SINO-GLOBAL SHIPPING AMERICA, LTD. (NASDAQ:SINO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
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, 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”).
to the Purchase Agreement, the Company will issue 800,000 restricted shares of Common Stock to the Seller within 30 days after execution of the Purchase Agreement, which shares will be subject to a 24 month lock-up. The balance of the purchase price paid to the Seller will depend 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. The maximum number of shares issuable to the Seller will not exceed 3,647,807 restricted shares of Common Stock, and the maximum purchase price paid to the Seller including all cash and Common Stock will not exceed USD 3,750,000.
Following completion of the purchase of 75% of the equity of Mandarine, the Seller will hold 13.5% of Mandarine. In connection with the Company’s purchase of Mandarine, the Seller has agreed to ensure continued cooperation of Mandarine’s core team members with the Company. Moreover, Mandarine’s core team members will be subject to a two-year non-competition agreement. The Seller has agreed to grant a five year right of first refusal for shipping management, operation, chartering and ship brokerage services to the Company for ships owned or controlled directly or indirectly by the Seller.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to this Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the sale of the Shares, to the Purchase Agreement, 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.
(d) Exhibits.
| 10.1 | Purchase Agreement dated April 6, 2020 |
| 99.1 | Press release dated April 8, 2020 |
Sino-Global Shipping America, Ltd. Exhibit
EX-10.1 2 ea120516ex10-1_sino.htm PURCHASE AGREEMENT DATED APRIL 6,…
To view the full exhibit click here
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.
