Euroseas Ltd F-3/A, filed Mar 27, 2020
Euroseas Ltd. (ESEA)
F-3/A
2020-03-27
View Original
Added on
October 17, 2026
As filed with the Securities and Exchange Commission on March 27, 2020
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Registration Statement No. 333 – 237128
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
EUROSEAS LTD.
(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
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N/A
(I.R.S. Employer
Identification No.)
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Euroseas Ltd.
4 Messogiou & Evropis Street
151 24 Maroussi, Greece
001 30 211 1804005
(Address and telephone number of Registrant's principal executive offices)
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Seward & Kissel LLP
Attention: Lawrence Rutkowski, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, address and telephone number of agent for service)
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Copies to:
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Lawrence Rutkowski, Esq.
Anthony Tu-Sekine, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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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.
If the 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 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. □
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price Per Security
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Proposed Maximum
Aggregate Offering Price (2)
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Amount of
Registration Fee
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Primary Offering
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||||
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Common Shares, par value $0.03 per share, including related preferred stock purchase rights (1), (3)
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Preferred Shares, par value $0.01 per share (4)
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Debt Securities (5)
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Warrants (6)
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Units (7)
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Primary Offering Total
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$400,000,000
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$51,920 (8)
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Secondary Offering
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Common Shares, par value $0.03 per share to be offered by certain selling shareholders (1)
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2,369,950 (9)
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$2.17 (10)
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$5,143,976 (10)
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$668(11)
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TOTAL
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$405,143,976
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$52,588 (12)*
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* Previously paid.
| (1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the common shares being registered hereunder include such
indeterminate number of shares as may be issuable as a result of stock splits, stock dividends or similar transactions or as a result of the operation of anti-dilutive provisions and adjustments to conversion ratios.
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| (2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Pursuant to General
Instruction II(C) of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities
registered hereunder. In no event will the aggregate offering price of all securities sold by Euroseas Ltd. pursuant to this registration statement exceed $400,000,000.
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| (3) |
Preferred stock purchase rights are not currently separable from the common stock 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 stock.
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| (4) |
There is being registered hereunder an indeterminate number of preferred shares as may from time to time be sold at indeterminate prices not to
exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
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| (5) |
If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a
maximum aggregate offering price not to exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
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| (6) |
There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed the
aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
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| (7) |
There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed the
aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement. Units may consist of any combination of the securities registered hereunder.
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| (8) |
Determined in accordance with Section 6(b) of the Securities Act to be $51,920, which is equal to .0001298 multiplied by the proposed maximum
aggregate offering price of $400,000,000.
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| (9) |
The amount of shares to be registered accounts includes 512,821 common shares that are issuable upon conversion of 8,000 Series B Preferred Shares owned by the Selling
Shareholders (based on the current conversion ratio).
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| (10) |
Pursuant to Rule 457(c), the offering price and registration fee are computed on the average of the high and low prices for the common shares on
the Nasdaq Capital Market on March 11, 2020.
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| (11) |
Determined in accordance with Section 6(b) of the Securities Act to be $668, which is equal to .0001298 multiplied by the proposed maximum
aggregate offering price of $5,143,976.
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| (12) |
A registration fee of $46,648 has previously been paid with respect to securities that were previously registered under Euroseas Ltd.’s
registration statement on Form F-3 on September 27, 2011 (the “2011 F-3”) (File No. 333-177014) and were not sold thereunder. $43,706 of the registration fee paid in connection with the 2011 F-3 was subsequently applied to offset the
registration fee due with respect to securities that were previously registered under Euroseas Ltd.’s registration statement on Form F-3 filed on December 2, 2015 as amended on Form F-3/A filed on December 12, 2016 (File No. 333-208305)
(the “2016 F-3”). Pursuant to Rule 457(p) under the Securities Act, Euroseas Ltd. hereby offsets the registration fee of $52,588 required in connection with this registration statement by $43,706, representing the amount of the
registration fee associated with unsold securities under the 2016 F-3. Accordingly, the registration fee transmitted herewith is $8,882.
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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 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.
PROSPECTUS (subject to completion dated March 27, 2020)
$400,000,000
Common Shares, Preferred Shares, Debt Securities, Warrants and Units
2,369,950 of our Common Shares Offered by the Selling Shareholders
Through this prospectus, we may periodically offer:
(1) our common shares,
(2) our preferred shares,
(3) our debt securities,
(4) our warrants, and
(5) our units.
We may also offer securities of the types listed above that are convertible or exchangeable into one or more of the securities listed above.
In addition, the Selling Shareholders named in this Prospectus or their respective donees, pledgees, transferees or other successors in interest may sell in one or more offerings
pursuant to this registration statement up to 2,369,950 of our common shares that were previously acquired in private transactions or in the open market or which are issuable upon conversion of Series B Convertible Perpetual Preferred Shares (the
“Series B Preferred Shares”) or any convertible notes into which the Series B Preferred Shares may convert. We refer to such common shares as the "Selling Shareholder Shares." The Selling Shareholders or their respective donees, pledgees, transferees
or other successors in interest may, from time to time, sell, transfer or otherwise dispose of any or all of these common shares, including on any stock exchange, market or trading facility on which the shares are traded or in privately negotiated
transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices. See "Plan of Distribution" beginning on page 13. Information on the Selling Shareholders and the times and manners in which
they may offer and sell our common shares are described under the sections entitled "Selling Shareholders" and "Plan of Distribution" in this prospectus. While we will bear all costs, expenses and fees in connection with the registration of the
Selling Shareholder Shares, we will not receive any of the proceeds from the sale of our common shares by the Selling Shareholders.
The prices and other terms of the securities that we will offer will be determined at the time of their offering and will be described in a supplement to this prospectus.
Our common shares are currently listed on the Nasdaq Capital Market under the symbol "ESEA". On March 6, 2020, the last reported sale price of our common shares was $2.10 per
share.
The aggregate market value of our outstanding common stock held by non-affiliates as of March 6, 2020 is $2,943,664, based on 5,600,259 shares of common stock outstanding, of
which 1,401,745 are held by non-affiliates, and a closing price on the Nasdaq Capital Market of $2.10 on that date. As of the date hereof, we have offered securities with an aggregate market value of $879,486 pursuant to General Instruction I.B.5 of
Form F-3 during the twelve calendar month period that ends on and includes the date hereof.
The securities to be sold under this prospectus may be offered directly or through underwriters, agents or dealers. The names of any underwriters, agents or dealers will be
included in a supplement to this prospectus.
An investment in these securities involves risks. See the section entitled "Risk Factors" on page 7, and other risk factors
contained in the applicable prospectus supplement and in the documents incorporated by reference herein and therein.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is March , 2020.
TABLE OF CONTENTS
Page
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PROSPECTUS SUMMARY
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1
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RISK FACTORS
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7
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USE OF PROCEEDS
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8
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SELLING SHAREHOLDERS
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9
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OUR CAPITALIZATION
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11
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DIVIDEND POLICY
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12
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PLAN OF DISTRIBUTION
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13
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DESCRIPTION OF CAPITAL STOCK
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15
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DESCRIPTION OF PREFERRED SHARES
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19
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DESCRIPTION OF WARRANTS
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20
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DESCRIPTION OF DEBT SECURITIES
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21
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DESCRIPTION OF UNITS
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27
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TAX CONSIDERATIONS
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28
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EXPENSES
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35
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EXPERTS
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35
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LEGAL MATTERS
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35
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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35
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GLOSSARY OF SHIPPING TERMS
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38
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i
ABOUT THIS PROSPECTUS
As permitted under the rules of the U.S. Securities and Exchange Commission, or the Commission, this prospectus incorporates important business information about us that is contained in documents
that we have previously filed with the Commission but that are not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the Commission at www.sec.gov, as well as other
sources. You may also obtain copies of the incorporated documents, without charge, upon written or oral request to Euroseas Ltd., 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece, +30-211-1804005. See "Where You Can Find Additional
Information."
You should rely only on the information contained or incorporated by reference in this prospectus. Neither we nor the Selling Shareholders have authorized any person to provide information other than
that provided in this prospectus and the documents incorporated by reference. Neither we nor the Selling Shareholders are making an offer to sell common shares in any state or other jurisdiction where the offer or sale is not permitted. You should
not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus regardless of its time of delivery, and you should not consider any information in this prospectus or in the
documents incorporated by reference herein to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our
securities.
Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to "Euroseas," the "Company," "we," "us," "our," or similar references, mean Euroseas Ltd. and,
where applicable, its consolidated subsidiaries, and the "Selling Shareholders" refers to those of our shareholders described in "Selling Shareholders" on page 9 of this prospectus.
ENFORCEABILITY OF CIVIL LIABILITIES
Euroseas Ltd. is a Marshall Islands corporation and our principal executive offices are located outside the United States in Maroussi, Greece. A majority of our directors, officers and the experts
named in the prospectus reside outside the United States. In addition, a substantial portion of our assets and the assets of our directors, officers and experts are located outside the United States. As a result, you may have difficulty serving legal
process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in United States courts against us or these persons in any action, including
actions based upon the civil liability provisions of United States federal or state securities laws. Furthermore, there is substantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those
courts predicated on United States federal or state securities laws.
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
Euroseas Ltd. 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 prospectus contains forward-looking statements. These forward-looking statements include information about possible or assumed future results of our operations or our performance. Words such as
"expects," "intends," "plans," "believes," "anticipates," "estimates," and variations of such words and similar expressions are intended to identify the forward-looking statements. Although we believe 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 which are
inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements include, but
are not limited to, statements regarding:
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our future operating or financial results;
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future, pending or recent acquisitions, joint ventures, business strategy, areas of possible expansion, and expected capital spending or operating expenses;
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container shipping industry trends, including charter rates and factors affecting vessel supply and demand;
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our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
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availability of crew, number of off-hire days, drydocking requirements and insurance costs;
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our expectations about the availability of vessels to purchase or the useful lives of our vessels;
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our expectations relating to dividend payments and our ability to make such payments;
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ii
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our ability to leverage to our advantage our manager's relationships and reputations in the container shipping industry;
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changes in seaborne and other transportation patterns;
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changes in governmental rules and regulations or actions taken by regulatory authorities;
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potential liability from future litigation;
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global and regional political conditions;
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acts of terrorism and other hostilities, including piracy; and
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| • |
other factors discussed in the section titled "Risk Factors."
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WE CAUTION READERS OF THIS PROSPECTUS AND ANY PROSPECTUS SUPPLEMENT NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF
THEIR DATES. WE UNDERTAKE NO OBLIGATION TO PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS CONTAINED IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENTS, OR THE DOCUMENTS TO WHICH WE REFER YOU IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT,
TO REFLECT ANY CHANGE IN OUR EXPECTATIONS WITH RESPECT TO SUCH STATEMENTS OR ANY CHANGE IN EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH ANY STATEMENT IS BASED. THESE FORWARD LOOKING STATEMENTS ARE NOT GUARANTEES OF OUR FUTURE PERFORMANCE, AND ACTUAL
RESULTS AND FUTURE DEVELOPMENTS MAY VARY MATERIALLY FROM THOSE PROJECTED IN THE FORWARD LOOKING STATEMENTS.
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 Commission using a shelf registration process. Under the shelf registration process, we may sell the common shares,
preferred shares, debt securities, warrants and units described in this prospectus in one or more offerings up to a total dollar amount of $400,000,000. In addition, the Selling Shareholders may sell in one or more offerings pursuant to this
registration statement up to 2,369,950 of our common shares that were previously acquired in private transactions or in the open market or which are issuable upon conversion of Series B Preferred Shares or any convertible notes into which the Series
B Preferred Shares may convert. This prospectus provides you with a general description of the securities we or the Selling Shareholders may offer. Each time we or the Selling Shareholders offer securities, we may provide you with a supplement to
this prospectus that will describe the specific information about the securities being offered and the specific terms of that offering. 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 securities, you should read carefully both this prospectus and any prospectus
supplement, together with the additional information described below.
This prospectus does not contain all the information provided in the registration statement that we filed with the Commission. 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."
iii
PROSPECTUS SUMMARY
This section summarizes some of the information and consolidated financial statements that appear later in this prospectus or in documents incorporated by reference herein. As an
investor or prospective investor, you should review carefully the risk factors and the more detailed information and financial statements that appear later in this prospectus or in documents incorporated by reference herein. In this prospectus,
references to "Euroseas," "Company," "we," "our," "ours" and "us" refer to Euroseas Ltd., and its subsidiaries, unless otherwise stated or the context requires.
We use the term "deadweight tons," or dwt, in describing the capacity of our 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. We use the term "twenty foot equivalent unit," or teu, the international standard measure of containers, in describing the capacity of our containerships. For the definition of certain
shipping terms used in this prospectus, see the "Glossary of Shipping Terms" on page 38 of this prospectus.
Our Company
Euroseas Ltd. is a Marshall Islands company incorporated under the Business Corporations Act of the Marshall Islands, or BCA, on May 5, 2005. We are a provider of worldwide
ocean-going transportation services. On May 30, 2018, the Company spun-off its drybulk fleet (excluding M/V Monica P, a handymax drybulk carrier, which was agreed to be sold at the time) into EuroDry Ltd. (“EuroDry”), a separate publicly listed
company also listed on the Nasdaq Capital Market (the “Spin-off”). Shareholders of the Company received one EuroDry share for every five shares of the Company they held. As a result of the Spin-off and the subsequent sale of M/V Monica P, the Company
has become a pure containership company and the only publicly listed company concentrating on the feeder and intermediate containership sector. Our containerships transport dry and refrigerated containerized cargoes, mainly manufactured products and
perishables. As of March 1, 2020, our fleet consisted of eighteen containerships excluding M/V Manolis P which we have agreed to sell and expect to deliver it to the buyers before April 10, 2020. The total cargo carrying capacity of the eighteen
containerships is 640,594 dwt or 49,631 teu.
We actively manage the deployment of our fleet which is typically employed between short time charters, which generally last from several days to several months, and medium or
long term time charters, which can last up to several years. As of March 1, 2020, all except two of our container vessels, one that is to undergo repairs and one seeking employment, are under contract.
Vessels operating on medium and long term time charters provide more predictable cash flows but can yield lower profit margins than vessels operating in the short term charters
market during periods characterized by favorable market conditions. Vessels operating in the short term charters market generate revenues that are less predictable but may enable us to achieve increased profit margins during periods of high vessel
rates although we are exposed to the risk of declining vessel rates, which may have a materially adverse impact on our financial performance.
We are constantly evaluating opportunities to increase the number of our vessels deployed on medium and longer term time charters; however, we only expect to enter into longer
term time charters if we can obtain contract terms that satisfy our criteria. We carefully evaluate the length and rate of the time charter contract at the time of fixing or renewing a contract, considering market conditions, trends and expectations.
