 349,200 20,160 369,360 2023 330,300 12,245 342,545 2024 324,000 - 324,000 Thereafter 243,000 - 243,000 Total lease payments 1,683,000 57,120 1,740,120 Less: Imputed interest 115,926 - 115,926 Present value of lease liabilities $ 1,567,074 $ 57,120 $ 1,624,194 Operating leases for office space and the plant, with total lease payments of $ 1,683,000 , has been leased from an affiliate of the Company, and an affiliate of the sellers of Echo. Under the APA, the contingent consideration potentially due to the sellers may be paid in restricted common stock of the Company. 11. Net Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of the common shares issuable upon the exercise of stock options and warrants. Potentially dilutive common shares are excluded from the calculation if their effect is antidilutive. At September 30, 2020 , there were options, including options granted to non-employees and non-directors, restricted stock units and warrants to purchase 52,337 , 465,518 and 353,190 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. Because the Company had a net loss as of September 30, 2020 , it is prohibited from including potential common shares in the computation of diluted per share amounts. Accordingly, the Company has used the same number of shares outstanding to calculate both the basic and diluted loss per share. At September 30, 2019 , there were options , including options to non-employees and non-directors, restricted stock units and warrants to purchase 54,003 , 23,697 and 53,189 shares of common stock, respectively, outstanding that could potentially dilute future net income per share. 20 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 12. Convertible Debentures On November 12, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an investor, pursuant to which the Company issued to the investor a senior secured convertible debenture in the principal amount of $ 480,770 (the “Debenture”) for proceeds of $ 375,000 (representing an original issue discount of 22 %). The Company received net proceeds of approximately $ 326,250 after deducting certain fees due to the placement agent and certain transaction expenses. The Debenture was due 110 days after issuance and was secured under a Security Agreement, dated November 12, 2019, entered into with the investor (the “Security Agreement”) by a security interest in all of the Company’s existing and future assets, subject to existing security interests and exceptions. The Company had the right to redeem all or a portion of the outstanding principal of the Debenture (i) prior to the maturity date without interest and with no conversion by the investor and (ii) after the maturity date at a premium of 120 %, and with interest accruing at 24 % from the maturity date. A s of December 13, 2019 the Debenture was paid back in full to the investor. The Debenture was convertible into shares of the Company’s common stock only upon (i) the occurrence of an Event of Default (as defined in the Debenture) or (ii) at maturity in the event any principal remained outstanding, at a conversion price equal to the lower of (x) 67.5 % of the lowest daily VWAPs of the common stock during the five consecutive trading days immediately preceding the Event of Default or date of maturity or (y) if the Debenture was not fully paid as of the Maturity, the lowest daily VWAP during the ten ( 10 ) consecutive trading days immediately preceding the date of the applicable Conversion, and based on a conversion amount determined by the product of (x) the portion of the principal and accrued interest to be converted and (y) 120 % or (y) if the Debenture was not fully paid as of the Maturity Date and no conversions had been effected under the Debenture, the lowest daily VWAP during the ten ( 10 ) consecutive Trading Days immediately preceding the date of the applicable Conversion; provided, however, that the Company will not issue any shares of common stock upon conversion of the Debenture if the investor would exceed the aggregate number of shares of common stock which the Company may issue upon conversion or exercise (as the case may be) of the Debenture without breaching the Company’s obligations under the rules or regulations of the Nasdaq Stock Market, including rules related to the aggregate of offerings under NASDAQ Listing Rule 5635 (d) (which limited such issuance to 60,048 shares, which was 19.99 % of the Company’s outstanding shares as of the date of issuance). In addition, subject to limited exceptions, the investor did not have the right to convert any portion of the Debenture if the investor, together with its affiliates, would beneficially own in excess of 4.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion and under no circumstances may convert the Debenture if the investor, together with its affiliates, would beneficially own in excess of 9.99 % of the number of shares of the Company’s common stock outstanding immediately after giving effect to its conversion. In connection with this transaction, the Company entered into a Placement Agency Agreement (the “ Placement Agency Agreement ”) with ThinkEquity, a division of Fordham Financial Management, Inc. (the “ Placement Agent ”), pursuant to which the Company had agreed to pay the Placement Agent a cash fee equal to 9 % of the gross proceeds received by the Company from the investor in this transaction, as well as a one-time expense fee of $ 15,000 for aggregate out-of-pocket expenses incurred collectively in this transaction. Pursuant to the Placement Agency Agreement, the Company also agreed to grant to the Placement Agent or its designees warrants to purchase up to 9 % of the aggregate number of shares of common stock underlying the Debenture, which was equal to 5,404 shares of common stock, at an exercise