8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of report (date of earliest event reported): December 8, 2015 (December 7, 2015)

SINO-GLOBAL SHIPPING AMERICA, LTD.

(Exact name of registrant as specified in its charter)

Virginia	001-34024	11-3588546
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1044 Northern Blvd.

Roslyn, New York, 11576-1514

(Address of principal executive offices and zip code)

(718) 888-1814

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On December 7, 2015, the Registrant, with unanimous approval of the Board of Directors, terminated the Asset Purchase Agreement (the “Agreement”) dated April 10, 2015 by and between the Registrant and Rong Yao International Shipping Limited, a Hong Kong company (the “Seller”). As previously disclosed, pursuant to the Agreement, the Registrant was to purchase the Rong Zhou from the Seller for $10.5 million, including 1.2 million shares of common stock of the Registrant.

In connection with the termination of the Agreement, the Seller has agreed to return the 1.2 million shares to the Registrant. Such shares will be held in treasury. In addition, the ship management and time chartering agreements signed between the Registrant and Seller will also terminate, with all balances between the parties being settled in cash. Upon payment in full of all such balances (expected to result in a payment of approximately $330 thousand to the Registrant), the Registrant will release the mortgage it holds on the Rong Zhou.

ITEM 9.01 EXHIBITS.

Exhibits

99.1 Press release dated December 8, 2015 regarding termination of Rong Zhou purchase agreement

Forward Looking Statements

This report includes certain forward-looking statements that are based on current expectations only, and are subject to a number of risks, uncertainties and assumptions, many of which are beyond Sino-Global’s control. Actual events and results may differ materially from those anticipated if one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect. Factors that could affect actual results include but are not limited to: our ability to finance and consummate the vessel acquisition; prevailing market conditions; changes in general market, economic, regulatory and/or industry conditions; and other risks referenced from time to time in the Company’s filings with the Securities and Exchange Commission. We undertake no obligation to update or revise for any reason any forward-looking statements made by us on our behalf. 

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: December 8, 2015	SINO-GLOBAL SHIPPING AMERICA, LTD.
	By:	/s/ Lei Cao
	Name:	Lei Cao
	Its:	Chief Executive Officer

EX-99.1

Exhibit 99.1

Sino-Global Announces Termination of Asset Purchase Agreement

with Rong Yao International Shipping Limited

Company to Focus Entirely on its Shipping and Logistics Services

Roslyn, New York, December 8, 2015 – Sino-Global Shipping America, Ltd. (NASDAQ: SINO) (“Sino-Global” or the “Company”), a Virginia company engaged in shipping, chartering, logistics and related services, today announced that it has terminated an asset purchase agreement that was entered into on April 10, 2015 with Rong Yao International Shipping Limited (‘Rong Yao” or the “Seller”), a Hong Kong company. Pursuant to the agreement, the Company was to acquire the Rong Zhou, an 8,818 gross tonnage oil and chemical transportation tanker, from the Seller for $10.5 million, including 1.2 million shares of the Company’s common stock at a value of $1.85 per share.

Mr. Lei Cao, Chief Executive Officer of Sino-Global, stated, “We felt our time and resources were best spent focusing on the upside potential of our shipping and logistics services. We believe that with greater scale we could integrate an asset management component to our operations but currently feel that there are substantial opportunities to leverage our asset-light platform to grow.”

Under the terms of the termination agreement, the Seller will return the 1.2 million shares of common stock to the Company. In addition to the termination of the asset purchase agreement, all ship management and time chartering agreements signed between the Seller and Sino-Global will also terminate. Upon payment in full of any balances, Sino-Global will release the mortgage on the Rong Zhou.

About Sino-Global Shipping America, Ltd.

Founded in the United States in 2001, Sino-Global Shipping America, Ltd. is a company engaged in shipping, chartering, logistics and related services. Headquartered in New York, Sino-Global has offices in Mainland China, Australia, Canada and Hong Kong. The Company’s current service offerings consist of shipping agency services, shipping and chartering services, inland transportation management services and ship management services. Additional information about Sino-Global can be found on the Company’s corporate website at www.sino-global.com.

Forward Looking Statements

Any statements and/or other information contained in this release that relate, directly and/or indirectly, to future plans, events or performance of the Company are forward-looking statements that involve risks, and uncertainties some of which are identified in Sino-Global's filings with the Securities and Exchange Commission. Actual results, events or performance of the Company and such other about mentioned events may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as the date hereof. Sino-Global undertakes no obligation to publicly release or otherwise disclose the results of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

CONTACT:

The Equity Group Inc.

Adam Prior

Senior Vice-President

212-836-9606

aprior@equityny.com