We constantly evaluate vessel purchase opportunities to expand our fleet accretive to our earnings and cash flow. Additionally, we will consider selling certain of our vessels when favorable sales
opportunities present themselves. If, at the time of sale, the carrying value is less than the sales price, we will realize a gain on sale, which will increase our earnings, but if, at the time of sale, the carrying value of a vessel is more than the
sales price, we will realize a loss on sale, which will negatively impact our earnings.
1
Our Fleet
As of March 1, 2020, the profile and deployment of our fleet, excluding our vessel, M/V Manolis P, which we have agreed to sell, is the following:
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Name
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Type
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Dwt
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TEU
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Year Built
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Employment (*)
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TCE Rate ($/day)
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Container Carriers
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AKINADA BRIDGE
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Intermediate
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71,366
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5,610
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2001
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Seeking Employment
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-
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SYNERGY BUSAN
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Intermediate
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50,726
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4,253
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2009
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TC until Mar-20
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$13,250
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SYNERGY ANTWERP
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Intermediate
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50,726
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4,253
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2008
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TC until May-20
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CONTEX(**) 4250 less 6.25%; floor $8,000 / ceiling $16,000
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SYNERGY OAKLAND (***)
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Intermediate
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50,787
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4,253
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2009
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TC until Oct-20 plus 8-12 months extension option
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$9,000 until Feb-20; $10,000 until Oct-20; option CONTEX(**) 4250 less 10%
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SYNERGY KEELUNG
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Intermediate
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50,969
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4,253
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2009
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TC until Dec-20/Jun-22 plus 8- 12 months option
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$10,000 until Jun-21; $11,750 until Jun-22; option $14,500
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EM KEA
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Feeder
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42,165
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3,100
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2007
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TC until Mar-20
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$9,700
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EM ASTORIA
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Feeder
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35,600
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2,788
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2004
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TC until Mar-20
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$8,500
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EVRIDIKI G
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Feeder
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34,677
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2,556
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2001
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TC until Sep-20
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$10,250
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EM CORFU
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Feeder
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34,654
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2,556
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2001
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TC until Sep-21
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$10,200
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EM ATHENS
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Feeder
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32,350
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2,506
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2000
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TC until Oct-20
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$9,250
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EM OINOUSSES
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Feeder
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32,350
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2,506
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2000
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Undergoing repairs
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DIAMANTIS P
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Feeder
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30,360
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2,008
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1998
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TC until Jul-20
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$8,000
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EM SPETSES
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Feeder
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23,224
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1,740
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2007
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TC until Mar-20
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$7,000
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EM HYDRA
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Feeder
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23,351
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1,740
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2005
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TC until Mar-20
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$7,500
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JOANNA
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Feeder
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22,301
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1,732
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1999
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TC until Feb-21
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$8,050
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AEGEAN EXPRESS
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Feeder
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18,581
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1,439
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1997
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TC until Mar-20
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$7,500
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KUO HSIUNG
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Feeder
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18,154
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1,169
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1993
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TC until Mar-20
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$7,500
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NINOS
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Feeder
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18,253
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1,169
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1990
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TC until Mar-20
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$7,750
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Total Container Carriers(**)
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18
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640,594
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49,631
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Notes
| (*) |
Charter duration indicates the earliest redelivery date unless the contract rate is lower than the current market rate in which cases the latest redelivery date is assumed; vessels with the latest redelivery date shown are marked by
(***)
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| (**) |
The CONTEX (Container Ship Time Charter Assessment Index) has been published by the Hamburg and Bremen Shipbrokers’ Association (VHBS) since October 2007. The CONTEX is a company-independent index of time charter rates for container
ships. It is based on assessments of the current day charter rates of six selected container ship types, which are representative of their size categories: Type 1,100 TEU and Type 1,700 TEU with a charter period of one year, and the Types
2,500, 2,700, 3,500 and 4,250 TEU all with a charter period of two years.
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| (***) |
Latest redelivery date shown.
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We plan to expand our fleet by investing in vessels in the containership market under favorable market conditions. We also intend to take advantage of the cyclical nature of the
market by buying and selling ships when we believe favorable opportunities exist. We employ our vessels, typically, in time charter contracts of various durations.
2
Management of Our Fleet
The operations of our vessels are managed by Eurobulk Ltd., or Eurobulk, an affiliated company. Eurobulk manages our fleet under a Master Management Agreement with us and
separate management agreements with each ship-owning company. Eurobulk was founded in 1994 by members of the Pittas family and is a reputable ship management company with strong industry relationships and experience in managing vessels. Under our
Master Management Agreement, Eurobulk is responsible for providing us with: (i) executive services associated with us being a public company; (ii) other services to our subsidiaries and commercial management services, which include obtaining
employment for our vessels and managing our relationships with charterers; and (iii) technical management services, which include managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification
society compliance, supervising the maintenance and general efficiency of vessels, arranging our hire of qualified officers and crew, arranging and supervising drydocking and repairs, arranging insurance for vessels, purchasing stores, supplies,
spares and new equipment for vessels, appointing supervisors and technical consultants and providing technical support and shoreside personnel who carry out the management functions described above and certain accounting services.
Our Master Management Agreement with Eurobulk compensates Eurobulk with an annual fee and a daily management fee per vessel managed. Our Master Management Agreement, which we
initially entered into in 2008, was amended and restated as of January 1, 2018 and its term extended until January 1, 2023. It was further amended on November 15, 2019. The Master Management Agreement can be terminated by Eurobulk only for cause or
under other limited circumstances, such as sale of the Company or Eurobulk or the bankruptcy of either party. The Master Management Agreement will automatically be extended after the initial period for an additional five-year period unless terminated
on or before the 90th day preceding the initial termination date. Pursuant to the Master Management Agreement, vessels we might acquire in the future will enter into a separate five-year management agreement with Eurobulk.
Until May 30, 2018 (i.e. pre- Spin-off), in exchange for providing us with the services described above, we paid Eurobulk an annual fee of $2,000,000 and a management fee of 685
Euros per vessel per day for any operating vessel and 50% (i.e., 342.5 Euros) of that amount for any vessel laid-up. The amount of such annual fee allocated to the Company prior to the Spin-off was based on the proportion of the number of calendar
days that related to the vessels to be spun-off to EuroDry to the number of days of the entire fleet of Euroseas. The management fee is adjusted annually for inflation in the Eurozone every January 1st. There has been no adjustment for
inflation from January 1, 2016, to date. In the case of newbuilding vessel contracts, the same management fee of 685 Euros becomes effective when construction of the vessels actually begins. On May 30, 2018, the Company signed an addendum with the
Manager according to which daily management fees were kept at 685 Euros per day per vessel, while as of May 30, 2018, the fixed annual cost was adjusted to $1,250,000. As a result, for the year 2018, the fixed cost was calculated on $2,000,000
pro-rated for the period of January 1, 2018 until May 30, 2018 (allocated between Euroseas and EuroDry as explained above) and on $1,250,000 for the period of May 30, 2018 until December 31, 2018. On November 15, 2019, the Company signed an addendum
adjusting the fixed annual cost to $2,000,000 to compensate Eurobulk Ltd. for the increase in the fleet and certain management services subcontracted by Eurobulk Ltd. to Synergy Marine Ltd., a company controlled by the seller of the four vessels we
acquired in November 2019, affiliated with the Company post-acquisition, as a result of the Chairman of Synergy Marine Ltd. being appointed to the Board of Directors of the Company. As a result, for the year 2019, the fixed cost was calculated on
$1,250,000 pro-rated for the period of January 1, 2019 until November 14, 2019 and on $2,000,000 pro-rated for the period of November 15, 2019 until December 31, 2019.
Our Competitive Strengths
We believe that we possess the following competitive strengths:
| • |
Experienced Management Team. Our management team has significant experience in all aspects of commercial, technical, operational and financial areas of our business. Aristides J. Pittas, our
Chairman and Chief Executive Officer, holds a dual graduate degree in Naval Architecture and Marine Engineering and Ocean Systems Management from the Massachusetts Institute of Technology. He has worked in various technical, shipyard and
ship management capacities and since 1991 has focused on the ownership and operation of vessels carrying dry cargoes. Dr. Anastasios Aslidis, our Chief Financial Officer, holds a Ph.D. in Ocean Systems Management also from the
Massachusetts Institute of Technology and has over 20 years of experience, primarily as a partner at a Boston based international consulting firm focusing on investment and risk management in the maritime industry.
|
| • |
Cost Efficient Vessel Operations. We believe that because of the efficiencies afforded to us through Eurobulk, the strength of our management team and the quality of our fleet, we are, and will
continue to be, a reliable, low cost vessel operator, without compromising our high standards of performance, reliability and safety. Despite the average age of our fleet being approximately 17.2 years on March 1, 2020 (excluding M/V
Manolis P., which we have agreed to sell), our total vessel operating expenses, including management fees and general and administrative expenses but excluding drydocking expenses were $6,294 per day for the year ended December 31, 2019.
We consider this amount to be among the lowest of the publicly listed containerships shipping
|
3
|
companies in the United States. Our technical and operating expertise allows us to efficiently manage our fleet and minimize off-hire days. Our professional, well-trained masters, officers and onboard crews further help us to control
costs and ensure consistent vessel operating performance. We actively manage our fleet and strive to maximize operational and commercial utilization. For the year ended December 31, 2019, our operational fleet utilization was 99.9%, up from
96.0% in 2018, while our commercial utilization rate increased from 96.7% in 2018 to 99.2% in 2019. Our total fleet utilization rate in 2019 was 99.1%.
|
| • |
Strong Relationships with Customers and Financial Institutions. We believe that we, Eurobulk and the Pittas family have developed strong industry relationships and gained acceptance with
charterers, lenders and insurers because of long-standing reputation for safe and reliable service and financial responsibility through various shipping cycles. Through Eurobulk, we offer reliable service and cargo carrying flexibility that
enables us to attract customers and obtain repeat business. We also believe that the established customer base and reputation of ourselves, Eurobulk and the Pittas family help us to secure favorable employment for our vessels with
well-known charterers.
|
Our Business Strategy
Our business strategy is focused on providing consistent shareholder returns by carefully timing and structuring acquisitions of containerships and by reliably, safely and
competitively operating our vessels through Eurobulk. We continuously evaluate purchase and sale opportunities, as well as long term employment opportunities for our vessels. Key elements of the above strategy are:
| • |
Renew and Expand our Fleet. We expect to grow our fleet in a disciplined manner through timely and selective acquisitions of quality vessels. We perform in-depth technical review and financial
analysis of each potential acquisition and only purchase vessels as market opportunities present themselves. We focus on purchasing well-maintained secondhand vessels, newbuildings or newbuilding resales based on the evaluation of each
investment option at the time it is made. In January 2017, we sold one containership. In June, September, October and December 2017, we took delivery of five secondhand containerships while in December 2017, we sold one containership.
During 2019, we acquired eight containerships increasing our fleet by about 70% in terms of number of vessels and more than doubling it in terms of carrying capacity. More recently, in February 2020 we agreed to sell for scrap one of our
vessels.
|
| • |
Maintain Balanced Employment. We intend to employ our fleet on either longer term time charters, i.e. charters with duration of more than a year, or shorter-term time charters. We seek longer
term time charter employment to obtain adequate cash flow to cover as much as possible of our fleet’s recurring costs, consisting of vessel operating expenses, management fees, general and administrative expenses, interest expense and
drydocking costs for the upcoming 12-month period. When we expect charter rates to improve we try to increase the percentage of our fleet employed in shorter term contracts (allowing us to take advantage of higher rates in the future),
while when we expect the market to weaken we try to increase the percentage of our fleet employed in longer term contracts (allowing us to take advantage of higher current rates). We believe this balanced employment strategy provides us
with more predictable operating cash flows and sufficient downside protection, while allowing us to participate in the potential upside of the short-term time charter market during periods of rising charter rates. As of March 1, 2020, on
the basis of our existing time charters, approximately 52% of our vessel capacity in the remainder of 2020 and approximately 10% in 2021 are under time charter contracts, which will ensure employment of a portion of our fleet, partly
protect us from market fluctuations and increase our ability to make principal and interest payments on our debt and, possibly, pay dividends to our shareholders.
|
| • |
Optimize Use of Financial Leverage. We intend to use bank debt to partly fund our vessel acquisitions and increase financial returns for our shareholders. We actively assess the level of debt we
incur in light of our ability to repay that debt based on the level of cash flow generated from our balanced chartering strategy and efficient operating cost structure. Our debt repayment schedule as of December 31, 2019 calls for a
reduction of about 19% of our debt by the end of 2020 and an additional reduction of about 12% by the end of 2021 for a total reduction of 31% over the next two years, excluding a balloon payment due at the end of 2021 that we intend to
refinance and excluding any new debt that may assume. As our debt is being repaid we expect that our ability to raise or borrow additional funds more cheaply in order to grow our fleet and generate better returns for our shareholders will
increase.
|
Corporate Information
Euroseas Ltd. is a holding company existing under the laws of the Marshall Islands. We maintain our principal executive offices at 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece. Our
telephone number at that address is +30-211-1804005. Our website address is http://www.euroseas.gr. The information on our website is not a part of this prospectus.
4
Recent Developments
In June 2019, the Company refinanced two of its vessels in a transaction that freed up about $8 million of cash which together with approximately $3.7 million of its available
cash was used to redeem approximately $11.7 million of its series B Preferred Shares; the refinancing also included a reduction of the loan margin by 0.5% of the Company’s overall debt (which was financed by the same bank at the time). Also in June
2019, as mentioned above, the Company redeemed $11.7 million of its Series B Preferred Shares which had an aggregate value of about $19.7 million at the time and, since January 2019, carried an annual dividend of 12% payable in cash which was set
to increase to 14% in January 2021. Following the redemption, the dividend rate for the $8 million value of Series B Preferred Shares remaining outstanding was reduced to 8% until January 2021 and will increase to 14% thereafter.
In August 2019, the Company acquired four feeder containerships from affiliates of the Pittas family including the Company’s CEO, for a consideration that includes a cash
payment of $15 million and issuance of approximately 2.8 million shares of common stock to the sellers (adjusted for the 1-for-8 reverse stock split of December 19, 2019). The Company financed the cash portion of the acquisition price with bank
debt which was used to repay the existing indebtedness of the vessels with the sellers receiving only payment in Euroseas common shares.
In September 2019 and in November 2019, the Company entered in loan agreements and drew down two loans of $2.5 million each for a total of $5.0 million, from a company affiliated
to the Company’s CEO, to finance general corporate needs including funding of the drydocking of the M/V Akinada Bridge. The loans were approved by an independent committee of the Board of Directors and are payable within 2020; the Company has the
option to make the repayment in shares of common stock under certain conditions.
