Current Report Filing (8-k)
September 25 2020 - 7:37AM
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 25, 2020 (September 23, 2020)
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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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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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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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, no par value
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SINO
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NASDAQ Capital Market
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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 3.02 Unregistered Sales of Equity Securities.
As disclosed on Sino-Global
Shipping America, Ltd.’s (the “Company”) Current Report on Form 8-K filed on September 18, 2020, the Company
entered into a 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 (the “Securities Act”), 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”), subject to various conditions to closing.
On September 23, 2020,
the transaction contemplated by the SPA closed since all the closing conditions of the SPA have been satisfied. The Company issued
the Shares and Warrants to the Purchasers pursuant to the SPA and received net proceeds of approximately $1.05 million.
The issuance and sale
of the Shares and Warrants are exempted from the registration requirements of the Securities Act pursuant to Regulation S promulgated
thereunder.
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.
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SINO-GLOBAL SHIPPING AMERICA, LTD.
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Date: September 25, 2020
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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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