Castor Maritime Inc F-3/A, filed Sep 17, 2020
Castor Maritime Inc. (CTRM)
F-3/A
2020-09-17
View Original
Added on
October 17, 2026
As filed with the Securities and Exchange Commission on September 17, 2020
Registration No. 333-240262
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
CASTOR MARITIME INC.
(Exact name of Registrant as specified in its charter)
________________________
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The Republic of the Marshall Islands
(State or other jurisdiction of incorporation or organization)
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N/A
(I.R.S. Employer Identification Number)
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Castor Maritime Inc.
Attn: Petros Panagiotidis
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens,
3036 Limassol
Cyprus
+ 357 25 357 767
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Seward & Kissel LLP
Attention: Gary J. Wolfe, Esq.
Edward S. Horton, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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(Address and telephone number of Registrant's principal executive offices)
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(Name, address and telephone number of agent
for service)
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________________________
Copies to:
Edward S. Horton, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574‑1200 (telephone number)
(212) 480‑8421 (facsimile number)
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574‑1200 (telephone number)
(212) 480‑8421 (facsimile number)
________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this registration statement becomes effective as determined by market conditions and other factors.
From time to time after this registration statement becomes effective as determined by market conditions and other factors.
If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ⌧
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ⌧
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered (1) |
Amount
to be Registered |
Proposed Maximum Aggregate Price Per Share (4)
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Proposed Maximum
Aggregate Offering Price (4) |
Amount of
Registration Fee (6) |
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Secondary Offering
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Common Shares, par value $0.001 per share, including related preferred stock purchase rights (2)(3)
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57,750,000
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$
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0.35
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$
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20,212,500
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$
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2,623.60
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Warrants to purchase common shares (5)
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57,750,000
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-
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-
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Total
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$
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2,623.60
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| (1) |
The common shares, par value $0.001, being registered hereunder are being registered for sale by the selling securityholders named in the prospectus.
Pursuant to Rule 416(a), the number of common shares being registered shall be adjusted to include any additional shares that may become issuable as a result of any common shares distribution, split, combination or similar transaction.
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| (2) |
Preferred stock purchase rights are not currently separable from the common shares and are not currently exercisable. The value attributable to the
preferred stock purchase rights, if any, will be reflected in the market price of the common shares. For more information please see "Description of Share Capital" below.
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| (3) |
Consists of 57,750,000 common shares underlying the Company’s Warrants (as defined below) sold pursuant to a Securities Purchase Agreement, dated July
12, 2020, by and between Castor Maritime Inc. and the purchasers thereto.
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| (4) |
Estimated solely for purpose of calculating the amount of registration fee pursuant to Rule 457(g) of the Securities Act based on the highest exercise
price of the Warrants of $0.35 per common share, which is higher than the offering price of securities of the same class included in the registration statement or the price of securities in the same class, as determined by Rule 457(c) of
the Securities Act.
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| (5) |
No fee pursuant to Rule 457(g) of the Securities Act.
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| (6) |
Previously paid.
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The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this preliminary prospectus is not complete and may be changed. The Selling Securityholders
identified herein may not sell these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS
Subject to completion, dated September 17, 2020
57,750,000 Common Shares
and
57,750,000 Warrants
Offered by the Selling Securityholders
The shares offered for resale are 57,750,000 private placement warrants or the Warrants and 57,750,000 common shares underlying the Warrants or the Warrant
Shares, issued by us in a private placement, or the Private Placement, pursuant to a securities purchase agreement dated July 12, 2020, or the Securities Purchase Agreement.
The selling securityholders named herein, or the Selling Securityholders, may sell in one or more offerings pursuant to this registration statement up to an
aggregate of 57,750,000 of our common shares that are issuable to the Selling Securityholders upon exercise of the Warrants acquired by the Selling Securityholders. We will not receive any of the proceeds from the sale of common shares by the Selling
Securityholders. More information about the Private Placement can be found under the section entitled “Private Placement of the Warrants”.
Our common shares are currently listed on the Nasdaq Capital Market, or Nasdaq, under the symbol “CTRM.”
Investing in our securities involves a high degree of risk. Before you make an investment in our securities, you should carefully consider
the section entitled “Risk Factors” beginning on page 6 of this prospectus, and the other risk factors contained in the applicable prospectus supplement and in the documents incorporated by reference herein and therein.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2020.
ABOUT THIS PROSPECTUS
Unless otherwise indicated, all references to “dollars” and “$” in this prospectus are to United States dollars and financial information presented in this
prospectus that is derived from financial statements incorporated by reference is prepared in accordance with accounting principles generally accepted in the United States.
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the Commission, using a shelf
registration process. Under the shelf registration process, the Selling Securityholders may sell our common shares that are described in this prospectus from time to time in one or more offerings. This prospectus provides you with a general
description of the common shares the Selling Securityholders may offer. Each time the Selling Securityholders offer or sell common shares pursuant to this prospectus, the Selling Securityholders will provide you with a prospectus supplement that will
describe the specific types, amounts, prices and terms of the offered common shares. The prospectus supplement may also add, update or change the information contained in this prospectus. If there is any inconsistency between the information in this
prospectus and any prospectus supplement, you should rely on the prospectus supplement. Before purchasing any common shares, you should read carefully both this prospectus and any prospectus supplement, together with the additional information
described below.
This prospectus and any prospectus supplement are part of a registration statement we filed with the Commission and do not contain all of the information in the
registration statement. Documents establishing the terms of the offered securities are filed as exhibits to the registration statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement
is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. For further information about us or the securities offered hereby, you
should refer to the registration statement, which you can obtain from the Commission as described below under “Where You Can Find Additional Information.”
You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. The Selling Securityholders
and any underwriters have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Selling Securityholders will not make any offer to
sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable supplement to this prospectus is accurate as of the date on its respective
cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed
since those dates.
Other than in the United States, no action has been taken by us that would permit a public offering of the common shares offered by this prospectus in any
jurisdiction where action for that purpose is required. The common shares offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the
offer and sale of any such common shares be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this
prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any
securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.
Table of Contents
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SUMMARY
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1
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
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4
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RISK FACTORS
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6
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PRIVATE PLACEMENT OF THE WARRANTS
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10
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USE OF PROCEEDS
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11
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ENFORCEMENT OF CIVIL LIABILITIES
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12
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CAPITALIZATION
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13
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PLAN OF DISTRIBUTION
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14
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SELLING SECURITYHOLDERS
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16
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DESCRIPTION OF SHARE CAPITAL
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19
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TAX CONSIDERATIONS
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22
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EXPENSES
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23
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LEGAL MATTERS
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23
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EXPERTS
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23
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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23
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This section summarizes some of the information that is contained in this prospectus. As an investor or prospective investor, you should
review carefully the more detailed information that appears later in this prospectus and the information incorporated by reference in this prospectus.
Unless the context otherwise requires, as used in this prospectus, the terms “Company,” “we”, “us” and “our” refer to Castor Maritime Inc.
and all of its subsidiaries, and “Castor Maritime Inc.” refers only to Castor Maritime Inc. and not to its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of vessels. Dwt, expressed in metric tons each of which is
equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Our reporting currency is in the U.S. dollar and all references in this prospectus to “$” or “dollars” are to U.S. dollars.
Our Company
We are a growth-oriented global shipping company that was incorporated in the Republic of the Marshall Islands in September 2017 for the purpose of acquiring,
owning, chartering and operating dry bulk vessels. Currently, we are a provider of worldwide seaborne transportation services for dry bulk cargo, including, among others, iron ore, coal and grain, collectively referred to as "major bulks," and steel
products, fertilizers, cement, bauxite, sugar and scrap metal, collectively referred to as "minor bulks".
Our Fleet
As of the date of this prospectus, we own a fleet which consists of four dry bulk carriers with an average age of 16.0 years and have a carrying capacity of
301,959 dead weight tons (dwt), which we refer to collectively as our "Fleet". On August 8, 2020, we took delivery of our fourth vessel, the Magic Rainbow and, on August 12, 2020, the Magic Rainbow commenced employment under a period time charter with an expected term of minimum three months and up to a maximum of five months at a gross daily charter hire rate of $10,300. On July 28, 2020, we, through a separate
wholly-owned subsidiary, entered into an agreement to purchase a 2010 Japanese-built Panamax dry bulk carrier which we expect to take delivery of at the beginning of the fourth quarter of 2020, subject to the satisfaction of certain customary closing
conditions. Our commercial strategy primarily focuses on deploying our Fleet under a mix of period time charters and trip time charters according to our assessment of market conditions, adjusting the mix of these charters to take advantage of the
relatively stable cash flows and high utilization rates associated with period time charters or to profit from attractive trip time charter rates during periods of strong charter market conditions.
The following table summarizes key information about our Fleet as of the date of this prospectus:
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Vessel Name
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Year Built
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Capacity (dwt)
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Type of Charter
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Delivered to Castor
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Estimated Earliest
Charter Expiration
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Estimated Latest
Charter Expiration
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Magic P
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2004
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76,453
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Time charter (1)
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February 2017
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December 2020
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March 2021
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Magic Sun
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2001
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75,311
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Time charter (2)
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September 2019
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November 2020
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December 2020
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Magic Moon
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2005
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76,602
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Time charter (3)
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October 2019
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September 2020
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September 2020
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Magic Rainbow
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2007
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73,593
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Time charter (4)
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August 2020
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November 2020
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January 2021
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| (1) |
On July 9, 2020, the Magic P commenced a new time charter agreement with Oldendorff Carriers GMBH & Co. KG Luebeck with a duration of a minimum of
five (5) months up to a maximum of eight (8) months and a gross daily hire rate of $9,000.
