Item 1.01. Entry into a Material Definitive Agreement.

On December 2, 2022, the Company's subsidiary, SGB Development Corp. ("SG DevCorp."), entered into a Fabrication Agreement (the "Fabrication Agreement") with the Company's subsidiary, SG Echo, LLC ("SG Echo"), for the fabrication of approximately 800 multifamily market rate rental units, equal to approximately 800,000 square feet of new modular buildings to be located at Magnolia Gardens, McLean Ave, Durant, OK (the "Project"). The Fabrication Agreement provides that SG Echo will be paid a fee equal to 15% of the cost of the Project. SG DevCorp.'s obligations under the Fabrication Agreement are subject to it securing third party financing for the Project.

The foregoing description of the terms of the Fabrication Agreement do not purport to be complete and is subject to, and is qualified in its entirety by reference to the provisions of such agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.





 (d) Exhibits

The following exhibits are furnished with this Current Report on Form 8-K:





Exhibit
Number    Exhibit Description

10.1        Fabrication Agreement, dated December 2, 2022, by and between SGB
          Development Corp. and SG Echo, LLC
104       Cover Page Interactive Data File (the cover page XBRL tags are embedded
          within in the inline XBRL document)




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