Current Report Filing (8-k)
November 10 2020 - 4:31PM
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):
November 10, 2020 (November 9, 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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Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
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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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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 3.02 Unregistered Sales of Equity Securities.
As disclosed on Sino-Global
Shipping America, Ltd.’s (the “Company”) Current Report on Form 8-K filed on November 4, 2020, the Company
entered into securities purchase agreements (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”)
as defined in Regulation S of the Securities Act of 1933, as amended, pursuant to which the Company agreed to sell an aggregate
of 860,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), each convertible
into one share of common stock, no par value, of Company (“Common Stock”), upon the terms and subject to the
limitations and considerations set forth in the Certificate of Designation of the Series A Preferred Stock, and warrants (the “Warrants”)
to purchase up to 1,032,000 shares of Common Stock. The purchase price for each share of Series A Preferred Stock and accompanying
Warrants is $1.66.
On November 9, 2020,
the transaction contemplated by the SPA closed since all the closing conditions of the SPA have been satisfied. The Company issued
the Series A Preferred Stock and Warrants to the Purchasers pursuant to the SPA and received net proceeds of approximately $1.43
million, not including any proceeds that may be received upon cash exercise of the Warrants.
The issuance and
sale of the Series A Preferred Stock and Warrants are exempt from the registration requirements of the Securities Act pursuant
to Regulation S promulgated thereunder.
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: November 10, 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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