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| (2) |
On August 15, 2020, the Magic Sun commenced employment under a time charter with Ausca Shipping Limited at a daily gross hire rate of $12,500. The
charter agreement has an expected duration of a minimum of three (3) months up to a maximum of four (4) months.
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| (3) |
On July 29, 2020, the Magic Moon commenced employment under a new charter contract with Cofco International Freight S.A. for a time charter with an
approximate duration of 60 days at a gross daily hire rate of $9,000.
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| (4) |
On August 12, 2020, the Magic Rainbow commenced employment with Oldendorff Carriers GMBH & Co. KG Luebeck pursuant to a charter party contract with
an expected term of a minimum of three (3) months that can extend up to a maximum of five (5) months, at a daily gross hire rate of $10,300.
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1
Management of our Business
New Management Agreements with Castor Ships
As of September 1, 2020, we and our shipowning subsidiaries entered into a master management agreement (the “Master Agreement”) with Castor
Ships S.A. (“Castor Ships”), a company ultimately beneficially owned by our Chairman, Chief Executive Officer and Chief Financial Officer. Pursuant to the terms of the Master Agreement, each of our shipowning subsidiaries also entered into separate
commercial shipmanagement agreements with Castor Ships (the “Commercial Shipmanagement Agreements” and together with the Master Agreement, the “Castor Ships Management Agreements”). Under the terms of the Castor Ships Management Agreements, having
all September 1, 2020 as their effective date, Castor Ships manages overall our business and provides us with commercial, chartering and administrative services, including, but not limited to, securing employment for our fleet, arranging and
supervising the vessels’ commercial operations, handling all our vessel sale and purchase transactions, undertaking related shipping project and management advisory and support services, as well as other associated services requested from time to
time by us and our shipowning subsidiaries. In exchange for these services, we will pay Castor Ships (i) a flat quarterly management fee in the amount of $0.3 million for the management and administration of our business, (ii) a daily fee of $250 per
vessel for the provision of the services under the Commercial Shipmanagement Agreements, (iii) a commission rate of 1.25% on all charter agreements arranged by Castor Ships and (iv) a commission of 1% per transaction in connection with any sale or
purchase of vessels for us.
The Castor Ships Management Agreements have a term of five years and such term automatically renews for successive five-year terms on each
anniversary of the effective date, unless the agreements are terminated earlier in accordance with the provisions contained therein. In the event that the Castor Ships Management Agreements are terminated by us, or are terminated by Castor Ships due
to a material breach of the Master Agreement by us or a change of control in the Company, Castor Ships shall be entitled to a termination fee equal to four times the total amount of the flat management fee and the per vessel management fees
calculated on an annual basis.
Revised Management Agreements with Pavimar
On September 1, 2020, our shipowning subsidiaries entered into revised shipmanagement agreements with Pavimar S.A. (“Pavimar”), which replaced
the existing shipmanagement agreements in their entirety (the “Technical Shipmanagement Agreements”). Pursuant to the Technical Shipmanagement Agreements, effective September 1, 2020, Pavimar will continue to provide the range of technical, crewing,
insurance and operational services stipulated in the previous agreements in exchange for which Pavimar will be paid a daily fee of $600 per vessel, versus the previous daily fee of $500 per vessel. The Pavimar Shipmanagement Agreements also provide
for an automatically renewable five-year term and related termination provisions.
2
Background of the Offering
On July 12, 2020, we entered into the Securities Purchase Agreement with certain unaffiliated institutional investors to issue 57,750,000 of our common shares in a registered direct offering and
57,750,000 Warrants to purchase common shares in the Private Placement for a combined purchase price of $0.30 per common share and Warrant.
Among other things, the Warrants are exercisable immediately for $0.35 per common share and have a term of 5 years. If a registration statement registering the
resale of the common shares underlying the Warrants under the Securities Act of 1933 is not effective or available at any time after the six-month anniversary of the date of issuance of the Warrants, the holders may, in their sole discretion, elect
to exercise the Warrants through a cashless exercise, in which case the holders would receive upon such exercise the net number of common shares determined according to the formula set forth in the Warrant. The Warrants contain certain damages
provisions pursuant to which we have agreed to pay the holder certain damages if we do not issue the shares in a timely fashion. A holder will not have the right to exercise any portion of the Warrant if the holder (together with its affiliates)
would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our common shares outstanding immediately after giving effect to the exercise, as such percentage of beneficial ownership is determined in accordance
with the terms of the Warrants. However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61st day after such election. The exercise price of the Warrants is
subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares and also upon any distributions of assets, including cash,
stock or other property to our shareholders. If a fundamental transaction occurs, then the successor entity will succeed and substitute us, and may exercise every right and power that we may exercise and will assume all of our obligations under the
Warrants with the same effect as if such successor entity had been named in the Warrant itself. If holders of our common shares are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holders of
the Warrants shall be given the same choice as to the consideration they receive upon any exercise of the Warrants following such fundamental transaction. In addition, we or the successor entity, at the request of Warrant holders, will be obligated
to purchase any unexercised portion of the Warrants in accordance with the terms of such Warrants. In accordance with the terms of the Securities Purchase Agreement, we are registering under the registration statement, of which this prospectus forms
a part, the resale of the common shares underlying the Warrants.
Corporate Information
We were incorporated under the laws of the Republic of the Marshall Islands in September 2017. Our registered office in
the Marshall Islands is located at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. Our registered agent in the Republic of the Marshall Islands at such address is The Trust Company of the Marshall Islands,
Inc. Our principal executive office is located at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus. Our principal executive office telephone number is + 357 25 357 767. Our corporate website address is www.castormaritime.com. The information contained on our website does not constitute part of this prospectus. The Commission maintains a website that contains reports, proxy and information statements, and other information that we
file electronically at www.sec.gov.
Common Shares the Selling Securityholders May Sell
The Selling Securityholders, may sell in one or more offerings pursuant to the registration statement, of which this prospectus forms a part, up to an aggregate
of 57,750,000 of our common shares that are issuable to the Selling Securityholders upon exercise of the Warrants, which were acquired by the Selling Securityholders from us in the Private Placement.
3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain matters discussed herein may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor
protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or
performance, and underlying assumptions and other statements, which are other than statements of historical facts.
The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary
statement in connection with this safe harbor legislation. This report and any other written or oral statements made by us or on our behalf may include forward-looking statements, which reflect our current views with respect to future events and
financial performance, and are not intended to give any assurance as to future results. When used in this document, the words “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “target,” “project,” “likely,” “may,” “could” and similar
expressions, terms, or phrases may identify forward-looking statements.
The forward-looking statements are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our
management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject
to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. We undertake no obligation to
update any forward-looking statement, whether as a result of new information, future events or otherwise.
In addition to these assumptions and matters discussed elsewhere herein and in the documents incorporated by reference herein, important factors that, in our
view, could cause actual results to differ materially from those discussed in the forward-looking statements include the following:
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dry bulk market trends, including fluctuations in charter rates, factors affecting supply and demand, and opportunities for the profitable operations of dry bulk carriers;
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our future financial condition or results of operations and our future revenues and expenses;
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the impact of public health threats and outbreaks of highly communicable diseases, including the length and severity of the recent worldwide novel coronavirus and related disease pandemic
(which we refer to herein as COVID-19);
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| • |
our continued borrowing availability under our debt agreements and compliance with the covenants contained therein;
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| • |
our ability to procure or have access to financing, our liquidity and the adequacy of cash flows for our operations;
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our continued ability to enter into time or voyage charters with existing and new customers, and to re-charter our vessels upon the expiry of the existing charters;
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changes in our operating expenses, including bunker prices, dry docking and insurance costs;
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our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion
thereof, the delivery and commencement of operations dates, expected downtime and lost revenue);
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| • |
planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including dry-docking, surveys, upgrades and insurance costs;
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4
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our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned;
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our ability to realize the expected benefits from our vessel acquisitions;
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vessel breakdowns and instances of off-hire;
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potential conflicts of interest involving members of our board of directors, or the Board, and senior management;
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potential liability from pending or future litigation;
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potential exposure or loss from investment in derivative instruments (if any);
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changes in supply and demand in the dry bulk shipping industry, including the market for our vessels and the number of newbuildings under construction;
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the strength of world economies;
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stability of Europe and the Euro;
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fluctuations in interest rates and foreign exchange rates;
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changes in seaborne and other transportation;
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changes in governmental rules and regulations or actions taken by regulatory authorities;
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general domestic and international political conditions;
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potential disruption of shipping routes due to accidents, political events, international hostilities and instability, piracy or acts by terrorists;
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our business strategy and other plans and objectives for future operations;
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future sales of our securities in the public market;
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the impact of the discontinuance of LIBOR (as defined below) after 2021 on interest rates of our debt that reference LIBOR;
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the impact of adverse weather and natural disasters; and
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| • |
other factors listed from time to time in registration statements, reports or other materials that we have filed with or furnished to the Commission including our most recent Annual Report (as
defined below), which is incorporated by reference into this prospectus.
