Item 8.01 Other Events.
The
Registrant is filing this Form 8-K to avail itself of an extension to file its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2020 (the “Form 10-Q”), originally due on May 15, 2020, in reliance on an order issued by the Securities
and Exchange Commission (the “SEC”) on March 25, 2020 pursuant to Section 36 of the Securities Exchange Act of 1934,
as amended (Release No. 34-88465) (the “Order”) granting conditional relief to certain public companies due to circumstances
related to COVID-19. The Registrant will be relying on the 45-day extension period provided by the Order to delay filing of its
Form 10-Q.
As
a result of the outbreak and spread of COVID-19, and government and business continuity measures adopted in response to the pandemic,
the Registrant closed its offices in China and had limited business operations from the Chinese New Year holiday until March 2020.
The Registrant’s operations were further disrupted by the closing of its U.S. offices implemented starting in late March
2020. In addition, COVID-19 has caused severe disruptions in transportation, limited access to the facilities and limited support
from workforce employed in the Registrant’s operations. As a result, COVID-19 has caused significant disruptions in the
Registrant’s operations and has hampered the ability of the Registrant to complete its financial statements in time to be
filed by the original due date of May 15, 2020. The Registrant intends to file its Form 10-Q by no later than June 29, 2020,
45 days after the original due date.
The
COVID-19 outbreak adversely affected the Registrant’s operations and financial results during the third quarter of fiscal
2020. While the impact of COVID-19 outbreak on the Registrant’s performance for the year remains to be seen, the Registrant
expects it to have a material effect on its operations and financial results for fiscal 2020.
Additional
risk factor disclosure related to COVID-19
The
COVID-19 outbreak had a material impact on our operations in the third fiscal quarter of 2020 and could materially adversely affect
our financial condition and results of operations for the fiscal year ending June 30, 2020.
Our
business could be adversely affected by the effects of a widespread outbreak of contagious disease, including the recent outbreak
of respiratory illness caused by a novel coronavirus first identified in Wuhan, Hubei Province, China. In December 2019, COVID-19
emerged in China, in which a significant portion of our business operations and management is located. As a result of the outbreak
and spread of COVID-19, and government and business continuity measures adopted in response to the pandemic, we closed our offices
in China and had limited business operations from the Chinese New Year holiday until March 2020. Our operations were further disrupted
by the closing of our U.S. offices implemented starting in late March 2020. The COVID-19 outbreak had a material adverse impact
on our business and operations during the third quarter of fiscal 2020. Additionally, COVID-19 has caused severe disruptions in
transportation and in the operations of our customers, suppliers, and logistics service providers, and as a result, we may experience
a slower than expected recovery in our services to our customers. Although we have taken all possible measures to overcome the
adverse impact derived from the COVID-19 outbreak and resumed part of our normal business activities in March 2020, we expect
a lower amount of revenue and profit in the fourth quarter of fiscal 2020 than the same period of the prior year. The extent to
which COVID-19 may impact our results for the 2020 fiscal year will depend on a number of factors, including a possible second
outbreak, emerging information concerning the severity of the coronavirus and the actions taken by governments and private businesses
to attempt to contain the coronavirus.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as “may,” “will,” “expect,” “plan,” “anticipate,”
“estimate,” “intend,” “potential” and similar expressions (as well as other words or expressions
referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking
statements are based on the Company’s expectations and assumptions as of the date of this Current Report. Each of these
forward-looking statements involves risks and uncertainties. Actual results may differ materially from these forward-looking statements.
Forward-looking statements contained in this Current Report include statements regarding the timing of operational development,
or government mandates related to the Company’s business and operations to address the COVID-19 response. Factors that may
cause actual results to differ from those expressed or implied in the forward-looking statements in this Current Report are discussed
in the Company’s filings with the SEC, including the section titled “Risk Factors” contained therein. Except
as required by law, the Company assumes no obligation to update any forward-looking statements contained herein to reflect any
change in expectations, even as new information becomes available.
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:
May 14, 2020
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By:
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/s/
Lei Cao
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Lei
Cao
Chief Executive Officer
(Principal Executive Officer)
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Date:
May 14, 2020
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By:
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/s/
Tuo Pan
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Tuo
Pan
Acting Chief Financial Officer
(Principal
Financial Officer and
Principal
Accounting Officer)
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