UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 4, 2020 (September 3, 2020)
SINO-GLOBAL SHIPPING AMERICA, LTD.
(Exact name of Registrant as specified in charter)
| Virginia | 001-34024 | 11-3588546 | ||
|
(State or other jurisdiction
of Incorporation) |
(Commission File No.) |
(IRS Employer
Identification No.) |
1044 Northern Boulevard, Suite 305
Roslyn, New York 11576-1514
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (718) 888-1814
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, no par value | SINO | NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, 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 (“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, pursuant 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”).
On June 17, 2020, the parties entered the First Amended and Restated Share Purchase Agreement (the “Amendment”), which was substantially similar to the Purchase Agreement other than a reduction in purchase price and related changes in the payment schedule. The new purchase price was to be up to USD 1,500,000, payable in cash equivalent and/or restricted shares of Common Stock.
On September 3, 2020, the Company and Mr. Wu signed a Termination Agreement to terminate the Amendment mutually. Neither party will owe the other party any termination penalty in connection with the Termination Agreement.
The Company and Mr. Wu confirm that the transfer of equity and issuance of stock contemplated in the Amendment have not occurred and no party has any obligation to transfer or to pay any amount to any other party under the Amendment.
As previously disclosed on April 27, 2020, the Company appointed Mr. Wu as the Company’s Chief Marketing Officer, effective May 1, 2020. The Company confirmed that Mr. Wu’s CMO position is terminated by mutual agreement as of September 3, 2020.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 10.1 | Termination Agreement Dated September 3, 2020 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SINO-GLOBAL SHIPPING AMERICA, LTD. | ||
| Date: September 4, 2020 | By: | /s/ Lei Cao |
| Name: | Lei Cao | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
Termination Agreement
This Termination Agreement (the “Agreement”) is dated this 03 day of September, 2020 by and between Sino-Global Shipping America, Ltd., a US-based company (“SINO”), Wu Kelin, a natural person and citizen of the People’s Republic of China (“Seller”) and Mandarine Ocean Ltd (“Target”; together with SINO and Seller, the “Parties”).
Background
| A. | The Parties are presently bound by the terms of a First Amended and Restated Share Purchase Agreement dated June 17, 2020 (the “Contract”). |
| B. | The Parties wish to terminate the Contract and resolve any and all rights and obligations arising out of the Contract. |
In consideration of and as a condition of the Parties entering into this Agreement and other valuable consideration, the receipt and sufficiency of which consideration are hereby acknowledged, the Parties agree as follows:
Termination
| 1. | By this Agreement the Parties mutually terminate and cancel the Contract effective as of the 03 day of September, 2020. |
Outstanding Obligations
| 2. | The Parties acknowledge by this Agreement that the consideration provided and received by each other is fair, just and reasonable and that no further consideration, compensation or obligation will be due, payable or owing with regard to the Contract as of the execution date of this Agreement. In particular, the parties confirm that the transfers of equity and issuance of stock contemplated in the Contract have not occurred and no party has any obligation to transfer or to pay any amount to any other party under the Contract. |
Release
| 3. | By this Agreement, the Parties release each other from any and all claims, causes of action, demands and liabilities of whatever nature which either Party had in the past, has now or may have in the future arising from or related to the Contract. |
Confidentiality
| 4. | The Parties acknowledge and agree that all Parties to this Agreement will keep completely confidential the terms and conditions of this Agreement, the Contract and any financial, operational or confidential information of any kind not already public. Notwithstanding the foregoing, the parties acknowledge and agree that SINO shall file a copy of this Agreement in connection with the filing of a current report on Form 8-K with the Securities and Exchange Commission. |
Governing Law
| 5. | The establishment, validity, interpretation and performance of this Agreement, as well as the resolution of any disputes involving this agreement, shall be governed by the federal laws of the United States and the state laws of the Commonwealth of Virginia. Any disputes arising out of or in connection with this Agreement shall be conducted in accordance with the New York Convention for arbitration in accordance with the arbitration rules in force at the time of the application for arbitration. The arbitral award is final and binding on both parties. The parties agree to conduct arbitration in Richmond, Virginia and acknowledge and agree such venue is convenient and appropriate. |
Miscellaneous Provisions
| 6. | This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures. |
| 7. | This Agreement will not be assigned either in whole or in part by any Party to this Agreement without the written consent of the other Party. |
| 8. | Headings are inserted for the convenience of the Parties only and are not considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine and feminine gender and vice versa. |
| 9. | If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the Parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result. |
| 10. | This Agreement contains the entire agreement between the Parties. All negotiations and understandings have been included in this Agreement. Statements or representations which may have been made by any Party in the negotiation stages of this Agreement may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the Parties. |
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| 11. | This Agreement and the terms and conditions contained in this Agreement applied to and are binding upon the Parties and their respective successors, assigns, executors, administrators, beneficiaries and representatives. |
| 12. | Any notices or delivery required in this Agreement will be deemed completed when delivered electronically to the Parties at the addresses contained in this Agreement or as the Parties may designate in writing. |
| 13. | All of the rights, remedies and benefits provided by this Agreement will be cumulative and will not be exclusive of any other rights, remedies and benefits allowed by law. |
In witness whereof, the Parties have duly affixed their signatures under hand and seal on this 03 day of September, 2020.
| Sino-Global Shipping America, Ltd. | ||
| By: | /s/ CAO Lei | |
| Name: | CAO Lei | |
| Its: | Chief Executive Officer | |
| WU Kelin | ||
| /s/ WU Kelin | ||
| Mandarine Ocean Ltd | ||
| By: | /s/ WU Kelin | |
| Name: | WU Kelin | |
| Its: | Director | |
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