In November 2019, the Company acquired four intermediate containerships from companies controlled by Synergy Holdings Limited for a total consideration of approximately $40
million. The acquisition was financed by bank debt, existing funds of the Company and $6 million raised in private placements. The Company also assumed the charters under which the vessels were at the time. As part of the transaction, the Company has
agreed to acquire certain corporate and vessel management services from Synergy Marine Limited for the next three years. Mr. Andreas Papathomas, Chairman of Synergy Holdings Limited, joined the Board of Directors of the Company. The Company has also
agreed to issue an additional $0.5 million in shares of its common stock to Synergy Holdings Limited if certain conditions are fulfilled in one year. The private placements of $6.0 million of common stock were subscribed equally by Synergy Holdings
Limited and Eurobulk Marine Holdings Inc. (a company affiliated to the Company’s CEO). As the result of the private placements, the Company issued approximately 1.06 million new common shares (adjusted for the 1-for-8 reverse stock split of December
19, 2019).
In January 2020, M/V EM Oinousses experienced an engine room fire while sailing off Mozambique carrying empty containers. The fire was extinguished without any injuries to the
crew; the vessel is undergoing evaluation for the type of repairs required. It is expected that the Company’s insurance will cover the majority of the costs.
In February 2020, the Company entered into an agreement to sell for scrap M/V Manolis, a feeder containership vessel, built in 1995. The vessel is scheduled to be delivered to
its buyers by April 10, 2020.
The Securities We May Offer
Through this prospectus, we may periodically offer:
(1) our common shares,
(2) our preferred shares,
(3) our debt securities,
(4) our warrants, and
(5) our units.
We may also offer securities of the types listed above that are convertible or exchangeable into one or more of the securities listed above.
The Securities the Selling Shareholders May Offer
The Selling Shareholders may sell in one or more offerings pursuant to this registration statement up to 2,369,950 of our common shares that were previously acquired in private transactions or in the
open market or which are issuable upon conversion of Series B Preferred Shares or any convertible notes into which the Series B Preferred Shares may convert. We will not receive any of the proceeds from the sale of our common shares by the Selling
Shareholders.
5
A prospectus supplement may describe the amounts, prices, and type of transaction in which the Selling Shareholders may offer securities and may describe certain risks in addition to those set forth
below associated with an investment in the securities. Terms used in the prospectus supplement will have the meanings set forth in this prospectus, unless otherwise specified.
6
RISK FACTORS
An investment in our securities involves a high degree of risk. You should carefully consider the risks described below and discussed under the heading "Risk Factors" in our
Annual Report on Form 20-F for the year ended December 31, 2018 and the other documents we have incorporated by reference in this prospectus that summarize the risks that may materially affect our business before making an investment in our
securities. Please see "Where You Can Find Additional Information – Information Incorporated by Reference." In addition, you should also consider carefully the risks set forth under the heading "Risk Factors" in any prospectus supplement before
investing in any securities offered by this prospectus. The occurrence of one or more of those risk factors could adversely impact our results of operations, financial condition, the price of our common stock and our ability to pay dividends.
Outbreaks of epidemic and pandemic of diseases and governmental responses thereto could adversely affect our business.
Our operations are subject to risks related to outbreaks of infectious diseases. For example, the recent outbreak of coronavirus
COVID-19 (“Coronavirus”), a virus causing potentially deadly respiratory tract infections originating in China, may negatively affect economic conditions and the demand for our shipping regionally as well as globally and otherwise impact our
operations and the operations of our customers and suppliers. Governments in affected countries are imposing travel bans, quarantines and other emergency public health measures. Those measures, though temporary in nature, may continue and increase
depending on developments in the virus’ outbreak. As a result of these measures, our vessels may not be able to call on ports, or may be restricted from disembarking from ports, located in regions affected by Coronavirus. Although our operations
have not been affected by the Coronavirus outbreak to date, the ultimate severity of the Coronavirus outbreak is uncertain at this time and therefore we cannot predict the impact it may have on our future operations, which could be material and
adverse.
7
USE OF PROCEEDS
Unless we specify otherwise in any prospectus supplement, we intend to use the net proceeds from the sale of securities that we may offer by this prospectus to make vessel
acquisitions and for capital expenditures, repayment of indebtedness, working capital, and general corporate purposes. We will not receive any of the proceeds from the sale of our common shares by the Selling Shareholders.
8
SELLING SHAREHOLDERS
This prospectus relates to the proposed sale from time to time of up to 2,369,950 of our common shares which were acquired in
private transactions or in the open market or which are issuable upon conversion of Series B Preferred Shares or any convertible notes into which the Series B Preferred Shares may convert.
Set forth below is information regarding the names and number of common shares owned and offered by the Selling Shareholders. The
table is based upon information provided by the Selling Shareholders. The table assumes that all the shares being offered by the Selling Shareholders pursuant to this prospectus are ultimately sold in the offering.
Selling Shareholders
|
Name of Selling Shareholder
|
Common Shares Owned Before Offering (1)(2)
|
Percentage of Class Prior to the Offering (3)
|
Total Common Shares Offered Hereby
|
Common Shares Owned Following the Offering
|
Percentage of Class Following the Offering
|
|||||||||||||||
|
Tennenbaum Opportunities Partners V, LP (4)
|
76,050
|
1.2
|
%(4)
|
75,050
|
0
|
0
|
%
|
|||||||||||||
|
Tennenbaum Opportunities Fund VI, LLC (4)
|
314,976
|
5.2
|
%(4)
|
315,976
|
0
|
0
|
%
|
|||||||||||||
|
Friends Investment Company Inc. (5)
|
481,255
|
7.9
|
%(5)
|
470,131
|
0
|
0
|
%
|
|||||||||||||
|
Preferred Friends Investment Company Inc. (6)
|
234,295
|
3.8
|
%(6)
|
234,295
|
0
|
0
|
%
|
|||||||||||||
|
Family United Navigation Company (7)
|
89,779
|
1.5
|
%(7)
|
69,978
|
0
|
0
|
%
|
|||||||||||||
|
Synergy Holdings Ltd (8)
|
528,169
|
8.6
|
%(8)
|
528,169
|
0
|
0
|
%
|
|||||||||||||
|
Diamantis Shareholders Ltd (9)
|
243,451
|
4.0
|
%(9)
|
243,451
|
0
|
0
|
%
|
|||||||||||||
|
C.S. CAMPBELL SHIPPING (CYPRUS) LIMITED (10)
|
231,338
|
3.8
|
%(10)
|
231,338
|
0
|
0
|
%
|
|||||||||||||
|
Rennaissance Bridge Ltd (11)
|
77,113
|
1.3
|
%(11)
|
77,113
|
0
|
0
|
%
|
|||||||||||||
|
Nikolaos Pithis (12)
|
32,659
|
0.5
|
%(12)
|
32,659
|
0
|
0
|
%
|
|||||||||||||
|
Bentech Investment Ltd (13)
|
25,705
|
0.4
|
%(13)
|
25,705
|
0
|
0
|
%
|
|||||||||||||
|
Alexandros Kapellaris (14)
|
19,279
|
0.3
|
%(14)
|
19,279
|
0
|
0
|
%
|
|||||||||||||
|
Markos Vassilikos (15)
|
15,881
|
0.3
|
%(15)
|
15,881
|
0
|
0
|
%
|
|||||||||||||
|
Total
|
2,369,950
|
38.8
|
%
|
2,369,950
|
0
|
0
|
%
|
|||||||||||||
__________________________
(1) Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended, or the
Exchange Act, and generally includes voting or investment power with respect to securities. Except as subject to community property laws or otherwise as described in the notes below, where applicable, the person named above has sole voting and
investment power with respect to all common shares shown as beneficially owned by it.
(2) This amount includes common shares that are issuable upon conversion
of Series B Preferred Shares (or any convertible notes into which the Series B Preferred Shares may convert) on an as-converted basis (based on the current conversion ratio).
(3) Based on 5,600,259 common shares outstanding as of March 1, 2020 and a total of 512,821 common shares issuable upon conversion of Series
B Preferred Shares owned by Tennenbaum Opportunities Fund VI, LLC and Preferred Friends Investment Company Inc.
(4) Tennenbaum Capital Partners, LLC serves as investment advisor to, inter alia, Tennenbaum Opportunities Partners V, LP and Tennenbaum
Opportunities Fund VI, LLC, which are the registered holders of the Common Shares and Series B Preferred Shares of Euroseas Ltd. beneficially owned by Tennenbaum Capital Partners, LLC. Tennenbaum Capital Partners, LLC is indirectly controlled by
BlackRock, Inc., which may be deemed to have beneficial ownership of shares beneficially owned by Tennenbaum Capital Partners, LLC. The address of Tennenbaum Opportunities Partners V, LP, Tennenbaum Opportunities Fund VI, LLC and Tennenbaum
Capital Partners, LLC is 2951 28th Street, Suite 1000, Santa Monica, CA 90405. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Tennenbaum Opportunities Partners V, LP and Tennenbaum Opportunities Fund VI, LLC currently
hold (a) 112,500 shares of common stock and (b) 4,345 Series B Preferred Shares that are convertible into 278,526 shares of common stock (based on the current conversion ratio).
(5) Represents 481,255 shares of common stock held of record by Friends Investment Company Inc. (“Friends”). A majority of the shareholders
of Friends are members of the Pittas family. Investment power and voting control by Friends resides in its board of directors which consists of four directors, who are members of the Pittas family: Aristides P. Pittas, Vice Chairman and Director
of the Company; Aristides J. Pittas, CEO, President and Director of the Company; Nikolaos J. Pittas, financial manager of Eurobulk, an affiliate of the Company; and Emmanuel Pittas, Vice President of Eurobulk. Actions by Friends may be taken by a
majority of the members on its board of directors. The business address for Friends is 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
9
(6) 234,295 common shares are issuable upon conversion of 3,655 Series B Preferred Shares (or any
convertible notes into which the Series B Preferred Shares may convert) owned by this shareholder into common shares (based on the current conversion ratio). A majority of the shareholders of Preferred Friends Investment Company Inc. are members of
the Pittas family. Investment power and voting control by Preferred Friends Investment Company Inc. resides in its board of directors which consists of four directors, who are members of the Pittas family: Aristides P. Pittas, Vice Chairman and
Director of the Company; Aristides J. Pittas, CEO, President and Director of the Company; Nikolaos J. Pittas, financial manager of Eurobulk, an affiliate of the Company; and Emmanuel Pittas, Vice President of Eurobulk. Actions by Preferred Friends
Investment Company Inc. may be taken by a majority of the members on its board of directors. The business address for Preferred Friends Investment Company Inc. is 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
(7) Represents 89,779 shares of common stock held of record by Family United
Navigation Company (“Family United”). A majority of the shareholders of Family United are members of the Pittas family. Investment power and voting control by Family United resides in its board of directors which consists of four directors, who are
members of the Pittas family: Aristides P. Pittas, Vice Chairman and Director of the Company; Despina Pita; Pantelis A. Pittas; and Eleni A. Pita. Actions by Family United may be taken by a majority of the members on its board of directors. The
business address for Family United is 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
(8) Represents 528,169 shares of common stock held of record by Synergy Holdings
Ltd. (“SHL”). SHL is indirectly controlled by a trust (under which Andreas Papathomas is a beneficiary) which may be deemed to have beneficial ownership of shares beneficially owned by SHL. Mr. Papathomas is a director of the Company. The
business address for SHL is Victoria Place, 5th Floor, 31 Victoria Street, Hamilton HM 10, Bermuda.
(9) Represents 243,451 shares of common stock held of record by Diamantis
Shareholders Ltd (“DSL”). A majority of the shareholders of DSL are members of the Pittas family. Investment power and voting control by DSL resides in its board of directors which consists of three directors some of whom are members of the Pittas
family: Aristides P. Pittas, Vice Chairman and Director of the Company; Markos Vassilikos, managing director of Eurobulk Ltd, an affiliate of the Company and Stefania Karmiri, Secretary of the Company. Actions by DSL may be taken by a majority of
the members on its board of directors. The business address for Friends is 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
(10) Represents 231,338 shares of common stock held of record by C.S. CAMPBELL
SHIPPING (CYPRUS) LIMITED (“CAMBELL”). A majority of the shareholders of CAMPBELL are non-affiliates of the Company. Investment power and voting control by CAMPBELL resides in its board of directors. The business address for CAMPBELL is 32, Kritis
Street, Papachristoforou building, 4th Floor, 3087 Limassol, Cyprus.
(11) Represents 77,113 shares of common stock held of record by Rennaissance Bridge
Ltd (“RBL”). A majority of the shareholders of RBL are non-affiliates of the Company. Investment power and voting control by RBL resides in its board of directors. The business address for RBL is 4 Messogiou & Evropis Street, 151 24 Maroussi,
Greece.
(12) Represents 32,659 shares of common stock held of record by Mr. Nikolaos Pithis.
The address for Mr. Pithis is 61, Voriou Ipirou, Vrilissia 152 35, Athens, Greece.
(13) Represents 25,705 shares of common stock held of record by Bentech Investment
Ltd (“BIL”). A majority of the shareholders of BIL are non-affiliates of the Company. Investment power and voting control by BIL resides in its board of directors. The business address for BIL is 10, Korytsas, Lakatameia 233, Nicosia, Cyprus.
(14) Represents 19,279 shares of common stock held of record by Mr. Alexandros
Kapellaris, counsel of Eurobulk Ltd, an affiliate of the Company. The address for Mr. Kapellaris is 12, Ptolemeou Street, Halandri 152 38, Athens, Greece.
(15) Represents 15,881 shares of common stock held of record by Mr. Markos
Vassilikos, managing director of Eurobulk Ltd, an affiliate of the Company. The address for Mr. Vassilikos is 28, Dimokratias Street, Paleo Psychiko 154 52, Athens, Greece.
10
OUR CAPITALIZATION
A prospectus supplement will include information on the Company’s consolidated capitalization.
11
DIVIDEND POLICY
A description of our dividend policy can be found in Item 8.A "Financial Information – Consolidated Statements and Other Financial Information – Dividend Policy" of our Annual
Report on Form 20-F for the year ended December 31, 2018, incorporated by reference in this prospectus.
12
PLAN OF DISTRIBUTION
We may sell or distribute the securities included in this prospectus and the Selling Shareholders, which as used herein include donees, pledgees, transferees or other successors in interest,
including any successor funds thereto, and their respective affiliates that are direct or indirect equity investors in us, including other successors in interest selling our common shares received after the
date of this prospectus from a Selling Shareholder as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of our common shares, including on any stock
exchange, quotation service, market or other trading facility on which our securities are listed or traded, in the over-the-counter market, through underwriters, through agents, to dealers, or in private transactions, at fixed prices, at market
prices prevailing at the time of sale, at prices related to the prevailing market prices, at varying prices (which may be above or below market prices prevailing at the time of sale), at negotiated prices or otherwise.
