Diana Shipping Inc 6-K, filed Jul 9, 2021
Diana Shipping Inc. (DSX)
6-K
2021-07-09
For: 2021-07-31
View Original
Added on
April 08, 2026
About this 6-K
Diana Shipping Inc filed this 6-K on July 9, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2021
Commission File Number 001-32458
DIANA SHIPPING INC.
(Translation of registrant's name into English)
Pendelis 16, 175 64 Palaio Faliro, Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ].
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an
attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ].
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report
or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the
rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if
discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On July 9, 2021, Diana Shipping Inc. (the “Company”) and Maxim Group LLC (“Maxim”) entered into Amendment No. 1 to the
Equity Distribution Agreement dated April 23, 2021 between Maxim and the Company (the “Agreement”).
Attached hereto as Exhibit 1.1 is a copy of the Agreement dated July 9, 2021, by and between the Company and Maxim.
Attached hereto as Exhibit 5.1 is the opinion of Seward & Kissel LLP relating to the common shares.
The information contained in this Report on Form 6-K and the exhibits attached hereto are hereby incorporated by
reference into the Company’s registration statement on Form F-3 (File No. 333-256791) that was filed with the U.S. Securities and Exchange Commission and became effective on July 9, 2021.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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DIANA SHIPPING INC.
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(Registrant)
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Dated: July 9, 2021
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/s/ Anastassis Margaronis
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Anastassis Margaronis
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President
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Exhibit 1.1
AMENDMENT NO. 1
to
Equity Distribution Agreement
dated April 23, 2021
by and between
Diana Shipping Inc. (the “Company”)
and
Maxim Group LLC (the “Sales Agent”)
Dated: July 7, 2021
WHEREAS, the Company and the Sales Agent entered into an Equity Distribution Agreement dated April 23, 2021 (the “Agreement”); and
WHEREAS, the Company and the Sales Agent wish to amend the Agreement as set forth herein.
NOW, THEREFORE, the Agreement is hereby amended, effective as of July 9, 2021, as follows:
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Section 1(a)(i) of the Agreement (Representations and Warranties of the Company) is hereby amended to replace the reference to “File No. 333- 225964” in the first line thereof
with “File No. 333-256791”.
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Section 1(a)(i) of the Agreement (Representations and Warranties of the Company) is hereby amended to replace the reference to “July 26, 2018” in the second line thereof with
“June 4, 2021”.
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Except as set forth herein, all other terms and conditions of the Agreement shall remain in full force and effect.
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[SIGNATURE PAGE TO FOLLOW]
IN WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 as of the date first above written.
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DIANA SHIPPING INC.
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By:
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/s/ Ioannis Zafirakis | |
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Name:
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Ioannis Zafirakis
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Title:
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Director, Chief Financial Officer, Chief Strategy Officer, Treasurer & Secretary
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MAXIM GROUP LLC
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By:
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/s/ Clifford A. Teller | |
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Name:
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Clifford A. Teller
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Title:
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Executive Managing Director, Head of Investment Banking
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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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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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July 9, 2021
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Diana Shipping Inc.
Pendelis 16
175 64 Palaio Faliro
Athens, Greece
Re: Diana Shipping Inc.
Ladies and Gentlemen:
We have acted as counsel to Diana Shipping Inc. (the “Company”) in connection with (i) the Company’s at-the-market offering (the “Offering”) of shares of its common stock, par value $0.01
per share, having an aggregate offering price of up to US$200,000,000 (the “Shares”), which Shares include related preferred stock purchase rights (the “Preferred Share Purchase Rights”); (ii) the Equity Distribution Agreement, dated April 23, 2021, as amended as of July 9, 2021 (the “Equity Distribution Agreement”), between the Company and Maxim Group LLC, as agent (the “Agent”), including any amendments or supplements thereto, pursuant to which the Company may offer the Shares through the Agent, from time to time; (iii) the preparation of the Company’s
registration statement on Form F-3 (File No. 333-256791), declared effective by the U.S. Securities and Exchange Commission (the “Commission”) on July 9, 2021 (the “Registration Statement”); (iv) a prospectus included therein (the “Base Prospectus”) and
(v) a prospectus supplement thereto dated July 9, 2021 (the “Prospectus Supplement” and together with the Base Prospectus, the “Prospectus”).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the
Equity Distribution Agreement, (ii) the Registration Statement, (iii) the Base Prospectus, (iv) the Prospectus Supplement, (v) the Stockholders Rights Agreement dated January 15, 2016, as amended, relating to the Preferred Share Purchase Rights (the “Rights Agreement”) and (vi) 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 Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the terms of the Offering 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.
In connection with our opinion expressed below, we have assumed that, at or prior to the time of the
delivery of any of the Shares, there will not have occurred any change in the law or the facts affecting the validity of the Shares.
With respect to the Shares, we have assumed that, as of each and every time any of the Shares are issued in
accordance with the Equity Distribution Agreement, the Company will have a sufficient number of authorized and unissued Shares available for issuance under its Amended and Restated Articles of Incorporation, as amended.
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem
relevant, we are of the opinion that:
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The Shares and the Preferred Share Purchase Rights have been duly authorized by the Company.
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The Shares, when issued, sold and paid for as contemplated in the Prospectus and Equity Distribution Agreement, will be validly issued, fully paid and
non-assessable.
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When the Shares are issued, sold and paid for as contemplated in the Prospectus and Equity Distribution Agreement, the related Preferred Share Purchase Rights
will constitute binding obligations of the Company in accordance with the terms of the Rights Agreement.
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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 Company’s Report on Form 6-K to be
filed with the Commission on the date hereof, 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,
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