Sino-Global Shipping America, Ltd. (NASDAQ:SINO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2018 (the “Original Form 8-K”), Sino-Global Shipping America, Ltd. (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with Mr. Xiangbin Huang, an accredited and sophisticated investor based in the People’s Republic of China (the “Investor”) on November 8, 2018, to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, through a private placement, such number of shares of the common stock, no par value per share, of the Company (“Common Stock”), that shall be issuable at a purchase price per share equal to 120% of the average closing price of the Common Stock on NASDAQ Stock Market over the five consecutive trading day period immediately prior to the closing of the transaction for aggregate gross proceeds to the Company of $1,000,000. On December 10, 2018, the Company and the Investor entered into an Amendment Agreement (the “Amendment Agreement,” and together with the Purchase Agreement, the “Agreements”) to which the parties reduced the aggregate gross proceeds to the Company to $500,000 (the “Reduced Purchase Price”) in the transaction.
The private placement above referenced closed (the “Closing”) on December 10, 2018. As a result, the Investor owns a total of 420,168 shares of the Common Stock (the “Shares”), on a $1.19 per share purchase price, approximately 3.1% of the Company’s issued and outstanding shares of the Common Stock on a pre-transaction basis. The Agreements sets forth a one-year restrictive period. An appropriate legend has been affixed to the certificate for the Shares. The Investor also agrees to cause the entity the Investor controls to offer the Company the opportunity to provide pharmaceutical cold chain logistics services in Chengdu area and throughout China.
The foregoing description of the Agreements does not purport to be complete and is qualified in their entirety by reference to the Agreements. The Purchase Agreement was filed as Exhibit 10.1 to the Original Form 8-K, and the Amendment Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| Item 3.02 | Unregistered Sales of Equity Securities. |
In connection with the sale of the Shares, to the Agreements, and the transactions contemplated thereby described in Item 1.01 above, the Company issued the Shares to the Investor. The Company issued such securities in reliance on the exemption from Section 5 of the Securities Act of 1933, as amended contained in Rule 506 of Regulation D thereunder, as the Investor is an “accredit investor”, as that term is defined in Rule 501(a) Regulation D, and the sole person purchasing Shares to the Agreements.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| ExhibitNo. | Description |
| 10.1 | Amendment Agreement dated December 10, 2018 |
Sino-Global Shipping America, Ltd. Exhibit
EX-10.1 2 f8k121018ex10-1_sinoglobal.htm AMENDMENT AGREEMENT DATED DECEMBER 10,…
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About Sino-Global Shipping America, Ltd. (NASDAQ:SINO)
Sino-Global Shipping America, Ltd. is a non-asset-based global shipping and freight logistic integrated solution provider. The Company provides solutions and value added services to its customers in the shipping and freight logistic chain sector. The Company’s segments include Shipping Agency and Ship Management Services; Shipping & Chartering Services, and Inland Transportation Management Services. The Company conducts its business primarily through its subsidiaries in China (including Hong Kong), Australia, Canada, and the United States (New York and Los Angeles). The Company provides its shipping agency services in the People’s Republic of China through Sino-Global Shipping Agency Ltd. (Sino-China), which holds the licenses and permits to operate local shipping agency services in the People’s Republic of China. The Company’s inland transportation management services are operated by its subsidiaries in China (including Hong Kong) and the United States.