price of 110 % of the closing price of the Company’s common stock on the closing date (the “ Placement Agent Warrants ”). The Placement Agent Warrants were exercisable, in whole or in part, commencing on the issuance date and have an exercise period of five years . In the event that there is not an effective registration statement permitting for the resale of the shares underlying the Placement Agent Warrants, the Placement Agent Warrant’s shall be exercisable on a cashless basis. There are significant restrictions pursuant to FINRA Rule 5110 against transferring the Placement Agent’s Warrants and the shares issuable upon exercise of the Placement Agent Warrants during the one hundred eighty (180) days after the closing date. On December 10, 2019, the Company and ThinkEquity entered into a waiver agreement (“Waiver of Warrant”) pursuant to which ThinkEquity surrendered its rights to a warrant previously issued to ThinkEquity on November 12, 2019 to purchase 5,404 shares of the Company’s common stock as compensation for acting as placement agent for the private placement of the Debenture. 21 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 13. Construction Backlog The following represents the backlog of signed construction and engineering contracts in existence at September 30, 2020 and December 31, 2019, which represents the amount of revenue the Company expects to realize from work to be performed on uncompleted contracts in progress and from contractual agreements in effect at September 30, 2020 and December 31, 2019, respectively, on which work has not yet begun: 2020 2019 Balance - beginning of period $ 17,634,261 $ 97,657,379 New contracts and change orders during the period 8,662,873 17,659,053 Adjustments and cancellations, net ( 27,370 ) ( 94,697,336 ) Subtotal 26,269,764 20,619,096 Less: contract revenue earned during the period ( 1,404,265 ) ( 2,984,835 ) Balance - end of period $ 24,865,499 $ 17,634,261 Backlog at September 30, 2020 included one large contract entered into by the Company during the third quarter of 2019 in the amount of approximately $ 17 million, and entered into two contracts during the third quarter of 2020 in the amount of approximately $4 million and approximately $2.95 million. The Company expects that all of this revenue will be realized by September 30, 2022. During the second quarter of 2019, the Company moved a $ 25.0 million contract out of backlog after receiving a cancellation notice from the customer. During the third quarter of 2019, the Company removed two contracts in the amount of $ 55 million and $ 15 million out of backlog due to the fact that these projects fall under the exclusive license agreement (“ELA”) executed during the fourth quarter of 2019. Under the ELA, the Company cannot guarantee, but expects to receive, approximately $ 2.4 million in royalties for one such project. The Company expects to receive these royalties for this one such project through June 30, 2022. Backlog does not include expected royalty fees to the Company under the ELA from projects to be delivered by our licensee. The Company’s remaining backlog as of September 30, 2020 represents the remaining transaction price of firm contracts for which work has not been performed and excludes unexercised contract options. The Company expects to satisfy its backlog which represents the remaining unsatisfied performance obligation on contracts as of September 30, 2020 over the following period: 2020 Within 1 year $ 12,009,249 1 to 2 years 12,856,250 Total Backlog $ 24,865,499 Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost and project deferrals, as appropriate. 22 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 14. Stockholders’ Equity Public Offerings – In June 2017, the Company issued 75,000 shares of its common stock at $ 100.00 per share through the Public Offering. The Company incurred $ 1,388,615 in issuance costs from the Public Offering and issued 3,750 warrants valued at $ 55,475 to the underwriters (as discussed in Note 15). In July 2017, as permitted by the underwriting agreement entered into in connection with the Public Offering, the underwriters exercised their option to purchase an additional 11,250 shares of common stock at $ 100.00 per share. The Company incurred $ 176,771 in issuance costs from this issuance. In connection with this exercise, certain affiliates of the underwriters were granted additional warrants to purchase 563 shares of common stock in the aggregate valued at $ 8,321 (as discussed in Note 15). In connection with and prior to the Public Offering, the Company issued 90,084 shares of its common stock upon conversion of all outstanding preferred stock and 25,833 shares of its common stock upon conversion of the previously outstanding convertible debentures. In December 2019 , the Company completed a public offering of its common stock (the “Public Offering”). In connection with the Public Offering, the Company sold 857,500 shares of common stock at a public offering price of $ 3.00 per share, resulting in aggregate net proceeds of $ 2,117,948 after deducting underwriting discounts and commissions and other expenses related to the offering. The Company incurred $ 454,552 in issuance costs from the Public Offering and no warrants to purchase were issued to the underwriters. In April 2020, the Company also completed a public offering of its common stock (the "April Public Offering"). In connection with the April Public Offering, the Company sold 440,000 shares of common stock at a public offering price of $ 4.25 per share, resulting in aggregate net proceeds of approximately $ 1,522,339 after deducting underwriting discounts and commissions and other expenses related to the offering. The Company incurred a total of approximately $ 347,661 