As filed with the Securities and Exchange Commission on November 13, 2023
File Nos. 333-
Toro Corp F-3, filed Nov 13, 2023
Toro Corp. (TORO)
F-3
2023-11-13
View Original
Added on
October 17, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TORO CORP.
(Exact name of registrant as specified in its charter)
The Republic of the Marshall Islands | | | N/A |
(State or other jurisdiction of incorporation or organization) | | | (I.R.S. Employer Identification Number) |
223 Christodoulou Chatzipavlou Street Hawaii Royal Gardens, 3036 Limassol Cyprus + 357 25 357 768 | | | Puglisi & Associates 850 Library Avenue Newark, Delaware 19711 Tel: +1 302 738 6680 (Name, address and telephone number of agent for service) |
(Address and telephone number of Registrant’s principal executive offices) | | |
Copies to:
Nikolaos G. Andronikos
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN, England
Tel. No.: 011-44-20-7959-8900
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If 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, please 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 post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, 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. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. The Selling Shareholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission, in which this prospectus is included, is declared effective. This prospectus is not an offer to sell these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS (subject to completion, dated November 13, 2023) 
TORO CORP.
8,500,000 Common Shares
(including associated Preferred Share Purchase Rights)
This prospectus relates to the resale, from time to time in one or more offerings, of up to 8,500,000 common shares, par value $0.001 per share (including associated Preferred Share Purchase Rights under our Shareholder Protection Rights Agreement) (the “common shares”), by Pani Corp., a corporation organized under the laws of Liberia (the “Selling Shareholder”).
The Selling Shareholder is a company controlled by our Chairman and Chief Executive Officer, Petros Panagiotidis.
The Selling Shareholder may sell the common shares directly, on a continuous or delayed basis, through dealers or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan of Distribution.” If the common shares are sold through underwriters, broker-dealers or agents, the Selling Shareholder or purchasers of the common shares will be responsible for underwriting discounts or commissions and broker-dealers’ or agents’ commissions. The timing and amount of any sale is within the sole discretion of the Selling Shareholder, subject to any restrictions specified in the applicable prospectus supplement.
Our common shares are listed on the Nasdaq Capital Market (the “Nasdaq”) under the symbol “TORO”. On November 6, 2023, the closing price for our common shares as reported on the Nasdaq was $4.05 per share.
You should read this prospectus and any applicable prospectus supplement, as well as any documents
incorporated by reference into this prospectus or any prospectus supplement, carefully before you invest. This prospectus may not be used to sell the common shares unless accompanied by a prospectus supplement.
Investing in the common shares involves certain risks. See “Risk Factors” beginning on page 8.
Neither the Securities and Exchange Commission nor any other regulatory body 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.
Prospectus dated
This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”) utilizing a shelf registration process. Under this shelf process, the Selling Shareholder may sell from time to time up to 8,500,000 common shares in one or more offerings. To the extent required, the Selling Shareholder will deliver a prospectus supplement with this prospectus to update the information contained in this prospectus. The prospectus supplement may also add or change information contained in this prospectus and we may add, update or change information contained in this prospectus by incorporating by reference information that we file or furnish to the SEC. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in the prospectus supplement. You should read both this prospectus and any prospectus supplement together with the additional information described under the heading “Where You Can Find Additional Information.”
This prospectus and any prospectus supplement do not contain all of the information in the registration statement. Documents establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed with documents that we file or furnish to the SEC and incorporate by reference in this prospectus. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. For further information about us or the securities offered hereby, you should refer to the registration statement, which you can obtain as described below under “Where You Can Find Additional Information.”
Neither we nor the Selling Shareholder have authorized anyone to provide any information or to make any representations other than as contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by or on behalf of us. Neither we nor the Selling Shareholder take any responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. The information contained or incorporated by reference in this prospectus and any prospectus supplement is accurate as of the dates of the applicable documents. Our business, financial condition, results of operations and prospects may have changed since the applicable dates. When this prospectus or a prospectus supplement are delivered or a sale pursuant to this prospectus or a prospectus supplement is made, neither we nor the Selling Shareholder are implying that the information is current as of the date of the delivery or sale. You should not consider any information in this prospectus, any prospectus supplement or in the documents incorporated by reference herein to be investment, financial, legal or tax advice. We and the Selling Shareholder encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our common shares.
The Selling Shareholder and the Underwriters, if any, are offering to sell, and seeking offers to buy, the common shares only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the common shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common shares and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any common shares offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
Unless the context otherwise requires, as used in this prospectus, the terms “Company”, “we”, “us” and “our” refer to Toro Corp. and all of its subsidiaries, and “Toro” refers only to Toro Corp. and not to its subsidiaries. We use the term deadweight ton, or dwt, in describing the size of 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. Unless otherwise indicated, all references to “dollars” and “$” in this prospectus are to, and amounts presented in this prospectus are in, 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.
