SINO-GLOBAL SHIPPING AMERICA, LTD. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

As previously reported on the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2019 (the "Form 10-Q"), Sino-Global Shipping America, Ltd., a Virginia corporation (the "Company") entered into a Share Purchase Agreement (the "Purchase Agreement") with Mr. Shanming Liang, an accredited and sophisticated investor based in the People's Republic of China (the "Investor") on November 14, 2019, pursuant to which the Company agreed to sell to the Investor, and the Investor agreed to purchase from the Company, through a private placement, such number of shares of the common stock, no par value per share, of the Company ("Common Stock"), that shall be issuable at a purchase price per share equal to $1.00 per share for aggregate gross proceeds to the Company of $1,000,000 (the "Private Placement").

The Private Placement closed on January 29, 2020. As a result, the Investor is issued of 1,000,000 shares of the Common Stock (the "Shares"), approximately 5.8% of the Company's issued and outstanding shares of the Common Stock on a pre-transaction basis. The Shares are subject to a standard transfer restriction legend under the Securities Act of 1933, as amended (the "Securities Act").

The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in their entirety by reference to the Purchase Agreement, which was filed as Exhibit 10.1 to the Form 10-Q.

Item 3.02 Unregistered Sales of Equity Securities.

In connection with the sale of the Shares, pursuant to the Purchase Agreement, and the transaction contemplated thereby described in Item 1.01 above, the Company issued the Shares to the Investor. The Company issued such securities in reliance on the exemption from Section 5 of the Securities Act contained in Rule 506 of Regulation D thereunder, as the Investor is an "accredit investor", as that term is defined in Rule 501(a) Regulation D.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description

10.1            Purchase Agreement dated November 14, 2019, incorporate by reference
              to Exhibit 10.1 of the Company's quarterly report on Form 10-Q filed on
              November 19, 2019




                                       1

© Edgar Online, source Glimpses