Current Report Filing (8-k)
September 18 2020 - 08:31AM
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): September 18,
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.
Private Placement of Common Stock and Warrants
On September 17, 2020, Sino-Global Shipping America, Ltd. (the
“Company”) entered into certain securities purchase
agreement (the “SPA”) with certain “non-U.S. Persons” (the
“Purchasers”) as defined in Regulation S of the Securities
Act of 1933, as amended, pursuant to which the Company agreed to
sell an aggregate of 720,000 shares (the “Shares”) of the
Company’s common stock, no par value (“Common Stock”), and
warrants (the “Warrants”) to purchase 720,000 Shares at a
per share purchase price of $1.46 (the “Offering”). The net
proceeds to the Company from such Offering will be approximately
$1.05 million.
The Warrants will be exercisable six (6) months following the date
of issuance at an exercise price of $1.825 for cash (the
“Warrant Shares”). The Warrants may also be exercised
cashlessly if at any time after the six-month anniversary of the
issuance date, there is no effective registration statement
registering, or no current prospectus available for, the resale of
the Warrant Shares. The Warrants will expire five and a half (5.5)
years from its date of issuance. The Warrants are subject to
anti-dilution provisions to reflect stock dividends and splits or
other similar transactions. The Warrants contain a mandatory
exercise right for the Company to force exercise the Warrants if
the Company’s common stock trades at or above $4.38 for 20
consecutive trading days, provided, among other things, that the
shares issuable upon exercise of the are registered or may be sold
pursuant to Rule 144 and the daily trading volume exceeds 60,000
shares of Common Stock per trading day on each trading day in a
period of 20 consecutive trading days prior to the applicable
date.
The parties to the SPA have each made customary representations,
warranties and covenants, including, among other things, (a) the
Purchasers are “non-U.S. Persons” as defined in Regulation S and
are acquiring the Shares for the purpose of investment, (b) the
absence of any undisclosed material adverse effects, and (c) the
Company’s ability to issue to securities in accordance with the
terms of the SPA without conflicting with or breaching any
incorporation documents, material agreements, laws, rules, or
regulations.
The SPA is subject to various conditions to closing, including,
among other things, (a) Nasdaq’s approval of the listing of the
Shares and Warrant Shares and (b) the accuracy of the Purchasers’
and the Company’s representations and warranties.
The form of the SPA and the form of the Warrant are filed as
Exhibits 10.1 and 10.2, respectively, to this Current Report on
Form 8-K and such documents are incorporated herein by reference.
The foregoing is only a brief description of the material terms of
the SPA and Warrant, and does not purport to be a complete
description of the rights and obligations of the parties thereunder
and is qualified in its entirety by reference to such exhibits.
Item 9.01 Financial Statements and 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:
September 18, 2020 |
By: |
/s/
Lei Cao |
| |
Name: |
Lei
Cao |
| |
Title: |
Chief
Executive Officer |
2
Sino Global Shipping Ame... (NASDAQ:SINO)
Historical Stock Chart
From Dec 2020 to Jan 2021
Sino Global Shipping Ame... (NASDAQ:SINO)
Historical Stock Chart
From Jan 2020 to Jan 2021