in issuance costs in connection with the offering and no warrants to purchase were issued to the underwriters. In May 2020, the Company completed a public offering of its common stock (the "May Public Offering"). In connection with the May Public Offering, the Company sold 6,000,000 shares of common stock at a public offering price of $ 2.50 per share. Pursuant to the terms of the related Underwriting Agreement dated May 6, 2020 by and among the Company and ThinkEquity, a division of Fordham Financial Management, Inc., as representatives of several underwriters named therein ("ThinkEquity"), ThinkEquity was granted an over-allotment option to purchase up to an additional 900,000 shares of the Company's common stock, par value $ 0.01 per share (the "Common Stock"), in connection with the previously announced public offering. On May 15, 2020, ThinkEquity exercised in full such option with respect to all 900,000 shares of the Company's Common Stock (the "Option Shares"). After giving effect to the full exercise of the over-allotment option, the total number of shares of Common Stock sold by the Company in the May Public Offering was 6,900,000 shares of Common Stock and total net proceeds to the Company, after deducting underwriting discounts and commissions and other offering expenses payable by the Company, were approximately $ 15,596,141 . The Company incurred a total of approximately $ 1,653,859 in issuance costs in connection with the offering and issued warrants to purchase 300,000 shares of common stock to the underwriters. 23 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 14. Stockholders’ Equity (continued) Securities Purchase Agreement – In April 2019 , the Company issued 42,388 shares of its common stock at $ 22.00 per share through a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors and accredited investors. Concurrently with the sale of the common stock, pursuant to the Purchase Agreement, the Company also sold common stock purchase warrants to such investors to purchase up to an aggregate of 42,388 shares of common stock. The Company incurred $ 379,816 in issuance costs from the offering and issued 4,239 warrants to the underwriters. The warrants are further discussed in Note 13 . Decrease in Authorized Shares – On June 5, 2019, at the Company’s annual meeting of stockholders, the stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to decrease the number of authorized shares of common stock from 300,000,000 to 25,000,000 shares. Following the meeting, on June 5, 2019, the Company filed a certificate of amendment to the amended and restated certificate of incorporation to decrease its authorized shares of common stock accordingly. There was no change to the number of authorized shares of preferred stock. Underwriting Agreement – In August 2019 , the Company issued 45,000 shares of its common stock at $ 17.00 per share pursuant to the terms of an Underwriting Agreement (the “Underwriting Agreement”) to the public. The Company incurred $ 181,695 in issuance costs from the offering and issued warrants to purchase 2,250 shares of common stock to the underwriter. The warrants are further discussed in Note 15. 15. Warrants In conjunction with the June 2017 Public Offering, the Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,313 shares of common stock at an exercise price of $ 125.00 per share. The warrants are exercisable at the option of the holder on or after June 21, 2018 and expire June 21, 2023 . The fair value of warrants was calculated utilizing a Black-Scholes model and amounted to $ 63,796 . The fair market value of the warrants as of the date of issuance has been included in issuance costs in additional paid-in capital. In conjunction with the Purchase Agreement in April 2019, the Company also sold warrants to purchase up to an aggregate of 42,388 shares of common stock at an initial exercise price of $ 27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire October 29, 2024 . T he Company issued to certain affiliates of the underwriters, as compensation, warrants to purchase an aggregate of 4,239 shares of common stock at an initial exercise price of $ 27.50 per share. The warrants are exercisable at the option of the holder on or after October 29, 2019 and expire April 24, 2024 . In conjunction with the Underwriting Agreement in August 2019, the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 2,250 shares of common stock at an initial exercise price of $ 21.25 per share. The warrants are exercisable at the option of the holder on or after February 1, 2020 and expire August 29, 2024 . In conjunction with the Underwriting Agreement in May 2020 , the Company issued to the underwriter, as compensation, warrants to purchase an aggregate of 300,000 shares of common stock at an initial exercise price of $ 3.14 per share. The warrants are exercisable at the option of the holder on or after November 6, 2020 and expire May 5, 2025 . 