Item 1.01 Entry into a Material Definitive Agreement.
On January 27, 2021, Sino-Global Shipping America, Ltd. (the "Company") entered
into a Securities Purchase Agreement (the "Purchase Agreement") with the
non-U.S. investors specified on the signature page thereto (the "Investors")
pursuant to which the Company agreed to sell to the Investors, and the Investors
agreed to purchase from the Company, an aggregate of 1,086,956 shares of common
stock, no par value, (the "Shares") and warrants (the "Warrant") to purchase
5,434,780 Shares, for aggregate gross proceeds to the Company of $4,000,000. The
purchase price for each share of common stock and five warrants is $3.68, and
the exercise price per Warrant is $5.00.
The Warrants will be exercisable at any time during the Exercise Window. The
"Exercise Window" means the period beginning on or after July 27, 2021 and
ending on or prior to 5:00 p.m. (New York City time) on January 27, 2026 but not
thereafter; provided, however, that the total number of the Company's issued and
outstanding shares of Common Stock, multiplied by the NASDAQ official closing
bid price of the Common Stock shall equal or exceed $300,000,000 for a three
consecutive month period prior to an exercise.
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.
On January 28, 2021, the transaction contemplated by the SPA closed since all
the closing conditions of the SPA have been satisfied.
The issuance and sale of the Shares and Warrants are exempt from the
registration requirements of the Securities Act pursuant to Regulation S
promulgated thereunder.
Item 3.02 Unregistered Sales of Equity Securities
The description in Item 1.01 of the Offering of Shares and Warrants is
incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
4.1 Form of Warrant
10.1 Form of Securities Purchase Agreement
1
© Edgar Online, source Glimpses