Current Report Filing (8-k)
February 15 2017 - 09:53AM
Edgar (US Regulatory)
United
States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 15, 2017
Sino-Global
Shipping America, Ltd.
(Exact name of Registrant as specified in
charter)
Virginia
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001- 34024
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11-3588546
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(State or other jurisdiction
of Incorporation)
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(Commission File No.)
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(IRS Employer
Identification No.)
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1044 Northern Boulevard, Suite 305
Roslyn, New York 11576-1514
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including
area code: (718) 888-1814
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17CFR230.425)
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Soliciting material pursuant to Rule14a-12 under the
Exchange Act (17CFR240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17CFR240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17CFR240.13e-4(c))
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Item 1.01 Entry into a Material Definitive
Agreement
On February 15, 2017,
Sino-Global Shipping America, Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with three institutional investors (the “Investors”) pursuant to which the Company agreed to sell
to the Investors, and the Investors agreed to purchase from the Company, in a registered direct offering, an aggregate of 1.5
million shares (the “Shares”) of the common stock, no par value, of the Company (“Common Stock”), at a
purchase price of $3.18 per Share, for aggregate gross proceeds to the Company of $4.77 million.
Net proceeds to the
Company from the sale of the Shares (such transaction, the “Offering”), after deducting estimated offering expenses
and placement agent fees, are expected to be approximately $4.3 million. The Offering is expected to close on or about February
21, 2017, subject to satisfaction of customary closing conditions.
The Offering is being
made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-194211), which was originally
filed with the Securities and Exchange Commission on March 17, 2014 and was declared effective on April 15, 2014.
FT Global Capital,
Inc. (the “Placement Agent”) acted as exclusive placement agent in connection with the Offering pursuant to an engagement
agreement between the Company and the Placement Agent dated February 14, 2017 (the “Engagement Agreement”). The Engagement
Agreement provides that the Placement Agent will receive a commission equal to 8% of the aggregate gross proceeds of the Offering.
The Placement Agent is entitled to the reimbursement of its out-of-pocket expenses not to exceed $10,000.
In the Purchase Agreement,
the Investor was given a right of participation to invest in up to 40% of future offerings for up to 12 months following the closing
of the Offering, subject to standard exceptions. The Purchase Agreement also prohibits the Company from issuing any Common Stock
(or Common Stock equivalents) for 15 calendar days following the closing of the Offering, and from entering into any agreement
to effect any “variable rate transaction” for 12 months.
A copy of each of
the Purchase Agreement and the Engagement Agreement is attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and is incorporated
herein by reference.
A copy of the opinion
of the Company’s counsel relating to the validity of the securities issued in the Offering will be filed to an amendment
to this current report.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.
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Description
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5.1
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Opinion of the Company’s counsel (to be filed)
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10.1
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Securities Purchase Agreement dated February 15, 2017
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10.2
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Engagement Agreement dated February 14, 2017
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23.1
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Consent of the Company’s counsel (included in Exhibit 5.1 to be filed)
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99.1
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Press release of Sino-Global Shipping America, Ltd.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: February 15, 2017
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Sino-Global Shipping America, Ltd.
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By:
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/s/ Lei Cao
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Name:
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Lei Cao
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Title:
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Chief Executive Officer
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