24 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 16 . Share-based Compensation On October 26, 2016, the Company’s Board of Directors approved the issuance of up to 25,000 shares of the Company’s common stock in the form of restricted stock or options (“ 2016 Stock Plan”). Effective January 20, 2017, the 2016 Stock Plan was amended and restated as the SG Blocks, Inc . Stock Incentive Plan, as further amended eff ective June 1, 2018 and as further amended on July 30, 2020 (the “Incentive Plan”). The Incentive Plan authorizes the issuance of up to 1,125,000 shares of common stock. It authorizes the issuance of equity-based awards in the form of stock options, stock appreciation rights, restricted shares, restricted share units, other share-based awards and cash-based awards to non-employee directors and to officers, emplo yees and consultants of the Company and its subsidiary, except that incentive stock options may only be granted to the Company’s employees and its subsidiary’s employees. The Incentive Plan expires on October 26, 2026, and is administered by the Company’s Compensation Committee of the Boa rd of Directors. Each of the Company’s employees, directors, and consultants are eligible to participate in the Incentive Plan. As of September 30, 2020, there were 582,473 shares of common stock available for issuance under the Incentive Plan . Stock-Based Compensation Expense Stock-based compensation expense is included in the condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Payroll and related expenses $ 303,169 $ 139,402 $ 414,563 $ 472,014 General and administrative expenses — — 57,120 — Marketing and business development expenses — 3,375 — 10,125 Total $ 303,169 $ 142,777 $ 471,683 $ 482,139 The following table presents total stock-based compensation expense by security type included in the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options $ 2,667 $ 40,098 $ 8,000 $ 112,293 Restricted Stock Units 300,502 102,679 463,683 369,846 Total $ 303,169 $ 142,777 $ 471,683 $ 482,139 Stock-Based Option Awards The Company has issued no stock-based options during the nine months ended September 30, 2020 and 2019. The fair value of the stock-based option awards granted during the nine months ended September 30,2020 and 2019 were estimated at the date of grant using the Black-Scholes option valuation model with the following assumptions: 2019 Expected dividend yield — % Expected stock volatility 68.35 % Risk-free interest rate 2.44 % Expected life 3.00 25 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 16. Share-based Compensation (continued) Because the Company does not have significant historical data on employee exercise behavior, the Company uses the “Simplified Method” to calculate the expected life of the stock-based option awards granted to employees. The simplified method is calculated by averaging the vesting period and contractual term of the options. The following table summarizes stock-based option activities and changes during the nine months ended September 30, 2020 as described below: Shares Weighted Average Fair Value Per Share Weighted Average Exercise Price Per Share Weighted Average Remaining Terms (in years) Aggregate Intrinsic Value Outstanding – December 31, 2019 53,170 $ 24.80 $ 81.20 7.40 $ — Granted — — — — — Exercised — — — — — Cancelled ( 833 ) — — — — Outstanding – September 30, 2020 52,337 24.75 81.60 6.65 $ — Exercisable – December 31, 2019 52,649 24.80 81.20 7.39 — Exercisable – September 30, 2020 52,128 $ 24.74 $ 81.56 6.64 $ — For the three months ended September 30, 2020 and 2019, the Company recognized stock-based compensation expense of $ 2,667 and $ 40,098 , respectively. For the nine months ended September 30, 2020 and 2019, the Company recognized stock-based compensation expense of $ 8,000 and $ 112,293 , respectively, related to stock options. This expense is included in payroll and related expenses, in the accompanying condensed consolidated statements of operations. As of September 30, 2020, there was $ 5,335 of total unrecognized compensation costs related to non-vested stock options, which will be expensed over a weighted average period of less than one year. The intrinsic value is calculated as the difference between the fair value of the stock price at year end and the exercise price of each of the outstanding stock options. The fair value of the stock price at September 30, 2020 was $ 1.81 per share. Restricted Stock Units On March 22, 2019, a total of 15,703 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, six employees and one consultant of the Company, under the Company's stock-based compensation plan, at the fair value of $ 54.00 per share, which represents the closing price of the Company's common stock on February 26, 2019, as adjusted for stock splits. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Shetty, and an aggregate of six employees and one consultant of 6,139 , 772 , 5,729 and an aggregate of 3,063 , respectively, vest in installments over either a one -year, two -year, three -year and four -year period and will fully vest by the end of December 31, 2022. The fair value of these units upon issuance amounted to $ 847,957 . On January 15, 2019 and February 26, 2019, a total of 526 of restricted stock units were granted to two of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $ 58.80 and $ 55.20 per share, respectively, which represents the average closing price of the Company’s common stock for the ten trading days immediately preceding and including the grant date, as adjusted for stock splits. The restricted stock units granted on January 15, 2019 vested on January 15, 2020, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The restricted stock units granted on February 26, 2019 vested on the earlier of (A) the first anniversary of the date of the grant or (B) the date of the 2019 annual meeting of the Company’s stockholders subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Board of Directors or death or disability. 