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




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