Current Report Filing (8-k)
December 12 2018 - 4:02PM
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):
December 10, 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:
☐
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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.
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Item
1.01
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Entry
into a Material Definitive Agreement.
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As previously reported
on the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2018 (the “
Original
Form 8-K
”), 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 the People’s
Republic of China (the “
Investor
”) on November 8, 2018, 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 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. On December
10, 2018, the Company and the Investor entered into an Amendment Agreement (the “
Amendment Agreement
,” and together
with the Purchase Agreement, the “
Agreements
”) pursuant to which the parties reduced the aggregate gross proceeds
to the Company to $500,000 (the “
Reduced Purchase Price
”) in the transaction.
The private placement
above referenced closed (the “
Closing
”) on December 10, 2018. As a result, the Investor owns a total of 420,168
shares of the Common Stock (the “
Shares
”), on a $1.19 per share purchase price, approximately 3.1% of the Company’s
issued and outstanding shares of the Common Stock on a pre-transaction basis. The Agreements sets forth a one-year restrictive
period. An appropriate legend has been affixed to the certificate for the Shares. The Investor also agrees to cause the entity
the Investor 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 Agreements does not purport to be complete and is qualified in their entirety by reference to the Agreements. The Purchase
Agreement was filed as Exhibit 10.1 to the Original Form 8-K, and the Amendment Agreement is attached as Exhibit 10.1 to this Current
Report on Form 8-K.
Item
3.02
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Unregistered
Sales of Equity Securities.
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In connection with
the sale of the Shares, pursuant to the Agreements, and the transactions contemplated thereby described in Item 1.01 above, the
Company issued the Shares to the Investor. The Company issued such securities in reliance on the exemption from Section 5 of the
Securities Act of 1933, as amended contained in Rule 506 of Regulation D thereunder, as the Investor is an “accredit investor”,
as that term is defined in Rule 501(a) Regulation D, and the sole person purchasing Shares pursuant to the Agreements.
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.
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Sino-Global
Shipping America, Ltd.
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Date: December
12, 2018
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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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