In addition, we may sell some or all of our securities, and the Selling Shareholders may sell, transfer or otherwise dispose of our common shares offered in this prospectus
through:
| o |
one or more block trades in which a broker-dealer will attempt to sell the shares as agent, but may reposition and resell a portion of the block, as principal, in order to facilitate the transaction;
|
| o |
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
|
| o |
ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
|
| o |
underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;
|
| o |
an exchange distribution in accordance with the rules of the applicable exchange;
|
| o |
broker-dealers, who may agree with us or the Selling Shareholders to sell a specified number of such shares at a stipulated price per share;
|
| o |
public or privately negotiated transactions;
|
| o |
short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the Commission;
|
| o |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
| o |
trading plans entered into by us or a Selling Shareholder pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and
any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
|
| o |
any combination of the foregoing; or
|
| o |
any other method permitted pursuant to applicable law.
|
We, with respect to the securities included in this prospectus, and the Selling Shareholders may, with respect to the common shares owned by them, from time to time, pledge or grant a security
interest in some or all of the securities or common shares, respectively, and, if the pledger or grantor defaults in the performance of their secured obligations, the pledgees or secured parties may offer and sell the securities or common shares, as
the case may be, 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 Shareholders to include the donee, pledgee,
transferee or other successors in interest as selling shareholders under this prospectus. The Selling Shareholders also may transfer our common shares, the Series B Preferred Shares or any convertible note into which the Series B Preferred Shares
may convert owned by them in other circumstances, in which case the donees, transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.
In connection with the sale of our securities, we may, and in connection with the common shares owned by them, the Selling Shareholders may, enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of our securities or common shares in the course of hedging the positions they assume. We or the Selling Shareholders may also sell our securities or common shares short and
deliver these securities to close out our or their short positions, or loan or pledge the common shares to broker-dealers that in turn may sell these securities. We or the Selling Shareholders 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 our securities or
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common shares offered by this prospectus, which securities or shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders also may sell all or a portion of our common shares in open market transactions in reliance upon Rule 144 under the Securities Act, regardless of whether the shares are
offered in this prospectus, provided that they meet the criteria and conform to the requirements of that rule.
There can be no assurance that the Selling Shareholders will sell any or all of our common shares offered by this prospectus.
The aggregate proceeds to the Selling Shareholders from the sale of our common shares offered by them will be the purchase price of the common shares less discounts or commissions, if any. Each
Selling Shareholder reserves the right to accept and, together with its 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 the sale of our common shares by the Selling Shareholders.
The Selling Shareholders and any underwriters, broker-dealers or agents that participate in the sale of our common shares may be deemed by the Commission 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 therefore be underwriting discounts and commissions under the Securities Act. Selling Shareholders who are deemed by
the Commission to be "underwriters" within the meaning of Section 2(a)(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act.
We have informed the Selling Shareholders that the anti-manipulation rules of Regulation M, promulgated under the Exchange Act, may apply to sales of our common shares by the Selling Shareholders in
the market and to the activities of the Selling Shareholders and their affiliates. In addition, to the extent applicable we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the Selling
Shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Shareholders may indemnify any broker, dealer or agent that participates in transactions involving the sale of our common shares
against certain liabilities, including liabilities arising under the Securities Act.
As of the date of this prospectus, we are not a party to any agreement, arrangement or understanding between any broker or dealer and us with respect to the offer or sale of any of the securities
pursuant to this prospectus.
At the time that any particular offering of common shares is made, to the extent required by the Securities Act, a prospectus or prospectus supplement or, if appropriate, a post-effective amendment,
will be distributed, setting forth the terms of the offering, including the aggregate number of common shares being offered, the purchase price of the common shares, the public offering price of the common shares, the names of any underwriters,
dealers or agents and any applicable discounts or commission.
In order to comply with the securities laws of some states, if applicable, our common shares may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition,
in some states our 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.
Underwriters or agents could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an at-the-market offering as defined in Rule 415
promulgated under the Securities Act, which includes sales made directly on or through the Nasdaq Capital Market, the existing trading market for our common shares, or sales made to or through a market maker other than on an exchange.
We will bear the costs relating to the registration and sale of the securities offered by us as well as the common shares offered by the Selling Shareholders under this Registration Statement, other
than any underwriting discounts and commissions and transfer taxes, if any, of the common shares sold by the Selling Shareholders hereunder. We have agreed to indemnify the Selling Shareholders against certain liabilities, including liabilities of
any violation by the Company of the Securities Act, the Exchange Act and state securities laws applicable to the Company and relating to the registration of the shares offered by this prospectus that have not resulted from written information
provided by the Selling Shareholders to us expressly for use in connection with such registration. We have agreed with the Selling Shareholders to use best efforts to keep the registration statement of which this prospectus constitutes a part
effective until the earlier of (a) such time as all of our common shares covered by this prospectus have been disposed of pursuant to and in accordance with the registration statement and (b) when all of the common shares owned by the Selling
Shareholders may be resold pursuant to Rule 144 under the Securities Act without restriction as to volume or manner of sale.
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DESCRIPTION OF CAPITAL STOCK
The following description of our capital stock, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and provisions of the capital stock offered
under this prospectus. For the complete terms of our capital stock, please refer to our amended and restated articles of incorporation that are filed as an exhibit to our Annual Report on Form 20-F for the year ended December 31, 2010 filed on May
27, 2011, which are incorporated by reference herein; the articles of amendment to our amended and restated articles of incorporation that are filed as an exhibit to our Report on Form 6-K filed on July 22, 2015, which are incorporated by reference
herein; our bylaws, as amended, that are filed as exhibits to our Annual Report on Form 20-F for the year ended December 31, 2009 filed on May 28, 2010, which are incorporated by reference herein; the Amended and Restated Statement of Designation for
the Series B Convertible Perpetual Preferred Shares, filed as an exhibit to our Report on Form 6-K filed on March 5, 2020 and incorporated by reference herein; and the Statement of Designation for the Series C Participating Preferred Stock, filed as
an exhibit to our Report on Form 6-K filed on May 28, 2019 and incorporated by reference herein . The Marshall Islands Business Corporations Act, or BCA, may also affect the terms of these securities.
Authorized Capitalization
Common Shares
As of the date of this prospectus, we are authorized to issue up to 200,000,000 shares of common stock, par value $0.03 per share, of which there are 5,600,259 shares issued and
outstanding. Each outstanding share of common stock is entitled to one vote, either in person or by proxy, on all matters that may be voted upon by their holders at meetings of the shareholders. Holders of our common stock (i) have equal ratable
rights to dividends from funds legally available therefore, if declared by the Board of Directors; (ii) are entitled to share ratably in all of our assets available for distribution upon liquidation, dissolution or winding up; and (iii) do not have
preemptive, subscription or conversion rights or redemption or sinking fund provisions. All issued shares of our common stock when issued will be fully paid for and non-assessable.
Preferred Shares
As of the date of this prospectus, we are authorized to issue up to 20,000,000 shares of preferred stock, par value $0.01 per share, of which there are 8,000 shares issued and
outstanding. The preferred stock may be issued in one or more series and our Board of Directors, without further approval from our shareholders, is authorized to fix the dividend rights and terms, conversion rights, voting rights, redemption rights,
liquidation preferences and other rights and restrictions relating to any series. Issuances of preferred stock, while providing flexibility in connection with possible financings, acquisitions and other corporate purposes, could, among other things,
adversely affect the voting power of the holders of our common stock.
The terms of the Series B Preferred Shares are summarized in our Annual Report on Form 20-F filed with the Commission on April 25, 2019, which is incorporated by reference herein. For a full
description of the terms of our Series B Preferred Shares, please see the Amended and Restated Statement of Designation for the Series B Preferred Shares, filed as an exhibit to our Report on Form 6-K filed on March 5, 2020.
Share History
All share numbers shown below reflect the 1-for-8 reverse stock split of December 19, 2019.
On November 2, 2017, our board of directors awarded 12,534 common shares to our directors, officers and key employees of Eurobulk, half of which vested on July 1, 2018 and the
remainder of which vested on July 1, 2019.
On October 30, 2018, we entered into an equity distribution agreement with Maxim Group LLC to sell up to $10 million of our common shares through an at-the-market offering. Under
this offering, we have issued and sold 139,509 common shares in November 2018 for gross proceeds net of commissions of approximately $2.0 million.
On November 21, 2018, our board of directors awarded 15,682 common shares to our directors, officers and key employees of Eurobulk, half of which will vest on November 16, 2019
and the remainder of which will vest on November 16, 2020.
On August 2, 2019, we issued 687,500 common shares to Containers Trinity Shareholders Ltd as partial consideration for the m/v EM Hydra; and 246,479 common shares to Diamantis
Shareholders Ltd as partial consideration for the m/v Diamantis P.
On August 7, 2019, we issued 1,882,922 common shares to Containers Trinity Shareholders Ltd as partial consideration for the m/v EM Spetses and m/v EM Kea.
During October 2019, we have issued and sold 144,727 common shares for net proceeds of approximately $0.9 million through an at-the-market offering under the equity distribution
agreement with Maxim Group LLC on October 30, 2018 (see above).
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On November 4, 2019, our board of directors awarded 15,444 common shares to our directors, officers and key employees of Eurobulk, half of which will vest on July 1, 2020 and
the remainder of which will vest on July 1, 2021.
On November 8, 2019, we have issued and sold 528,169 common shares to Synergy Holdings Ltd for net proceeds of $3.0 million through a private placement.
On November 22, 2019, we have issued and sold 528,169 common shares to Eurobulk Marine Holdings Inc. for net proceeds of $3.0 million through a private placement.
Directors
Our directors are elected by a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Cumulative voting may not
be used to elect directors.
Our Board of Directors must consist of at least three directors, such number to be determined by the Board of Directors by a majority vote of the entire Board of Directors from
time to time. Shareholders may change the number of our directors only by an affirmative vote of the holders of the majority of the outstanding shares of capital stock entitled to vote generally in the election of directors.
Our Board of Directors is divided into three classes as set out below in “Classified Board of Directors.” Each director is elected to serve until the third succeeding annual
meeting after his election and until his successor shall have been elected and qualified, except in the event of his death, resignation or removal.
Shareholder Meetings
Under our bylaws, as amended, annual shareholder meetings will be held at a time and place selected by our Board of Directors. The meetings may be held in or outside of the
Marshall Islands. Special meetings may be called at any time by the Board of Directors, the Chairman of the Board or by the President. Notice of every annual and special meeting of shareholders must be given to each shareholder of record entitled to
vote at least 15 but no more than 60 days before such meeting.
Dissenters' Rights of Appraisal and Payment
Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation or sale of all or substantially all of our assets
not made in the usual course of our business, and receive payment of the fair value of their shares. In the event of any further amendment of our amended and restated articles of incorporation, a shareholder also has the right to dissent and receive
payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail
to agree on a price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Republic of the Marshall Islands or in any appropriate court in any jurisdiction in which the Company’s shares
are primarily traded on a local or national securities exchange.
Shareholders Derivative Actions
Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder
bringing the action is a holder of common stock both at the time the derivative action is commenced and at the time of the transaction to which the action relates.
Limitations on Liability and Indemnification of Officers and Directors
The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches
of directors’ fiduciary duties. Our bylaws, as amended, include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.
Our bylaws, as amended, provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to carry directors’
and officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification provisions and insurance are useful to attract and retain qualified directors and
executive officers.
The limitation of liability and indemnification provisions in our bylaws, as amended, may discourage shareholders from bringing a lawsuit against directors for breach of their
fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit
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us and our shareholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these
indemnification provisions.
There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.
Purpose
Our purpose, as stated in our amended and restated articles of incorporation, is to engage in any lawful act or activity for which corporations may now or hereafter be
organized under the BCA.
Anti-takeover Effect of Certain Provisions of our Amended and Restated Articles of Incorporation and Bylaws, as Amended
Several provisions of our amended and restated articles of incorporation and bylaws, as amended, which are summarized below, may have anti-takeover effects. These provisions are
intended to avoid costly takeover battles, lessen our vulnerability to a hostile change in control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these
anti-takeover provisions, which are summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest
and (2) the removal of incumbent officers and directors.
Blank Check Preferred Stock
Under the terms of our amended and restated articles of incorporation, our Board of Directors has authority, without any further vote or action by our shareholders, to issue up
to 20,000,000 shares of blank check preferred stock. Our Board of Directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change in control of our company or the removal of our management.
Classified Board of Directors
Our amended and restated articles of incorporation provide for the division of our Board of Directors into three classes of directors, with each class as nearly equal in number
as possible, serving staggered, three-year terms. Approximately one-third of our Board of Directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to
obtain control of us. It could also delay shareholders who do not agree with the policies of our Board of Directors from removing a majority of our Board of Directors for two years.
Election and Removal of Directors
Our amended and restated articles of incorporation prohibit cumulative voting in the election of directors. Our bylaws, as amended, require parties other than the Board of
Directors to give advance written notice of nominations for the election of directors. Our bylaws, as amended, also provide that our directors may be removed only for cause and by either action of the Board of Directors or the affirmative vote of the
holders of 51% of the issued and outstanding voting shares of the Corporation. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.
Limited Actions by Shareholders
Our amended and restated articles of incorporation and our bylaws, as amended, provide that any action required or permitted to be taken by our shareholders must be effected at
an annual or special meeting of shareholders or by the unanimous written consent of our shareholders. Our amended and restated articles of incorporation and our bylaws, as amended, provide that, subject to certain exceptions, a special meeting of
shareholders may be called only by our Board of Directors, our Chairman of the Board or by the President and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may not call a
special meeting and shareholder consideration of a proposal may be delayed until the next annual meeting.
Advance Notice Requirements for Shareholder Proposals and Director Nominations
Our bylaws, as amended, provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must
provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 150 days nor more than 180 days prior to the one-year
anniversary of the immediately preceding annual meeting of shareholders. Our bylaws, as amended, also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before
an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.
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Certain Business Combinations
Our amended and restated articles of incorporation also prohibit us, subject to several exclusions, from engaging in any “business combination” with any interested shareholder
for a period of three years following the date the shareholder became an interested shareholder.
Shareholders' Rights Plan
On May 10, 2019, we adopted a shareholder rights agreement effective as of May 27, 2019 (the “Rights Plan”) and declared a dividend distribution of one preferred stock purchase
right to purchase one one-thousandth of our Series C Participating Preferred Stock for each outstanding share of our common stock, to shareholders of record at the close of business on May 27, 2019. Each right entitles the registered holder, upon the
occurrence of certain events, to purchase from us one one-thousandth of a share of Series C Participating Preferred Stock at an exercise price of $3.00, subject to adjustment. The rights will expire on the earliest of (i) May 31, 2029 or (ii)
redemption or exchange of the rights. The Rights Plan was designed to enable us to protect shareholder interests in the event that an unsolicited attempt is made for a business combination with or takeover of the Company. We believe that the Rights
Plan should enhance the board of directors' negotiating power on behalf of shareholders in the event of a coercive offer or proposal. We are not currently aware of any such offers or proposals and we adopted the plan as a matter of prudent corporate
governance. This shareholder rights agreement replaced our existing, substantially similar shareholder rights agreement which expired on May 27, 2019.