NOTICE TO INVESTORS IN THE EEA
This prospectus (and any related prospectus supplement or addendum) is not a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). This prospectus has been prepared, and any related prospectus supplement or addendum will be prepared, on the basis that any offer of common shares
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in any Member State of the European Economic Area (“EEA”) will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of such securities. Accordingly any person making or intending to make an offer in that Member State of the common shares may only do so in circumstances in which there is no obligation for a prospectus to be published pursuant to Article 3 of the Prospectus Regulation in relation to such offer. The Selling Shareholder has not authorized, nor does it authorize, the making of any offer of such common shares in circumstances in which an obligation arises for the Selling Shareholder or any dealer, agent, broker-dealer, or underwriter appointed by it in relation to such offer to publish a prospectus for such offer.
MIFID II Product Governance
Any prospectus supplement in respect of the common shares may include a legend entitled “MiFID II Product Governance” which will outline the target market assessment in respect of the common shares and which channels for distribution of the common shares are appropriate. Any person subsequently offering, selling or recommending the common shares (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU is responsible for undertaking its own target market assessment in respect of the common shares (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
NOTICE TO INVESTORS IN THE UK
This prospectus (and any related prospectus supplement or addendum) is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (the “UK Prospectus Regulation”). This prospectus has been prepared, and any related prospectus supplement or addendum will be prepared, on the basis that any offer of common shares in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of such securities. Accordingly any person making or intending to make an offer in the UK of the common shares may only do so in circumstances in which there is no obligation to publish a prospectus pursuant to Section 85 of the Financial Services and Markets Act 2000, as amended (the “FSMA”) in relation to such offer. The Selling Shareholder has not authorized, nor does it authorize, the making of any offer of shares of common stock in circumstances in which an obligation arises for it or any dealer, agent, broker-dealer, or underwriter appointed by it in relation to such offer to publish a prospectus for such offer.
UK MiFIR Product Governance
Any prospectus supplement in respect of the common shares may include a legend entitled “UK MiFIR Product Governance” which will outline the target market assessment in respect of the common shares and which channels for distribution of the common shares are appropriate. Any person subsequently offering, selling or recommending the common shares (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the common shares (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
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The forward-looking information in this prospectus may not accurately predict future results.
The disclosure and analysis set forth in this prospectus includes assumptions, expectations, projections, intentions and beliefs about future events in a number of places, particularly in relation to our operations, cash flows, financial position, plans, strategies, business prospects, changes and trends in our business and the markets in which we operate. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include all matters that are not historical facts or matters of fact at the date of this prospectus and reflect our current views with respect to future events and financial performance. These forward-looking statements may generally, but not always, be identified by the use of works such as “anticipate”, “believe”, “targets”, “likely”, “will”, “would”, “could”, “should”, “seeks”, “continue”, “contemplate”, “possible”, “might”, “expect”, “intend”, “estimate”, “forecast”, “project”, “plan”, “objective”, “potential”, “may”, “anticipates” or similar expressions or phrases.
The forward-looking statements in this prospectus are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these forward-looking statements, including these expectations, beliefs or projections.
In addition to these assumptions, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include generally:
• | our business strategy, expected capital spending and other plans and objectives for future operations, including our ability to expand our business as a new entrant to the tanker and liquid petroleum gas (“LPG”) shipping industries; |
• | tanker and LPG market conditions and trends, including volatility in charter rates (particularly for vessels employed in the spot voyage market or in commercial pools); |
• | factors affecting supply and demand for vessels such as fluctuations in demand for and the price of crude oil and/or refined petroleum products as well as of petrochemical and liquefied petroleum gas products, opportunities for the profitable operations of tanker and/or LPG carriers and the strength of world economies; |
• | the effects of our spin-off by Castor Maritime Inc.; |
• | our ability to realize the expected benefits from our vessel acquisitions, and the effects of our fleet’s size on our future financial condition, operating results, future revenues and expenses, future liquidity and the adequacy of cash flows from our operations; |
• | the market value of our vessels, which, if it declines, could cause us to incur impairment charges and breach the covenants under our debt agreements; |
• | our relationships with our current and future service providers and customers, including the ongoing performance of their obligations, dependence on their expertise, compliance with applicable laws, and any impacts on our reputation due to our association with them; |
• | our ability to borrow under debt agreements or to refinance our debt on favorable terms and our ability to comply with the covenants contained therein, in particular due to economic, financial or operational reasons; |
• | competition in the tanker and LPG marine transportation industries; |
• | future LPG, crude oil and oil products prices and production; |
• | the supply of petrochemical gases, including ethane and ethylene, available for seaborne transportation; |
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• | our continued ability to enter into time charters, voyage charters and pool arrangements with existing and new customers and pool operators, and to re-charter our vessels upon the expiry of the existing charters; |
• | changes in our operating and capitalized expenses, including bunker prices, dry-docking, insurance costs, costs associated with regulatory compliance and costs associated with climate change; |
• | our ability to fund future capital expenditures and investments in the acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue); |
• | instances of off-hire, including due to vessel upgrades and repairs; |
• | fluctuations in interest rates and currencies, including the value of the U.S. dollar relative to other currencies; |
• | future sales of our securities in the public market and our ability to maintain compliance with applicable listing standards; |
• | volatility in our share price, including due to high-volume transactions in our shares by retail investors; |
