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Item
1.01
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Entry
into a Material Definitive Agreement
|
On
March 12, 2018, Sino-Global Shipping America, Ltd. (the “Company”) entered into a Securities Purchase Agreement (the
“Purchase Agreement”) with the investors specified on the signature page thereto (the “Investors”) pursuant
to which the Company agreed to sell to the Investors, and the Investors agreed to purchase from the Company, in a registered direct
offering, an aggregate of 2,000,000 shares (the “Shares”) of the common stock of the Company, no par value per share
(“Common Stock”), at a purchase price of $1.50 per Share, for aggregate gross proceeds to the Company of $3 million.
The
Company also agreed to sell to the Investors series “A” warrants to purchase up to an aggregate of 2,000,000 shares
of Common Stock at an exercise price of $1.75 per share (the “Series A Warrants”) and series “B” warrants
to purchase up to an aggregate of 2,000,000 shares of Common Stock at an exercise price of $1.75 per share (the “Series
B Warrants” and together with the Series A Warrants, the “Warrants”). The Series A Warrants shall be initially
exercisable beginning on September 14, 2018 and expire five and a half (5.5) years from the date of issuance. The Series B Warrants
shall be initially exercisable beginning on September 14, 2018 and expire thirteen (13) months from the date of issuance. The
exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in the
event of stock splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower
prices.
Net
proceeds to the Company from the sale of the Shares and the Warrants (such transaction, the “Offering”), after deducting
estimated offering expenses and placement agent fees, are expected to be approximately $2.6 million. The Offering is expected
to close on or about March 14, 2018, subject to satisfaction of customary closing conditions.
The
offering of the Shares is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File
No. 333-222098), which was originally filed with the Securities and Exchange Commission (the “Commission”) on December
15, 2017 and was declared effective by the Commission on February 16, 2018. The offering of the Warrants is being made pursuant
to an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities
Act”), contained in Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
Maxim
Group LLC (the “Placement Agent”) acted as exclusive placement agent in connection with the Offering pursuant to a
placement agent agreement between the Company and the Placement Agent dated March 12, 2018 (the “Placement Agreement”).
The Placement Agreement provides that the Placement Agent will receive a cash commission fee equal to 7.5% of the aggregate gross
proceeds of the Offering. The Company also agreed to reimburse the placement agent for all travel and other out-of-pocket expenses,
including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed $90,000.
The
Company agreed in the Purchase Agreement that it would not issue any Common Stock (or Common Stock equivalents) for 60 calendar
days following the closing of the Offering. The Company also agreed in the Purchase Agreement that it would file with the Commission
a registration statement on Form S-1 (or such other form as the Company is then eligible to use) as soon as practicable (and in
any event within 45 calendar days of the date of the Purchase Agreement) providing for the resale by the Purchasers of the shares
of Common Stock issuable upon exercise of the Warrants, and that it would use commercially reasonable efforts to cause such registration
statement to become effective as soon as practicable.
In
connection with this Offering, each of our executive officers and directors have agreed, subject to certain exceptions set forth
in the lock-up agreements, not to sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase,
make any short sale or otherwise dispose of or agree to dispose of, directly or indirectly, any shares of Common Stock, or any
securities convertible into or exercisable or exchangeable for shares of Common Stock, for sixty (60) days from the date of the
Purchase Agreement without the prior written consent of the Placement Agent.
The
foregoing descriptions of the Purchase Agreement, the Placement Agreement, the form of Series A Warrant and the form of Series
B Warrant are not complete and are qualified in their entirety by references to the full text of the Purchase Agreement, the Placement
Agreement, the form of Series A Warrant and the form of Series B Warrant, which are attached hereto as Exhibits 10.1, 10.2, 4.1
and 4.2, respectively, and are incorporated herein by reference.
A
copy of the opinion of Woods Rogers Edmunds & Williams PLC relating to the validity of the Shares issued in the Offering is
filed herewith as Exhibit 5.1.