Transfer Agent
The registrar and transfer agent for our common shares is American Stock Transfer & Trust Company, LLC.
Listing
Our common shares are listed on the Nasdaq Capital Market under the symbol "ESEA."
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DESCRIPTION OF PREFERRED SHARES
Under the terms of our amended and restated articles of incorporation, our board of directors has authority, without any further vote or action by our
shareholders, to issue up to 20,000,000 shares of blank check preferred stock. As of the date of this prospectus, we have issued 8,000 of our Series B Preferred Shares. Our board of directors may issue shares of preferred stock on terms calculated
to discourage, delay or prevent a change of control of our company or the removal of our management. The material terms of any series of preferred shares that we offer through a prospectus supplement will be described in that prospectus
supplement. Our board of directors is authorized to provide for the issuance of preferred shares in one or more series with designations as may be stated in the resolution or resolutions providing for the issue of such preferred shares. At the
time that any series of our preferred shares are authorized, our board of directors will fix the dividend rights, any conversion rights, any voting rights, redemption provisions, liquidation preferences and any other rights, preferences, privileges
and restrictions of that series, as well as the number of shares constituting that series and their designation. Our board of directors could, without shareholder approval, cause us to issue preferred stock which has voting, conversion and other
rights that could adversely affect the holders of our common shares or make it more difficult to effect a change in control. Our preferred shares could be used to dilute the share ownership of persons seeking to obtain control of us and thereby
hinder a possible takeover attempt which, if our shareholders were offered a premium over the market value of their shares, might be viewed as being beneficial to our shareholders. In addition, our preferred shares could be issued with voting,
conversion and other rights and preferences which would adversely affect the voting power and other rights of holders of our common shares. The material terms of any series of preferred shares that we offer through a prospectus supplement will be
described in that prospectus supplement.
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DESCRIPTION OF WARRANTS
We may issue warrants to purchase our debt or equity securities or securities of third parties or other rights, including rights to receive payment in cash or
securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants may be issued independently or together with any other securities and may be
attached to, or separate from, such securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms of any warrants to be issued and a description of the material
provisions of the applicable warrant agreement will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being delivered:
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued;
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the currency or currencies, in which the price of such warrants will be payable;
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the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or
indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
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the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, a discussion of any material United States Federal income tax considerations; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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DESCRIPTION OF DEBT SECURITIES
We may issue debt securities from time to time in one or more series, under one or more indentures, each dated as of a date on or prior to the issuance of the
debt securities to which it relates. We may issue senior debt securities and subordinated debt securities pursuant to separate indentures, a senior indenture and a subordinated indenture, respectively, in each case between us and the trustee named
in the indenture. These indentures will be filed either as exhibits to an amendment to this Registration Statement, or as an exhibit to an Exchange Act report that will be incorporated by reference to the Registration Statement or a prospectus
supplement. We will refer to any or all of these reports as "subsequent filings". The senior indenture and the subordinated indenture, as amended or supplemented from time to time, are sometimes referred to individually as an "indenture" and
collectively as the "indentures". Unless otherwise permitted by applicable law, each indenture will be subject to and governed by the Trust Indenture Act. The aggregate principal amount of debt securities which may be issued under each indenture
may be unlimited and each indenture will contain the specific terms of any series of debt securities or provide that those terms must be set forth in or determined pursuant to, an authorizing resolution, as defined in the applicable prospectus
supplement, and/or a supplemental indenture, if any, relating to such series.
The debt securities may or may not be secured by liens, mortgages, and security interests in the assets of those subsidiaries. A description of any such
liens, mortgages or security interests, will be set forth in the prospectus supplement that will accompany this prospectus.
The following description of the terms of the debt securities sets forth certain general terms and provisions. The statements below are not complete and are
subject to, and are qualified in their entirety by reference to, all of the provisions of the applicable indenture. The specific terms of any debt securities that we may offer, including any modifications of, or additions to, the general terms
described below as well as any applicable material U.S. federal income tax considerations concerning the ownership of such debt securities will be described in the applicable prospectus supplement or supplemental indenture. Accordingly, for a
complete description of the terms of a particular issue of debt securities, the general description of the debt securities set forth below should be read in conjunction with the applicable prospectus supplement and indenture, as amended or
supplemented from time to time.
General
Unless otherwise indicated in subsequent filings with the Commission, no indenture will limit the amount of debt securities which may be issued, and each
indenture will provide that debt securities may be issued up to the aggregate principal amount from time to time. The debt securities may be issued in one or more series. The senior debt securities may be secured or unsecured and, if unsecured,
will rank in parity with all of our other unsecured and unsubordinated indebtedness. Each series of subordinated debt securities will be unsecured and subordinated to all present and future senior indebtedness of debt securities as described in an
accompanying prospectus supplement.
You should read the subsequent filings relating to the particular series of debt securities for the following terms of the offered debt securities:
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the designation, aggregate principal amount and authorized denominations;
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the issue price, expressed as a percentage of the aggregate principal amount;
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the maturity date;
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the interest rate per annum, if any;
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if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the
date on which payment of interest will commence and the regular record dates for interest payment dates;
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any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;
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the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and
any other terms and provisions of optional or mandatory redemptions;
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whether the debt securities are convertible and the terms of such conversion;
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if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;
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if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
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any events of default not set forth in this prospectus;
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the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the
United States;
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if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt
securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
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whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may
be made;
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if denominated in a currency or currencies other than the currency of the United States, the equivalent price in the currency of the United States for
purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
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if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or
currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
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any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;
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whether the offered debt securities will be issued in the form of global securities or certificates in registered form;
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any terms with respect to subordination;
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any listing on any securities exchange or quotation system; and
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additional provisions, if any, related to defeasance and discharge of the offered debt securities.
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Unless otherwise indicated in subsequent filings with the Commission relating to the indenture, principal, premium and interest will be payable and the debt
securities will be transferable at the corporate trust office of the applicable trustee. Unless other arrangements are made or set forth in subsequent filings or a supplemental indenture, principal, premium and interest will be paid by checks
mailed to the holders at their registered addresses.
Unless otherwise indicated in subsequent filings with the Commission, the debt securities will be issued only in fully registered form without coupons, in
denominations of $1,000 or any integral multiple thereof. No service charge will be made for any transfer or exchange of the debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection with these debt securities.
Some or all of the debt securities may be issued as discounted debt securities, bearing no interest or interest at a rate which at the time of issuance is
below market rates, to be sold at a substantial discount below the stated principal amount. United States federal income consequences and other special considerations applicable to any discounted securities will be described in subsequent filings
with the Commission relating to those securities.
We refer you to applicable subsequent filings with respect to any deletions or additions or modifications from the description contained in this prospectus.
Senior Debt
We may issue senior debt securities under a senior debt indenture. These senior debt securities may be secured or unsecured, and if unsecured, would rank
on an equal basis with all our other unsecured debt except subordinated debt. The senior debt securities may also be convertible.
Senior debt means:
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the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or
other similar instruments issued by us, including the senior debt securities or letters of credit;
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all capitalized lease obligations;
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all hedging obligations;
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all obligations representing the deferred purchase price of property; and
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all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
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but senior debt does not include:
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subordinated debt securities; and
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any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
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Subordinated Debt
We may issue subordinated debt securities under a subordinated debt indenture. Subordinated debt would rank subordinate and junior in right of payment, to
the extent set forth in the subordinated debt indenture, to all our senior debt (both secured and unsecured). Subordinated debt may be secured or convertible.
In general, the holders of all senior debt are first entitled to receive payment of the full amount unpaid on senior debt before the holders of any of the
subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities in certain events.
If we default in the payment of any principal of, or premium, if any, or interest on any senior debt when it becomes due and payable after any applicable
grace period, then, unless and until the default is cured or waived or ceases to exist, we cannot make a payment on account of or redeem or otherwise acquire the subordinated debt securities.
If there is any insolvency, bankruptcy, liquidation or other similar proceeding relating to us or our property, then all senior debt must be paid in full
before any payment may be made to any holders of subordinated debt securities.
Furthermore, if we default in the payment of the principal of and accrued interest on any subordinated debt securities that is declared
due and payable upon an event of default under the subordinated debt indenture, holders of all our senior debt will first be entitled to receive payment in full in cash before holders of such subordinated debt can receive any payments.
Covenants
Any series of offered debt securities may have covenants in addition to or differing from those included in the applicable indenture which will be described
in subsequent filings prepared in connection with the offering of such securities, limiting or restricting, among other things:
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the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
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the ability to make certain payments, dividends, redemptions or repurchases;
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our ability to create dividend and other payment restrictions affecting our subsidiaries;
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our ability to make investments;
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mergers and consolidations by us or our subsidiaries;
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sales of assets by us;
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our ability to enter into transactions with affiliates;
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our ability to incur liens; and
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sale and leaseback transactions.
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Modification of the Indentures
Each indenture and the rights of the respective holders may be modified by us only with the consent of holders of not less than a
majority in aggregate principal amount of the outstanding debt securities of all series under the respective indenture affected by the modification, taken together as a class. But no modification that:
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changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
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reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such
section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;
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reduces the principal or changes the maturity of any security or reduce the amount of, or postpone the date fixed for, the payment of any sinking
fund or analogous obligation;
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waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of
the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
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makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
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makes any change with respect to holders' rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain
modifications affecting shareholders or certain currency-related issues; or
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waives a redemption payment with respect to any security or change any of the provisions with respect to the redemption of any securities,
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will be effective against any holder without his consent. Other terms as specified in subsequent filings may be modified without the consent of the
holders.
Events of Default
Each indenture defines an event of default for the debt securities of any series as being any one of the following events:
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default in any payment of interest when due which continues for 30 days;
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default in any payment of principal or premium when due;
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default in the deposit of any sinking fund payment when due;
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default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the
default;
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default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly
responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in
such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive
notice of the default; and
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events of bankruptcy, insolvency or reorganization.
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An event of default of one series of debt securities does not necessarily constitute an event of default with respect to any other series of debt
securities.
There may be such other or different events of default as described in an applicable subsequent filing with respect to any class or series of offered
debt securities.
In case an event of default occurs and continues for the debt securities of any series, the applicable trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities then outstanding of that series may declare the principal and accrued but unpaid interest of the debt securities of that series to be due and payable. Any event of default for the debt
securities of any series which has been cured may be waived by the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding.
Each indenture requires us to file annually after debt securities are issued under that indenture with the applicable trustee a written statement signed
by two of our officers as to the absence of material defaults under the terms of that indenture. Each indenture provides that the applicable trustee may withhold notice to the holders of any default if it considers it in the interest of the
holders to do so, except notice of a default in payment of principal, premium or interest.
Subject to the duties of the trustee in case an event of default occurs and continues, each indenture provides that the trustee is under no obligation
to exercise any of its rights or powers under that indenture at the request, order or direction of holders unless the holders have offered to the trustee reasonable indemnity. Subject to these provisions for indemnification and the rights of
the trustee, each indenture provides that the holders of a majority in principal amount of the debt securities of any series then outstanding have the right to direct the time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred on the trustee as long as the exercise of that right does not conflict with any law or the indenture.
Defeasance and Discharge
The terms of each indenture provide us with the option to be discharged from any and all obligations in respect of the debt securities issued thereunder
upon the deposit with the trustee, in trust, of money or U.S. government obligations, or both, which through the payment of interest and principal in accordance with their terms will provide money in an amount sufficient to pay any
installment of principal, premium and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of the payments in accordance with the terms of the debt securities and the indenture
governing the debt securities. This right may only be exercised if, among other things, we have received from, or there has been published by, the United States Internal Revenue Service a ruling to the effect that such a discharge will not
be deemed, or result in, a
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Defeasance of Certain Covenants
The terms of the debt securities provide us with the right to omit complying with specified covenants and that specified events of default described in a
subsequent filing will not apply. In order to exercise this right, we will be required to deposit with the trustee money or U.S. government obligations, or both, which through the payment of interest and principal will provide money in an amount
sufficient to pay principal, premium, if any, and interest on, and any mandatory sinking fund payments in respect of, the debt securities on the stated maturity of such payments in accordance with the terms of the debt securities and the indenture
governing such debt securities. We will also be required to deliver to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the IRS a ruling to the effect that the deposit and related covenant
defeasance will not cause the holders of such series to recognize income, gain or loss for United States federal income tax purposes.
A subsequent filing may further describe the provisions, if any, of any particular series of offered debt securities permitting a discharge defeasance.
Global Securities
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a
depository identified in an applicable subsequent filing and registered in the name of the depository or a nominee for the depository. In such a case, one or more global securities will be issued in a denomination or aggregate denominations equal
to the portion of the aggregate principal amount of outstanding debt securities of the series to be represented by the global security or securities. Unless and until it is exchanged in whole or in part for debt securities in definitive
certificated form, a global security may not be transferred except as a whole by the depository for the global security to a nominee of the depository or by a nominee of the depository to the depository or another nominee of the depository or by
the depository or any nominee to a successor depository for that series or a nominee of the successor depository and except in the circumstances described in an applicable subsequent filing.
We expect that the following provisions will apply to depository arrangements for any portion of a series of debt securities to be represented by a global
security. Any additional or different terms of the depository arrangement will be described in an applicable subsequent filing.
Upon the issuance of any global security, and the deposit of that global security with or on behalf of the depository for the global security, the depository
will credit, on its book-entry registration and transfer system, the principal amounts of the debt securities represented by that global security to the accounts of institutions that have accounts with the depository or its nominee. The accounts to
be credited will be designated by the underwriters or agents engaging in the distribution of the debt securities or by us, if the debt securities are offered and sold directly by us. Ownership of beneficial interests in a global security will be
limited to participating institutions or persons that may hold interest through such participating institutions. Ownership of beneficial interests by participating institutions in the global security will be shown on, and the transfer of the
beneficial interests will be effected only through, records maintained by the depository for the global security or by its nominee. Ownership of beneficial interests in the global security by persons that hold through participating institutions
will be shown on, and the transfer of the beneficial interests within the participating institutions will be effected only through, records maintained by those participating institutions. The laws of some jurisdictions may require that purchasers
of securities take physical delivery of the securities in certificated form. The foregoing limitations and such laws may impair the ability to transfer beneficial interests in the global securities.