• | potential conflicts of interest involving members of our Board, senior management and certain of our service providers that are related parties; |
• | general domestic and international political conditions or events, including conflicts and wars, such as the ongoing armed conflicts affecting each of Ukraine and Middle East, international sanctions, “trade wars”, global public health threats and major outbreaks of disease; |
• | changes in seaborne and other transportation, including due to fluctuating demand for tanker carriers and/or LPG carriers and/or disruption of shipping routes due to accidents, political events, international sanctions, international hostilities and instability, piracy, war or acts of terrorism; |
• | changes in governmental rules and regulations or actions taken by regulatory authorities, including changes to environmental regulations applicable to the shipping industry; |
• | business disruptions due to natural disasters or other disasters outside our control; |
• | accidents or the occurrence of other events related to the operational risks associated with transporting crude oil and/or refined petroleum products and/ or liquefied petroleum products; and |
• | any other factor described in this prospectus, or the documents incorporated by reference herein, or in our filings with the SEC, including Toro’s Annual Report on Form 20-F for the year ended December 31, 2022 (the “Annual Report”) and our Report on Form 6-K filed with the SEC on November 13, 2023 (the “LPG Report”), incorporated by reference herein. |
The information set forth in this prospectus or the documents incorporated by reference into this prospectus speaks only as of the dates stated in these documents, and we disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication, except to the extent required by applicable law. New factors emerge from time to time, and it is not possible for us to predict all or any of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. Please see our filings with the SEC for a more complete discussion of these foregoing and other risks and uncertainties. These factors and the other risk factors described in this prospectus and the documents incorporated by reference into this prospectus are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.
You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking statements contained in this prospectus or the documents incorporated by reference into this prospectus and any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf.
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We are a growth-oriented shipping company that acquires, owns, charters and operates oceangoing tanker vessels and LPG carrier vessels and provides worldwide energy seaborne transportation services. As of November 13, 2023, we maintain a fleet of eight vessels, with an aggregate capacity of 0.3 million dwt, consisting of one Aframax, one Aframax/LR2, two Handysize tankers and four 5,000 cbm LPG carriers. On September 1, 2023 and September 5, 2023, respectively, we agreed to sell a Handysize tanker, the M/T Wonder Formosa, and an Aframax tanker, the M/T Wonder Vega, with expected deliveries to their new owners during the fourth quarter of 2023.
Our common shares trade on the Nasdaq Capital Market under the symbol “TORO”.
Toro Corp. is incorporated in the Marshall Islands and has its principal executive offices at 223 Christodoulou Chatzipavlou Street, Hawaii Royal Gardens, 3036 Limassol, Cyprus, Tel: +357 25 357 768. Our website is www.torocorp.com. Information contained on our website or connected thereto is provided for textual reference only and does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.
You can find a more detailed description of Toro’s business in the Annual Report, the LPG Report and other documents incorporated by reference into this prospectus.
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We have filed with the SEC a registration statement on Form F-3 under the Securities Act. Under the registration statement, the Selling Shareholder may sell from time to time up to 8,500,000 common shares in one or more offerings. This prospectus, which is part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules to the registration statement. For further information, we refer you to the registration statement and the exhibits and schedules filed as part of the registration statement. If a document has been filed as an exhibit to the registration statement, we refer you to the copy of the document that has been filed. Each statement in this prospectus relating to a document filed as an exhibit is qualified in all respects by the filed exhibit. You may review a copy of the registration statement through the SEC’s website.
We are subject to the informational requirements of the Exchange Act. In accordance with these requirements we file reports and other information with the SEC, including annual reports on Form 20-F and periodic reports on Form 6-K. The SEC maintains an Internet website that contains reports and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. Our filings are also available on our website at www.torocorp.com. This web address is provided as an inactive textual reference only. Information contained on, or that can be accessed through, these websites, does not constitute part of, and is not incorporated into, this prospectus.
As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we furnish or make available to our shareholders annual reports containing our financial statements prepared in accordance with U.S. GAAP.
You may also request a copy of our filings at no cost, excluding the exhibits to such filings, by writing or telephoning us at the following address:
Toro Corp.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
Tel: + 357 25 357 768
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The SEC allows us to incorporate by reference in this prospectus information contained in documents that we file with it. This means that we can disclose important information to you by referring to these documents. The information that we incorporate by reference is an important part of this prospectus. We incorporate by reference in this prospectus the following documents and any future filings that we make with the SEC under Sections 13(a), 13(c) and 15(d) of the Exchange Act until we complete the offerings using this prospectus:
• | Annual Report of Toro Corp. on Form 20-F for the year ended December 31, 2022, filed on March 8, 2023; |
• | The description of the Common Shares contained in Exhibit 2.2 to the Annual Report, including any amendment or report filed for the purpose of updating such description; and |
• | The reports on Form 6-K filed on April 17, 2023, April 27, 2023, May 4, 2023, May 19, 2023, May 23, 2023 (only the filing with film number 23946737), May 30, 2023, June 15, 2023, June 27, 2023, August 8, 2023, August 9, 2023 (only the filling with film number 231153393), September 20, 2023, November 9, 2023 (only the filling with film number 231390329) and November 13, 2023. |
In addition, all reports and other documents subsequently filed (but not furnished) by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (i) after the date of the initial registration statement on Form F-3 of which this prospectus forms a part and prior to the effectiveness of such registration statement and (ii) after the date of this prospectus and until the filing of a post-effective amendment to the registration statement of which this prospectus forms a part which indicates that all common shares offered have been sold or which deregisters all common shares then remaining unsold, shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from their respective dates of filing.
