Singularity Future Technology Ltd. — Regulatory Filings 2020

Sep 25, 2020

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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 25, 2020 (September 23, 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. ☐

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Item 3.02 Unregistered Sales of Equity Securities.

As disclosed on Sino-Global Shipping America, Ltd.’s (the “ Company ”) Current Report on Form 8-K filed on September 18, 2020, the Company entered into a 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 (the “ Securities Act ”), pursuant 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 ”), subject to various conditions to closing.

On September 23, 2020, the transaction contemplated by the SPA closed since all the closing conditions of the SPA have been satisfied. The Company issued the Shares and Warrants to the Purchasers pursuant to the SPA and received net proceeds of approximately $1.05 million.

The issuance and sale of the Shares and Warrants are exempted from the registration requirements of the Securities Act pursuant to Regulation S promulgated thereunder.

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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. — By:	/s/ Lei Cao
Name:	Lei Cao
Title:	Chief Executive Officer

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