The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
1.
|
Names of Reporting Persons.
Mitchell P. Kopin
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
699,011
|
7.
|
0
|
8.
|
Shared Dispositive Power
699,011
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
699,011 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99%
(see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
IN; HC
|
1.
|
Names
of Reporting Persons.
Daniel
B. Asher
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
699,011
|
7.
|
0
|
8.
|
Shared Dispositive Power
699,011
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
699,011
(see Item 4)
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11.
|
Percent
of Class Represented by Amount in Row (9)
4.99%
(see Item 4)
|
12.
|
Type
of Reporting Person (See Instructions)
IN;
HC
|
1.
|
Names
of Reporting Persons.
Intracoastal
Capital LLC
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
|
3.
|
SEC
Use Only
|
4.
|
Citizenship
or Place of Organization
Delaware
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person with:
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
699,011
|
7.
|
0
|
8.
|
Shared Dispositive Power
699,011
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
699,011 (see Item 4)
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
11.
|
Percent of Class Represented by Amount in Row (9)
4.99%
(see Item 4)
|
12.
|
Type of Reporting Person (See Instructions)
OO
|
Item 1.
Sino-Global Shipping America, Ltd. (the
“Issuer”)
|
(b)
|
Address of Issuer’s Principal Executive Offices
|
1044 Northern Boulevard,
Suite 305
Roslyn, New York 11576-1514
Item 2.
|
(a)
|
Name of Person Filing
|
|
(b)
|
Address of Principal Business Office or, if none, Residence
|
This Schedule 13G is being filed
on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America (“Mr. Kopin”),
(ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“Mr. Asher”) and (iii)
Intracoastal Capital LLC, a Delaware limited liability company (“Intracoastal” and together with Mr. Kopin and
Mr. Asher, collectively the “Reporting Persons”).
The Reporting Persons have entered
into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting
Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange
Act of 1934, as amended.
The principal business office of
Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The principal business office of
Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
|
(d)
|
Title of Class of Securities
|
Common stock, no par value per share, of the Issuer
(the “Common Stock”).
82935V208
Item 3. If this statement is filed pursuant
to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on February 9, 2021 (the “SPA”)
(as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on February 10, 2021), each of the
Reporting Persons may have been deemed to have beneficial ownership of 755,000 shares of Common Stock which consisted of (i) 146,250
shares of Common Stock held by Intracoastal, (ii) 280,000 shares of Common Stock to be issued to Intracoastal at the closing of
the transaction contemplated by the SPA, (iii) 280,000 shares of Common Stock issuable upon exercise of a warrant to be issued
to Intracoastal at the closing of the transaction contemplated by the SPA (“Intracoastal Warrant 1”) and (iv)
48,750 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 2”),
and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.1% of the Common Stock,
based on (1) 7,655,494 shares of Common Stock outstanding on February 9, 2021 as reported by the Issuer, plus (2) 280,000 shares
of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA, (3) 280,000 shares of Common
Stock issuable upon exercise of Intracoastal Warrant 1 and (4) 48,750 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 2. The foregoing excludes 30,000 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal
(“Intracoastal Warrant 3”) because Intracoastal Warrant 3 contains a blocker provision under which the holder
thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would
result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such
blocker provision, each of the Reporting Persons may have been deemed to have beneficial ownership of 785,000 shares of Common
Stock.
(ii) As
of the close of business on February 18, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership
of 699,011 shares of Common Stock which consisted of (i) 280,000 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 1, (ii) 410,000 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal
Warrant 4”) and (iii) 9,011 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3, and all such shares
of Common Stock represented beneficial ownership of approximately 4.99% of the Common Stock, based on (1) 13,309,244 shares of
Common Stock outstanding as of February 11, 2021 as reported by the Issuer, plus (2) 280,000 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 1, (3) 48,750 shares of Common Stock issued to Intracoastal upon exercise of Intracoastal Warrant
2, (4) 410,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 and (5) 9,011 shares of Common Stock issuable
upon exercise of Intracoastal Warrant 3. The foregoing excludes 20,989 shares of Common Stock issuable upon exercise of Intracoastal
Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to
exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership
by the holder thereof, together with the holder’s affiliates, and any other persons acting as a group together with the holder
or any of the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provision, each of the Reporting
Persons may have been deemed to have beneficial ownership of 720,000 shares of Common Stock.
|
(c)
|
Number of shares as to which each Reporting Person has:
|
|
(i)
|
Sole power to vote or to direct the vote: 0 .
|
|
(ii)
|
Shared power to vote or to direct the vote: 699,011
.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
0 .
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
699,011 .
|
Item 5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than 5 percent of the class of securities, check the following þ.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I
certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 18, 2021
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Exhibit 1
JOINT FILING AGREEMENT
The undersigned acknowledge
and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent
amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing
additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments,
and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason
to believe that such information is inaccurate.
Date: February 18, 2021
|
/s/ Mitchell P. Kopin
|
|
Mitchell P. Kopin
|
|
|
|
/s/ Daniel B. Asher
|
|
Daniel B. Asher
|
|
|
|
Intracoastal Capital LLC
|
|
|
|
By:
|
/s/ Mitchell P. Kopin
|
|
|
Mitchell P. Kopin, Manager
|
Page 9 of 9