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Any forward-looking statements contained herein are made only as of the date of this prospectus, and we undertake no obligation to update any forward-looking
statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all or any
of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking
statement.
5
RISK FACTORS
An investment in our securities involves a high degree of risk. Before making an investment in our securities, you should carefully consider all of the
information included or incorporated by reference into this prospectus and any prospectus supplement, including the risks described under the heading “Item 3. Key Information—D. Risk Factors” in our annual report on Form 20-F for the year ended
December 31, 2019, filed with the Commission on March 31, 2020, or our Annual Report, as updated by annual and other reports and documents we file with the Commission after the date of this prospectus
and that are incorporated by reference herein. Please see the section of this prospectus entitled “Where You Can Find Additional Information.” In addition, you should also consider carefully the risks set forth under the heading “Risk Factors” in any
prospectus supplement before investing in the securities offered by this prospectus. The occurrence of one or more of those risk factors could adversely impact our business, financial condition or results of operations. When we offer and sell any
securities pursuant to a prospectus supplement, we may include additional risk factors relevant to such securities in the prospectus supplement.
Risks Related to the Issuance of the Shares Underlying the Warrants and the Ownership of our Common Shares
Sales by the Selling Securityholders of the Warrant Shares could adversely
affect the trading price of our common shares.
We are registering for resale 57,750,000 common shares to be issued upon exercise of the Warrants pursuant to this
registration statement, which is approximately 44.0% of our issued and outstanding common shares. Consequently, the resale of all or a substantial portion of the common shares in the public market, or the perception that these sales might occur,
could cause the market price of our common shares to decrease and may make it difficult for us to sell our equity securities in the future at a time and upon terms we deem appropriate.
We may issue additional common shares or other equity
securities without shareholder approval, which would dilute our existing shareholders' ownership interests and may depress the market
price of our common shares.
We may issue additional common shares or other equity securities of equal or senior rank in the future without shareholder approval in connection with, among
other things, future vessel acquisitions, the repayment of outstanding indebtedness, and the conversion of convertible financial instruments (if any).
Our issuance of additional common shares or other equity securities of equal or senior rank in these situations would have the following effects:
| • |
our existing shareholders' proportionate ownership interest in us would decrease;
|
| • |
the proportionate amount of cash available for dividends payable on our common shares could decrease;
|
| • |
the relative voting strength of each previously outstanding common share could be diminished; and
|
| • |
the market price of our common shares could decline.
|
In addition, we may be obligated to issue 56,090,500 common shares upon the exercise of the currently outstanding Class A Warrants which expire in June 2025 at
an exercise price of $0.35 per share.
Our issuance of additional common shares upon the exercise of such warrants would cause the proportionate ownership interest in us of our existing shareholders,
to decrease; the relative voting strength of each previously outstanding common shares held by our existing shareholders to decrease; and, depending on our share price when and if these warrants or notes are exercised, may result in dilution to our
shareholders.
6
Future issuances or sales, or the potential for future issuances or sales, of our common shares may cause the trading
price of our securities to decline and could impair our ability to raise capital through subsequent equity offerings.
We have issued a significant number of our common shares and we may do so in the future. Shares to be issued in future equity offerings could cause the market
price of our common shares to decline, and could have an adverse effect on our earnings per share. In addition, future sales of our common shares or other securities in the public markets, or the perception that these sales may occur, could cause the
market price of our common shares to decline, and could materially impair our ability to raise capital through the sale of additional securities.
The market price of our common shares could decline due to sales, or the announcements of proposed sales, of a large number of common shares in the market,
including sales of common shares by our largest shareholders, or the perception that these sales could occur. These sales or the perception that these sales could occur could also depress the market price of our common shares and impair our ability
to raise capital through the sale of additional equity securities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predict the effect that future sales of
common shares or other equity-related securities would have on the market price of our common shares.
Our Articles of Incorporation authorizes our Board to, among other things, issue additional shares of common or preferred shares or securities convertible or
exchangeable into equity securities, without shareholder approval. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred shares or convertible
securities could be substantially dilutive to our shareholders. Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common shares in the future and those stock appreciation
rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of shares of our common shares have no preemptive rights that entitle such holders to purchase their pro rata
share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders.
We issued 918,112 and 127,894,264 common shares during 2019 and 2020, respectively, through various
transactions. Shareholders may experience significant dilution as a result of our offerings.
We have already sold large quantities of our common shares pursuant to previous public and private offerings of our equity and equity-linked securities. We
currently have an effective registration statement on Form F-3 (333-232052), for the sale of $100.0 million worth of securities of which we have sold $20.0 million. We have 480,000 Series A Preferred Shares outstanding and 12,000 Series B Preferred
Shares outstanding. We also have currently outstanding 56,090,500 Class A Warrants and 57,750,000 Warrants, both exercisable into an equivalent number of common shares.
Purchasers of the common shares we sell, as well as our existing shareholders, will experience significant dilution if we sell shares at prices significantly
below the price at which they invested. In addition, we may issue additional common shares or other equity securities of equal or senior rank in the future in connection with, among other things, debt prepayments, future vessel acquisitions, the
redemption, in whole or in part, of our Series A Preferred Shares, without shareholder approval, in a number of circumstances. Our existing shareholders may experience significant dilution if we issue shares in the future at prices below the price at
which previous shareholders invested. Our issuance of additional shares of common shares or other equity securities of equal or senior rank would have the following effects:
| • |
our existing shareholders' proportionate ownership interest in us will decrease;
|
| • |
the per share amount of cash available for dividends on our common shares may decrease;
|
| • |
the relative voting strength of each previously outstanding common share may be diminished; and
|
| • |
the market price of the shares of our common shares may decline.
|
7
We have a continuing ATM program in effect, under which we may sell up to $10.0 million of our common shares.
Subject to certain limitations set forth in the Equity Distribution Agreement, as defined elsewhere in this prospectus, and subject to
restrictions placed on us in connection with this offering and compliance with applicable law, we have the discretion to deliver placement notices to Maxim Group, LLC, or Maxim, as our exclusive sales agent at any time throughout the term of the
Equity Distribution Agreement, which started on June 28, 2019 and may be terminated by either party at any time. The number of shares that are sold by Maxim after delivering a placement notice will fluctuate based on the market price of the common
shares during the sales period and limits we set with Maxim. Although we are initially eligible to sell common shares with an initial aggregate sales price of up to $10.0 million, should we be eligible and desire to offer additional common shares
pursuant to the Equity Distribution Agreement with Maxim, we will file an additional prospectus supplement to register such additional common shares and the related preferred shares purchase rights. Therefore, investors will have no advance insight
into the number of shares we are actually offering under the Equity Distribution Agreement. As of the date of this prospectus, we have sold 618,112 common shares having an approximate gross value of $2.6 million pursuant to the Equity Distribution
Agreement.
Our stock price has been volatile and no assurance can be made that it will not substantially
depreciate.
Our stock price has been volatile recently. The closing price of our common shares within the past 12 months has ranged from a low of $0.146 on August 19, 2020
to a peak of $3.94 on October 31, 2019. We can offer no comfort or assurance that our stock price will stop being volatile or not substantially depreciate.
Major outbreaks of diseases (such as COVID-19) and governmental responses thereto could adversely
affect our business.
The recent COVID-19 pandemic, which is causing potentially deadly respiratory tract infections originating in China and subsequently spreading around the world,
has negatively affected economic conditions, the supply chain, the labor market, the demand for shipping regionally as well as globally and may otherwise impact our operations and the operations of our customers and suppliers. On March 11, 2020, the
outbreak of COVID-19 was declared a pandemic by the World Health Organization (“WHO”). Governments in affected countries are imposing travel bans, quarantines and other emergency public health measures. Since March 15, 2020, the United States has
temporarily restricted travel by foreign nationals into the country from a number of areas, including China and Europe. In addition, since March 18, 2020, the U.S. and Canada agreed to restrict all nonessential travel across the border. Companies are
also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. These restrictions, and future prevention and mitigation measures, are likely to have an adverse impact on global
economic conditions, which could materially and adversely affect our future operations. The extent of COVID-19’s impact on our financial and operational results, which could be material, will depend on the length of time that the pandemic continues
and whether subsequent waves of the infection happen. Uncertainties regarding the economic impact of the COVID-19 pandemic are likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash
flows. Governments are approving large stimulus packages to mitigate the effects of the sudden decline in economic activity caused by the pandemic; however, we cannot predict the extent to which these measures will be sufficient to restore or sustain
the business and financial condition of companies in the shipping industry. These measures, though contemplated to be temporary in nature, may continue and increase as countries attempt to contain the outbreak or any reoccurrences thereof.