The information that Toro files with the SEC, including future filings, automatically updates and supersedes information in documents filed at earlier dates. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes, contained in the documents that we incorporate by reference in this prospectus.
The Annual Report contains a summary description of our business and audited consolidated financial statements with a report by our independent registered public accounting firm. These financial statements are prepared in accordance with U.S. GAAP.
Neither we nor the Selling Shareholder have authorized anyone to provide any information or to make any representations other than as contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or any free writing prospectus prepared by or on behalf of us. Neither we nor the Selling Shareholder take any responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. Neither the Selling Shareholder nor the Underwriters, if any, are making an offer of the common shares in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents.
You may obtain any of the documents incorporated by reference in this prospectus as specified in the section of this prospectus captioned “Where You Can Find More Information”.
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Investing in the common shares involves a high degree of risk. Before investing in our common shares, you should carefully consider all of the information included or incorporated by reference into this prospectus and any prospectus supplement, including the risks described under the heading “Risk Factors” in the Annual Report and the heading “Risks relating to our LPG Segment” in the LPG Report, in each case as updated by annual and other reports and documents we file with or furnish to the SEC that are incorporated by reference herein. If any of these risks actually occur, our business, financial condition and results of operations could suffer, the trading price and liquidity of our common shares could decline and you may lose all or part of your investment in such common shares.
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The following table sets forth our capitalization as of September 30, 2023. The table presents information:
• | on an actual basis; |
• | on an as-adjusted basis, to give effect to events that have occurred between October 1, 2023 and November 13, 2023: |
(1) scheduled principal repayments under our credit facilities of $0.3 million; and
(2) dividends on Series A Preferred Shares of $0.1 million
(All figures in U.S. dollars) | | | Actual | | | As Adjusted |
Debt: | | | | | ||
Long-term debt (including current portion) — Secured(1) | | | $5,593,600 | | | $5,257,200 |
Total debt | | | $5,593,600 | | | $5,257,200 |
| | | | | |||
Mezzanine equity: | | | | | ||
Series A Preferred Shares | | | $118,848,806 | | | $118,848,806 |
| | | | | |||
Parent company equity/ Shareholders Equity: | | | | | ||
Capital Stock | | | $19,201 | | | $19,201 |
Series B Preferred Shares | | | $40 | | | $40 |
Additional paid-in capital | | | $56,834,671 | | | $56,834,671 |
Retained earnings | | | $92,585,421 | | | $92,542,643 |
Total parent company equity/ Shareholders Equity | | | $149,439,333 | | | $149,396,555 |
Total Capitalization | | | $273,881,739 | | | $273,502,561 |
(1) | Long Term Debt is presented gross of deferred financing costs and the capitalization table does not take into account any amortization of deferred finance fees incurred between October 1, 2023 and November 13, 2023. |
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This prospectus relates to the possible offer and sale from time to time of up to 8,500,000 common shares by Pani Corp., a corporation organized under the laws of the Republic of Liberia. Pani Corp. is controlled by our Chairman and Chief Executive Officer, Petros Panagiotidis. As of November 13, 2023, Mr. Panagiotidis beneficially owns (i) the 8,500,000 common shares to which this prospectus relates, which were acquired by the Selling Shareholder in a private placement on April 17, 2023, (ii) 11,240 common shares acquired by the Selling Shareholder from Thalassa Investment Co. S.A., an entity controlled by Mr. Panagiotidis, on April 25, 2023 and transferred to the Selling Shareholder on April 25, 2023, and (iii) 1,100,000 restricted common shares, which were granted to Mr. Panagiotidis on September 28, 2023 pursuant to our Equity Incentive Plan and transferred to the Selling Shareholder on October 2, 2023. Under the Equity Incentive Plan, 500,000 restricted shares will vest on September 28, 2024, 300,000 restricted shares will vest on September 28, 2025 and the remaining 300,000 restricted shares will vest on September 28, 2026. The aggregate 9,611,240 common shares beneficially owned by Mr. Panagiotidis represent 50.1% of the 19,201,009 common shares outstanding on November 13, 2023. Mr. Panagiotidis also beneficially owns 40,000 of our Series B Preferred Shares, representing all such Series B Preferred Shares outstanding, each Series B Preferred Share having the voting power of 100,000 common shares.
The registration statement of which this prospectus forms a part of is filed pursuant to a subscription agreement dated as of April 17, 2023 between Toro and the Selling Shareholder (the “Subscription Agreement”) entered into in connection with the private placement described above. Under the Subscription Agreement, we granted the Selling Shareholder certain customary registration rights with respect to the common shares purchased thereunder, including registering such shares for resale upon request following the expiration of a 180 day lockup period. We also agreed to bear all expenses related to the registration of the 8,500,000 common shares, while the Selling Shareholder agreed to bear all selling expenses, which includes underwriting discounts, selling commissions and stock transfer taxes, relating to sales of such common shares.
