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.
Private Placement of Common Stock and Warrants
On September 17, 2020, Sino-Global Shipping America, Ltd. (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended, to which the Company agreed to sell an aggregate of 720,000 shares (the “Shares”) of the Company’s common stock, no par value (“Common Stock”), and warrants (the “Warrants”) to purchase 720,000 Shares at a per share purchase price of $1.46 (the “Offering”). The net proceeds to the Company from such Offering will be approximately $1.05 million.
The Warrants will be exercisable six (6) months following the date of issuance at an exercise price of $1.825 for cash (the “Warrant Shares”). The Warrants may also be exercised cashlessly if at any time after the six-month anniversary of the issuance date, there is no effective registration statement registering, or no current prospectus available for, the resale of the Warrant Shares. The Warrants will expire five and a half (5.5) years from its date of issuance. The Warrants are subject to anti-dilution provisions to reflect stock dividends and splits or other similar transactions. The Warrants contain a mandatory exercise right for the Company to force exercise the Warrants if the Company’s common stock trades at or above $4.38 for 20 consecutive trading days, provided, among other things, that the shares issuable upon exercise of the are registered or may be sold to Rule 144 and the daily trading volume exceeds 60,000 shares of Common Stock per trading day on each trading day in a period of 20 consecutive trading days prior to the applicable date.
The parties to the SPA have each made customary representations, warranties and covenants, including, among other things, (a) the Purchasers are “non-U.S. Persons” as defined in Regulation S and are acquiring the Shares for the purpose of investment, (b) the absence of any undisclosed material adverse effects, and (c) the Company’s ability to issue to securities in accordance with the terms of the SPA without conflicting with or breaching any incorporation documents, material agreements, laws, rules, or regulations.
The SPA is subject to various conditions to closing, including, among other things, (a) Nasdaq’s approval of the listing of the Shares and Warrant Shares and (b) the accuracy of the Purchasers’ and the Company’s representations and warranties.
The form of the SPA and the form of the Warrant are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and such documents are incorporated herein by reference. The foregoing is only a brief description of the material terms of the SPA and Warrant, and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to such exhibits.
Item 9.01 Financial Statements and Exhibits.
| 10.1 | Form of Securities Purchase Agreement |
| 10.2 | Form of Warrant |
Sino-Global Shipping America, Ltd. Exhibit
EX-10.1 2 ea127048ex10-1_sinoglobal.htm FORM OF SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT 证券购买协议 This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of September [ ],…
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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.
