Current Report Filing (8-k)
September 04 2020 - 5:01PM
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): September 4, 2020 (September 3, 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 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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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
1.02 Termination of a Material Definitive Agreement.
As
previously disclosed, on April 6, 2020, Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”)
entered into a Share Purchase Agreement (the “Purchase Agreement”) with Mr. Kelin Wu (“Wu”), an
accredited and sophisticated investor based in the People’s Republic of China (the “Seller”) and Mandarine
Ocean Ltd (“Mandarine”), a shipping company registered in the Marshall Islands, pursuant to which the Company
agreed to purchase 75% of the equity of Mandarine from the Seller, and the Seller agreed to sell such 75% interest to the Company,
for a purchase price of up to USD 3,750,000, payable in cash equivalent and/or restricted shares of common stock of the Company,
no par value per share (“Common Stock”).
On
June 17, 2020, the parties entered the First Amended and Restated Share Purchase Agreement (the “Amendment”), which
was substantially similar to the Purchase Agreement other than a reduction in purchase price and related changes in the payment
schedule. The new purchase price was to be up to USD 1,500,000, payable in cash equivalent and/or restricted shares of Common
Stock.
On
September 3, 2020, the Company and Mr. Wu signed a Termination Agreement to terminate the Amendment mutually. Neither party will
owe the other party any termination penalty in connection with the Termination Agreement.
The
Company and Mr. Wu confirm that the transfer of equity and issuance of stock contemplated in the Amendment have not occurred and
no party has any obligation to transfer or to pay any amount to any other party under the Amendment.
As
previously disclosed on April 27, 2020, the Company appointed Mr. Wu as the Company’s Chief Marketing Officer, effective
May 1, 2020. The Company confirmed that Mr. Wu’s CMO position is terminated by mutual agreement as of September 3, 2020.
Item 9.01 Financial Statements and 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: September 4, 2020
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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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