Current Report Filing (8-k)
November 14 2018 - 12:02PM
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): November 8, 2018
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:
☐ 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))
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. ☐
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
November 8, 2018, Sino-Global Shipping America, Ltd. (the “
Company
”) entered into a Share Purchase Agreement
(the “
Purchase Agreement
”) with Mr. Xiangbin Huang, an accredited and sophisticated investor based in People’s
Republic of China (the “
Investor
”) pursuant to which the Company agreed to sell to the Investor, and the Investor
agreed to purchase from the Company, through a private placement, such number of shares (the “
Shares
”)
of the common stock, no par value per share, of the Company (“
Common Stock
”), that shall be issuable at a purchase
price per share equal to 120% of the average closing price of the Common Stock on NASDAQ Stock Market over the five consecutive
trading day period immediately prior to the closing of the transaction for aggregate gross proceeds to the Company of $1,000,000.
The Shares are restricted shares and cannot be resold without an effective registration statement or a valid exemption. In addition,
the Purchase Agreement set forth a one-year restrictive period.
The
Investor has also agreed to cause the entity he controls to offer the Company the opportunity to provide pharmaceutical cold chain
logistics services in Chengdu area and throughout China.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in their entirety by reference
to the Purchase Agreement which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01
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Financial Statements and
Exhibits.
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(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.
Date:
November 14, 2018
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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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