8
At this stage, it is difficult to determine the full impact of COVID-19 on our business. Effects of the current pandemic have or may include, among others:
| • |
deterioration of economic conditions and activity and of demand for shipping;
|
| • |
operational disruptions to us or our customers due to worker health risks and the effects of new regulations, directives or practices implemented in response to the pandemic (such as travel
restrictions for individuals and vessels and quarantining and physical distancing);
|
| • |
potential delays in (a) the loading and discharging of cargo on or from our vessels, (b) vessel inspections and related certifications by class societies, customers or government agencies and
(c) maintenance, modifications or repairs to, or drydocking of, our existing vessels due to worker health or other business disruptions;
|
| • |
reduced cash flow and financial condition, including potential liquidity constraints;
|
| • |
credit tightening or declines in global financial markets, including to the prices of our publicly traded securities and the securities of our peers, could make it more difficult for us to
access capital, including to finance our existing debt obligations;
|
| • |
potential reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand
vessels;
|
| • |
potential decreases in the market values of our vessels and any related impairment charges or breaches relating to vessel-to-loan financial covenants;
|
| • |
potential disruptions, delays or cancellations in the construction of new vessels, which could reduce our future growth opportunities;
|
| • |
due to quarantine restrictions placed on persons and additional procedures using commercial aviation and other forms of public transportation, our crew has had difficulty embarking and
disembarking on our ships. Although the restrictions have on certain cases delayed crew embarking and disembarking on our ships, they have not far functionally affected our ability to crew out vessels;
|
| • |
international transportation of personnel could be limited or otherwise disrupted. In particular, our crews generally work on a rotation basis, relying largely on international air transport
for crew changes plan fulfillment. Any such disruptions could impact the cost of rotating our crew, and possibly impact our ability to maintain a full crew synthesis onboard all our vessels at any given time. It may also be difficult for our
in-house technical teams to travel to ship yards to observe vessel maintenance, and we may need to hire local experts, which local experts may vary in skill and are difficult to supervise remotely for work we ordinarily address in-house; and
|
| • |
potential non-performance by counterparties relying on force majeure clauses and potential deterioration in the financial condition and prospects of our customers, joint venture partners or
other business partners.
|
Given the dynamic and uncertain nature of socioeconomic and political circumstances arising from the COVID-19 pandemic, the duration of business disruption and
the related financial impact cannot be reasonably estimated at this time, but could materially affect our business, results of operations and financial condition.
Nasdaq may delist our common shares from its exchange which could limit
your ability to make transactions in our securities and subject us to additional trading restrictions.
We received written notification from the Nasdaq dated April 14, 2020, indicating that because the closing bid
price of the Company's common shares for 30 consecutive business days, from February 27, 2020 to April 13, 2020, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq, the Company is not in compliance
with Nasdaq Listing Rule 5550(a)(2). The Company was also informed by the Nasdaq that due to the COVID-19 crisis, temporary relief has been granted related to minimum listing bid price requirements and the Company's compliance period will be
suspended until June 30, 2020. Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance is 180 days, or December 28, 2020, which includes the temporary COVID-19 relief period.
We intend to monitor the closing bid price of our common shares during the compliance period and are considering
our options, including a reverse stock split, to regain compliance with the Nasdaq minimum bid price requirement. We can cure this deficiency if the closing bid price of our common shares is $1.00 per share or higher for at least ten consecutive
business days during the grace period, which includes the temporary COVID-19 relief period. In the event we do not regain compliance within the grace period and meet all other listing standards and requirements, we may be eligible for an
additional 180-day grace period, but no assurances can be given that this additional grace period will be granted.
We intend to cure the deficiency within the prescribed grace period. During this time, our common shares will
continue to be listed and trade on the Nasdaq. Our business operations have not been and are not expected to be affected in any material respect by the receipt of the delisting notification from Nasdaq. However, a continued decline in the
closing price of our common shares on the Nasdaq could result in suspension or delisting procedures in respect of our common shares. The commencement of suspension or delisting procedures by an exchange remains, at all times, at the discretion of
such exchange and would be publicly announced by the exchange. If a suspension or delisting were to occur, there would be significantly less liquidity in the suspended or delisted securities. In addition, our ability to raise additional necessary
capital through equity or debt financing would be greatly impaired. Furthermore, with respect to any suspended or delisted common shares, we would expect decreases in institutional and other investor demand, market making activity and information
available concerning trading prices and volume, and fewer broker-dealers would be willing to execute trades with respect to such common shares. A suspension or delisting would likely decrease the attractiveness of our common shares to investors
and cause the trading volume of our common shares to decline, which could result in a further decline in the market price of our common shares.
9
We have incorporated by reference as exhibits to the registration statement, of which this prospectus forms a part, the form of Warrant, the Placement Agency
Agreement, and the Securities Purchase Agreement, or together the Transaction Documents. The summary of such agreements contained in this prospectus is qualified in their entirety by reference to the text of such agreements. We urge you to read such
agreements in full. Defined terms used herein and not otherwise defined will have the meanings ascribed to them in the Transaction Documents.
Summary
On July 12, 2020, we entered into the Securities Purchase Agreement with certain unaffiliated institutional investors to issue 57,750,000 of our common shares
in a registered direct offering and 57,750,000 Warrants to purchase common shares in the Private Placement for a combined purchase price of $0.30 per common share and Warrant.
Description of Warrants
Exercisability. The Warrants are exercisable for $0.35 per common share
for a period of five years commencing on the date of issuance. The Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the resale of the common shares underlying the Warrants under the Securities Act is not effective or
available at any time after the six month anniversary of the date of issuance of the Warrants, the holder may, in its sole discretion, elect to exercise the Warrant through a cashless exercise, in which case the holder would receive upon such
exercise the net number of common shares determined according to the formula set forth in the Warrant. The Warrant contains certain damages provisions pursuant to which we have agreed to pay certain damages if we do not issue the shares in a timely
fashion. No fractional common shares will be issued in connection with the exercise of a Warrant.
Exercise Limitation. A holder will not have the right to exercise any portion of the Warrant if the holder (together
with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our common shares outstanding immediately after giving effect to the exercise, as such percentage of beneficial ownership is
determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61st day after such election.
Exercise Price Adjustment. The exercise price of the Warrants is subject to appropriate adjustment in the event of
certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares and also upon any distributions of assets, including cash, stock or other property to our shareholders.
Exchange Listing. There is no established trading market for the Warrants and we do not expect a market to develop. In
addition, we do not intend to apply for the listing of the Warrants on any national securities exchange or other trading market.
Fundamental Transactions. If a fundamental transaction occurs, then the successor entity will succeed and substitute
us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Warrants with the same effect as if such successor entity had been named in the Warrant itself. If holders of our common shares are given
a choice as to the securities, cash or property to be received in a fundamental transaction, then the holders shall be given the same choice as to the consideration they receive upon any exercise of the Warrants following such fundamental
transaction. In addition, we or the successor entity, at the request of warrant holders, will be obligated to purchase any unexercised portion of the Warrants in accordance with the terms of such Warrants.
Rights as a Shareholder. Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of our common shares, the holder of a Warrant will not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder
exercises the Warrant.
Resale/Registration Rights. We have agreed to file a registration
statement providing for the resale of the common shares issued and issuable upon the exercise of the Warrants within 30 calendar days from the date of the Securities Purchase Agreement. We have also agreed to
use commercially reasonable efforts to cause such registration to become effective and to keep such registration statement effective at all times until no investor owns any Warrants or shares issuable upon exercise thereof.
10
USE OF PROCEEDS
We will not receive any proceeds from sales of the Warrants or the Warrant Shares by the Selling Securityholders. The Selling Securityholders will receive all
of the net proceeds from these sales. In the event a Selling Securityholder exercises its Warrants, we will receive $0.35 per warrant exercised. See “Selling Securityholders”.
The Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting,
tax, legal services or any other expenses incurred by the Selling Securityholders in disposing of these common shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the common shares covered by this
prospectus.
11
ENFORCEMENT OF CIVIL LIABILITIES
We are incorporated under the laws of the Republic of the Marshall Islands, and substantially all of our assets are located outside of the United States. Our
principal executive office is located in Cyprus. In addition, all of our directors and officers are non-residents of the United States, and substantially all of their assets are located outside the United States. As a result, it may be difficult or
impossible for you to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind,
the laws of the Republic of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or our directors and officers. Although you may bring an original action against us or our affiliates
in the courts of the Marshall Islands, and the courts of the Marshall Islands may impose civil liability, including monetary damages, against us or our affiliates for a cause of action arising under Marshall Islands law, it may be impracticable for
you to do so.
12
CAPITALIZATION
The following table sets forth our consolidated capitalization as of June 30, 2020:
| • |
on an actual basis;
|
| • |
on an as adjusted basis, to give effect to events that have occurred between July 1, 2020 and September 15, 2020:
|
| o |
the issuance of 3,019,500 common shares as part of the exercise of an equivalent number of Class A Warrants issued in connection with the Underwritten Public Offering (as defined below) that
closed on June 26, 2020, resulting in proceeds of $1.1 million;
|
| o |
the issuance on July 15, 2020, of 57,750,000 common shares in the Registered Offering (as defined below) and 57,750,000 Warrants to purchase 57,750,000 common shares in the Private Placement
at a combined offering price of $0.30 per share and Warrant, resulting in net proceeds of $15.8 million, net of placement agent fees and other estimated fees and expenses; and
|
| o |
scheduled principal repayments under our secured credit facilities of approximately $0.6 million.
|
There have been no significant adjustments to our capitalization since June 30, 2020, other than the adjustments described above. The historical data in the
table is derived from, and should be read in conjunction with, our historical financial statements included in this prospectus. You should also read this table in conjunction with the information in the section entitled “Item 5. Operating and
Financial Review and Prospects” included in our audited consolidated financial statements for the year ended December 31, 2019 in our Annual Report incorporated by reference herein.
