Castor Maritime Inc SC TO-I/A, filed Jun 3, 2024

CASTOR MARITIME INC.

Dated: June 3, 2024

/s/ Petros Panagiotidis

Petros Panagiotidis

Chairman, Chief Executive Officer and Chief Financial Officer

Castor Maritime Inc. (CTRM)

SC TO-I/A 2024-06-03

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Common Share Purchase Warrants issued on April 7, 2021			N/A
(Title of Class of Securities)			(CUSIP Number of Securities)

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

	☐	third-party tender offer subject to Rule 14d-1.
	☒	issuer tender offer subject to Rule 13e-4.
	☐	going-private transaction subject to Rule 13e-3.
	☐	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

	☐	Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
	☐	Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

(a)(1)(i)			Form of Cover Letter to Offer to Purchase and Letter of Transmittal, dated April 22, 2024.*
(a)(1)(ii)			Offer to Purchase, dated April 22, 2024.*
(a)(1)(iii)			Form of Letter of Transmittal.*
(a)(1)(iv)			Form of Cover Letter to Offer to Purchase and Letter of Transmittal, dated May 16, 2024.*
(a)(1)(v)			Amended and Restated Offer to Purchase, dated May 16, 2024.*
(a)(1)(vi)			Amended Form of Letter of Transmittal.*
(a)(2)			Not applicable.
(a)(3)			Not applicable.
(a)(4)			Not applicable.
(a)(5)(i)			Press Release, dated April 22, 2024.*
(a)(5)(ii)			Press Release, dated May 16, 2024.*
(a)(5)(iii)			Press Release, dated June 3, 2024.
(b)			Not applicable.
(d)(1)			Securities Purchase Agreement by and between Castor Maritime Inc. and the purchasers identified on the signature pages thereto, dated April 5, 2021, incorporated by reference to Exhibit 4.2 of the Company’s report on Form 6-K furnished to the SEC on April 7, 2021.
(d)(2)			Form of Common Share Purchase Warrant incorporated by reference to Exhibit 4.3 of the Company’s report on Form 6-K furnished to the SEC on April 7, 2021.
(d)(3)			Stockholder Rights Agreement by and between Castor Maritime Inc. and American Stock Transfer & Trust Company, LLC, as rights agent, dated as of November 20, 2017, incorporated by reference to Exhibit 10.2 to the Company’s registration statement on Form F-4 filed with the SEC on April 11, 2018.
(d)(4)			Share Purchase Agreement by and between Castor Maritime Inc. and Toro Corp., dated as of August 7, 2023, incorporated by reference to Exhibit 99.2 to the Company’s report on Form 6-K furnished to the SEC on August 8, 2023.
(d)(5)			Statement of Designation of Rights, Preferences and Privileges of 5.00% Series D Cumulative Perpetual Convertible Preferred Shares of Castor Maritime Inc., incorporated by reference to Exhibit 99.1 to the Company’s report on Form 6-K furnished to the SEC on August 8, 2023.
(d)(6)			Equity Distribution Agreement by and between Castor Maritime Inc. and Maxim Group LLC, dated as of May 23, 2023, incorporated by reference to Exhibit 1.1 to the Company’s report on Form 6-K furnished to the SEC on May 23, 2023.
(d)(7)			Amended and Restated Master Management Agreement, dated July 28, 2022, by and among Castor Maritime Inc., its shipowning subsidiaries and Castor Ships S.A., incorporated by reference to Exhibit 4.16 to the Company’s annual report on Form 20-F filed with the SEC on March 8, 2023.
(d)(8)			Addendum No.1 to the Amended and Restated Master Management Agreement, dated November 18, 2022, by and among Castor Maritime Inc., its shipowning subsidiaries, its ex-shipowning subsidiary and Castor Ships S.A., incorporated by reference to Exhibit 4.17 to the Company’s annual report on Form 20-F filed with the SEC on March 8, 2023.
(d)(9)			Contribution and Spin Off Distribution Agreement entered into by and between Castor Maritime Inc. and Toro Corp., dated March 7, 2023, incorporated by reference to Exhibit 4.18 to the Company’s annual report on Form 20-F filed with the SEC on March 8, 2023.
(g)			Not applicable.
(h)			Not applicable.
107			Filing Fee Table.*