Current Report Filing (8-k)
January 25 2019 - 4:07PM
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): January 22, 2019
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
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☐
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Soliciting
material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
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☐
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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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☐
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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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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
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
January 22, 2019, Sino-Global Shipping America, Ltd. (the “Registrant”) received a letter from The NASDAQ Stock Exchange
regarding the Registrant’s failure to comply with NASDAQ Continued Listing Rule (“Rule”) 5550(a)(2), which requires
listed securities to maintain a minimum bid price of $1.00 per share. A failure to comply with Rule 5550(a)(2) exists when listed
securities fail to maintain a closing bid price of at least $1.00 per share for 30 consecutive business days. Based on the closing
bid price for the last 30 consecutive business days (including, in particular, the period December 4, 2018 through January 18,
2019), the Registrant failed to meet the aforesaid requirement.
Under
Rule 5810(c)(3)(A), the Registrant will be provided a compliance period of 180 calendar days, until July 22, 2019, to regain compliance.
If at any time during this 180 day period the closing bid price of the Registrant’s securities is at least $1.00 for a minimum
of ten consecutive business days, the Registrant’s compliance will be regained.
In
the event the Registrant does not regain compliance in the first compliance period, it may be eligible to apply for an additional
180 calendar days to regain compliance. To qualify, the Registrant will be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception
of the bid price requirement. The Registrant will also need to provide written notice of its intention to cure the deficiency
during the second compliance period. However, if it appears to the NASDAQ staff that the Registrant will neither be able nor otherwise
eligible to cure the deficiency, it may be subject to delisting by NASDAQ.
This
Current Report on Form 8-K is filed to satisfy the obligation under Rule 5810(b) and Item 3.01(a) of Form 8-K that the Registrant
publicly disclose the deficiency within four (4) business days after the date of the deficiency letter.
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:
January 25, 2019
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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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