So long as the depository for a global security, or its nominee, is the registered owner of that global security, the depository or its nominee, as the case
may be, will be considered the sole owner or holder of the debt securities represented by the global security for all purposes under the applicable indenture. Unless otherwise specified in an applicable subsequent filing and except as specified
below, owners of beneficial interests in the global security will not be entitled to have debt securities of the series represented by the global security registered in their names, will not receive or be entitled to receive physical delivery of
debt securities of the series in certificated form and will not be considered the holders thereof for any purposes under the indenture. Accordingly, each person owning a beneficial interest in the global security must rely on the procedures of the
depository and, if such person is not a participating institution, on the procedures of the participating institution through which the person owns its interest, to exercise any rights of a holder under the indenture.
The depository may grant proxies and otherwise authorize participating institutions to give or take any request, demand, authorization, direction, notice,
consent, waiver or other action which a holder is entitled to give or take under the applicable indenture. We understand that, under existing industry practices, if we request any action of holders or any owner of a beneficial
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interest in the global security desires to give any notice or take any action a holder is entitled to give or take under the applicable indenture, the depository
would authorize the participating institutions to give the notice or take the action, and participating institutions would authorize beneficial owners owning through such participating institutions to give the notice or take the action or would
otherwise act upon the instructions of beneficial owners owning through them.
Unless otherwise specified in applicable subsequent filings, payments of principal, premium and interest on debt securities represented by a global security
registered in the name of a depository or its nominee will be made by us to the depository or its nominee, as the case may be, as the registered owner of the global security.
We expect that the depository for any debt securities represented by a global security, upon receipt of any payment of principal, premium or interest, will
credit participating institutions' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the global security as shown on the records of the depository. We also expect that payments by
participating institutions to owners of beneficial interests in the global security held through those participating institutions will be governed by standing instructions and customary practices, as is now the case with the securities held for the
accounts of customers registered in street names, and will be the responsibility of those participating institutions. None of us, the trustees or any agent of ours or the trustees will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial interests in a global security, or for maintaining, supervising or reviewing any records relating to those beneficial interests.
Unless otherwise specified in the applicable subsequent filings, a global security of any series will be exchangeable for certificated debt securities of the
same series only if:
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the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act
and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility;
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we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
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there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series.
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Upon any exchange, owners of beneficial interests in the global security or securities will be entitled to physical delivery of individual debt securities in
certificated form of like tenor and terms equal in principal amount to their beneficial interests, and to have the debt securities in certificated form registered in the names of the beneficial owners, which names are expected to be provided by the
depository's relevant participating institutions to the applicable trustee.
In the event that the Depository Trust Company, or DTC, acts as depository for the global securities of any series, the global securities will be issued as
fully registered securities registered in the name of Cede & Co., DTC's partnership nominee.
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DESCRIPTION OF UNITS
As specified in the applicable prospectus supplement, we may issue units consisting of one or more warrants, debt securities, preferred shares, common shares
or any combination of such securities. The applicable prospectus supplement will describe:
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the terms of the units and of the warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the
units may be traded separately;
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a description of the terms of any unit agreement governing the units;
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if applicable, a discussion of any material U.S. federal income tax considerations; and
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a description of the provisions for the payment, settlement, transfer or exchange of the units.
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TAX CONSIDERATIONS
The following is a discussion of the material Liberian, Marshall Islands and United States federal income tax considerations applicable to us and an investment decision by United States Holders and Non-United States
Holders, each as defined below, in our common stock. This summary does not purport to deal with all aspects of United States federal income taxation, Liberian taxation or Marshall Islands taxation that may be relevant to an investor's decision to
purchase common stock, nor any tax consequences arising under the laws of any state, locality or other foreign jurisdiction. This summary is not intended to be applicable to all categories of investors, such as dealers in securities, banks, thrifts
or other financial institutions, insurance companies, regulated investment companies, tax-exempt organizations, United States expatriates, persons that hold common stock as part of a straddle, persons who own 10% or more of our outstanding stock,
persons deemed to sell the common stock under the constructive sale provisions of the United States Internal Revenue Code of 1986, as amended, or the Code, United States Holders (as defined below) whose "functional currency" is other than the United
States dollar, partnerships or other pass-through entities, or persons who acquire or are deemed to have acquired the common stock in an exchange or for property other than cash, persons required to recognize income no later than when such income is
reported on an “applicable financial statement,” or holders subject to the alternative minimum tax, each of which may be subject to special rules. In addition, this discussion is limited to persons who acquire common stock in an offering made under
this prospectus and hold the common stock as "capital assets" (generally, property held for investment) within the meaning of Code Section 1221.
Marshall Islands Tax Considerations
In the opinion of Seward & Kissel LLP, the following are the material Marshall Islands tax consequences of our activities to us and holders of our common shares. We are incorporated in the
Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.
Liberian Tax Considerations
In the opinion of Seward & Kissel LLP, the following are the material Liberian tax consequences of our activities to us and holders of our common shares. Certain of our subsidiaries are
incorporated in Liberia. Under current Liberian law, our Liberian subsidiaries are not subject to tax on income or capital gains, and no Liberian withholding tax will be imposed upon payments of dividends by our Liberian subsidiaries to us.
United States Federal Income Tax Considerations
In the opinion of Seward & Kissel LLP, the following are the material United States federal income tax consequences to us of our activities and to United States Holders and Non-United States
Holders, each as defined below, of the ownership of common shares. The following discussion of United States federal income tax matters is based on the Code, judicial decisions, administrative pronouncements, and existing and proposed regulations
issued by the United States Department of the Treasury, or the Treasury Regulations, all of which are subject to change, possibly with retroactive effect. The discussion below is based, in part, on the description of our business herein and assumes
that we conduct our business as described herein. References in the following discussion to the "Company," "we," "our" and "us" are to Euroseas Ltd. and its subsidiaries on a consolidated basis.
United States Federal Income Taxation of Operating Income: In General
We earn and anticipate that we will continue to earn substantially all our income from the hiring or leasing of vessels for use on a time charter basis, from participation in a pool or from the
performance of services directly related to those uses, all of which we refer to as "shipping income."
Unless exempt from United States federal income taxation under the rules of Section 883 of the Code, or Section 883, as discussed below, a foreign corporation such as the Company will be subject to
United States federal income taxation on its "shipping income" that is treated as derived from sources within the United States, which we refer to as "United States source shipping income." For United States federal income tax purposes, "United
States source shipping income" includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.
Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources entirely outside the United States. Shipping income
derived from sources outside the United States will not be subject to any United States federal income tax.
Shipping income attributable to transportation exclusively between United States ports is considered to be 100% derived from United States sources. However, we are not permitted by United States law
to engage in the transportation of cargoes that produces 100% United States source shipping income.
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Unless exempt from tax under Section 883, our gross United States source shipping income would be subject to a 4% tax imposed without allowance for deductions, as described more fully below.
Exemption of Operating Income from United States Federal Income Taxation
Under Section 883 and the Treasury Regulations thereunder, a foreign corporation will be exempt from United States federal income taxation on its United States source shipping income if:
(1) it is organized in a "qualified foreign country," which is one that grants an "equivalent exemption" from tax to corporations organized in the United States in respect of each category
of shipping income for which exemption is being claimed under Section 883; and
(2) one of the following tests is met:
(A) more than 50% of the value of its shares is beneficially owned, directly or indirectly, by "qualified shareholders," which as defined includes individuals who are
"residents" of a qualified foreign country, which we refer to as the 50% Ownership Test; or
(B) its shares are "primarily and regularly traded on an established securities market" in a qualified foreign country or in the United States, to which we refer as the
Publicly-Traded Test.
Each of the Republic of the Marshall Islands, Liberia and Panama, the jurisdictions where we and our ship-owning subsidiaries are incorporated, has been officially recognized by the United States
Internal Revenue Service, or the IRS, as a qualified foreign country that grants the requisite "equivalent exemption" from tax in respect of each category of shipping income we earn and currently expect to earn in the future. Therefore, we will be
exempt from United States federal income taxation with respect to our United States source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.
We do not currently anticipate a circumstance under which we would be able to satisfy the 50% Ownership Test. Therefore, our ability to qualify for exemption under Section 883 is solely dependent
upon satisfaction of the Publicly-Traded Test as discussed below.
For the reasons discussed below, we believe that we satisfied the Publicly-Traded Test for the 2019 taxable year and therefore we will qualify for benefits of
Section 883 of the Code for the 2019 taxable year.
Publicly-Traded Test
The Treasury Regulations under Section 883 provide, in pertinent part, that shares of a foreign corporation will be considered to be "primarily traded" on an
established securities market in a country if the number of shares of each class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded
during that year on established securities markets in any other single country. Our common shares are "primarily traded" on the Nasdaq Capital Market, which is an established securities market for these purposes.
The Treasury Regulations also require that our stock be “regularly traded” on an established securities market. Under the Treasury Regulations, our common shares
will be considered to be "regularly traded" on an established securities market if one or more classes of our stock representing more than 50% of our outstanding stock, by both total combined voting power of all classes of stock entitled to vote
and total value, are listed on such market, to which we refer as the Listing Threshold. Our common stock, which is listed on the Nasdaq Capital Market and is our only class of publicly-traded stock, constituted more than 50% of our outstanding
shares by value for most of the 2019 taxable year, and accordingly, we believe that we satisfied the listing threshold for the 2019 taxable year.
It is further required that with respect to each class of stock relied upon to meet the Listing Threshold, (i) such class of stock is traded on the market, other
than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year, or the Trading Frequency Test; and (ii) the aggregate number of shares of such class of stock traded on such market during the
taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year, or the Trading Volume Test. The Company currently satisfies and
anticipates that it will continue to satisfy the Trading Frequency Test and Trading Volume Test. Even if this were not the case, the Treasury Regulations provide that the Trading Frequency Test and Trading Volume Tests will be deemed satisfied if,
as is the case with our common shares, such class of stock is traded on an established securities market in the United States and such class of stock is regularly quoted by dealers making a market in such stock.
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Notwithstanding the foregoing, the Treasury Regulations provide, in pertinent part, that a class of stock will not be considered to be
"regularly traded" on an established securities market for any taxable year during which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified attribution rules, on more than
half the days during the taxable year by persons who each own 5% or more of the vote and value of such class of outstanding shares, to which we refer as the "5% Override Rule."
For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote and value of our common shares, or
5% Shareholders, the Treasury Regulations permit us to rely on those persons that are identified on Schedule 13G and Schedule 13D filings with the United States Securities and Exchange Commission, or the SEC, as owning 5% or more of our common
shares. The Treasury Regulations further provide that an investment company which is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.
In the event the 5% Override Rule is triggered, the Treasury Regulations provide that the 5% Override Rule will nevertheless not apply if we can
establish that within the group of 5% Shareholders, there are sufficient qualified shareholders for purposes of Section 883 to preclude non-qualified shareholders in such group from owning 50% or more of our common shares for more than half the
number of days during the taxable year. In order to benefit from this exception to the 5% Override Rule, the Company must satisfy certain substantiation requirements in regards to the identity of its 5% Shareholders.
We believe that we were subject to the Five Percent Override Rule, but nonetheless satisfied the Publicly-Traded Test for the 2019 taxable year
because our nonqualified 5% Shareholders did not own more than 50% of our common stock for more than half of the days during the taxable year. We intend to take this position on our 2019 U.S. federal income tax returns.
Taxation in Absence of Exemption
To the extent that the benefits of Section 883 are unavailable for any taxable year, our United States source shipping income, to the extent not
considered to be “effectively connected” with the conduct of a United States trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions which we refer to
as the “4% gross basis tax regime”. Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from United States sources, the maximum effective rate of United States federal income tax
on our shipping income will not exceed 2% under the 4% gross basis tax regime.
To the extent our United States source shipping income is considered to be "effectively connected" with the conduct of a United States trade or business, as described below, any such "effectively
connected" United States source shipping income, net of applicable deductions, would be subject to United States federal income tax, currently imposed at rates of up to 21%. In addition, we would generally be subject to the 30% "branch profits" tax
on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest paid or deemed paid attributable to the conduct of our United States trade or business.
Our United States source shipping income would be considered "effectively connected" with the conduct of a United States trade or business only if:
we have, or are considered to have, a fixed place of business in the United States involved in the earning of United States source shipping income; and
substantially all of our United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated
sailings at regular intervals between the same points for voyages that begin or end in the United States.
We do not currently have, intend to have, or permit circumstances that would result in our having, any vessel sailing to or from the United States on a regularly scheduled basis. Based on the
foregoing and on the expected mode of our shipping operations and other activities, it is anticipated that none of our United States source shipping income will be "effectively connected" with the conduct of a United States trade or business for any
taxable year.
United States Federal Income Taxation of Gain on Sale of Vessels
If we qualify for exemption from tax under Section 883 in respect of the shipping income derived from the international operation of our vessels, then gain from the sale of any such vessel should
likewise be exempt from United States federal income tax under Section 883. If, however, our shipping income from such vessels does not for whatever reason qualify for exemption under Section 883, then any gain on the sale of a vessel will be subject
to United States federal income tax if such sale occurs in the United States. To the extent possible, we intend to structure the sales of our vessels so that the gain therefrom is not subject to United States federal income tax. However, there is no
assurance we will be able to do so.
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United States Federal Income Taxation of United States Holders
The following is a discussion of the material United States federal income tax considerations relevant to an investment decision by a United States Holder, as defined below, with respect to our
common shares. This discussion does not purport to deal with the tax consequences of owning common shares to all categories of investors, some of which may be subject to special rules. This discussion only addresses considerations relevant to
those United States Holders who purchase common shares in an offering made under this prospectus and hold such shares as capital assets, that is, generally for investment purposes. You are encouraged to consult your own tax advisors concerning the
overall tax consequences arising in your own particular situation under United States federal, state, local or foreign law of the ownership of common shares.
As used herein, the term United States Holder means a beneficial owner of common shares that is an individual United States citizen or resident, a United States corporation or other United States
entity taxable as a corporation, an estate the income of which is subject to United States federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the
administration of the trust and one or more United States persons have the authority to control all substantial decisions of the trust.
If a partnership holds our common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a
partnership holding common shares, you are encouraged to consult your tax advisor.
Distributions
Subject to the discussion of passive foreign investment companies below, any distributions made by us with respect to our common shares to a United States Holder will generally constitute dividends
to the extent of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the
extent of the United States Holder's tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a United States corporation, United States Holders that are corporations will not be entitled to claim
a dividends received deduction with respect to any distributions they receive from us. Dividends paid with respect to our common shares will generally be treated as "passive category income" for purposes of computing allowable foreign tax credits for
United States foreign tax credit purposes.
Dividends paid on our common shares to a United States Holder who is an individual, trust or estate, or a United States Non-Corporate Holder will generally be treated as "qualified dividend income"
that is taxable to such United States Non-Corporate Holder at preferential tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market, on which our
common shares are traded); (2) we are not a passive foreign investment company for the taxable year during which the dividend is paid or the immediately preceding taxable year (which, as discussed below, we have not been, are not and do not
anticipate being in the future); (3) the United States Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) the United
States Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property.