|
|
Actual
(unaudited)
|
As Adjusted
(unaudited)
|
||||||
|
(All figures in thousands of U.S. dollars, except for share amounts)
|
||||||||
|
Debt:
|
||||||||
|
Debt to related party – Unsecured
|
$
|
5,000,000
|
$
|
5,000,000
|
||||
|
Long-term debt (including current portion) – Secured (1)
|
14,228,220
|
13,678,220
|
||||||
|
Total Debt
|
$
|
19,228,220
|
$
|
18,678,220
|
||||
|
|
||||||||
|
Shareholders’ equity
|
||||||||
|
Common shares, $0.001 par value; 1,950,000,000 shares authorized; 70,442,876 shares issued and outstanding on an actual basis and
131,212,376 shares issued and outstanding on an as adjusted basis
|
70,443
|
131,212
|
||||||
|
Series B Preferred Shares; 12,000 shares issued and outstanding on an actual and as adjusted basis
|
12
|
12
|
||||||
|
Series A Preferred Shares, $0.001 par value; 9.75% cumulative redeemable perpetual preferred shares (liquidation preference of $30 per
share), 480,000 shares issued and outstanding on an actual and as adjusted basis
|
480
|
480
|
||||||
|
Additional paid-in capital
|
36,889,553
|
53,711,233
|
||||||
|
Retained Earnings
|
32,330
|
32,330
|
||||||
|
Total Shareholders’ Equity
|
$
|
36,992,818
|
$
|
53,875,267
|
||||
|
|
||||||||
|
Total Capitalization
|
$
|
56,221,038
|
$
|
72,553,487
|
||||
|
|
||||||||
(1) Our long-term debt (both current and non-current portion) is secured by first priority mortgages on our owned ships and is guaranteed by us.
13
PLAN OF DISTRIBUTION
We are registering the securities offered by this prospectus on behalf of the Selling Securityholders. The Selling Securityholders, which as used herein
includes donees, pledgees, transferees, or other successors-in-interest selling common shares or interests in common shares received after the date of this prospectus from the Selling Securityholders as a gift, pledge, partnership distribution, or
other non-sale related transfer, may, from time to time, sell, transfer, or otherwise dispose of any or all of their common shares on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These
dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.
The Selling Securityholders may, from time to time, pledge or grant a security interest in some or all of the common shares owned by such shareholder and, if he
defaults in the performance of his secured obligations, the pledgees or secured parties may offer and sell the common shares, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending the list of Selling Securityholders to include the pledgee, transferee, or other successors in interest as Selling Securityholders under this prospectus. The Selling Securityholders may use any one or more of
the following methods when disposing of their shares:
| • |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
| • |
block trades in which the broker-dealer will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
| • |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
| • |
an exchange distribution in accordance with the rules of the applicable exchange;
|
| • |
privately negotiated transactions;
|
| • |
short sales effected after the effective date of the registration statement of which this prospectus forms a part;
|
| • |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
| • |
broker-dealers may agree with the Selling Securityholders to sell a specified number of such shares at a stipulated price per share;
|
| • |
a combination of any such methods of sale; and
|
| • |
any other method permitted pursuant to applicable law.
|
In connection with the sale of common shares or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other
financial institutions, which may in turn engage in short sales of the common shares in the course of hedging the positions they assume. The Selling Securityholders may also sell common shares short and deliver these securities to close out their
short positions, or loan or pledge the common shares to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions with broker-dealers or other financial institutions or the
creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to
this prospectus (as amended to reflect such transaction).
14
If the common shares are sold through broker dealers, the Selling Securityholders will be responsible for discounts or commissions or agent’s commissions. The
aggregate proceeds to the Selling Securityholders from the sale of the common shares offered by them will be the purchase price of the common shares less discounts or commissions, if any. The Selling Securityholders reserve the right to accept and,
together with their respective agents from time to time, to reject, in whole or in part, any proposed purchase of common shares to be made directly or through agents. We will not receive any of the proceeds from this offering.
The Selling Securityholders also may resell all or a portion of the common shares in open market transactions in reliance upon Rule 144 under the Securities
Act, provided that they meet the criteria and conform to the requirements of that rule.
The Selling Securityholders and any underwriters, broker-dealers, or agents that participate in the sale of our common shares or interests therein may be deemed
to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act. Any discounts, commissions, concessions, or profit they earn on any resale of the shares may be deemed to be underwriting discounts and commissions under the
Securities Act. If a Selling Securityholder is deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act, he will be subject to the prospectus delivery requirements of the Securities Act. We will make copies of this
prospectus (as it may be amended from time to time) available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.
To the extent required, the common shares to be sold, the respective purchase prices and public offering prices, the names of any agents, dealers, or
underwriters, and any applicable commissions or discounts with respect to a particular offer will be set forth, if appropriate, in a post-effective amendment to the registration statement that includes this prospectus.
In order to comply with the securities laws of some states, if applicable, the common shares may be sold in these jurisdictions only through registered or
licensed brokers or dealers. In addition, in some states the common shares may not be sold unless they have been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.
The Selling Securityholders and any other person participating in a distribution of the common shares covered by this prospectus will be subject to the
applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of any of the common shares by the Selling Securityholders and any other such person. To the
extent applicable, Regulation M may also restrict the ability of any person engaged in the distribution of the common shares to engage in market-making activities with respect to the common shares.
15
SELLING SECURITYHOLDERS
This prospectus relates to up to 57,750,000 Warrant Shares that the Selling Securityholders may sell in one or more offerings upon exercise of
some or all of the Warrants that the Selling Securityholders have purchased from us under the terms of a private placement transaction that closed on July 15, 2020. The table below sets forth information about the maximum number of the Warrant Shares
that may be offered from time to time by the Selling Securityholders under this prospectus. The Selling Securityholders identified below may currently hold or acquire our common shares in addition to those registered hereby. In addition, the Selling
Securityholders identified below may sell, transfer, assign or otherwise dispose of some or all of their common shares in private placement transactions exempt from or not subject to the registration requirements of the Securities Act. Under the
terms of the Warrants, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock
which would exceed 4.99% (or, in the case of Hudson Bay Master Fund Ltd and Intracoastal Capital LLC, 9.99%), as elected by the selling shareholder, of our then outstanding common stock following such exercise, excluding for purposes of such
determination shares of common stock issuable upon exercise of the warrants which have not been exercised. The number of shares in the third and fifth column does not reflect this limitation.
Information concerning the Selling Securityholders may change from time to time and, to the extent required, we will supplement this prospectus accordingly. To
our knowledge, the Selling Securityholders do not have nor have had within the past three years, any position, office or other material relationship with us or any of our predecessors or affiliates, other than their ownership of our common shares.
We have prepared the following table based on information supplied to us by the Selling Securityholders on or prior to September 17, 2020. We have not sought to
verify such information.
|
Selling Securityholder
|
|
Total Number of Common Shares Owned Prior to This Offering
|
|
|
Total Number of Warrant Shares Beneficially Owned Prior to This Offering and Being Registered
on this Registration Statement(11)
|
|
|
Percentage of Outstanding Shares Owned Prior to This Offering Represented by Warrant Shares
Listed in Column 3
|
|
|
Maximum Number of Shares Which May Be Sold in This Offering
|
|
|
Percentage of
Outstanding Shares Which May Be Sold in This Offering(11) |
|
|
Number of
Common Shares Beneficially Owned Following This Offering(12) |
|
|
Percentage of
Outstanding Shares Owned Following This Offering(12)(13) |
|
|||||||
|
Anson Investments Master Fund LP(1)
|
|
|
0
|
|
|
|
6,112,500
|
|
|
|
4.5
|
%
|
|
|
6,112,500
|
|
|
|
4.5
|
%
|
|
|
0
|
|
|
|
0
|
%
|
|
Anson East Master Fund LP(2)
|
|
|
0
|
|
|
|
2,037,500
|
|
|
|
1.5
|
%
|
|
|
2,037,500
|
|
|
|
1.5
|
%
|
|
|
0
|
|
|
|
0
|
%
|
|
Empery Asset Master, Ltd(3)
|
|
|
0
|
|
|
|
4,590,576
|
|
|
|
3.4
|
%
|
|
|
4,590,576
|
|
|
|
3.4
|
%
|
|
|
3,757,648
|
(3)
|
|
|
2.0
|
%
|
|
Empery Tax Efficient, LP(4)
|
|
|
0
|
|
|
|
1,497,727
|
|
|
|
1.1
|
%
|
|
|
1,497,727
|
|
|
|
1.1
|
%
|
|
|
1,065,412
|
(4)
|
|
|
0.6
|
%
|
|
Empery Tax Efficient III, LP(5)
|
|
|
0
|
|
|
|
2,245,031
|
|
|
|
1.7
|
%
|
|
|
2,245,031
|
|
|
|
1.7
|
%
|
|
|
1,576,940
|
(5)
|
|
|
0.8
|
%
|
|
Hudson Bay Master Fund Ltd(6)
|
|
|
0
|
|
|
|
7,800,000
|
|
|
|
5.6
|
%
|
|
|
7,800,000
|
|
|
|
5.6
|
%
|
|
|
6,350,000
|
(6)
|
|
|
3.4
|
%
|
|
L1 Capital Global Opportunities Master Fund(7)
|
|
|
0
|
|
|
|
7,800,000
|
|
|
|
4.99
|
%
|
|
|
7,800,000
|
|
|
|
4.99
|
%
|
|
|
4,200,000
|
|
|
|
2.2
|
%
|
|
CVI Investments, Inc.(8)
|
|
|
0
|
|
|
|
10,000,000
|
|
|
|
4.99
|
%
|
|
|
10,000,000
|
|
|
|
4.99
|
%
|
|
|
6,000,000
|
(8)
|
|
|
3.2
|
%
|
|
Sabby Volatility Warrant Master Fund, Ltd.(9)
|
|
|
0
|
|
|
|
7,800,000
|
|
|
|
4.99
|
%
|
|
|
7,800,000
|
|
|
|
4.99
|
%
|
|
|
6,448,000
|
(9)
|
|
|
3.4
|
%
|
|
Intracoastal Capital LLC(10)
|
|
|
0
|
|
|
|
7,866,666
|
|
|
|
5.7
|
%
|
|
|
7,866,666
|
|
|
|
5.7
|
%
|
|
|
4,200,000
|
(10)
|
|
|
2.2
|
%
|
|
Total
|
|
|
|
|
|
|
57,750,000
|
|
|
|
|
|
|
|
57,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson Investments Master Fund LP (“Anson”), hold voting and dispositive power over the Common Shares held by
Anson. Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each
disclaim beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town,
Grand Cayman KY1-9008, Cayman Islands.
|
16
| (2) |
Anson Advisors Inc and Anson Funds Management LP, the Co-Investment Advisers of Anson East Master Fund LP (“Anson”), hold voting and dispositive power over the Common Shares held by Anson.
