6-K - EDRY - Equibles

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 2021

Commission File Number: 001-38502

EURODRY LTD.
(Translation of registrant’s name into English)
4 Messogiou & Evropis Street
151 24 Maroussi, 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 REPORT ON FORM 6-K

On October 12, 2021, EuroDry Ltd. (the "Company") entered into the First Amendment (the “Amendment”) to the Equity Distribution Agreement with Noble Capital Markets, Inc. ("Noble"), as sales agent, under which the Company may offer and sell, from time to time through Noble, up to $15,500,000 of its common shares, par value $0.01 per share.

Attached hereto as Exhibit 1 is a copy of the Amendment.

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 is hereby incorporated by reference into the Company's registration statement on Form F-3 (File No. 333-238235) that was filed with the U.S. Securities and Exchange Commission on May 13, 2020 and declared effective on May 20, 2020.

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.

	ODRY LTD.
Dated: October 12, 2021	By:
	Name:
	Title:

All values are in Euros.

Exhibit 1

FIRST AMENDMENT TO

EQUITY DISTRIBUTION AGREEMENT

This First Amendment (this “Amendment”) to that certain Equity Distribution Agreement (the “Equity Distribution Agreement”), dated June 10, 2021, by and among EuroDry Ltd., a Marshall Islands corporation (the “Company”) and Noble Capital Markets, Inc., a Florida corporation (“Noble”) is effective as of October 12, 2021. Capitalized terms used herein without definition shall have the respective meanings set forth in the Equity Distribution Agreement.

WHEREAS, the Company and Noble are parties to that certain Equity Distribution Agreement pursuant to which the Company agreed to issue and to sell to or through Noble shares of the Company’s Common Stock; and

WHEREAS, the Company and Noble now desire to amend the Equity Distribution Agreement to increase the maximum offering amount to $15,500,000;

NOW, THEREFORE, in consideration of the promises and mutual covenants contained

herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Amendment to Equity Distribution Agreement. The first paragraph of Section 1 is hereby amended and restated in its entirety as follows:

“The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through Noble, acting as agent and/or principal, shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $15,500,000 (the “Maximum Amount”), subject to the limitations set forth in Section 3(b) hereof. The issuance and sale of shares of Common Stock to or through Noble will be effected pursuant to the Registration Statement (as defined below) filed by the Company and which was declared effective under the Securities Act (as defined below) by the U.S. Securities and Exchange Commission (the “Commission”).”

Governing Law. This Amendment and all of the terms and provisions hereof shall be governed by the internal laws of the State of New York without reference to the conflicts of law provisions thereof.
Continuation. Except as expressly amended hereby, the Equity Distribution Agreement shall continue in full force and effect until expiration or termination in accordance with its terms. In the event of a conflict between this Amendment and the Agreement, this Amendment shall control.
Severability. If any clause or provision of this Amendment shall be determined by a judgment or order no longer subject to review of a court of competent jurisdiction, to be unenforceable, such determination will not affect the enforceability of any other clause or provision or of the remainder of this Amendment or the Equity Distribution Agreement.
Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but when taken together, shall constitute one and same agreement.

[Signatures on following page]

IN WITNESS WHEREOF, the parties to this Amendment have caused it to be duly executed and delivered as of the date first above written.

COMPANY:	ODRY LTD.
	By:
	Name:
	Title:
NOBLE:	NOBLE CAPITAL MARKETS, INC.
	By:
	Name:
	Title:

All values are in Euros.

Exhibit 5.1

October 12, 2021

Board of Directors

EuroDry Ltd.

4 Messogiou & Evropis Street

151 24 Maroussi, Greece

Ladies and Gentlemen:

We have acted as special counsel to EuroDry Ltd., a corporation formed under the laws of the Republic of the Marshall Islands (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, having an aggregate offering price of up to US$15,500,000 \(the “Shares”\), which Shares include related
  preferred stock purchase rights; \(ii\) the equity distribution agreement, dated June 10, 2021 \(the “Equity Distribution Agreement”\), between the Company and Noble Capital Markets, Inc., as agent \(the “Agent”\), including any amendments or
  supplements thereto, pursuant to which the Company may offer the Shares solely through the Agent, from time to time; \(iii\) the preparation of the Registration Statement on Form F-3 \(Registration Statement No. 333-238235\) \(the “Registration
    Statement”\), together with the Prospectus contained therein \(the “Base Prospectus”\), filed with the Securities and Exchange Commission \(the “Commission”\) under the Securities Act of 1933, as amended \(the “Act”\), and
  supplemented by the Prospectus Supplement relating to the Shares filed with the Commission dated as of the date hereof \(the “Prospectus Supplement”\).  All of the Shares are to be sold by the Company as described in the Prospectus Supplement.

You have requested our opinion as to the matters set forth below in connection with the Prospectus Supplement. For purposes of rendering that opinion, we have examined the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws, the Equity Distribution Agreement and the corporate action of the Company that provides for the issuance of the Shares, and we have made such other investigation as we have deemed appropriate. We have examined and relied upon certificates of public officials and, as to certain matters of fact that are material to our opinion, we have also relied upon the representations and warranties of the Company contained in those certain documents included as Exhibits to the Registration Statement, the Base Prospectus and the Prospectus Supplement, and on certificates of officers of the Company.

In connection with our opinion, we have assumed the genuineness of all signatures, the legal capacity of natural personas, the authenticity of all items submitted to us as originals and the conformity with originals of all items submitted to us as copies. In making our examination of documents executed by parties other than the Company, we have assumed that each other party has the power and authority to execute and deliver, and to perform and observe the provisions of, such documents and has duly authorized, executed and delivered such documents, and that such documents constitute the legal, valid and binding obligations of each such party.

Page 2

We have further assumed that the Registration Statement and any amendments thereto, the Base Prospectus and the Prospectus Supplement, will comply with all applicable laws at the time the Shares are offered or sold as contemplated by the Registration Statement, the Base Prospectus and the Prospectus Supplement.

Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and sold in accordance with the terms and conditions described in the Prospectus Supplement, and when stock certificates or book entry positions representing the Shares have been duly executed, registered in the books and records of the Company and delivered, will be validly issued, fully paid and nonassessable.

We are qualified to practice law in the State of New York and the Republic of the Marshall Islands. The opinions set forth herein are expressly limited to and based exclusively on the general corporate laws of the State of New York, the federal securities laws of the United States of America and the general corporate laws of the Republic of the Marshall Islands, and we do not purport to be experts on, or to express any opinion with respect to the applicability or effect of, the laws of any other jurisdiction. We express no opinion herein concerning, and we assume no responsibility as to the laws or judicial decisions related to, or any orders, consents or other authorizations or approvals as may be required by any state securities or “blue sky” laws, rules or regulations or any state laws regarding fraudulent transfers. In addition, we do not express any opinion with respect to any laws, regulations or orders concerning declared emergencies or the effect thereof on any opinion stated herein. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.

This opinion is issued in the State of New York. By issuing this opinion, Seward & Kissel LLP (i) shall not be deemed to be transacting business in any other state or jurisdiction other than the State of New York and (ii) does not consent to the jurisdiction of any state other than the State of New York. Any claim or cause of action arising out of the opinions expressed herein must be brought in the State of New York. Your acceptance of this opinion shall constitute your agreement to the foregoing.

We hereby consent to the filing of this opinion as part of the Company’s Current Report on Form 6-K to be filed with the Commission for the purpose of including this opinion as part of the Registration Statement, to the incorporation by reference of this opinion letter into the Registration Statement and to the reference to our firm in the Prospectus Supplement under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Seward & Kissel LLP