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A description of our common shares (including the associated Preferred Share Purchase Rights under our Shareholder Protection Rights Agreement) can be found under the heading “Additional Information” in our Annual Report and in Exhibit 2.2 to our Annual Report under the heading “Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 – Description of our Common Shares” and “Description of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 – Description of the Rights under the Stockholders Rights Agreement”, which descriptions are incorporated by reference herein. A description of our 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares, Series B Preferred Shares and Series C Participating Preferred Shares can be found under the heading “Additional Information” in our Annual Report, which descriptions are incorporated by reference herein.
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This prospectus relates to the sale by the Selling Shareholder named in this prospectus of up to an aggregate of 8,500,000 common shares from time to time. We will not receive any of the proceeds from such sales.
The registration of such shares does not necessarily mean that any of such shares will be offered or sold by the Selling Shareholder pursuant to this prospectus or at all. The Selling Shareholder will pay any underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of the common shares covered by this prospectus, and (except as set forth in the following sentence) fees and disbursements of counsel and advisors to the Selling Shareholder. We will bear all other expenses incurred in connection with such sales, including all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of our counsel and the reasonable fees and disbursements of one counsel for the Selling Shareholder.
The Selling Shareholder may sell or distribute the common shares included in this prospectus through underwriters, whether individually or through an underwriting syndicate led by one or more managing underwriters, through agents, to dealers and/or directly to one or more purchasers. The Selling Shareholder may sell the common shares from time to time at fixed prices, market prices prevailing at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or negotiated prices.
In addition, the Selling Shareholder may sell some or all of the common shares included in this prospectus, in one or more transactions on the Nasdaq or otherwise, in secondary distributions pursuant to and in accordance with the rules of the Nasdaq, through one or more electronic trading platforms or services, in the over-the-counter market, in negotiated transactions, or any combination of the methods of sale described herein, including through:
• | a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction; |
• | purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account; |
• | ordinary brokerage transactions and transactions in which a broker solicits purchasers; or |
• | trading plans entered into by us pursuant to Rule 10b5-1 under the Exchange Act, or any similar plans, that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement that provide for periodic sales of our common shares on the basis of parameters described in such trading plans. |
In addition, the Selling Shareholder may also sell securities under Rule 144 under the Securities Act, if available, or in other transactions exempt from registration, rather than under this prospectus.
The Selling Shareholder may enter into options or other types of transactions that require the Selling Shareholder to deliver common shares to a broker-dealer or other type of agent, who will then resell or transfer the common shares under this prospectus.
The Selling Shareholder may enter into hedging transactions with respect to the common shares. For example, the Selling Shareholder may:
• | enter into transactions involving short sales of common shares by broker-dealers; |
• | sell common shares short and deliver the shares to close out short positions; or |
• | loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares. |
The Selling Shareholder may enter into derivative transactions with third parties or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell common shares covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the Selling Shareholder, or borrowed from the Selling Shareholder to settle those sales or to close out any related open borrowings of stock and may use securities received from the Selling Shareholder in settlement of those derivatives to close out any related open borrowings of stock.
Subject to the Subscription Agreement, the Selling Shareholder may also transfer the securities in other circumstances, in which case the transferees or pledgees will be the selling beneficial owners for purposes of this
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prospectus. Upon being notified by the Selling Shareholder that a pledgee, secured party or transferee, intends to sell our securities, we will, to the extent required, file a supplement to this prospectus to name specifically such person as a selling shareholder.
Offers to purchase the common shares being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the common shares from time to time. The Selling Shareholder reserves the right to accept and, from time to time, to reject, in whole or in part, any proposed purchase of the common shares to be made directly or through agents.
Unless otherwise set forth in an applicable prospectus supplement, the obligations of underwriters or dealers to purchase the common shares will be subject to certain conditions precedent and the underwriters or dealers will be obligated to purchase all the common shares if any are purchased.
Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. The Selling Shareholder may grant to the underwriters options to purchase additional offered common shares to cover over-allotments, if any, at the public offering price, with additional underwriting discounts or commissions and on terms as may be set forth in the applicable prospectus supplement.
Underwriters, dealers and agents that participate in the distribution of the common shares may receive compensation in the form of commissions or fees from the Selling Shareholder and/or the purchasers of shares for whom they may act as agent. The Selling Shareholder and any underwriters, agents or broker-dealers that participate in the distribution of the common shares offered in this prospectus may be deemed to be “underwriters” within the meaning of the Securities Act, and any discounts or commissions received by them and any profit on the resale of registered shares may be deemed to be underwriting commissions or discounts under the Securities Act. It is possible that one or more underwriters may make a market in our common shares, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our common shares. Our common shares are listed on the Nasdaq under the ticker symbol “TORO”.