Bruce Winson is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Winson, Mr. Kassam and Mr. Nathoo each disclaim
beneficial ownership of these Common Shares except to the extent of their pecuniary interest therein. The principal business address of Anson is Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman
KY1-9008, Cayman Islands.
|
| (3) |
Empery Asset Management LP, the authorized agent of Empery Asset Master Ltd (“EAM”), has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the
beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe
and Mr. Lane each disclaim any beneficial ownership of these shares.
|
In addition to the Warrants and Warrant Shares registered pursuant to this registration statement, EAM beneficially owns 3,757,648 Class A Warrants of the
Company that it acquired in an underwritten transaction which closed on June 26, 2020.
| (4) |
Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and
voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
|
In addition to the Warrants and Warrant Shares registered pursuant to this registration statement, ETE beneficially owns 1,065,412 Class A
Warrants of the Company that it acquired in an underwritten transaction which closed on June 26, 2020.
| (5) |
Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to vote and dispose of the shares held by ETE III
and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the
shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares.
|
In addition to the Warrants and Warrant Shares registered pursuant to this registration statement, ETE III beneficially owns 1,576,940 Class A
Warrants of the Company that it acquired in an underwritten transaction which closed on June 26, 2020.
| (6) |
Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing
member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.
|
In addition to the Warrants and Warrant Shares registered pursuant to this registration statement, Hudson Bay Master Fund Ltd. beneficially
owns 6,350,000 Class A Warrants that it acquired in an underwritten transaction of the Company which closed on June 26, 2020.
17
| (7) |
David Feldman has voting and dispositive power over the securities owned by L1 Capital Global Opportunities Master Fund. The address of L1 Capital Global Opportunities Master
Fund is 161A Shedden Road, 1 Artillery Court, PO Box 10085, Grand Cayman KY1-1001, Cayman Islands.
|
In addition to the Warrants and Warrant Shares registered pursuant to this registration statement, L1 Capital Global Opportunities Master Fund
beneficially owns 4,200,000 Class A Warrants of the Company that it acquired in an underwritten transaction which closed on June 26, 2020.
| (8) |
Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be
deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI.
Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in
the Registration Statement of Shares purchased by the Investor in this Offering.
|
In addition to the Warrants and Warrant Shares registered pursuant to this registration statement, CVI owns 6,000,000 Class A Warrants of the
Company that it acquired in an underwritten transaction which closed on June 26, 2020.
| (9) |
Sabby Management, LLC serves as the investment manager of Sabby Volatility Warrant Master Fund, Ltd., or Sabby. Hal Mintz is the manager of Sabby Management, LLC and has
voting and investment control of the securities held by Sabby Volatility Warrant Master Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities beneficially owned by Sabby Volatility Warrant
Master Fund, Ltd., except to the extent of their respective pecuniary interest therein. The address of Sabby Volatility Warrant Master Fund, Ltd. is c/o Sabby Mgt. LLC, 10 Mountainview Rd., Suite 205, Upper Saddle River, NJ 07458.
|
In addition to the Warrants and Warrant Shares registered pursuant to this registration statement, Sabby Volatility Warrant Master Fund, Ltd.
owns 6,448,000 Class A Warrants of the Company that it acquired in an underwritten transaction which closed on June 26, 2020.
| (10) |
Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and
investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein that are held by Intracoastal.
|
In addition to the Warrants and Warrant Shares registered pursuant to this registration statement, Intracoastal beneficially owns 4,200,000
Class A Warrants of the Company which they acquired in an underwritten transaction of the Company which closed on June 26, 2020.
| (11) |
Assumes that the total number of issued and outstanding common shares of the Company remains unchanged at 131,212,376 prior to the issuance of the Warrant Shares. Also, in
computing the number of common shares beneficially owned by an entity and the percentage ownership of that entity, common shares issuable upon the exercise of Warrants held by that entity are deemed outstanding.
|
| (12) |
Assumes that the Selling Securityholders will sell all of their common shares and Warrants pursuant to this prospectus.
|
| (13) |
Assumes all 57,750,000 Warrant Shares have been sold in this offering.
|
18
DESCRIPTION OF SHARE CAPITAL
The description of our Articles of Incorporation is incorporated by reference from our registration statement on Form F-4 (Registration No. 333-224242), which
was filed with the Securities and Exchange Commission on April 11, 2018. Our Articles of Incorporation were filed as Exhibit 3.1 to the F-4 Registration Statement and are hereby incorporated by reference into this prospectus. For a full description
of the terms and rights of our capital stock, please see “Item 10. Additional Information—B. Memorandum and Articles of Association” of our Annual Report incorporated by reference herein.
Purpose
Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the Marshall Islands Business
Corporations Act, or BCA. Our Articles of Incorporation and Bylaws do not impose any limitations on the ownership rights of our shareholders.
Authorized Capitalization
Under our Articles of Incorporation, our authorized capital stock consists of 1,950,000,000 common shares, par value $0.001 per share, of which 131,212,376
common shares are issued and outstanding as of September 15, 2020, and 50,000,000 preferred shares, par value $0.001 per share, of which 480,000 Series A Preferred Shares and 12,000 Series B Preferred Shares are currently issued and outstanding. We
have also designated 1,000,000 shares as Series C Participating Preferred Shares, none of which are outstanding as of the date of this prospectus.
Description of Common Shares
Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders.
Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our Board out of funds
legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred shares having
liquidation preferences, if any, the holders of our common shares are entitled to receive pro rata our remaining assets available for distribution. Holders of common shares do not have conversion, redemption or pre-emptive rights to subscribe to
any of our securities. The rights, preferences and privileges of holders of our common shares are subject to the rights of the holders of any preferred shares, which we have issued in the past or which we may issue in the future.
Share History
On September 22, 2017, we entered into an exchange agreement, or the Exchange Agreement, with Spetses Shipping Co., or Spetses, and its shareholders. Under
the terms of the Exchange Agreement, we issued 2,400,000 common shares, 480,000 Series A Preferred Shares and 12,000 Series B Preferred Shares of the Company in exchange for all of the issued and outstanding common shares of Spetses.
On November 21, 2017, we declared a dividend of one preferred share purchase right for each outstanding common share and adopted a stockholder rights plan, as
set forth in a Stockholders Rights Agreement dated as of November 20, 2017, by and between us and American Stock Transfer & Trust Company, LLC, as rights agent. For more information, please see “Item 10. Additional Information—B. Memorandum and
Articles of Association—Stockholders Rights Agreement” in our Annual Report. In connection with the Stockholders Rights Agreement, we designated 1,000,000 shares as Series C Participating Preferred Shares, none of which are outstanding as of the
date of this prospectus.
On June 28, 2019, we entered into an equity distribution agreement, or the Equity Distribution Agreement, with Maxim, as sales agent, under which we may offer
and sell, over a minimum period of 12 months through Maxim, up to $10.0 million of our common shares. As of the date of this prospectus, we have sold 618,112 common shares pursuant to the Equity Distribution Agreement.
19
On October 10, 2019, we reached an agreement with all of the holders of our Series A Preferred Shares to waive all due and overdue dividends and to adopt and
to Amend and Restate the Statement of Designations of our Series A Preferred Shares, or the Series A Agreement. Pursuant to the Series A Agreement, on October 17, 2019, we issued 300,000 common shares to the holders of the Series A Preferred Shares
in exchange for the waiver of approximately $4.3 million worth of dividends accumulated on the Series A Preferred Shares, for the period since their original issuance to June 30, 2019.
On January 27, 2020, we entered into a securities purchase agreement with YAII PN, LTD, or the Investor, pursuant to which we agreed to sell and the Investor
agreed to purchase up to three Convertible Debentures for a maximum aggregate price of $5.0 million (the “Convertible Debentures”), further discussed under Item 5.B – Our Borrowing Activities of our Annual Report. As of the date of this prospectus,
the Investor converted the full $5.0 million principal amount and $0.1 million of interest under the Convertible Debentures for 8,042,078 common shares.
