SINO Sino Global Shipping America Ltd

 

 

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): June 9, 2015

   

SINO-GLOBAL SHIPPING AMERICA, LTD.

(Exact name of registrant as specified in its charter)

  

 

Virginia	001-34024	11-3588546
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(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.

 

Sino-Global Shipping America, Ltd. (the “Company” or “Sino-Global”) previously issued a press release announcing and filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K dated April 10, 2015 and filed with the SEC on April 13, 2015, reporting that on April 10, 2015 the Company entered into an Asset Purchase Agreement dated April 10, 2015 with Rong Yao International Shipping Limited, a Hong Kong company (the “Vessel Seller”) regarding the acquisition (the “Vessel Acquisition”) of an 8,818 gross tonnage oil/chemical transportation tanker called the “Rong Zhou” (the “Vessel”).

 

As previously reported on a Current Report on Form 8-K dated May 20, 2015 and filed with the SEC on May 22, 2015, pending completion of the Vessel Acquisition, the Company’s Board of Directors approved the Company’s entry into time-chartering arrangements to facilitate the transition of the management and operation of the Vessel. Pursuant to the time chartering agreements, the Vessel Seller time-chartered the Vessel to the Company for a two-year period, and the Company time-chartered the Vessel to a third-party charterer also for a two-year period (the “Sino Time Charter Agreement”), with both time chartering agreements commencing on May 20, 2015. Under the terms of the chartering agreements, the third party charterer will pay the Company $7,500 per day, and the Company will in turn pay to the Vessel Seller $3,500 per day.

 

On June 9, 2015, the Company issued a press release announcing that it received the first payment under the Sino Time Charter Agreement, in the amount of $113,500 for the 15-day period beginning May 20, 2015. A copy of the press release is attached to Current Report on Form 8-K as Exhibit 99.1 and should be read in conjunction with this Current Report on Form 8-K.

 

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: 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 SEC. 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 June 9, 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.

 

 

	SINO-GLOBAL SHIPPING AMERICA, LTD.
	By:	/s/ Lei Cao
		Lei Cao
		Chief Executive Officer

  

Dated: June 9, 2015

 

 

 

 

Exhibit 99.1

Sino-Global Receives First Payment under Two-Year Time Charter Agreement

 

Two-Year Time Charter Agreement to Smooth Sino-Global’s Transition to Vessel Ownership

 

NEW YORK, June 9, 2015 /PRNewswire/ -- Sino-Global Shipping America, Ltd (NasdaqCM: SINO) (“Sino-Global” or the “Company”), a Virginia company engaged in shipping, chartering and related services, today announced that it received the first payment under a previously reported time charter agreement, in the amount of $113,500 covering the 15-day period starting May 20, 2015.

 

Mr. Lei Cao, Chief Executive Office of Sino-Global said, "This payment is a significant milestone for Sino-Global as we believe it tangibly demonstrates a new phase in the growth and expansion of Sino-Global as we expand and transition our business from strictly being a service provider in the shipping industry to an asset owner with an integrated, scalable service platform in the shipping industry. We believe as a result of the two-year time charter agreements, our shipping and chartering services will begin to make a significant contribution to our revenue growth going forward.”

 

On April 10, 2015, Sino-Global signed an asset purchase agreement to acquire the Rong Zhou (the “Purchase Agreement”), an 8,818 gross tonnage oil/chemical transportation tanker (the "Vessel"), from Rong Yao International Shipping Limited, a Hong Kong company (the "Vessel Seller“) for $10.5 million.

 

To help facilitate a smooth transition of the management and operation of the Vessel to Sino-Global, the Vessel Seller time-chartered the Vessel to Sino-Global for a two-year period, and Sino-Global, in turn, time-chartered the Vessel to a third-party charterer for the same two-year period both of which two-year periods commenced May 20, 2015. Under the terms of such chartering agreements, the third-party charterer will pay Sino-Global a chartering fee of $7,500 per day, and in turn, the Company will pay the Vessel Seller a chartering fee of $3,500 per day. The Company believes, based on current expectations and information, that during the two-year period of the charter agreements, the time charter agreements will generate revenues and net profit to Sino-Global of approximately $5 million and $1.8 million, respectively.

 

Under the terms of the Purchase Agreement, the Company issued to the Vessel Seller 1.2 million shares of its restricted common stock representing $2.22 million of the $10.5 million purchase price for the Vessel. The Company and the Vessel Seller agreed that each of the 1.2 million restricted shares issued to the Vessel Seller was valued at $1.85. The Company registered for resale on a registration statement on Form S-1, the Vessel Seller’s 1,200,000 shares. Although the Company believes its acquisition of the Vessel will close on or about June 30, 2015, no assurances can be given when such closing will occur.

 

 

Pursuant to the terms of the Purchase Agreement, Sino-Global on closing, will pay the Vessel Seller an additional $5.5 million in the form of cash, or, in Sino-Global’s discretion, cash and/or shares of its restricted common stock valued at a price per share of $1.85 (approximately 2,162,000 restricted shares). The issuance of any such additional shares of the Company’s common stock to the Vessel Seller in connection with the Company’s acquisition of the Vessel, is subject to approval by a majority of the Company’s shareholders. The Company’s shareholders will vote on such additional issuances at the Company’s 2015 Annual Shareholders’ meeting scheduled to occur on June 11, 2015.

 

The remaining $2.78 million balance of the Vessel purchase price (which is subject to adjustments as provided in the Purchase agreement for any defects in the Vessel discovered during the Company’s inspection and trial run of the Vessel and during the 12 months following the closing of the Vessel acquisition), is payable in cash, additional shares of Sino-Global’s restricted common stock and/or a combination thereof, as agreed to by the parties.

 

To help ensure that the Company has the technical expertise and ability to manage the Vessel, the Company’s Board of Directors approved and Sino-Global entered into agreements with three separate independent consultants to provide ship management advisory services to the Company (including, but not limited to, crew management and vessel maintenance) for an 18-month period. In exchange for these services, Sino-Global issued a total of 500,000 shares of its common stock to these consultants on May 27, 2015. Such 500,000 shares are covered by the Company’s Registration Statement on Form S-8. The related non-cash charge of $794,950 will be ratably charged to the Company’s income over the term of the agreements.

 

Sino-Global recently filed its Quarterly Report on Form 10-Q for its fiscal year 2015 third quarter (the “10-Q”). Among the highlights in the 10-Q are:

 

·

Total revenues for the three months ended March 31, 2015 increased 20.8% to $2,526,762 with revenues from inland transportation management services grew 49.5% to a record level of $1,295,580.

·

Operating margin increased to 9.4% for the three months ended March 31, 2015 from 3.4% for the same period of 2014.

·

Basic and diluted EPS of $0.05 for the three months ended March 31, 2015 marked the seventh consecutive quarter of net profit for the Company.

 

About Sino-Global Shipping America, Ltd.

 

Founded in the United States of America in 2001, Sino-Global Shipping America, Ltd. is a company engaged in shipping, chartering and related services. 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

 

Any statements and/or other information contained in this release that relate, directly and/or indirectly, to future plans, events or performance of the Company including, but not limited to, the Vessel acquisition, the Vessel and/or the time charter agreements, 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 of the Company and such other about mentioned events 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 or otherwise disclose the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

 

For more information, please contact:

 

Mr. Michael Porter, President

Porter, LeVay and Rose

212-564-4700

Michael@plrinvest.com