Item 5. Market for Registrant’s Common Equity
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
for Our Common Stock
Our
common stock is traded on the NASDAQ Stock Market under the symbol SINO.
On July 7, 2020, the Company effected a 1-for-5 reverse stock split
of the Company’s issued and outstanding shares of common stock solely to enable the Company to meet the NASDAQ continued listing
standards relating to the minimum bid price in Listing Rule 5550(a)(2) (which the Company was previously advised it was in non-compliance
with). As of July 6, 2020 (immediately prior to the Effective Date), there were 18,589,037 shares of common stock outstanding. As a result
of the Reverse Stock Split, there were approximately 3,717,808 shares of common stock outstanding (subject to adjustment due to the effect
of rounding fractional shares into whole shares). The Reverse Stock Split did not change the number of authorized shares of common stock
or preferred stock, or the par value of common stock or preferred stock.
Following the Reverse Stock Split, Nasdaq determined that for 11 consecutive
trading days from July 7 through July 21, 2020, the closing bid price of the Company’s common stock had been closed above $1.00
per share. On July 22, 2020, Nasdaq notified the Company that it regained compliance with Nasdaq’s Listing Rule 5550(a)(2).
Approximate
Number of Holders of Our Common Stock
As
of September 25, 2021, there are 18 holders of record of our common stock. This number does not include shareholders who hold their shares
of common stock in street name.
Dividend
Policy
We
have never declared or paid any cash dividends on our common stock. We anticipate that we will retain any earnings to support operations
and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future.
Any future determination relating to our dividend policy will be made at the discretion of our Board of Directors (the “Board”)
and will depend on a number of factors, including future earnings, capital requirements, financial conditions and future prospects and
other factors the Board may deem relevant. Payments of dividends by Trans Pacific to our company are subject to restrictions including
primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized
to conduct foreign exchange business after providing valid commercial documents.
Recent
Sales of Unregistered Securities and Issuer Purchases of Equity Securities
Recent
Sales of Unregistered Securities
On
April 6, 2020, the Company entered into a share purchase agreement with Kelin Wu that would, among other things, resulted in the issuance
of up to 729,561 restricted Shares (giving effect to the 1-for-5 reverse split completed on July 7, 2020) in connection with the acquisition
of 75% of the equity of Mandarine Ocean Ltd, a shipping company registered in the Marshall Islands. The issuance was determined to be
exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof. Notwithstanding the foregoing, the issuance
was never completed, and the parties entered a termination agreement on September 3, 2020.
On
September 17, 2020, the Company entered into a securities purchase agreement with certain non-U.S. Persons to purchase 720,000 Shares
for aggregate proceeds of $1.05 million. The issuance of Shares was made pursuant to a registration statement on Form S-3. Concurrently
with the registered offering of shares, the Company issued warrants to purchase 720,000 Shares for an exercise price of $1.46 per Share.
The issuance of warrants was determined to be exempt from registration under the Securities Act in reliance on Regulation S.
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On
November 2 and November 3, 2020, the Company entered into securities purchase agreements with certain non-U.S. Persons to sell an aggregate
of 860,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”), each convertible into one share
of common stock of Company, upon the terms and subject to the limitations and considerations set forth in the Certificate of Designation
of the Series A Preferred Stock, and warrants (the “Warrants”) to purchase up to 1,032,000 shares of common stock. The purchase
price for each share of Series A Preferred Stock and accompanying Warrants was $1.66. The net proceeds to the Company from this offering
were approximately $1.43 million, not including any proceeds that may be received upon cash exercise of the Warrants. On November 9,
2020, the Series A Preferred Stock and warrants were issued pursuant to exemption from registration under the Securities Act in reliance
on Regulation S.
On
December 8, 2020, the Company entered into a Securities Purchase Agreement with certain investors (the “Investors”) pursuant
to which the Company agreed to sell to the Investors in a registered direct offering, an aggregate of 1,560,000 shares of the common
stock of the Company, at a purchase price of $3.10 per Share, for aggregate gross proceeds to the Company of $4,836,000. The Company
also agreed to sell to the Investors warrants to purchase up to an aggregate of 1,170,000 shares of Common Stock at an exercise price
of $3.10 per share (the “Warrants”). The Warrants shall be initially exercisable beginning on December 11, 2020 and expire
three and a half (3.5) years from the date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise
of the Warrants are subject to adjustment in the event of stock splits or dividends, or other similar transactions, but not as a result
of future securities offerings at lower prices. Net proceeds to the Company from the sale of the Shares and the Warrants (such transaction,
the “Offering”), after deducting estimated offering expenses and placement agent fees, were $4.3 million. The Offering closed
on December 11, 2020. The offering of the Warrants was made pursuant to an exemption from the registration requirements of Section 5
of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof and/or Regulation
D promulgated thereunder.
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 shall be initially exercisable beginning on or after July 27, 2021 and expire on January 27, 2026; 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
transaction closed on January 28, 2021. 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.
On February 6, 2021, Sino-Global
Shipping America, Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with the 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, in a registered direct offering, an aggregate of 1,998,500 shares
(the “Shares”) of the common stock of the Company, no par value per share (“Common Stock”), at a purchase price
of $6.805 per Share, for aggregate gross proceeds to the Company of $13,599,792.50. The Company also agreed to sell to the Investors warrants
to purchase up to an aggregate of 1,998,500 shares of Common Stock at an exercise price of $6.805 per share (the “Warrants”).
The Warrants shall be initially exercisable upon issuance and expire five and a half (5.5) years from the date of issuance. The exercise
price and the number of shares of Common Stock issuable upon exercise of the Warrants are subject to adjustment in the event of stock
splits or dividends, or other similar transactions, but not as a result of future securities offerings at lower prices. The offering of
the Shares is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-222098), which
was originally filed with the Securities and Exchange Commission (the “Commission”) on December 15, 2017 and was declared
effective by the Commission on February 16, 2018. The offering of the Warrants is being made pursuant to an exemption from the registration
requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) thereof
and/or Regulation D promulgated thereunder.
Item 6.
Selected Financial Data
The
Company is not required to provide the information required by this item because the Company is a smaller reporting company.
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