The Selling Shareholder may have agreements with underwriters, dealers and agents to indemnify them against some civil liabilities, including liabilities under the Securities Act, to contribute to payments which the underwriters, dealers or agents may be required to make or to reimburse those persons for certain expenses. To our knowledge, there are currently no plans, arrangements or understandings between the Selling Shareholder and any broker-dealer or agent regarding the sale of the common shares by the Selling Shareholder. Upon being notified by the Selling Shareholder that any material arrangement has been entered into with an underwriter or broker-dealer for the sale of securities through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file, if required by applicable law or regulation, a supplement to this prospectus disclosing certain material information relating to such underwriter or broker-dealer and such offering.
Underwriters, dealers and agents may engage in transactions with, or perform services for, the Selling Shareholder, its affiliates, us or our subsidiaries in the ordinary course of their businesses.
In the event of a “distribution” of the common shares offered in this prospectus supplement, the Selling Shareholder, any selling broker-dealer or agent and any “affiliated purchasers” may be subject to Regulation M under the Exchange Act, which would prohibit, with certain exceptions, each such person from bidding for or purchasing any security which is the subject of such distribution until their participation in that distribution is completed.
Certain persons participating in any offering of the common shares may engage in transactions that stabilize, maintain or otherwise affect the price of the common shares offered. In connection with any such offering, the underwriters or agents, as the case may be, may purchase and sell the common shares in the open market. These transactions may include over-allotment and stabilizing transactions and purchases to cover syndicate short positions created in connection with the offering. Stabilizing transactions consist of certain bids or purchases for the purpose of preventing or retarding a decline in the market price of the common shares and syndicate short positions involve the sale by the underwriters or agents, as the case may be, of a greater number of common shares than they are required to purchase from us in the offering. The underwriters may also impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers for the common shares sold for their account may be reclaimed by the syndicate if such common shares are repurchased by the
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syndicate in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the common shares, which may be higher than the price that might otherwise prevail in the open market, and if commenced, may be discontinued at any time. These transactions may be effected on the Nasdaq, in the over-the-counter market or otherwise.
We have agreed to indemnify underwriters for the Selling Shareholder against certain liabilities, including certain liabilities under the Securities Act, the Exchange Act or other federal or state law. The Selling Shareholder has agreed to indemnify us in certain circumstances against certain liabilities, including certain liabilities under the Securities Act, the Exchange Act or other federal or state law.
Selling Restrictions
Notice to Investors in the EEA
In relation to each Member State of the European Economic Area (each a “Relevant State”), no common shares or warrants, purchase contracts, units or rights in respect of such common shares (together, “Equity Securities” and each, an “Equity Security”) have been offered or will be offered pursuant to any offering using this prospectus to the public in that Relevant State prior to the publication of a prospectus in relation to the relevant Equity Security which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”), except that such Equity Security may be offered to the public in that Relevant State at any time:
(a) | to any legal entity which is a qualified investor as defined under Article 2 of the Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation); or |
(c) | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
Provided that no such offer of the relevant Equity Security shall require the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation or a prospectus supplement pursuant to Article 23 of the Prospectus Regulation.
Each person in a Relevant State who initially acquires any Equity Securities or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any Equity Securities being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any Equity Securities to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale. We, the representatives and each of our and the representatives’ affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.
For the purposes of the foregoing provisions, the expression an “offer to the public” in relation to any of the Equity Securities in any Relevant State means the communication in any form and by any means of sufficient information on the terms of the offer and any Equity Security to be offered so as to enable an investor to decide to purchase or subscribe for such Equity Security.
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Notice to Investors in the UK
No common shares or warrants, purchase contracts, units or rights in respect of such common shares (together, “Equity Securities” and each, an “Equity Security”) have been offered or will be offered pursuant to any offering using this prospectus to the public in the United Kingdom prior to the publication of a prospectus in relation to the relevant Equity Security which has been approved by the United Kingdom Financial Conduct Authority, except that such Equity Security may be offered to the public in the United Kingdom at any time:
(a) | to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; |
(b) | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”) (the “UK Prospectus Regulation”); or |
(c) | in any other circumstances falling within Section 86 of the FSMA, |
Provided that no such offer of the relevant Equity Security shall require the publication of a prospectus pursuant to Section 85 of the FSMA or a prospectus supplement pursuant to Article 23 of the UK Prospectus Regulation.
For the purposes of this provision, the expression an “offer to the public” in relation to any of the Equity Securities in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any Equity Security to be offered so as to enable an investor to decide to purchase or subscribe for such Equity Security.
This prospectus and any accompanying prospectus supplement are only being distributed to and are only directed at: (i) persons who are outside the United Kingdom; or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”); or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus and any accompanying prospectus supplement or any of their contents.
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You should carefully read the discussion of the material Marshall Islands and U.S. federal income tax considerations associated with our operations and the acquisition, ownership and disposition of our common shares set forth in the section entitled “Taxation” of our Annual Report, incorporated by reference herein, as updated by annual and other reports and documents we file with the SEC after the date of this prospectus and that are incorporated by reference herein.
