Amended Quarterly Report (10-q/a)
July 10 2020 - 05:26PM
Edgar (US Regulatory)
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
Amendment No. 1
☒ Quarterly report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the period ended March 31, 2020
☐ Transition report pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from ___________
to ___________.
Commission File Number 001-34024
Sino-Global Shipping America, Ltd.
(Exact name of registrant as specified in
its charter)
Virginia
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11-3588546
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(State or other jurisdiction of
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(I.R.S. employer
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Incorporation or organization)
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identification number)
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1044 Northern Boulevard, Suite 305
Roslyn, New York
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11576-1514
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(Address of principal executive offices)
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(Zip Code)
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+ 1 (718) 888-1814
(Registrant’s telephone number, including
area code)
Securities Registered Pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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SINO
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NASDAQ Capital Market
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Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes ☒ No ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging Growth Company ☐
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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. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 2, 2020,
the Company has 18,589,037 shares of common stock issued and outstanding.
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-Q
(this “Amendment”) is being filed to amend the quarterly report on Form 10-Q for the fiscal year ended
December 31, 2019 (the “Quarterly Report”) filed by Sino-Global Shipping America, Ltd. (the “Company”)
on July 6, 2020. The Company is filing this Amendment solely to add disclosure that, in originally filing the Quarterly Report,
the Company relied on the order of the U.S. Securities and Exchange Commission (the “SEC”) issued under Section
36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), dated March 4, 2020 (Release No. 34-88318),
as modified and superseded by the SEC order issued on March 25, 2020 (Release No. 34-88465) (collectively, the “Order”), for
an extension of the original due date May 15, 2020 for the Quarterly Report. The Company made the original filing on July 6, 2020,
within 45 days, plus an additional 5 days (based on the Company’s Notification of Late Filing on Form 12b-25, filed on June
29, 2020), after the original due date, as permitted under the Order. The disclosure under the heading “Reliance on SEC Order”
below is hereby added as an explanatory note at the beginning of Part I.
In addition, as required by Rule 12b-15
under the Exchange Act, new certifications by the Company’s principal executive officer and principal financial officer are
filed herewith as exhibits to this Amendment, under Item 19 hereof, pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. Since
no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect
to Item 15 (Controls and Procedures), paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is also not including
the certifications required under Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) (Section 906
of the Sarbanes-Oxley Act of 2002), as no financial statements are being filed with this Amendment.
Other than as expressly set forth herein,
this Amendment does not, and does not purport to, amend, update or restate the information in the original filing of the Quarterly
Report or reflect any events that have occurred after the original filing was made. Information not affected by this Amendment
remains unchanged and reflects the disclosures made at the time as of which the original filing was made. No changes have been
made to the financial statements of the Company as contained in the original filing of the Quarterly Report. Accordingly, this
Amendment should be read together with the original filing of the Quarterly Report and the Company’s other filings with the
SEC.
RELIANCE ON
SEC ORDER
The Company hereby notes that it has
relied on the Order in delaying the filing of its Quarterly Report until July 6, 2020. On May 14, 2020, the Company filed a Current
Report on Form 8-K (the “Form 8-K) to indicate its intention to rely on the order issued by the United States Securities
and Exchange Commission (the “SEC”) on March 25, 2020 (the “Order”) to delay the filing of its Quarterly
Report on Form 10-Q due to circumstances related to the COVID-19 pandemic. As described in the Form 8-K, as a result of the outbreak
and spread of COVID-19, and government and business continuity measures adopted in response to the pandemic, the Company closed
its offices in China and had limited business operations from the Chinese New Year holiday until March 2020. The Company’s
operations were further disrupted by the closing of its U.S. offices implemented starting in late March 2020. In addition, COVID-19
has caused severe disruptions in transportation, limited access to the facilities and limited support from workforce employed in
the Company’s operations. Restrictions on access to the Company’s facilities have resulted in delays by the Company
in the preparation of its financial statements. This has hampered the ability of the Company to complete its financial statements
and prepare the Quarterly Report in time. On June 29, 2020, the Company filed a “Notification of Late Filing”
on Form 12b-25 pursuant to Rule 12b-25 of the Exchange Act to further delay the filing of the Company’s Quarterly Report
on Form 10-Q for the year ended December 31, 2019.
The following exhibits are filed as
part of this annual report:
SIGNATURES
In accordance with
the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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SINO-GLOBAL SHIPPING AMERICA, LTD.
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July 10, 2020
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By:
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/s/ Lei Cao
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Lei Cao
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Chief Executive Officer
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(Principal Executive Officer)
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July 10, 2020
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By:
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/s/ Tuo Pan
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Tuo Pan
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Acting Chief Financial Officer
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(Principal Financial Officer and
Principal Accounting Officer)
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