26 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 16. Share-based Compensation (continued) On April 14, 2020, a total of 35,331 of restricted stock units were granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran , five employees and two consultants of the Company, under the Company's stock-based compensation plan, at the fair value of $ 4.76 per share, which represents the closing price of the Company's common stock on April 14, 2020. Restricted stock units granted to Mr. Galvin, Mr. Armstrong, Mr. Sheeran, and an aggregate of five employees and one consultant of 11,331 , 1,000 , 3,000 and an aggregate of 8,000 , respectively, will vest in full on the first anniversary of the vesting commencement date and one consultant received 12,000 restricted stock units that vested immediately on April 15, 2020. The fair value of these units upon issuance amounted to $ 168,176 . On April 14, 2020, a total of 12,000 of restricted stock units were granted to three of the Company’s non-employee directors, under the Incentive Plan, at the calculated fair value of $ 4.76 per share, which represents the closing price of the Company’s common stock on April 14, 2020. The restricted stock units granted on April 14, 2020 will fully vest on April 14, 2021, subject to each individual’s continued service as a director of the Company through such date, and are payable six months after the termination of the director from the Company’s Board of Directors or death or disability. The fair value of these units upon issuance amounted to $ 57,120 . On September 23, 2020, a total of 425,000 of restricted stock units were granted to Mr. Armstrong, Mr. Sheeran, seven employees and one consultant of the Company, under the Company's stock-based compensation plan, at the fair value of $ 1.81 per share, which represents the closing price of the Company's common stock on September 23, 2020. Restricted stock units granted to Mr. Armstrong, Mr. Sheeran, and an aggregate of seven employees and one consultant of 50,000, 75,000 and an aggregate of 300,000, respectively, and 1/3 will vest on September 23, 2020, 1/3 on the one year anniversary of the grant date and 1/3 on the two year anniversary of the grant date. The fair value of these units upon issuance amounted to $769,250. For the three months ended September 30, 2020 and 2019, the Company recognized stock-based compensation expense of $ 300,502 and $ 102,679 related to restricted stock units. For the nine months ended September 30, 2020 and 2019, the Company recognized stock-based compensation of $ 463,683 and $ 369,846 related to restricted stock units. This expense is included in the payroll and related expenses, general and administrative expenses, and marketing and business development expense in the accompanying condensed consolidated statement of operations. For the nine months ended September 30, 2020 and 2019, the Company recognized $ 0 and $ 162,941 , respectively, related to restricted stock units in lieu of accrued compensation. The following table summarized restricted stock unit activities during the nine months ended September 30, 2020: Number of Shares Non-vested balance at January 1, 2020 8,938 Granted 472,331 Vested ( 17,512 ) Forfeited/Expired ( 4,000 ) Non-vested balance at September 30, 2020 459,757 27 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 17. Commitm ents and Contingencies Legal Proceedings The Company is subject to certain claims and lawsuits arising in the normal course of business. The Company assesses liabilities and contingencies in connection with outstanding legal proceedings utilizing the latest information available. Where it is probable that the Company will incur a loss and the amount of the loss can be reasonably estimated, the Company records a liability in our consolidated financial statements. These legal accruals may be increased or decreased to reflect any relevant developments on a quarterly basis. Where a loss is not probable or the amount of the loss is not estimable, the Company does not record an accrual, consistent with applicable accounting guidance. Based on information currently available, advice of counsel, and available insurance coverage, the Company believes that the established accruals are adequate and the liabilities arising from the legal proceedings will not have a material adverse effect on the consolidated financial condition. However, that in light of the inherent uncertainty in legal proceedings there can be no assurance that the ultimate resolution of a matter will not exceed established accruals. As a result, the outcome of a particular matter or a combination of matters may be material to the results of operations for a particular period, depending upon the size of the loss or the income for that particular period. Pizzarotti Litigation - On or about August 10, 2018 Pizzarotti, LLC filed a complaint against the Company and Mahesh Shetty, the Company’s former President and CFO, and others, seeking unspecified damages for an alleged breach of contract by the Company and another entity named Phipps & Co. (“Phipps”). The lawsuit was filed as Pizzarotti, LLC. v. Phipps & Co., et al., Index No. 653996/2018 and commenced in the Supreme Court of the State of New York for the County of New York. On or about April 1, 2019, Phipps filed cross-claims against the Company and Mr. Shetty asserting claims for indemnification, contribution, fraud, negligence, negligent misrepresentation, and breach of contract. SG Blocks has likewise cross claimed against Phipps for indemnification and contribution, claiming that any damages to the Plaintiff were the result of the acts or omissions of Phipps and its principals. Pizzarotti’s suit arose from a contract dated April 3, 2018 that it executed with Phipps whereby Pizzarotti, a construction manager, engaged Phipps to perform stone procuring and tile work at a construction project located at 161 Maiden Lane, New York 10038. Pizzarotti’s claims against the Company arise from a purported assignment agreement dated August 10, 2018, whereby Pizzarotti claims that the Company agreed to assume certain obligations of Phipps under a certain trade contract between Pizzarotti and Phipps & Co. Phipps’ claims against the Company arise from a purported Assignment Agreement, dated as of May 30, 2018, between Pizzarotti, Phipps and the Company (the “Assignment Agreement”), pursuant to which the Company