奇点未来技术美股招股说明书(2014-06-27版)

424B5 1 v382673_424b5.htm 424B5 Filed pursuant to Rule 424(b)(5) Registration No. 333-194211Prospectus Supplement(To Prospectus Dated March 17, 2014) SINO-GLOBAL SHIPPING AMERICA, LTD. 572,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering up to 572,000 shares of common stock directly to selected investors. For a more detailed description of the shares of common stock, see the section entitled “Description of Our Securities We Are Offering” beginning on page S-7. Our shares of common stock are currently traded on the NASDAQ Capital Market under the symbol “SINO.” On June 25, 2014, the closing sale price of our shares of common stock was $2.22 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding shares of common stock held by non-affiliates was approximately $4,381,838 based on 5,103,841 outstanding shares of common stock, of which 1,973,801 shares are held by non-affiliates, and a per share price of $2.22, which was the last reported price on the NASDAQ Capital Market of our common stock on June 25, 2014. We have not offered any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date of this prospectus supplement. We have agreed to issue and sell, subject to certain terms and conditions, to National Securities Corporation as underwriter, an aggregate of 572,000 authorized but unissued shares and, at the election of the underwriter, up to 85,800 additional shares of our common stock, without par value per share, at the public offering price of $1.76 per share, less the underwriter discount and estimated offering expenses. Investing in our securities involves a high degree of risk. You should purchase our securities only if you can afford a complete loss of your investment. See “Risk Factors” beginning on page S-5 of this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Per Common Share Total Public Offering Price $1.7600 $1,006,720.00 Underwriting discount(1) $0.1408 $80,537.60 Proceeds, before expenses, to us $1.6192 $926,182.40 (1) In addition, we have agreed to pay or reimburse the underwriter for certain expenses. See “Underwriting” in this prospectus supplement for additional information. National Securities Corporation The date of this prospectus supplement is June 27, 2014 TABLE OF CONTENTSProspectus Supplement PageAbout This Prospectus Supplement Cautionary Note Regarding Forward-Looking StatementsS-1Prospectus Supplement SummaryS-2The OfferingS-4Risk FactorsS-5Use of ProceedsS-8DilutionS-8Description of Our Securities We Are OfferingS-9Recent Issuances of SecuritiesS-9Amendment of Articles of IncorporationS-9UnderwritingS-9Legal MattersS-11ExpertsS-11Incorporation of Certain Information by ReferenceS-11Where You Can Find More InformationS-12Disclosure Of Commission Position On Indemnification For Securities Law ViolationsS-13 Prospectus Prospectus Summary1General Description of Securities and Securities We May Offer2Risk Factors3Special Note On Forward Looking Statements 18Use of Proceeds18Plan of Distribution23Legal Matters25Experts25Where You can Find More Information 26Incorporation of Certain Documents by Reference 27 You should rely only on the information contained in this prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with additional or different information. We are offering to sell, and seeking offers to buy, shares of common stock only in jurisdictions where offers and sales are permitted. You should not assume that the information in this prospectus supplement or the accompanying prospectus is accurate as of any date other than the date on the front of those documents or that any document incorporated by reference is accurate as of any date other than its filing date. No action is being taken in any jurisdiction outside the United States to permit a public offering of the shares of common stock or possession or distribution of this prospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement or the accompanying prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus supplement and the accompanying prospectus applicable to that jurisdiction. ABOUT THIS PROSPECTUS SUPPLEMENT On March 17, 2014, we filed with the SEC