On June 26, 2020, we completed an underwritten public offering of 59,110,000 units of the Company, each unit consisting
of (i) one common share, par value $0.001 per share or a pre-funded warrant to purchase one common share at an exercise price equal to $0.01 per common share (a “Pre-Funded Warrant”), and (ii) one Class A Warrant to purchase one common share (a
“Class A Warrant”), for $0.35 per unit (or $0.34 per unit including a pre-funded warrant), or the Underwritten Public Offering. At the time of the closing, the underwriters exercised and closed on their over-allotment option, and purchased an
additional 7,710,000 common shares and 7,710,000 Class A Warrants. The Underwritten Public Offering resulted in the issuance of (i) 44,410,000 common shares, (ii) 14,700,000 Pre-Funded Warrants which were exercised and resulted in the issuance of
14,672,686 common shares and (iii) 59,110,000 Class A Warrants, for the issuance and sale of which we have received gross proceeds amounting to $20.7 million. As of the date of this prospectus, 3,019,500 common shares have been issued in connection
with exercises of the Class A Warrants issued pursuant to the Underwritten Public Offering for which we have raised gross proceeds of $1.1 million and 56,090,500 Class A Warrants remain unexercised and potentially issuable into our common shares at
an exercise price of $0.35 per common share.
On July 12, 2020, we entered into the Securities Purchase Agreement with certain unaffiliated institutional investors to issue 57,750,000 of our common shares
in a registered offering, or the Registered Offering, and 57,750,000 Warrants to purchase common shares in the Private Placement for a combined purchase price of $0.30 per common share and Warrant. The Registered Offering and the Private Placement,
which closed on July 15, 2020, resulted in the issuance of 57,750,000 common shares and to an equivalent number of Warrants for which we have received gross proceeds amounting to $17.3 million.
Description of the Class A Warrants
The following summary of certain terms and provisions of our Class A Warrants is not complete and is subject to, and qualified in its entirety by the provisions
of the form of Class A Warrant, which is filed as an exhibit to our registration statement on Form F-1/A (Registration No. 333-238990), filed with the Commission on June 23, 2020. Prospective investors should carefully review the terms and
provisions set forth in the form of Class A Warrant.
20
Exercisability. The Class A Warrants are exercisable at any time after their original issuance up
to the date that is five years after their original issuance. Each of the Class A Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration
statement registering the issuance of the common shares underlying the Class A Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available
for the issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the Class A
Warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the Class A
Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the Class A Warrant. No fractional common shares will be issued in
connection with the exercise of a Class A Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.
Exercise Price. The exercise price per whole common share purchasable upon exercise of the Class A
Warrants is $0.35 per share. The exercise price and number of common shares issuable upon exercise will adjust in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events
affecting our common shares. The Class A Warrants will be immediately exercisable and may be exercised at any time until they are exercised in full.
Transferability. Subject to applicable laws, the Class A Warrants may be offered for sale, sold,
transferred or assigned without our consent.
Exchange Listing. We do not intend to apply for the listing of the Class A Warrants on any stock
exchange. Without an active trading market, the liquidity of the Class A Warrants will be limited.
Rights as a Shareholder. Except as otherwise provided in the Class A Warrants or by virtue of such
holder's ownership of our common shares, the holder of a Class A Warrant does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the Class A Warrant.
Fundamental Transactions. In the event of a fundamental transaction, as described in the Class A
Warrants and generally including, with certain exceptions, any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all of our properties or assets, our
consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common shares, or any person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common shares,
the holders of the Class A Warrants will be entitled to receive upon exercise of the warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Class A Warrants immediately prior
to such fundamental transaction.
Governing Law. The Class A Warrants and warrant agreement are governed by New York law.
Description of the Warrants
Each Warrant is exercisable immediately upon issuance for $0.35 per common share and has a term of 5 years. If a registration statement registering the resale
of the common shares underlying the Warrants under the Securities Act is not effective or available at any time after the six month anniversary of the date of issuance of the Warrants, the holder may, in its sole discretion, elect to exercise the
Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the Warrant. The Warrant contains certain damages provisions pursuant to
which we have agreed to pay the holder certain damages if we do not issue the shares in a timely fashion. A holder will not have the right to exercise any portion of the Warrant if the holder (together with its affiliates) would beneficially own in
excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our common shares outstanding immediately after giving effect to the exercise, as such percentage of beneficial ownership is determined in accordance with the terms of the
Warrants. However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61st day after such election. The exercise price of the Warrants is subject to
appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares and also upon any distributions of assets, including cash, stock or
other property to our shareholders. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under
the Warrants with the same effect as if such successor entity had been named in the Warrant itself. If holders of our common shares are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the
holder shall be given the same choice as to the consideration it receives upon any exercise of the Warrant following such fundamental transaction. In addition, we or the successor entity, at the request of Warrant holders, will be obligated to
purchase any unexercised portion of the Warrants in accordance with the terms of such Warrants. We have also agreed to file a registration statement to register the resale of the common shares underlying the Warrants within 30 calendar days from
the date of the Securities Purchase Agreement. We have also agreed to use commercially reasonable efforts to cause such registration to become effective and to keep such registration statement effective at all times until no investor owns any
Warrants or shares issuable upon exercise thereof.
21
You should carefully read the discussion of the material Marshall Islands and U.S. federal income tax considerations
associated with our operations and the acquisition, ownership and disposition of our common shares set forth in the section entitled “Taxation” of our Annual Report incorporated by reference herein.
22
EXPENSES
The following are the estimated expenses of the issuance and distribution of the securities being registered under the registration statement of which this
prospectus forms a part, all of which will be paid by us.
|
Commission registration fee *
|
$
|
2,623.60
|
||
|
FINRA filing fee
|
$
|
-
|
||
|
Legal fees and expenses
|
$
|
45,000.00
|
||
|
Accounting fees and expenses
|
$
|
15,000.00
|
||
|
Miscellaneous
|
$
|
2,376.40
|
||
|
|
||||
|
Total
|
$
|
65,000.00
|
*Already paid.
LEGAL MATTERS
The validity of the securities offered by this prospectus will be passed upon for us by Seward & Kissel LLP, New York, New York with respect to matters of
United States and Marshall Islands law.
The financial statements incorporated in this prospectus by reference from the Company’s Annual Report on Form 20-F
for the year ended December 31, 2019, have been audited by Deloitte Certified Public Accountants S.A., an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference. Such financial
statements have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. The offices of Deloitte Certified Public Accountants S.A. are located at Fragoklissias 3a &
Granikou Str., 15125 Maroussi, Athens, Greece.
As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the Commission. This
prospectus is a part of that registration statement, which includes additional information.
Government Filings
We file annual and special reports within the Commission. The Commission maintains a website (http://www.sec.gov)
that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. Our filings are also available on our website at http:// www.castormaritime.com. The information on
our website, however, is not, and should not be deemed to be, a part of this prospectus. Further, other than as described below, the information contained in or accessible from the Commission's website is not part of this prospectus.
23
Information Incorporated by Reference
The Commission allows us to "incorporate by reference" information that we file with it. This means that we can
disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the Commission prior to the
termination of this offering will also be considered to be part of this prospectus and will automatically update and supersede previously filed information, including information contained in this document.
We incorporate by reference in this prospectus the documents listed below which have been filed with the Commission:
| • |
Report on Form 20-F for the year ended December 31, 2019, filed with the Commission on March
31, 2020, which contains our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed; and
|
| • |
Exhibit 99.1 of our Report on Form 6-K dated September 11, 2020, which includes the unaudited condensed consolidated interim financial statements and related Management's
Discussion and Analysis of Financial Condition and Results of Operations of the Company for the six months ended June 30, 2020.
|
We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we
furnish to the Commission after the date of the initial filing of the registration statement of which this prospectus forms a part (if they state that they are incorporated by reference into this prospectus) until we file a post-effective amendment
indicating that the offering of the securities made by this prospectus has been terminated. In all cases, you should rely on the later information over different information included in this prospectus or the prospectus supplement.
You should rely only on the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement. We have not
authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted. You should assume that the information appearing in this prospectus and any accompanying prospectus supplement as well as the information we previously filed with the Commission and incorporated by reference, is
accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates.
You may request a free copy of the above mentioned filing or any subsequent filing we incorporate by reference to this prospectus by writing or telephoning us
at the following address:
Castor Maritime Inc.
Attn: Petros Panagiotidis
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens,
3036 Limassol
Cyprus
+ 357 25 357 767
These reports may also be obtained on our website at www.castormaritime.com. None of the information on our website
is a part of this prospectus supplement or the accompanying prospectus.
Information Provided by the Company
We will furnish holders of our common shares with annual reports containing audited financial statements and a report by our independent registered public
accounting firm. The audited financial statements will be prepared in accordance with U.S. generally accepted accounting principles. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and
content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of the Nasdaq, those proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Exchange Act.
In addition, as a “foreign private issuer,” our officers and directors are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.
