Amended Current Report Filing (8-k/a)
20 June 2020 - 6:31AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 17, 2020
SINO-GLOBAL
SHIPPING AMERICA, LTD.
(Exact
name of Registrant as specified in charter)
Virginia
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001-
34024
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11-3588546
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(State
or other jurisdiction
of Incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification No.)
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1044
Northern Boulevard, Suite 305
Roslyn,
New York 11576-1514
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (718) 888-1814
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17CFR230.425)
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☐
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Soliciting
material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, no par value
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SINO
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NASDAQ
Capital Market
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
As
previously disclosed, on April 6, 2020, Sino-Global Shipping America, Ltd., a Virginia corporation (the “Company”)
entered into a Share Purchase Agreement (the “Purchase Agreement”) with Mr. Kelin Wu, an accredited and sophisticated
investor based in the People’s Republic of China (the “Seller”) and Mandarine Ocean Ltd (“Mandarine”),
a shipping company registered in the Marshall Islands, pursuant to which the Company agreed to purchase 75% of the equity of Mandarine
from the Seller, and the Seller agreed to sell such 75% interest to the Company, for a purchase price of up to USD 3,750,000,
payable in cash equivalent and/or restricted shares of common stock of the Company, no par value per share (“Common Stock”).
The
exact purchase price paid to the Seller depends on the appraised value of Mandarine and on the audited financial results for Mandarine
as a whole during the fiscal years ending June 30, 2021 and 2022. Following completion of an appraisal of Mandarine, the parties
agreed to amend the Purchase Agreement to reduce the purchase price payable to the Seller.
On
June 17, 2020, the parties entered the First Amended and Restated Share Purchase Agreement (the “Amendment”), which
was substantially similar to the Purchase Agreement other than a reduction in purchase price and related changes in the payment
schedule. The new purchase price will be up to USD 1,500,000, payable in cash equivalent and/or restricted shares of Common Stock.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
which is filed as Exhibit 10.2 to this Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities.
In
connection with the sale of the Shares, pursuant to the Purchase Agreement and Amendment, and the transaction contemplated thereby
described in Item 1.01 above, the Company will issue shares of Common Stock to the Seller in reliance on (a) the exemption from
Section 5 of the Securities Act contained in Rule 506 of Regulation D thereunder, as the Investor is an “accredited investor”,
as that term is defined in Rule 501(a) Regulation D and (b) Section 4(a)(2) of the Securities Act, as a transaction not involving
any public offering.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
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:
June 19, 2020
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By:
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/s/
Lei Cao
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Name:
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Lei
Cao
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Title:
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Chief
Executive Officer
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