Singularity Future Tech Reports Bylaw & Security Holder Rights Changes

TL;DR

**Singularity Future Tech just filed an 8-K about changes to shareholder rights and bylaws, but the key details are missing from this snippet.**

AI Summary

Singularity Future Technology Ltd. filed an 8-K on February 15, 2024, reporting events from January 30, 2024. The filing indicates material modifications to the rights of security holders and amendments to its Articles of Incorporation or Bylaws, potentially including a change in fiscal year. Specific details regarding the nature of these changes are not provided in this excerpt.

Why It Matters

Changes to security holder rights and corporate bylaws can significantly impact shareholder value and corporate governance, though the specific nature of these modifications is not detailed in this filing excerpt.

Risk Assessment

Risk Level: medium — The filing indicates material modifications to security holder rights and amendments to corporate bylaws, which can have substantial implications for investors, but the specific nature of these changes is not disclosed in the provided text, leading to uncertainty.

Key Players & Entities

• Singularity Future Technology Ltd. (company) — registrant
• Sino-Global Shipping America, Ltd. (company) — former name
• January 30, 2024 (date) — earliest event reported
• February 15, 2024 (date) — filing date
• Virginia (location) — state of incorporation

FAQ

Key Financial Figures

• $1.00 m — e Company's common stock to satisfy the $1.00 minimum bid price requirement for continu

Filing Documents

• ea193833-8k_singularity.htm (8-K) — 37KB
• ea193833ex3-1_singularity.htm (EX-3.1) — 12KB
• ea193833ex99-1_singularity.htm (EX-99.1) — 6KB
• 0001213900-24-014317.txt ( ) — 232KB
• sgly-20240130.xsd (EX-101.SCH) — 3KB
• sgly-20240130_lab.xml (EX-101.LAB) — 33KB
• sgly-20240130_pre.xml (EX-101.PRE) — 22KB
• ea193833-8k_singularity_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On February 9, 2024, Singularity Future Technology Ltd. (the "Company") effectuated a 1-for-10 reverse stock split of its common stock. Beginning on February 12, 2024, the Company's common stock trades on The Nasdaq Stock Market on a split adjusted basis. Upon effectiveness of the reverse stock split, every 10 shares of the Company's issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued. Instead, any fractional shares that would have resulted from the split was rounded up to the next whole number. Trading in the common stock continues on the Nasdaq Stock Market under the symbol "SGLY". The new CUSIP number for the common stock following the reverse stock split is 82935V 307. As previously reported, at the annual meeting of stockholders of the Company on October 18, 2023, the stockholders approved a proposal to amend the Company's Amended and Restated Articles of Incorporation to effect a reverse split of the Company's outstanding common stock at a ratio in the range of 1-for-2 to 1-for-10 to be determined at the discretion of the Board of Directors, whereby each outstanding 2 to 10 shares would be combined, converted and changed into 1 share of Common Stock. On January 8, 2023, the Board of Directors of the Company unanimously approved the reverse stock split and an amendment to the Amended and Restated Articles of Incorporation (the "Amendment"). The reverse stock split was intended to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing of the common stock on the NASDAQ Stock Market. The reverse stock split did not affect the number of total authorized shares of common stock of the Company. A copy of the Amendment is attached hereto as Exhibit 3.1 and incorporated herein by reference.

03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On January 30, 2024, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. A copy of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. Exhibit No Document 3.1 Articles of Amendment to the Amended and Restated Articles of Incorporation as filed by Singularity Future Technology Ltd. with the Virginia State Corporation Commission, effective on February 9, 2024 99.1 Press Release dated January 30, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1 SIGNATURE 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. Dated: February 15, 2024 Singularity Future Technology Ltd. By: /s/ Ziyuan Liu Name: Ziyuan Liu Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR