Current Report Filing (8-k)
April 08 2020 - 06:31AM
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): April 6,
2020
SINO-GLOBAL SHIPPING AMERICA, LTD.
(Exact
name of Registrant as specified in charter)
|
Virginia |
|
001-
34024 |
|
11-3588546 |
(State
or other jurisdiction
of Incorporation) |
|
(Commission
File No.) |
|
(IRS
Employer
Identification No.) |
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:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act
(17CFR230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule14a-12 under the Exchange Act
(17CFR240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
|
Common
Stock, no par value |
|
SINO |
|
NASDAQ
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material
Definitive Agreement.
On
April 6, 2020, Sino-Global Shipping America, Ltd., a Virginia
corporation (the “Company”) entered into a Share Purchase
Agreement (the “Purchase Agreement”) with Mr. Kelin Wu, an
accredited and sophisticated investor based in the People’s
Republic of China (the “Seller”) and Mandarine Ocean Ltd
(“Mandarine”), a shipping company registered in the Marshall
Islands, pursuant to which the Company agreed to purchase 75% of
the equity of Mandarine from the Seller, and the Seller agreed to
sell such 75% interest to the Company, for a purchase price of up
to USD 3,750,000, payable in cash equivalent and/or restricted
shares of common stock of the Company, no par value per share
(“Common Stock”).
Pursuant
to the Purchase Agreement, the Company will issue 800,000
restricted shares of Common Stock to the Seller within 30 days
after execution of the Purchase Agreement, which shares will be
subject to a 24 month lock-up. The balance of the purchase price
paid to the Seller will depend on the appraised value of Mandarine
and on the audited financial results for Mandarine as a whole
during the fiscal years ending June 30, 2021 and 2022. The maximum
number of shares issuable to the Seller will not exceed 3,647,807
restricted shares of Common Stock, and the maximum purchase price
paid to the Seller including all cash and Common Stock will not
exceed USD 3,750,000.
Following
completion of the purchase of 75% of the equity of Mandarine, the
Seller will hold 13.5% of Mandarine. In connection with the
Company’s purchase of Mandarine, the Seller has agreed to ensure
continued cooperation of Mandarine’s core team members with the
Company. Moreover, Mandarine’s core team members will be subject to
a two-year non-competition agreement. The Seller has agreed to
grant a five year right of first refusal for shipping management,
operation, chartering and ship brokerage services to the Company
for ships owned or controlled directly or indirectly by the
Seller.
The
foregoing description of the Purchase Agreement does not purport to
be complete and is qualified in its entirety by reference to the
Purchase Agreement, which is filed as Exhibit 10.1 to this Form
8-K.
Item
3.02 Unregistered Sales of
Equity Securities.
In
connection with the sale of the Shares, pursuant to the Purchase
Agreement, and the transaction contemplated thereby described in
Item 1.01 above, the Company will issue shares of Common Stock to
the Seller in reliance on (a) the exemption from Section 5 of the
Securities Act contained in Rule 506 of Regulation D thereunder, as
the Investor is an “accredited investor”, as that term is defined
in Rule 501(a) Regulation D and (b) Section 4(a)(2) of the
Securities Act, as a transaction not involving any public
offering.
|
Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibits.
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.
| |
SINO-GLOBAL SHIPPING AMERICA, LTD. |
|
|
|
|
| Date:
April 8, 2020 |
By: |
/s/
Lei Cao |
| |
Name: |
Lei
Cao |
| |
Title: |
Chief
Executive Officer |
2
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