The following are the estimated expenses, other than any underwriting discounts and commissions and expenses reimbursed by us, of the issuance and distribution of the common shares being registered under the registration statement of which this prospectus forms a part, all of which have been or will be paid by us.
SEC registration fee | | | $5,093.68 |
FINRA filing fee | | | $5,676.50 |
Legal fees and expenses | | | $10,000.00 |
Accounting fees and expenses | | | $10,000.00 |
Miscellaneous | | | $5,000.00 |
Total | | | $35,770.18 |
The validity of the common shares offered by this prospectus has been passed upon by Seward & Kissel LLP. We are also being represented as to certain matters of U.S. federal law and New York state law by Sullivan & Cromwell LLP.
The combined carve-out financial statements of Toro Corp. Predecessor as of December 31, 2021 and 2022 and for the period from January 13, 2021 to December 31, 2021 and for the year ended December 31, 2022 incorporated by reference in this prospectus by reference to Toro Corp.’s annual report on Form 20-F for the fiscal year ended December 31, 2022 have been audited by Deloitte Certified Public Accountants, S.A., an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The consolidated financial statements of Toro Corp. as of December 31, 2022 and for the period July 29, 2022 to December 31, 2022 incorporated by reference in this prospectus by reference to Toro Corp.’s annual report on Form 20-F for the fiscal year ended December 31, 2022 have been audited by Deloitte Certified Public Accountants, S.A., an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
The office of Deloitte Certified Public Accountants, S.A. is located at Fragoklissias 3a & Granikou Street, Maroussi, Athens 151 25, Greece.
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We are incorporated under the laws of the Republic of the Marshall Islands, and substantially all of our assets are located outside of the United States. Our principal executive office is located in Cyprus. In addition, the majority of our directors and officers are non-residents of the United States, and substantially all of their assets are located outside the United States. As a result, it may be difficult or impossible for you to effect service of process within the United States upon such persons or to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Republic of the Marshall Islands and of other jurisdictions may prevent or restrict you from enforcing a judgment against our assets or our directors and officers. Although you may bring an original action against us or our affiliates in the courts of the Marshall Islands, and the courts of the Marshall Islands may impose civil liability, including monetary damages, against us or our affiliates for a cause of action arising under Marshall Islands law, it may be impracticable for you to do so.
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INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. | Indemnification of Directors and Officers. |
Article VIII of the Bylaws of Toro Corp. (the “Registrant”) provides as follows:
Any person who is or was a Director or officer of the Company, or is or was serving at the request of the Corporation as a director or officer of another, partnership, joint venture, trust or other enterprise shall be entitled to be indemnified by the Company upon the same terms, under the same conditions, and to the same extent as authorized by Section 60 of the BCA, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Company shall have the power to pay in advance expenses a director or officer incurred while defending a civil or criminal proceeding, provided that the director or officer will repay the amount if it shall ultimately be determined that he or she is not entitled to indemnification under this section. Any repeal or modification of this Article VIII shall not adversely affect any rights to indemnification and to the advancement of expenses of a Director or officer of the Company existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
The Company shall have the power to purchase and maintain insurance on behalf of any person who is or was a Director or officer of the Company or is or was serving at the request of the Company as a director or officer against any liability asserted against such person and incurred by such person in such capacity whether or not the Company would have the power to indemnify such person against such liability by law or under the provisions of these Bylaws.
Section 60 of the Associations Law of the Republic of the Marshall Islands provides as follows:
Actions not 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, 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 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 bests interests of the corporation, and, with respect to any criminal action or proceedings, had reasonable cause to believe that his conduct was unlawful.
Actions 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 or suit by or in the right of the corporation to procure a 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, 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 claims, 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.
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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.
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 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.
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 shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.
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.
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 10. | Undertakings |
Each of the undersigned registrants hereby undertakes:
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(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; and |
provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if 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 registrants 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 prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
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(2) | That, for the purpose of determining any liability under the Securities Act of 1933, 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. |
(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. |
(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 Securities Act of 1933 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 (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, 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 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 registration statement. |
(5) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | 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 the 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 a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an 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 an undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant; |
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(iii) | The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser. |
(7) | 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. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each 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 a registrant of expenses incurred or paid by a director, officer or controlling person of a 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, that 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.
