6-K

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

For the month of October 2023

Commission File Number:  001-38502

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 [  ]

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this Report on Form 6-K as Exhibit 1 is a copy of the press release issued by EuroDry Ltd. (the “Company”) on October 26, 2023: EuroDry Ltd. Announces Joint Venture with Investors and Delivery of M/V Christos K, an Eco Ultramax Drybulk Carrier.

This Report on Form 6-K, except for the paragraph beginning with “Aristides Pittas, Chairman and CEO of EuroDry commented:” and the next succeeding paragraph, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-273254) filed with the U.S. Securities and Exchange Commission (the “Commission”) on July 14, 2023 and the Company’s Registration Statement on Form F-3 (File No. 333-273258) filed with the Commission on July 14, 2023.

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.

All values are in Euros.

Exhibit 1

EuroDry Ltd. Announces Joint Venture with Investors and Delivery of M/V Christos K, an Eco Ultramax Drybulk Carrier

Athens, Greece – October 26, 2023 – EuroDry Ltd. (NASDAQ: EDRY, the “Company” or “EuroDry”), an owner and operator of drybulk vessels and provider of seaborne transportation for drybulk cargoes, announced today that it formed a joint venture with a number of investors represented by NRP Project Finance AS (“NRP Investors”) regarding the ownership of the two Ultramax vessels it recently announced its agreement to acquire, M/V Christos K (ex – Giants Causeway) and M/V Maria (ex - Sadlers Wells), both built in 2015. Specifically, NRP Investors will acquire a 39% ownership stake in each of the vessels.

Furthermore, the Company announced today that it took delivery of one of the above vessels, M/V Christos K, a 63,197 dwt. The Company has arranged a sustainability- linked loan of $11 million with Eurobank S.A. to partly finance the acquisition.

Aristides Pittas, Chairman and CEO of EuroDry commented**:**

“We are very pleased to partner with the NRP team, a Norwegian investment and project finance firm, and we are excited to announce our joint venture with investors represented by NRP. This joint venture transaction helps us fund our fleet growth strategy in a non-dilutive way to our shareholders. It also allows us to broaden our investor base and establish a presence in a highly reputable and experienced shipping market.

“In parallel, we are also pleased to welcome M/V Christos K into our family, further increasing the “eco” cluster of our fleet. We look forward to continuing looking for accretive transactions and ways to finance our growth creating value for our shareholders.”

Fleet Profile:

Assuming the delivery of the three Eco Ultramax drybulk vessels described above, the EuroDry Ltd. fleet profile would be as follows:

Note:

(*)

Represents the earliest redelivery date

(**)

The average Baltic Kamsarmax P5TC Index is an index based on five Panamax time charter routes

(***)

Vessel is 61% owned by EuroDry. M/V MARIA is expected to be delivered in October 2023

About EuroDry Ltd.

EuroDry Ltd. was formed on January 8, 2018 under the laws of the Republic of the Marshall Islands to consolidate the drybulk fleet of Euroseas Ltd. into a separate listed public company. EuroDry was spun-off from Euroseas Ltd on May 30, 2018; it trades on the NASDAQ Capital Market under the ticker EDRY.

EuroDry operates in the dry cargo, drybulk shipping market. EuroDry's operations are managed by Eurobulk Ltd., an ISO 9001:2008 and ISO 14001:2004 certified affiliated ship management company and Eurobulk (Far East) Ltd. Inc., which are responsible for the day-to-day commercial and technical management and operations of the vessels. EuroDry employs its vessels on spot and period charters and under pool agreements.

After the delivery of the remaining one vessel agreed to be acquired, the Company would have a fleet of 13 vessels, including 2 Kamsarmax drybulk carriers, 5 Panamax drybulk carriers, 5 Ultramax drybulk carriers and 1 Supramax drybulk carrier. EuroDry’s 13 drybulk carriers have a total cargo capacity of 918,502 dwt.

Forward Looking Statement

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and the Company's growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further time charters. Words such as "expects," "intends," "plans," "believes," "anticipates," "hopes," "estimates," and variations of such words and similar expressions are intended to identify forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of the Company. Actual results may differ materially from those expressed or implied by such forward looking statements. Factors that could cause actual results to differ materially include, but are not limited to changes in the demand for dry bulk vessels, competitive factors in the market in which the Company operates; risks associated with operations outside the United States; and other factors listed from time to time in the Company's filings with the Securities and Exchange Commission. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

Visit our website www.eurodry.gr