Current Report Filing (8-k)
January 24 2020 - 4:06PM
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 21, 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 Blvd., 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))
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 3.01
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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 21, 2020, Sino-Global
Shipping America, Ltd., a Virginia corporation (the “Company”) received a notification letter from the Nasdaq
Listing Qualifications department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company has not
regained compliance with Nasdaq Continued Listing Rule 5550(a)(2), which requires the Company’s listed securities to maintain
a minimum bid price of $1.00 per share (the "Minimum Bid Price Rule"). Accordingly, the Company’s securities
will be delisted from the Nasdaq Capital Market. In that regard, unless the Company requests an appeal of Nasdaq’s determination,
trading of the Company’s common stock will be suspended at the opening of business on January 30, 2020, and a Form 25-NSE
will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration
on The Nasdaq Stock Market.
As previously disclosed
in the Company's Current Report on Form 8-K filed on January 25, 2019, Nasdaq notified the Company that, based upon the closing
bid price for the Company’s common stock for the 30 prior consecutive business day period, the Company no longer satisfied
the Minimum Bid Price Rule, and that it had been provided a 180-calendar day grace period to regain compliance with that requirement,
through July 22, 2019. This initial compliance due date had been extended through January 20, 2020 by Nasdaq after a second 180-calendar
day grace period, as previously reported in the Company’s Current Report on Form 8-K filed on July 26, 2019.
In accordance with Nasdaq’s
procedures set forth in the Nasdaq Listing Rule 5800 Series, the Company intends to appeal Nasdaq’s determination by
requesting a hearing (the “Hearing”) before the Hearing Panel (the “Panel”) to seek continued
listing. This Hearing request will stay the suspension of the Company’s securities and the filing of a Form 25-NSE pending
the Panel’s decision. The Company intends to submit its request to Nasdaq by the deadline of 4:00 p.m. Eastern Time on January
28, 2020.
The
Company is diligently working to evidence compliance with all applicable requirements for continued listing on The Nasdaq Capital
Market and intends to submit a plan to that effect to the Panel as part of the Hearing process, which should make any reverse-stock
split unnecessary to achieve bid price compliance. There can be no assurance that Nasdaq would accept the Company’s
compliance plan, that the Company will be able to regain compliance with the Minimum Bid Price Rule, or will otherwise be in compliance
with other Nasdaq Listing Rules.
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 24, 2020
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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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