Item
3.03.
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Material
Modification to Rights of Security Holders.
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As
previously disclosed, the Board of Directors and a majority of the shareholders of Sino-Global Shipping America, Ltd. (the “Registrant”
or “Company”), approved on November 27, 2019 and December 27, 2019, respectively, a 1-for-5 reverse stock split
of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).
Reason
for the Reverse Stock Split
The
Reverse Stock Split is effected solely to enable the Company to expeditiously meet the NASDAQ continued listing standards relating
to the minimum bid price (which the Company was previously advised it was in non-compliance with) and to reduce the risk of the
Company being automatically delisted from the NASDAQ Capital Market due to the closing bid price of its common stock falling below
$1.00 per share for 30 consecutive business days, which typically triggers the NASDAQ to begin delisting procedures regarding
a listed company’s securities.
Effects
of the Reverse Stock Split
Effective
Date; Symbol; CUSIP Number. The Reverse Stock Split will be reflected with the NASDAQ Capital Market and in the marketplace
at the open of business on July 7, 2020 (the “Effective Date”), whereupon the shares of common stock begin
trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s shares of common stock continue
to trade on the NASDAQ Capital Market under the symbol “SINO” but trade under a new CUSIP Number, 82935V208.
Split
Adjustment; No Fractional Shares. On the Effective Date, the total number of shares of the Company’s common stock
held by each shareholder will be converted automatically into the number of whole shares of common stock equal to (i) the number
of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Stock Split, divided
by (ii) 5.
No
fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share
of the post-Reverse Stock Split common stock to any shareholder who otherwise would have received a fractional share as a result
of the Reverse Stock Split.
Non-Certificated
Shares; Certificated Shares. Shareholders who are holding their shares in electronic form at brokerage firms do not have
to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Until
surrendered as contemplated herein, a shareholder’s old certificate(s) shall be deemed at and after the Effective Date to
represent the number of full shares of the Company’s common stock resulting from the Reverse Stock Split. Until shareholders
have returned their properly completed and duly executed transmittal letters and surrendered their old certificates for exchange,
shareholders will not be entitled to receive any other distributions, if any, that may be declared and payable to holders of record
following the Reverse Stock Split.
Any
shareholder whose old certificates have been lost, destroyed or stolen will be entitled to a new certificate only after complying
with the requirements that the Company and the transfer agent customarily apply in connection with lost, stolen or destroyed certificates.
No
service charges, brokerage commissions or transfer taxes shall be required to be paid by any holder of any old certificate, except
that if any new certificate is to be issued in a name other than that in which the old certificates are registered, it will be
a condition of such issuance that (1) the person requesting such issuance must pay to the Company any applicable transfer taxes
or establish to the Company’s satisfaction that such taxes have been paid or are not payable, (2) the transfer complies
with all applicable federal and state securities laws, and (3) the surrendered certificate is properly endorsed and otherwise
in proper form for transfer.
State
Filing. The Company filed Articles of Amendment (the “Amendment”) pursuant to the Virginia Stock Corporation
Act with the Virginia State Corporation Commission. As a result of the filing, the Amendment will become effective as of 12:01
a.m., Eastern Time, on July 7, 2020. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein
by reference.
Capitalization.
As of July 6, 2020 (immediately prior to the Effective Date), there were 18,589,037 shares of common stock outstanding. As a result
of the Reverse Stock Split, there will be approximately 3,717,808 shares of common stock outstanding (subject to adjustment due
to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not change the number of authorized
shares of common stock or preferred stock, or the par value of common stock or preferred stock.
Each
shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as
a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares
into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the
Reverse Stock Split.
All
options, warrants and possible convertible securities of the Company outstanding immediately prior to the Reverse Stock Split
(to the extent they don’t provide otherwise) will be appropriately adjusted by dividing the number of shares of common stock
into which the options, warrants and convertible securities are exercisable or convertible by 5 and multiplying the exercise or
conversion price thereof by 5, as a result of the Reverse Stock Split.