Disclosure of Commission Position on Indemnification for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
24
Part II
Information Not Required in the Prospectus
| Item 8. |
Indemnification of Directors and Officers
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I. Article VIII of the Bylaws of the Registrant provides as follows:
| 1. |
Any person who is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of
another, partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Corporation upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the BCA, if he or
she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. The Corporation shall have the power to pay in advance expenses a director or officer incurred while defending a civil or criminal proceeding, provided that the director or officer will repay the amount if it shall
ultimately be determined that he or she is not entitled to indemnification under this section. Any repeal or modification of this Article VIII shall not adversely affect any rights to indemnification and to the advancement of expenses of
a Director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
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| 2. |
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the
Corporation or is or was serving at the request of the Corporation as a director or officer against any liability asserted against such person and incurred by such person in such capacity whether or not the Corporation would have the
power to indemnify such person against such liability by law or under the provisions of these Bylaws.
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II. Section 60 of the Associations Law of the Republic of the Marshall Islands provides as follows:
| 1. |
Actions not by or in right of the corporation. A corporation shall have power to
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding whether civil, criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of no contest, or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
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| 2. |
Actions by or in right of the corporation. A corporation shall have the power to
indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he
is or was a director or officer of the corporation, or is or was serving at the request of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claims, issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
|
II-1
| 3. |
When director or officer successful. To the extent that a director or officer of
a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (1) or (2) of this section, or in the defense of a claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
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| 4. |
Payment of expenses in advance. Expenses incurred in defending a civil or
criminal action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the specific case upon receipt of an undertaking by or on behalf of the director or
officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section.
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| 5. |
Indemnification pursuant to other rights. The indemnification and advancement of
expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
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| 6. |
Continuation of indemnification. The indemnification and advancement of expenses
provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
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| 7. |
Insurance. A corporation shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer against any liability asserted against him and incurred by him in such capacity
whether or not the corporation would have the power to indemnify him against such liability under the provisions of this section.
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| Item 9. |
Exhibits
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The exhibit index at the end of this registration statement, or the Exhibit Index, identifies the exhibits which are included in this registration statement
and are incorporated herein by reference.
| Item 10. |
Undertakings
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(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
II-2
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the
registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of
any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act of 1933 need not be furnished, provided, that the
registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as
current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section
10(a)(3) of the Securities Act of 1933 or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B:
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed
prospectus was deemed part of and included in this registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a
time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
effective date.
II-3
(6) That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the
Securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) — (f) [Reserved].
(g) — (k) Not applicable.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Limassol, country of Cyprus on September 17, 2020.
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CASTOR MARITIME INC.
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By:
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/s/ Petros Panagiotidis
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Name: Petros Panagiotidis
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Title: CChairman, Chief Executive Officer and Chief Financial Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Gary J. Wolfe, Edward S. Horton and Andrei
Sirabionian his true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full
power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact
and agent, or his substitute, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and
on September 17, 2020.
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Signature
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Title
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/s/ Petros Panagiotidis
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Chairman, Chief Executive Officer, Chief Financial Officer and Class C Director
(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
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Petros Panagiotidis
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/s/ Dionysios Makris
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Secretary and Class B Director
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Dionysios Makris
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/s/ Georgios Daskalakis
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Class A Director
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Georgios Daskalakis
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II-5
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned
Registrant, has signed this registration statement in the City of Newark, State of Delaware, on September 17, 2020.
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name: Donald J. Puglisi
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Title: Managing Director
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Exhibit Index
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Exhibit Number
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Description
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4.1
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4.2
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4.3
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4.4
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4.5
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4.6
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4.7
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4.8
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4.9
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4.10
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4.11
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5.1
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8.1
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10.1
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10.2
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10.3
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10.4
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10.5
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10.6
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10.7
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10.8
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10.9
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10.10
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10.11
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10.12
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10.13
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23.1
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23.2
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24.1
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*
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Filed herein.
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Exhibit 5.1
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Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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||
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TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
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901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
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||
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September 17, 2020
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Castor Maritime Inc.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
| Re: |
Castor Maritime Inc.
|
Ladies and Gentlemen:
We have acted as counsel to Castor Maritime Inc., a Marshall Islands corporation (the “Company”), in connection with the
Company’s Registration Statement on Form F-3 (File No. 333-240262) (the “Registration Statement”) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 31, 2020, as thereafter amended or supplemented, with respect to
the registration for resale (the “Resale Registration”) by the selling securityholders named in the Registration Statement (the “Selling Securityholders”) of 57,750,000 warrants (the “Warrants”) and 57,750,000 of the Company’s common shares, par
value $0.001 per share (the “Warrant Shares”) issuable upon the exercise of the Warrants issued by the Company to the Selling Securityholders on July 15, 2020.
We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration
Statement, (ii) the prospectus of the Company (the “Prospectus”) included in the Registration Statement, (iii) the Warrants and (iv) such corporate documents and records of the Company and such other instruments, certificates and documents as we have
deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted
to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the execution of documents. As to various questions of fact that are material to the
opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors of the Company and others.
We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the
Prospectus to be executed in connection with the Resale Registration have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the terms of the Resale Registration comply in all respects with
the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith.
Castor Maritime Inc.
September 17, 2020
Page 2 of 2
In connection with our opinion expressed below, we have assumed that, at or prior to the time of the delivery of any of the
Warrants and Warrant Shares, there will not have occurred any change in the law or the facts affecting the validity of the Warrants and Warrant Shares.
With respect to the Warrant Shares, we have assumed that, as of each and every time any of the Warrant Shares are issued
upon exercise of the Warrants in accordance with the terms therein, the Company will have a sufficient number of authorized and unissued common shares available for issuance under its Articles of Incorporation.
Based upon and subject to the foregoing and the assumptions, qualifications and limitations set forth below, we are of the
opinion that the Warrants are legally issued and valid and legally binding obligations of the Company and the Warrant Shares, when issued and delivered against payment therefor upon the exercise of the Warrants in accordance with the terms therein,
will be validly issued, fully paid and non-assessable.
The foregoing opinions are subject in each case to applicable insolvency, bankruptcy, reorganization, moratorium,
fraudulent transfer, fraudulent conveyance or other similar laws affecting generally the enforceability of creditors' rights from time to time in effect and subject to general principles of equity, regardless of whether considered in a proceeding in
equity or at law, including application of principles of good faith, fair dealing, commercial reasonableness, materiality, unconscionability and conflict with public policy and other similar principles.
This opinion is limited to the laws of the State of New York, the federal laws of the United States of America, and the
laws of the Republic of the Marshall Islands as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us
and the discussions of advice provided by us under the headings "Legal Matters" in the Prospectus, without admitting we are "experts" within the meaning of the Securities Act of 1933, as amended, or the rules and regulations of the Commission
promulgated thereunder with respect to any part of the Registration Statement or Prospectus.
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Very truly yours,
/s/ Seward & Kissel LLP
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Exhibit 8.1
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Seward & Kissel llp
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
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||
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TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
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901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
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||
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September 17, 2020
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Castor Maritime Inc.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
| Re: |
Castor Maritime Inc.
|
Ladies and Gentlemen:
We have acted as counsel to Castor Maritime Inc., a Marshall Islands corporation
(the “Company”), in connection with the Company’s Registration Statement on Form F-3 (File No. 333-240262) (the “Registration Statement”) as filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 31, 2020, as thereafter
amended or supplemented, with respect to the registration for resale under the U.S. Securities Act of 1933, as amended (the “Securities Act”), by the selling securityholders named in the Registration Statement (the “Selling Securityholders”) of
57,750,000 warrants (the “Warrants”) and 57,750,000 of the Company’s common shares, par value $0.001 per share issuable upon the exercise of the Warrants issued by the Company to the Selling Securityholders on July 15, 2020.
In rendering this opinion, we have examined originals or copies (certified or
otherwise identified to our satisfaction) of the following documents:
| (i) |
the Registration Statement and the prospectus of the Company included in the Registration Statement; and
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| (ii) |
such other papers, documents, agreements, certificates of public officials and certificates of representatives of the Company, as we have deemed relevant and
necessary as the basis for the opinions hereafter expressed.
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In formulating our opinion as to these matters, we have examined such documents as
we have deemed appropriate. We have also obtained such additional information as we have deemed relevant and necessary from representatives of the Company.
Based on the facts as set forth in the Registration Statement and the Company’s
annual report on Form 20-F for the fiscal year ended December 31, 2019 (the “Annual Report”), which is incorporated by reference into the Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and
qualifications described in the Annual Report in the section entitled “Item 3. Key Information—D. Risk Factors” and “Item 10. Additional Information—E. Taxation”, we hereby confirm that the opinions of Seward & Kissel LLP with respect to United
States federal income tax matters and Marshall Islands tax matters expressed in the Annual Report in the section entitled “Item 10. Additional Information—E. Taxation” are our opinions and accurately state our views as to the tax matters discussed
therein.
Castor Maritime Inc.
September 17, 2020
Page 2
Our opinions and the tax discussion as set forth in the Annual Report are based on
the current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used as precedents, and case law, any of which
may be changed at any time with retroactive effect. No opinion is expressed on any matters other than those specifically referred to above by reference to the Registration Statement and Annual Report.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to each reference to us
and the discussions of advice provided by us in the Registration Statement, including by reference to the Company’s Annual Report, without admitting we are “experts” within the meaning of the Securities Act or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statement.
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Very truly yours,
/s/ Seward & Kissel LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Amendment No 1 to Registration Statement No. 333-240262 on Form F-3 of
our report dated March 31, 2020, relating to the financial statements of Castor Maritime Inc. appearing in the Annual Report on Form 20-F of Castor Maritime Inc. for the year ended December 31, 2019. We also consent to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
September 17, 2020