Any distributions out of earnings and profits we pay which are not eligible for these preferential rates will be taxed as ordinary income to a United States Non-Corporate Holder.
Special rules may apply to any "extraordinary dividend"—generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder's adjusted tax basis in his common shares—paid by us.
If we pay an "extraordinary dividend" on our common shares that is treated as "qualified dividend income," then any loss derived by a United States Non-Corporate Holder from the sale or exchange of such common shares will be treated as long-term
capital loss to the extent of such dividend.
Sale, Exchange or Other Disposition of Common Shares
Assuming we do not constitute a passive foreign investment company for any taxable year, a United States Holder generally will recognize taxable gain or loss upon a sale, exchange or other
disposition of our common shares in an amount equal to the difference between the amount realized by the United States Holder from such sale, exchange or other disposition and the United States Holder's tax basis in such shares. Such gain or loss
will be treated as long-term capital gain or loss if the United States Holder's holding period is greater than one year at the time of the sale, exchange or other disposition. Such capital gain or loss will generally be treated as United States
source income or loss, as applicable, for United States foreign tax credit purposes. Long-term capital gains of United States Non-Corporate Holders are currently eligible for reduced rates of taxation. A United States Holder's ability to deduct
capital losses is subject to certain limitations.
Passive Foreign Investment Company Status and Significant Tax Consequences
Special United States federal income tax rules apply to a United States Holder that holds shares in a foreign corporation classified as a "passive foreign investment company", or a PFIC, for United
States federal income tax purposes. In general, we
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will be treated as a PFIC with respect to a United States Holder if, for any taxable year in which such Holder holds our common shares, either:
at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income.
For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary corporations in
which we own at least 25% of the value of the subsidiary's stock. Income earned, or deemed earned, by us in connection with the performance of services would not constitute passive income. By contrast, rental income would generally constitute
"passive income" unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business.
Based on our current operations and future projections, we do not believe that we have been, are, nor do we expect to become, a passive foreign investment company with respect to any taxable year.
Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a passive foreign investment company, the gross income we derive or are deemed to derive from the
time chartering and voyage chartering activities of our wholly-owned subsidiaries should constitute services income, rather than rental income. Accordingly, such income should not constitute passive income, and the assets that we own and operate in
connection with the production of such income, in particular, the vessels, should not constitute assets that produce or are held for the production of passive income for purposes of determining whether we are a PFIC. Therefore, based on our current
operations and future projections, we should not be treated as a PFIC with respect to any taxable year. There is substantial legal authority supporting this position, consisting of case law and IRS pronouncements concerning the characterization of
income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority that characterizes time charter income as rental income rather than services income for other tax purposes. It should be
noted that in the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the IRS or a court could disagree with our position. Furthermore, although we intend to conduct our affairs in a manner to avoid being
classified as a PFIC with respect to any taxable year, we cannot assure you that the nature of our operations will not change in the future.
As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a United States Holder would be subject to different United States federal income taxation rules depending on
whether the United States Holder makes an election to treat us as a "Qualified Electing Fund," which election we refer to as a QEF election. As an alternative to making a QEF election, a United States Holder should be able to make a "mark-to-market"
election with respect to our common shares, as discussed below. In addition, if we were to be treated as a PFIC for a taxable year, a United States Holder of our common stock would be required to file an annual information return on Form 8621 with
the IRS.
Taxation of United States Holders Making a Timely QEF Election
If a United States Holder makes a timely QEF election, which United States Holder we refer to as an "Electing Holder," the Electing Holder must report for United States federal income tax purposes
his pro rata share of our ordinary earnings and net capital gain, if any, for each taxable year of the Company during which it is a PFIC that ends with or within the taxable year of the Electing Holder, regardless of whether distributions were
received from us by the Electing Holder. No portion of any such inclusions of ordinary earnings will be treated as "qualified dividend income." Net capital gain inclusions of United States Non-Corporate Holders would be eligible for preferential
capital gain tax rates. The Electing Holder's adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a
corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that we incur with respect to
any taxable year. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of our common shares. A United States Holder would make a timely QEF election for our shares by filing one copy of IRS Form
8621 with his United States federal income tax return for the first year in which he held such shares when we were a PFIC. If we were to be treated as a PFIC for any taxable year, we would provide each United States Holder with all necessary
information in order to make the QEF election described above.
Taxation of United States Holders Making a "Mark-to-Market" Election
Alternatively, if we were to be treated as a PFIC for any taxable year and, as we anticipate will be the case, our common shares are treated as "marketable stock," a United States Holder would be
allowed to make a "mark-to-market" election with respect to our common shares, provided the United States Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury Regulations. Since our common shares
are traded on the Nasdaq Capital Market, we believe that our common shares can be treated as "marketable stock". If that election is made, the United States Holder generally would include as ordinary income in each taxable year the excess, if any,
of the fair market value of the common shares at the end of the taxable year over such Holder's adjusted tax basis in the common shares. The United States Holder would also be permitted
32
an ordinary loss in respect of the excess, if any, of the United States Holder's adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net
amount previously included in income as a result of the mark-to-market election. A United States Holder's tax basis in his common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other
disposition of our common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net
mark-to-market gains previously included by the United States Holder.
Taxation of United States Holders Not Making a Timely QEF or Mark-to-Market Election
Finally, if we were to be treated as a PFIC for any taxable year, a United States Holder who does not make either a QEF election or a "mark-to-market" election for that year, whom we refer to as a
Non-Electing Holder, would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common shares in a taxable year in excess of 125% of the average
annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common shares), and (2) any gain realized on the sale, exchange or other disposition of
our common shares. Under these special rules:
| • |
the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common shares;
|
| • |
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be "qualified dividend income"; and
|
| • |
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would
be imposed with respect to the resulting tax attributable to each such other taxable year.
|
United States Federal Income Taxation of "Non-United States Holders"
A beneficial owner of common shares (other than a partnership) that is not a United States Holder is referred to herein as a Non-United States Holder.
If a partnership holds common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a
partnership holding common shares, you are encouraged to consult your tax advisor.
Dividends on Common Stock
A Non-United States Holder generally will not be subject to United States federal income tax or withholding tax on dividends received from us with respect to our common shares, unless that income is
effectively connected with the Non-United States Holder's conduct of a trade or business in the United States. If the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that
income is subject to United Stated federal income tax only if it is attributable to a permanent establishment maintained by the Non-United States Holder in the United States.
Sale, Exchange or Other Disposition of Common Shares
Non-United States Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common shares,
unless:
| • |
the gain is effectively connected with the Non-United States Holder's conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of a United States income tax treaty with
respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or
|
| • |
the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
|
If the Non-United States Holder is engaged in a United States trade or business for United States federal income tax purposes, dividends on the common shares, and gains from the sale, exchange or
other disposition of such shares, that are effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating to the
taxation of United States Holders. In addition, if you are a corporate Non-United States Holder, your earnings and profits that are attributable to the effectively connected income, subject
33
to certain adjustments, may be subject to an additional "branch profits" tax at a rate of 30%, or at a lower rate as may be specified by an applicable United States income tax treaty.
Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements if you are a non-corporate United States
Holder. Such payments or distributions may also be subject to backup withholding if you are a non-corporate United States Holder and you:
| • |
fail to provide an accurate taxpayer identification number;
|
| • |
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your United States federal income tax returns; or
|
| • |
in certain circumstances, fail to comply with applicable certification requirements.
|
Non-United States Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY,
as applicable.
If you are a Non-United States Holder and you sell your common shares to or through a United States office of a broker, the payment of the proceeds is subject to both United States backup withholding
and information reporting unless you certify that you are a non-United States person, under penalties of perjury, or you otherwise establish an exemption. If you sell your common shares through a non-United States office of a non-United States broker
and the sales proceeds are paid to you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, United States information reporting requirements, but not backup withholding, will
apply to a payment of sales proceeds, even if that payment is made to you outside the United States, if you sell your common shares through a non-United States office of a broker that is a United States person or has some other contacts with the
United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence in its records that you are a non-United States person and certain other conditions are met, or you otherwise establish an
exemption.
Backup withholding is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your United States federal income tax
liability by filing a refund claim with the IRS.
Individuals who are United States Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-United States Holders and certain
United States entities) who hold "specified foreign financial assets" (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such
assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include, among other
assets, our common stock, unless the shares are held through an account maintained with a United States financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to
reasonable cause and not due to willful neglect. Additionally, the statute of limitations on the assessment and collection of United States federal income tax with respect to a taxable year for which the filing of IRS Form 8938 is required may not
close until three years after the date on which IRS Form 8938 is filed. United States Holders (including United States entities) and Non-United States Holders are encouraged to consult their own tax advisors regarding their reporting obligations
under Section 6038D of the Code.
34
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.
|
SEC registration fee
|
$
|
8,882
|
||
|
FINRA fee
|
$
|
500 |
|
|
|
Legal fees and expenses
|
$
|
*
|
||
|
Accounting fees and expenses
|
$
|
*
|
||
|
Indenture trustee fees and expenses
|
$
|
*
|
||
|
Rating agency fees
|
$
|
*
|
||
|
Transfer Agent fees
|
$
|
*
|
||
|
Miscellaneous
|
$
|
*
|
||
|
Total
|
$
|
9,382
|
*
|
| * |
To be updated, if necessary, by amendment, supplement or as an exhibit to Report on Form 6-K that is incorporated by reference in this registration statement.
|
EXPERTS
The consolidated financial statements of Euroseas Ltd. as of December 31, 2018 and for each of the three years in the period then ended, incorporated in this prospectus by reference to the Company's Annual Report on
Form 20-F for the year ended December 31, 2018, 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
consolidated 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 Street, Maroussi, Athens 151 25, Greece.
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 the law of the Republic of the Marshall Islands and with
respect to matters of United States and New York law.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
As required by the Securities Act of 1933, 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 with the Commission. You may read and copy any document that we file and obtain copies at prescribed rates from the Commission's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding issuers that file electronically with the Commission. In addition, you can obtain information about us at the offices of the Nasdaq Capital Market. Further information about our company is
available on our website at http://www.euroseas.gr. The information on our website does not constitute a part of this prospectus.
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 the documents listed below and any future filings made with the Commission under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act:
| • |
Our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on April 25, 2019, which contains our
audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. As a result of a one-for-eight reverse stock split of our issued and outstanding common shares effective at the close of
trading on December 18, 2019, we are required to retrospectively restate share information and earnings /loss per share. In addition, there was a reclassification from common stock to additional
|
35
|
paid in capital. There was no impact on net income/(loss) available to common shareholders as previously reported or any prior amounts reported on the consolidated statements of operations, the consolidated statements of cash flows or on
assets, liabilities, mezzanine equity and total shareholders’ equity in the balance sheet. The earnings/loss per share, weighted average number of common stock and the amount of common stock presented in the Selected Financial Data for the
years ended December 31, 2014 – 2018 has been updated to reflect the one-for-eight reverse stock split of our issued and outstanding common shares effective at the close of trading on December 18, 2019 as set forth in the table below:
|
|
(All amounts, except share data, expressed in U.S. Dollars )
|
Year Ended December 31,
|
|||||||||||||||||||
|
Statement of Operations Data
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||
|
Loss per share attributable to common shareholders –basic and diluted, continuing operations
|
$
|
(25.44
|
)
|
$
|
(13.92
|
)
|
$
|
(35.04
|
)
|
$
|
(6.32
|
)
|
$
|
(1.44
|
)
|
|||||
|
Weighted average number of shares outstanding during the year, basic and diluted
|
684,927
|
801,349
|
1,020,713
|
1,383,441
|
1,414,775
|
|||||||||||||||
|
(All amounts, except share data, expressed in U.S. Dollars )
|
As of December 31,
|
|||||||||||||||||||
|
BALANCE SHEET DATA
|
2014(1)
|
2015(1)
|
2016(1)
|
2017(1)
|
2018(1)
|
|||||||||||||||
|
Common stock
|
$
|
21,434
|
$
|
30,734
|
$
|
40,785
|
$
|
42,279
|
$
|
46,934
|
||||||||||
______________
(1)Common stock was reduced by $150,038, $215,139, $285,498, $295,951 and $328,542 as of December 31, 2014, 2015, 2016, 2017 and 2018, respectively, with a corresponding increase to
additional paid-in capital.
| • |
Exhibit 3.1 to our Report of Foreign Private Issuer on Form 6-K filed with the Commission on May 28, 2019, which contains the
Company’s Statement of Designation of the Rights, Preferences and Privileges of Series C Participating Preferred Stock of Euroseas Ltd.
|
| • |
Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 24, 2019, which contains the results of the
Company’s 2019 Annual General Meeting, held on June 21, 2019.
|
| • |
Exhibit 1 to our Report of Foreign Private Issuer on Form 6-K filed with the Commission on
September 17, 2019, which contains Management’s Discussion and Analysis of Financial Condition and Results of Operations and unaudited interim condensed consolidated financial statements and related information of the Company as of and
for the six-month period ended June 30, 2019.
|
|
•
|
Exhibit 1 to our Report of Foreign Private Issuer on Form 6-K filed with the Commission on
November 25, 2019 (excluding any statements made by management of the Company), which contains the Results for the Nine-Month Period and Quarter Ended September 30, 2019.
|
|
•
|
Exhibit 1 to our Report of Foreign Private Issuer on Form 6-K filed with the Commission on
February 19, 2020 (excluding any statements made by management of the Company), which contains the Results for the Year and Quarter Ended December 31, 2019.
|
| • |
Exhibit 99.1 to our Report of Foreign Private Issuer on Form 6-K filed with the Commission on
March 5, 2020, which contains the results of the Company’s Amended and Restated Statement of Designation of the Rights, Preferences and Privileges of Series B Convertible Perpetual Preferred Shares of Euroseas Ltd.
|
We are also incorporating by reference all subsequent annual reports on Form 20-F that we file with the Commission and certain current reports on Form 6-K that we furnish to the Commission after the
date of this prospectus (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 any 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, 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. We are not, and any underwriters 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 filings or any subsequent filing we incorporated by reference in this prospectus by writing or telephoning us at the following address:
Euroseas Ltd.
4 Messogiou & Evropis Street
151 24 Maroussi, Greece
+30-211-1804005
36
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, and intend to furnish
quarterly reports containing selected unaudited financial data for each quarter of each fiscal year. The audited financial statements will be prepared in accordance with accounting principles generally accepted in the United States and those reports
will include a "Management's Discussion and Analysis of Financial Condition and Results of Operations" section for the relevant periods. 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 intend to furnish proxy statements to any shareholder in accordance with the rules of the Nasdaq Capital Market, those proxy statements are not expected to conform to Schedule 14A of the
proxy rules promulgated under the Exchange Act. In addition, as a "foreign private issuer", we are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.
