Item 1.01
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Entry into a
Material Definitive Agreement
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On
December 8, 2020, 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 1,560,000 shares (the “Shares”) of the common stock of the Company, no par value
per share (“Common Stock”), at a purchase price of $3.10 per Share, for aggregate gross proceeds to the Company of
$4,836,000.
The
Company also agreed to sell to the Investors warrants to purchase up to an aggregate of 1,170,000 shares of Common Stock at an
exercise price of $3.10 per share (the “Warrants”). The Warrants shall be initially exercisable beginning on December
11, 2020 and expire three and a half (3.5) years 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 $4.3 million. The Offering is expected
to close on or about December 11, 2020, 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 an
engagement letter agreement between the Company and the Placement Agent dated November 13, 2020 (the “Placement Agreement”).
The Placement Agreement provides that the Placement Agent will receive a cash commission fee equal to 7% of the aggregate gross
proceeds of the Offering. The Company also agreed to reimburse the Placement Agent (a) $5,000 for non-accountable expenses; (b)
up to $40,000 for the reasonable and accounted fees and expenses of legal counsel.
The
Company agreed in the Purchase Agreement that it would not issue any Common Stock (or Common Stock equivalents) from December
8, 2020 until 45 calendar days after 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 one hundred eighty (180) days from
the closing of the Offering without the prior written consent of the Placement Agent.
The
foregoing descriptions of the Purchase Agreement, the Placement Agreement and the Warrants are not complete and are qualified
in their entirety by references to the full text of the Purchase Agreement, the Placement Agreement and the form of Warrant, which
are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and are incorporated herein by reference.
A
copy of the opinion of Kaufman & Canoles, P.C. relating to the validity of the Shares issued in the Offering is filed
herewith as Exhibit 5.1.
On
December 9, 2020, the Company issued a press release announcing the Offering. A copy of the press release is attached as
Exhibit 99.1 hereto and incorporated by reference herein.