purportedly provided a letter of credit in connection with the sub-contracted work to be provided by Phipps to Pizzarotti. The Company believes that the Assignment Agreement was void for lack of consideration and moved to dismiss the case on those and other grounds. On June 17, 2020, the New York Supreme Court entered an order dismissing certain claims against the Company brought by cross claimant Phipps & Co. Specifically, the court dismissed Phipps’ claims for indemnification, contribution, fraud, negligence and negligent misrepresentation. The court did not dismiss Phipps’ claim for breach of the Assignment Agreement. The issue of the validity of the Assignment Agreement, and the Company’s defenses to the claims brought by the plaintiff Pizzarotti and cross claimant Phipps will have to be litigated. The Company maintains that the Assignment Agreement, to the extent valid and enforceable, was properly terminated and/or there are no damages, and, consequently, that the claims brought against the Company are without merit. The Company intends to vigorously defend the litigation. The parties to the litigation have completed the exchange of written discovery and are in the process of scheduling depositions which are expected to be conducted within the next thirty (30) days but may be extended on the consent of the parties. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. 28 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 17. Commitm ents and Contingencies (continued) Vendor Litigation - On January 1, 2019, SG Blocks filed a suit against Teton Buildings, LLC (“Teton”) to recover breach of contract damages of approximately $ 2,100,000 plus attorneys’ fees related to the HOLA Community Partners construction project in Los Angeles, California (the “HOLA Project”), for which Teton was engaged by the Company to supply modular units in early 2017. The Company’s complaint alleged that Teton failed to comply with specific product requirements with respect to the modular units for the HOLA Project and that Teton’s delay and product quality resulted in damages. The Company’s claims include breach of contract, negligence, and breach of express warranty. The lawsuit was filed as SG Blocks, Inc. v. Teton Buildings, LLC ; Case Number 2019-02827 in the United States District Court for the Southern District of Texas. Teton filed for Chapter 11 bankruptcy on October 16, 2019, and filed a Suggestion of Bankruptcy in the Harris County Court on October 29, 2019. The bankruptcy is currently pending in the United States Bankruptcy Court for Southern District of Texas, Houston Division styled In re: Teton Buildings, LLC and bearing the case number 19-35811. Pursuant to the Suggestion of Bankruptcy, the state-court litigation has been stayed. On or about March 16, 2020, the Bankruptcy Court converted Teton’s Chapter 11 reorganization case to a Chapter 7 liquidation case. On July 18, 2019, Ronald Sommers, the Chapter 7 Trustee, filed a Report of No Distribution stating that there is no property available for distribution to creditors. On August 20, 2019, the Bankruptcy Court closed the Teton bankruptcy case. The Company, through its insurance carrier Endurance American Specialty Insurance Company is pursuing a claim against Teton’s general liability insurance policy with Depositors Insurance Company, a division of Nationwide Insurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. HOLA Community Partners/City of Los Angeles Matter . On or about April 13, 2020, the Company commenced an action against HOLA Community Partners (“HOLA”), a California non-profit corporation, Heart of Los Angeles Youth, Inc., and the City of Los Angeles, in the United States District Court Central District Of California, Western Division, arising out of a certain Construction and Delivery Agreement (“HOLA Agreement”), dated June 1, 2017, pursuant to which HOLA hired the Company for design, engineering, fabrication, and installation services in connection with a 33,250 square foot arts and recreation center in Lafayette Park, in Los Angeles, California (the “HOLA Project”) . The Company alleges that HOLA Community Partners owes the Company certain amounts due for work performed on the HOLA Project and extra costs incurred due to delays and impacts caused by HOLA Community Partners. Prior to the commencement of suit HOLA Community Partners disputed the amounts owed, and claimed that the Company failed to meet its contractual obligations. The Company has asserted claims against that HOLA for (i) breach of contract; (2) damages for conversion; (3) default under security agreement and judicial foreclosure; (4) misappropriation of trade secrets under Cal.Civ. Code §3426; (5) misappropriation of trade secrets under 18 U.S.C. § 1836; (6) intentional interference with contractual relations; and (7) negligence, seeking in excess of $ 1 million in damages, plus statutory damages and attorneys’ fees. The Company has also brought a claim of negligence against the City of Los Angeles, to wit, that the City negligently failed to require HOLA to provide the payment bond required by Civil Code Cal.Civ. Code §9550, effectively depriving the Company of the ability to seek recovery from such payment bond. On or about April 20, 2020, HOLA commenced a separate action against the Company and several other co-defendants, including, T eton Buildings, LLC, Avesi Construction, LLC, American Home Building and M asonry Corp., in the Superior Court of the State of California for the County of Los Angeles (“HOLA Action”) raising claims of negligence , strict products liability , breach of contract , breach of express warranty and violation of California business and professions code §703l(b) all arising out of and related to the HOLA Agreement and HOLA Project. HOLA claims damages in excess of $ 4 million plus attorneys’ fees. On May 14, 2020, the Company removed the HOLA Action to the United States District Court for the Central District Of California, Western Division. Upon removal to Federal court the HOLA Action was consolidated with the Company’s earlier filed action before the Hon. Otis D. Wright, II, U.S.D.J. The Company has yet to respond to the HOLA complaint. On August 12, 2020 HOLA moved to dismiss the Company’s complaint. HOLA thereafter moved for judgment on the pleadings on August 21, 2020. On September 2, 2020, the Company moved to dismiss HOLA’s complaint. Both motions have been fully submitted to Judge Wright and the parties are awaiting decisions on the motions. 