SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (date of earliest event
reported): April 10, 2015
SINO-GLOBAL SHIPPING AMERICA, LTD.
(Exact name of registrant as specified
in its charter)
Virginia |
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001-34024 |
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11-3588546 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
1044 Northern Blvd.,
Roslyn, New York, 11576-1514
(Address of principal executive offices
and zip code)
(718) 888-1814
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01 OTHER
EVENTS.
On April 13, 2015, Sino-Global Shipping
America, Ltd. (the “Company” or “Sino-Global”) issued a press release announcing it entered into an Asset
Purchase Agreement dated April 10, 2015 by and between Sino-Global and Rong Yao International Shipping Limited, a Hong Kong company
(the “Vessel Seller”), pursuant to which the Company agreed to acquire, subject to a number of closing conditions,
the “Rong Zhou,” an 8,818 gross tonnage oil/chemical transportation tanker (the “Vessel”) from the Vessel
Seller; and in connection therewith, the Company issued to the Vessel Seller 1.2 million shares of its restricted common stock
representing $2,220,000 of the $10.5 million purchase price for the Vessel. Sino-Global and the Vessel Seller agreed that each
of the 1.2 million shares issued to the Vessel Seller was valued at $1.85. In connection therewith, the Company agreed to file
a registration statement covering the offer and resale of the 1.2 million shares issued to the Vessel Seller. Although the Company
believes the acquisition of the Vessel will close on or about June 30, 2015, no assurances can be given when such closing will
occur.
The 1.2 million shares issued to the Vessel
Seller were issued to such person pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended,
pursuant to Regulation S, Rule 506 and/or Section 4(2) of the Securities Act.
Forward Looking Statements
This report includes certain
forward-looking statements that are based on current expectations only, and are subject to a number of risks, uncertainties
and assumptions, many of which are beyond Sino-Global's control. Actual events and results may differ
materially from those anticipated if one or more of these risks or uncertainties materialize, or if underlying assumptions
prove incorrect. Factors that could affect actual results include but are not limited to: our ability to finance and
consummate the vessel acquisition; prevailing market conditions; changes in general market, economic, regulatory and/or
industry conditions; and other risks referenced from time to time in the Company’s filings with the Securities and
Exchange Commission. We undertake no obligation to update or revise for any reason any forward-looking statements made by us
on our behalf.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
Exhibits.
99.1 Press release dated April 13, 2015
Pursuant to the requirements of the Securities
and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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SINO-GLOBAL SHIPPING AMERICA, LTD. |
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By: |
/s/ Lei Cao |
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Lei Cao |
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Chief Executive Officer |
Dated: April 13, 2015
Exhibit 99.1
Sino-Global Signs Asset Purchase Agreement
NEW YORK, April 13, 2015 /PRNewswire/ -- Sino-Global Shipping
America, Ltd (NasdaqCM: SINO) (“Sino-Global” or the “Company”), a shipping agency, logistics and ship management
services company today announced that it has entered into an Asset Purchase Agreement dated April 10, 2015 by and between Sino-Global
and Rong Yao International Shipping Limited, a Hong Kong company (the “Vessel Seller”), pursuant to which the Company
agreed to acquire, subject to a number of closing conditions, Rong Zhou, an 8,818 gross tonnage oil/chemical transportation tanker
(the “Vessel”) from the Vessel Seller; and in connection therewith, the Company issued to the Vessel Seller 1.2 million
shares of its restricted common stock representing $2,220,000 of the $10.5 million purchase price for the Vessel. Sino-Global and
the Vessel Seller agreed that each of the 1.2 million shares issued to the Vessel Seller was valued at $1.85. In connection therewith,
the Company agreed to file a registration statement covering the offer and resale of the 1.2 million shares issued to the Vessel
Seller. Although the Company believes the acquisition of the Vessel will close on or about June 30, 2015, no assurances can be
given when such closing will occur.
Mr. Lei Cao, Chief Executive Office of Sino-Global said, “This
acquisition marks the next step of our turnaround story as we expand our business from being a service provider to an asset owner
with an integrated, scalable service platform. We are extremely excited about the Vessel acquisition as we believe it will strengthen
our operating cash-flows, broaden our revenue streams and enhance our ability to deliver sustainable earning growth.”
About Sino-Global Shipping America, Ltd.
Founded in the United States of America in 2001, Sino-Global
Shipping America, Ltd. is a shipping agency, logistics and ship management services company. We are headquartered in New York with
offices in Mainland China, Australia, Canada and Hong Kong. Our current service offerings consist of shipping agency services,
shipping and chartering services, inland transportation management services and ship management services. For more information,
please visit: www. Sino-global.com.
Forward Looking Statements
No statement made in this press release should be interpreted
as an offer to purchase any security. Such an offer can only be made in accordance with the Securities Act of 1933, as amended,
and applicable state securities laws. Any statements contained in this release that relate to future plans, events or performance
are forward-looking statements that involve risks and uncertainties some of which are identified in Sino-Global’s filings
with the Securities and Exchange Commission. Actual results, events or performance may differ materially. Readers are cautioned
not to place undue reliance on these forward-looking statements, which speak only as the date hereof. Sino-Global undertakes no
obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect the
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
For more information, please contact:
Mr. Anthony S. Chan, CPA
EVP & Acting CFO
+1 718-888-1814
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