37
GLOSSARY OF SHIPPING TERMS
The following are definitions of certain terms that are commonly used in the shipping industry and in this prospectus.
Annual survey. The inspection of a vessel pursuant to international conventions, by a classification society surveyor, on behalf of the flag state, that takes
place every year.
Ballast. A voyage during which the vessel is not laden with cargo.
Bareboat charter. A charter of a vessel under which the shipowner is usually paid a fixed daily or monthly rate for a certain period of time during which the
charterer is responsible for the vessel operating expenses and voyage expenses of the vessel and for the management of the vessel. In this case, all voyage related costs, including vessel fuel, or bunker, and port dues as well as all vessel operating
expenses, such as day-to-day operations, maintenance, crewing and insurance are paid by the charterer. A bareboat charter is also known as a "demise charter" or a "time charter by demise" and involves the use of a vessel usually over longer periods
of time ranging over several years. The owner of the vessel receives monthly charterhire payments on a per day basis and is responsible only for the payment of capital costs related to the vessel.
Bunkers. Fuel oil used to operate a vessel's engines, generators and boilers.
Charter. The hire of a vessel for a specified period of time or to carry a cargo for a fixed fee from a loading port to a discharging port. The contract for a
charter is called a charterparty.
Charterer. The company that hires a vessel pursuant to a charter.
Charterhire. Money paid to the shipowner by a charterer for the use of a vessel under charter. Such payments are usually made during the course of the charter
every 15 or 30 days in advance or in arrears by multiplying the daily charter rate times the number of days and, under a time charter only, subtracting any time the vessel was deemed to be off-hire. Under a bareboat charter such payments are usually
made monthly and are calculated on a 360 or 365 day calendar year basis.
Charter rate. The amount of money agreed between the charterer and the shipowner accrued on a daily or monthly basis that is used to calculate the vessel's
charterhire.
Classification society. An independent society that certifies that a vessel has been built and maintained according to the society's rules for that type of
vessel and complies with the applicable rules and regulations of the country in which the vessel is registered, as well as the international conventions which that country has ratified. A vessel that receives its certification is referred to as being
"in class" as of the date of issuance.
Containerships. Vessels which are specially designed and built to carry large numbers of containers.
Deadweight ton or "dwt". A unit of a vessel's capacity for cargo, fuel oil, stores and crew, measured in metric tons of 1,000 kilograms. A vessel's dwt or
total deadweight is the total weight the vessel can carry when loaded to a particular load line.
Deep sea containership. A Deep Sea containership has a cargo carrying capacity of more than 3,000 teu and mostly serves the mainlane East-West container trade
routes.
Drybulk. Non-liquid cargoes of commodities shipped in an unpackaged state.
Drybulk carriers. Vessels which are specially designed and built to carry large volumes of drybulk.
Drydocking. The removal of a vessel from the water for inspection and/or repair of those parts of a vessel which are below the water line. During drydockings,
which are required to be carried out periodically, certain mandatory classification society inspections are carried out and relevant certifications issued. Drydockings are generally required once every 30 to 60 months.
Feeder. A short-sea containership having a cargo carrying capacity of less than 3,499 teu that transfers cargo between a central "hub" port and smaller
"spoke" ports.
Fully cellular containership. A containership equipped throughout with fixed cell guides for containers.
Freight. Money paid to the shipowner by a charterer for the use of a vessel under a voyage charter. Such payment is usually made on a lump-sum basis upon
loading or discharging the cargo and is derived by multiplying the tons of cargo loaded on board by the cost per cargo ton, as agreed to transport that cargo between the specific ports.
38
Gross ton. A unit of measurement for the total enclosed space within a ship equal to 100 cubic feet or 2.831 cubic meters used in arriving at the
calculation of gross tonnage.
Hull. Shell or body of a ship.
IMO. International Maritime Organization, a United Nations agency that issues international regulations and standards for seaborne transportation.
Intermediate containership. An Intermediate containership has a cargo carrying capacity between 3,500 and 6,000 teu and mostly serves the North-South and
Intermediate container trade routes.
Intermediate survey. The inspection of a vessel by a classification society surveyor which takes place between two and three years before and after each
Special Survey for such vessel pursuant to the rules of international conventions and classification societies.
Metric ton. A unit of weight equal to 1,000 kilograms.
Newbuilding. A new vessel under construction or just completed.
Off-Hire. The period a vessel is unable to perform the services for which it is required under a charter. Off-hire periods typically include days spent
undergoing repairs and drydocking, whether or not scheduled.
OPA. Oil Pollution Act of 1990 of the United States (as amended).
Period charter. A period charter is an industry term referring to both time and bareboat charters that last for more than a single voyage.
Pools. Pooling arrangements that enable participating vessels to combine their revenues. Vessels may be employed either exclusively in spot charters or a
combination of spot and period charters and contacts of affreightment. Pools are administered by the pool manager who secures employment for the participating vessels. The contract between a vessel in a shipping pool and the pool manager is a period
charter where the charter hire is based on the vessel's corresponding share of the income generated by all the vessels that participate in the pool. The corresponding share of every vessel in the pool is based on a pre-determined formula rating the
technical specifications of each vessel. Pools have the size and scope to combine spot market voyages, time charters and contracts of affreightment with freight forward agreements for hedging purposes to perform more efficient vessel scheduling
thereby increasing fleet utilization.
Protection and indemnity (or P&I) insurance. Insurance obtained through mutual associations (called "Clubs") formed by shipowners to provide liability
insurance protection against a large financial loss by one member by contribution towards that loss by all members. To a great extent, the risks are reinsured.
Scrapping. The disposal of old or damaged vessel tonnage by way of sale as scrap metal.
Short fund. A contract of affreightment to carry cargo.
SOLAS. The International Convention for the Safety of Life at Sea 1974, as amended, adopted under the auspices of the IMO.
Special survey. An extensive inspection of a vessel by classification society surveyors that must be completed within five years. Special surveys require a
vessel to be drydocked.
Spot charter. A spot charter is an industry term referring to both voyage and trip time charters. These charters are referred to as spot charters or spot
market charters due to their short term duration, constituting mostly of a single voyage between one load port and one discharge port.
Spot market. The market for the immediate chartering of a vessel usually for single voyages.
TEU. Twenty-foot equivalent unit, the international standard measure for containers and containership capacity.
TCE. Time charter equivalent, a standard industry measure of the average daily revenue performance of a vessel. The TCE rate achieved on a given voyage is
expressed in $ per day and is generally calculated by subtracting voyage expenses, including bunkers and port charges, from voyage revenues and dividing the net amount (time charter equivalent revenues) by the voyage days, including the trip to the
loading port. TCE is a standard seaborne transportation industry performance measure used primarily to compare period-to-period changes in a seaborne transportation company's performance despite changes in the mix of
39
charter types (i.e., voyage charters, time charters and bareboat charters) under which the vessels may be employed during specific periods.
Time charter. A time charter is a contract under which a charterer pays a fixed daily hire rate usually on a semi-monthly basis for use of the vessel for an
agreed period. This is either a specific fixed period of time or a specific number of loaded voyages. Subject to any restrictions in the charter, the charterer decides the type and quantity of cargo to be carried and the ports of loading and
unloading. The charterer pays the voyage related expenses such as fuel, canal tolls, and port charges. The shipowner pays all vessel operating expenses such as the management expenses and crew costs as well as for the capital costs of the vessel.
Any delays at port or during the voyages are the responsibility of the charterer, save for certain specific exceptions such as loss of time arising from vessel breakdown and routine maintenance.
Trip time charter. A trip time charter is a short term time charter where the vessel performs a single voyage between load port(s) and discharge port(s) and
the charterer pays a fixed daily hire rate usually on a semi-monthly basis for use of the vessel. The difference between a trip time charter and a voyage charter is only in the form of payment for use of the vessel and the respective financial
responsibilities of the charterer and shipowner as described under Time Charter and Voyage Charter.
Ton. See "Metric ton."
Vessel operating expenses. The costs of operating a vessel that is incurred during a charter, primarily consisting of crew wages and associated costs,
insurance premiums, lubricants and spare parts, and repair and maintenance costs. Vessel operating expenses exclude fuel and port charges, which are known as "voyage expenses." For a time charter, the shipowner pays vessel operating expenses. For a
bareboat charter, the charterer pays vessel operating expenses.
Voyage charter. A voyage charter involves the carriage of a specific amount and type of cargo from specific load port(s) to specific discharge port(s),
subject to various cargo handling terms. Most of these charters are of a single voyage nature between two specific ports, as trading patterns do not encourage round voyage trading. The owner of the vessel receives one payment derived by multiplying
the tons of cargo loaded on board by the cost per cargo ton, as agreed to transport that cargo between the specific ports. The owner is responsible for the payment of all expenses including voyage, operating and capital costs of the vessel. The
charterer is typically responsible for any delay at the loading or discharging ports.
Voyage expenses. Expenses incurred due to a vessel's traveling from a loading port to a discharging port, such as fuel (bunker) cost, port expenses, agent's
fees, canal dues and extra war risk insurance, as well as commissions.
40
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
| Item 8. |
Indemnification of Directors and Officers.
|
The bylaws, as amended, of the Registrant provide that any person who is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as
a director or officer of another, partnership, joint venture, trust or other enterprise, shall be entitled to be indemnified by the Registrant upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the
BCA, 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 Registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful.
Section 60 of the BCA provides as follows:
Indemnification of directors and officers.
(1) Actions not 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, 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 that 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 best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.
(2) Actions 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 or suit by or in the right of the corporation to procure 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 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 claim, 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.
(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.
(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 of directors 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.
(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 stockholders or disinterested directors or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office.
(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.
II-1
(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.
| Item 9. |
Exhibits.
|
A list of exhibits included as part of this registration statement is set forth in the Description of Exhibits which immediately precedes such exhibits and is incorporated herein
by reference.
| Item 10. |
Undertakings.
|
The undersigned registrant hereby undertakes:
| (a) |
Under Rule 415 of the Securities Act,
|
| (1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement unless 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 a prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
| (i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
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| (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 a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
|
| (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.
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| (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.
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| (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.
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| (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 Act 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 Rule 3-19 under the Securities
Act of 1933 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.
|
II-2
| (5)(i) |
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, to any purchaser;
|
| (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.
|
| (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;
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| (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;
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| (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
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| (iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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| (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 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)–(d) |
Not applicable.
|
| (e) |
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus
to provide such interim financial information.
|
| (f)–(g) |
Not applicable.
|
II-3
| (h) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
| (i) |
Not applicable.
|
| (j) |
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
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| (k) |
Not applicable.
|
II-4
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 Maroussi, country of Greece on March 27, 2020.
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EUROSEAS LTD.
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By:
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/s/ Aristides J. Pittas
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||
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Name:
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Aristides J. Pittas
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||
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Title:
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President and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aristides J. Pittas and Dr. Anastasios Aslidis his true and lawful
attorney-in-fact and agent, with full powers of substitution and resubstitution, for him and in his 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 hereof.
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 the dates indicated.
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Signature
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Title
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Date
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|
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/s/ Aristides J. Pittas
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Chairman of the Board of Directors,
|
March 27, 2020
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|
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Aristides J. Pittas
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President, Chief Executive Officer
|
||
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(Principal Executive Officer)
|
|||
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/s/ Dr. Anastasios Aslidis
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Chief Financial Officer, Treasurer and Director
|
March 27, 2020
|
|
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Dr. Anastasios Aslidis
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(Principal Financial and Accounting Officer)
|
||
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/s/ Aristides P. Pittas
|
Vice Chairman and Director
|
March 27, 2020
|
|
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Aristides P. Pittas
|
|||
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/s/ Apostolos Tamvakakis
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Director
|
March 27, 2020
|
|
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Apostolos Tamvakakis
|
|||
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/s/ Panagiotis Kyriakopoulos
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Director
|
March 27, 2020
|
|
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Panagiotis Kyriakopoulos
|
|||
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/s/ George Taniskidis
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Director
|
March 27, 2020
|
|
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George Taniskidis
|
|||
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/s/ Christian Donohue
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Director
|
March 27, 2020
|
|
|
Christian Donohue
|
|||
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/s/ Andreas Papathomas
|
Director
|
March 27, 2020
|
|
|
Andreas Papathomas
|
II-5
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Euroseas Ltd., has signed this Registration
Statement on Form F-3 in the City of Watchung, New Jersey on March 27, 2020.
|
By:
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/s/ Dr. Anastasios Aslidis
|
||
|
Name: Dr. Anastasios Aslidis
|
|||
|
Authorized Representative in the United States
|
|||
II-6
|
Exhibits
|
Description of Exhibits
|
|
1.1
|
Form of Underwriting Agreement *
|
|
3.1
|
|
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3.2
|
|
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3.3
|
|
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4.1
|
|
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4.2
|
Specimen preferred share certificate *
|
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4.3
|
Form of warrant agreement *
|
|
4.4
|
Form of unit agreement *
|
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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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|
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4.11
|
|
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5.1
|
|
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8.1
|
|
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23.1
|
|
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23.2
|
|
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24.1
|
|
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25.1
|
Form of T-1 Statement of Eligibility (senior indenture) *
|
|
25.2
|
Form of T-1 Statement of Eligibility (subordinated indenture) *
|
| * |
To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
|
| ** |
Previously filed.
|
| (1) |
Incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 20-F filed with the Commission on May 27, 2011.
|
| (2) |
Incorporated herein by reference to Exhibit 1.2 to the Company's Annual Report on Form 20-F filed with the Commission on May 28, 2010.
|
| (3) |
Incorporated herein by reference to Exhibit 1.4 to the Company's Annual Report on Form 20-F filed with the Commission on May 28, 2010.
|
| (4) |
Incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement (File No. 333-152089) filed with the Commission on July 2, 2008.
|
| (5) |
Incorporated herein by reference to Exhibit 99.1 to the Company's report on Form 6-K filed with the Commission on March 5, 2020.
|
| (6) |
Incorporated herein by reference to Exhibit 3.1 to the Company's report on Form 6-K filed with the Commission on May 27, 2019.
|
| (7) |
Incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 6-K filed with the Commission on May 27, 2019.
|
| (8) |
Incorporated herein by reference to Exhibit 99.4 to the Company’s report on Form 6-K filed with the Commission on March 18, 2014.
|
| (9) |
Incorporated herein by reference to Exhibit 2.8 to the Company’s Annual Report on Form 20-F filed with the Commission on April 7, 2017.
|
II-7
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-237128 on Form F-3 of our report dated April 24,
2019, relating to the consolidated financial statements of Euroseas Ltd., appearing in the Annual Report on Form 20-F of Euroseas Ltd. for the year ended December 31, 2018. We also consent to the reference to us under the heading “Experts” in such
Registration Statement.
/s/ Deloitte Certified Public Accountants S.A.
Athens, Greece
March 27, 2020