29 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 17 . Commitments and Contingencies (continued) Mediation On June 24, 2020, the Company and HOLA, and certain non-parties (including EDI International, P.C.; see below), participated in a mediation of their respective claims and defenses with Mr. Ross Hart/Arbitration Mediation Conciliation Center. No resolution was achieved during the June 24, 2020, mediation, however the parties agreed to continue the mediation with Mr. Hart. On July 22, 2020, the Company and HOLA participated in a second mediation session with Mr. Hart. Although resolution of the parties’ various claims and defenses was not achieved, the parties continue to engage in settlement discussions by and through Mr. Hart. Insurance The Company has notified its insurance carriers of the HOLA action and said carriers are in the early stages of their investigation as to coverage and/or subrogation. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. Although the Company believes its claims against HOLA and the City of Los Angeles are meritorious, and that it has valid defenses to the claims of HOLA, it is currently unable to predict the possible range of recovery or loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. SG Blocks, Inc. v. EDI International, PC .- On June 21, 2019, SG Blocks filed a lawsuit against EDI International, PC, a New Jersey corporation, in connection with the parties' consulting agreement, dated June 29, 2016, pursuant to which EDI International, PC, was to provide, for a fee, certain architectural and design services for the Project. SG Blocks, Inc. claims that EDI International, PC, tortuously interfered with SG Blocks, Inc's economic relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. The complaint seeks in excess of $ 1,275,754 in damages. EDI International, PC, filed a cross-complaint for alleged unpaid fees and tortious interference with EDI International, PC's contractual relationship with HOLA Community Partners and Heart of Los Angeles Youth, Inc. EDI International, PC's cross-complaint seeks in excess of $ 30,428 in damages. Litigation is pending. EDI participated in the first mediation session referenced in the HOLA matter above, although no resolution of the respective parties’ claims and defenses was achieved thereat. The parties have begun exchanging written discovery and are in the process of scheduling depositions of the principals and non-party witnesses. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation, and, accordingly, the Company has made no provision related to this matter in the condensed consolidated financial statements. Other Litigation Shetty v. SG Blocks, Inc. et. al ., Case No. 20-CV-00550, United States District Court, Eastern District of New York. O n January 31, 2020, Mahesh Shetty, the Company’s former President and Chief Financial Officer (“Former Employee”), filed suit against the Company and its Chairman and Chief Executive Officer, Paul Galvin, claiming (i) $372,638 in unpaid wages and bonuses and (ii) $300,000 due in severance ( hereafter the “Action”). The Former Employee has also named the Company’s third party payroll processing company Staff-One as a co-defendant. The Company maintains that the Former Employee agreed to accept (and did receive) restricted stock units of the Company’s common stock in full satisfaction and payment of all alleged unpaid wages and bonuses that are claimed in the Action, and/or has otherwise been paid in full for all amounts claimed. The Company further maintains that the Former Employee’s employment agreement precludes any entitlement to or liability for severance. On March 25, 2020, the Former Employee filed an `amended complaint raising additional claims of retaliation and indemnification. The Company denies the merits of the claims set forth in the Former Employee’s amended complaint and/or asserts that valid defenses preclude any recovery, and intends to vigorously defend against the Action. On April 27, 2020, the Company filed a motion to dismiss the Action. On June 15, 2020, the Court entered a decision granting in part and denying in part the Company’s motion to dismiss. Specifically, the Court dismissed the Former Employee’s claim (i) for severance (in the amount of $ 300,000 ) and unpaid wages pursuant to the Fair Labor Standards Act, 29 U.S.C. § 201 et. seq. (“FLSA”), but denied dismissal of the Former Employee’s claims for retaliation under the FLSA or unpaid wages allegedly due under the New York Labor Law. 30 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 17 . Commitments and Contingencies (continued) On July 20, 2020, the Former Employee filed a motion for leave to file a second amended complaint seeking to re-plead his severance claim and to assert quasi-contract claims for severance. The Company has filed opposition to the motion and the parties are awaiting a ruling from the Court. In addition, the Court has entered a scheduling order for the completion of discovery, of which the parties are in the early stages. Litigation is subject to many