SINO-GLOBAL SHIPPING AMERICA, LTD. (NASDAQ:SINO) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.
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”) 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.
The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.
(d) Exhibits.
| 3.1* | Articles of Amendment as filed by Sino-Global Shipping America, Ltd. with the Virginia State Corporation Commission on July 1, 2020. |
| * | Filed herewith. |
Sino-Global Shipping America, Ltd. Exhibit
EX-3.1 2 ea123789ex3-1_sinoglobal.htm ARTICLES OF AMENDMENT AS FILED BY SINO-GLOBAL SHIPPING AMERICA,…
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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.
