Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of The Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported): June 23, 2021



(Exact name of Registrant as specified in its charter)







(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


154-09 146th Ave.

Jamaica, NY 11434

(Address of principal executive offices, including zip code)


(718) 978-2000

(Registrant’s telephone number, including area code)



(Former name or former address, if changed since last report.)


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


[   ] Written communication 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)) 


Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.01 per share






Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).


Emerging growth company [   ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]




Item 3.02 Unregistered Sales of Equity Securities. 


On June 23, 2021, Unique Logistics International, Inc. (the “Company”) issued 14,385,720 shares pursuant to the partial conversion of outstanding convertible debt (the “Trillium Conversion Shares”) due to Trillium Partners LP. 


On June 24, 2021, the Company issued 40,000,000 shares pursuant to the partial conversion of outstanding convertible debt (the “3a Conversion Shares” together with the Trillium Conversion Shares the “Conversion Shares”) due to 3a Capital Establishment.


On June 24, 2021, pursuant to the issuance of the Conversion Shares the number of shares of unregistered common stock outstanding had increased by more than 5% since the last reported number of shares of common stock outstanding on our Quarterly Report on Form 8-10Q filed on April 15, 2021. As of June 28, 2021, the Company has 448,128,383 shares issued and outstanding.


The Conversion Shares were not registered under the Securities Act but qualified for exemption under Section 4(a)(2) and/or Regulation D of the Securities Act.






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: June 28, 2021


/s/ Sunandan Ray



Sunandan Ray



Chief Executive Officer