uncertainties, and the outcome of this action is not predicted with assurance. The Company is currently unable to predict the possible loss or range of loss, if any, associated with the resolution of this litigation. In addition, the Company is subject to other routine legal proceedings, claims, and litigation in the ordinary course of its business. Defending lawsuits requires significant management attention and financial resources and the outcome of any litigation, including the matters described above, is inherently uncertain. The Company does not, however, currently expect that the costs to resolve these routine matters will have a material adverse effect on its consolidated financial position, results of operations, or cash flows. Mediation On September 29, 2020, the parties notified the court of their intention and desire to mediate their claims and defenses. The court has appointed David Berger, Esq., as the mediator and the first mediation session has been set for December 8, 2020. Commitments In April 2020, the Company entered into an amendment to its employment agreement, dated January 1, 2017, with Paul Gavin (the "Amendment"), to extend the term of employment to December 31, 2021, provide for an annual base salary of $ 400,000 , provide for a performance bonus structure for a bonus of up to 50 % of base salary upon the Company’s achievement of $ 2,000,000 EBITDA and additional performance bonus payments for the achievement of EBITDA in excess of $ 2,000,000 based on a percentage of the incremental increase in EBITDA (ranging from 10 % of the incremental increase in EBITDA if the Company achieves over $ 2,000,000 and up to $ 7,000,000 in EBITDA, 8 % of the incremental increase in EBITDA if the Company achieves over $ 7,000,000 and up to $ 12,000,000 in EBITDA and 3 % of the incremental increase in EBITDA over $ 12,000,000 ), provide for a profits-based additional bonus of up to $ 250,000 in certain limited circumstances, and provide for one ( 1 ) year severance, plus a pro-rated amount of any unpaid bonus earned by him during the year as verified by the Company’s principal financial officer, if Mr. Galvin is terminated without cause. At the Company’s option, up to fifty ( 50 %) percent of the EBITDA performance bonuses may be paid in restricted stock units if then available for grant under the Company’s Stock Incentive Plan. All other terms of the employment agreement remain in f ull force and effect. 31 SG BLOCKS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements For the Nine Months Ended September 30, 2020 and 2019 (Unaudited) 18. Subsequent Events On October 12, 2020, the Company and Osang entered into a Managed Supply Agreement (the "Supply Agreement") in which the parties entered to memorialize the precise nature of the Company's obligations and Osang's obligations as it relates to the consignment (the "Consignment") to the Company of two ( 2 ) million units of Osang's flagship Genefinder Plus RealAmp Covid-19 PCR Test (the "Product") from Osang for the cold-chain storage and distribution of Product in the United States of America and Canada by the Company on behalf of itself, as well as for Osang to other distributors in Territory as well as for direct sales by Osang worldwide where permissible for a period of 180 days thereafter. The Supply Agreement included confirmation by Osang that the Company has no payment obligation for the Consignment until the Company sells the Product and any unsold product remains the responsibility of Osang except that the Company is responsible for the sold-storage fees and Osang's agreement to use best efforts that all sales of Products will be drawn from the Consignment with priority. On November 12, 2020, SG Blocks joint venture partnership in Clarity Mobile Venture entered into a contract with the City of Los Angeles for the operations of a COVID-19 PCR Test Laboratory at Los Angeles International Airport to provide a full-service modular COVID-19 laboratory and testing facility onsite at Los Angeles International Airport . The facility will be located across from Terminal 6 and is expected to open in December 2020. The facility will administer PCR tests with results available within 3 hours for passengers and airline crew, and no later than 24 hours for LAWA airport employees. Additionally, other rapid coronavirus tests including antigen tests will be provided. Clarity Mobile Venture will be the primary operator of the facility and will deploy the GeneFinder™ test for COVID-19, produced by OSANG Healthcare Co., Ltd. On November 19, 2020, the Company and Memorial Hospital, of Michigan (“Memorial), entered into a Professional Services and Capital Support Contract (“PSCSC”) with Wayne County, Michigan to appoint Memorial the primary contractor for the construction of portable on-site laboratory facilities for COVID-19 testing. The PSCCS engages the Company as a sub-contractor to render services and support to Memorial in connection with the fulfillment of statements of work submitted from Wayne County to Memorial. The program deploys the D-Tec Product Series, including D-Tec 1 and D-Tec 5 facilities, designed by Grimshaw Architects and developed by SG Blocks, to deliver highly accurate PCR testing and on-site CLIA lab services directly into high risk and underserved areas. The D-Tec 1 units are expected to be deployed throughout Wayne County and will provide sample extraction and lab services. The D-Tec 5 will serve as the main CLIA lab and have the capacity to process 7,000 tests per day in a single eight-hour shift. The facilities will be used to test residents for COVID-19 using the OSANG GeneFinder™ test, which is able to deliver medical grade results in approximately 3 hours. Clarity Mobile Venture will be the primary operator of the facility. 32