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INDEX TO EXHIBITS
Exhibit Number | | | Description |
1.1 | | | Form of Underwriting Agreement* |
| | | Amended & Restated Articles of Incorporation of Toro Corp. (incorporated by reference to Exhibit 1.1 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | | Amended & Restated Bylaws of Toro Corp. (incorporated by reference to Exhibit 1.2 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | | Statement of Designation of the Rights, Preferences and Privileges of the 1.00% Series A Fixed Rate Cumulative Perpetual Convertible Preferred Shares of Toro (incorporated by reference to Exhibit 1.3 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | | Statement of Designation of the Rights, Preferences and Privileges of the Series B Preferred Shares of Toro (incorporated by reference to Exhibit 1.4 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | | Statement of Designation of the Rights, Preferences and Privileges of the Series C Participating Preferred Shares of Toro (incorporated by reference to Exhibit 1.5 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | | Shareholder Protection Rights Agreement by and between Toro Corp. and Broadridge Corporate Issuer Solutions, Inc., as rights agent (incorporated by reference to Exhibit 4.1 to Toro’s registration statement on Form 20-F filed with the SEC on February 2, 2023). | |
| | | Subscription Agreement by and between Toro Corp. and Pani Corp., dated as of April 17, 2023. | |
| | | Opinion of Seward & Kissel LLP, Marshall Islands counsel to the Company. | |
| | | Opinion of Sullivan & Cromwell LLP with respect to certain U.S. tax matters. | |
| | | Consent of Independent Registered Public Accounting Firm (Deloitte Certified Public Accountants S.A.) relating to the combined carve-out financial statements of Toro Corp. Predecessor. | |
| | | Consent of Independent Registered Public Accounting Firm (Deloitte Certified Public Accountants S.A.) relating to the combined carve-out financial statements of Toro Corp. | |
| | | Consent of Sullivan & Cromwell LLP (included in Exhibit 8.1). | |
| | | Consent of Seward & Kissel LLP (included in Exhibit 5.1). | |
| | | Power of Attorney (included on signature page). | |
| | | Filing Fee Table. |
* | To be filed by amendment or incorporated by reference to a subsequently filed Report on Form 6-K. |
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Pursuant to the requirements of the Securities Act of 1933, Toro Corp. 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 Limassol, country of Cyprus on November 13, 2023.
| | | TORO CORP. | ||||
| | | | | |||
| | | By: | | | /s/ Petros Panagiotidis | |
| | | Name: | | | Petros Panagiotidis | |
| | | Title: | | | Chairman and Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below severally constitutes and appoints Petros Panagiotidis their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in their name, place and stead, in any and all capacities to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Act of 1933 (the “Securities Act”), and any rules, regulations and requirements of the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of the Securities and any securities or Blue Sky laws of any of the states of the United States of America in order to effect the registration or qualification (or exemption therefrom) of the said securities for issue, offer, sale or trade under the Blue Sky or other securities laws of any of such states and in connection therewith to execute, acknowledge, verify, deliver, file and cause to be published applications, reports, consents to service of process, appointments of attorneys to receive service of process and other papers and instruments which may be required under such laws, including specifically, but without limiting the generality of the foregoing, the power and authority to sign their name in their capacity as an Officer, Director or Authorized Representative in the United States or in any other capacity with respect to this Registration Statement (the “Registration Statement”) and/or such other form or forms as may be appropriate to be filed with the Commission or under or in connection with any Blue Sky laws or other securities laws of any state of the United States of America or with such other regulatory bodies and agencies as any of them may deem appropriate in respect of the Securities, and with respect to any and all amendments, including post-effective amendments, to this Registration Statement and to any and all instruments and documents filed as part of or in connection with this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated on November 13, 2023.
Signature | | | Title |
| | | ||
/s/ Petros Pangiotidis | | | Chairman, Chief Executive Officer and Director |
Petros Panagiotidis | | ||
| | | ||
/s/ Ioannis E. Lazaridis | | | Chief Financial Officer |
Ioannis E. Lazaridis | | ||
| | | ||
/s/ Angelos Rounick Platanias | | | Director |
Angelos Rounick Platanias | | ||
| | | ||
/s/ Petros Zavakopoulos | | | Director |
Petros Zavakopoulos | |
II-6
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement in the city of Newark, State of Delaware, on November 13, 2023.
| | | | | PUGLISI & ASSOCIATES | |||||
| | | | | | | ||||
| | | By: | | | /s/ Donald J. Puglisi | ||||
| | | | | Name: | | | Donald J. Puglisi | ||
| | | | | Title: | | | Managing Director | ||
II-7
Exhibit 4.2
SUBSCRIPTION AGREEMENT
by and between
TORO CORP.
and
PANI CORP.
Dated as of April 17, 2023
TABLE OF CONTENTS
Page
|
ARTICLE I
Definitions |
|
| SECTION 1.01. Definitions | 1 |
|
ARTICLE II
Purchase and Sale of the Purchased Shares |
|
| SECTION 2.01. Purchase and Sale | 4 |
| SECTION 2.02. Closing | 4 |
| SECTION 2.03. Termination | 4 |
|
ARTICLE III
Representations and Warranties of the Company |
|
| SECTION 3.01. Purchased Shares | 5 |
| SECTION 3.02. Organization | 5 |
| SECTION 3.03. Good Standing | 5 |
| SECTION 3.04. Due Authorization | 5 |
| SECTION 3.05. No Conflicts | 6 |
| SECTION 3.06. No Consents Required | 6 |
| SECTION 3.07. Private Placement | 6 |
| SECTION 3.08. No Integration | 6 |
| SECTION 3.09. Acknowledgment Regarding the Investor’s Purchase | 7 |
| SECTION 3.10. Regulation M Compliance | 7 |
| SECTION 3.11. No General Solicitation | 7 |
|
ARTICLE IV
Representations and Warranties of the Investor |
|
| SECTION 4.01. Organization; Ownership | 7 |
| SECTION 4.02. Due Authorization | 7 |
| SECTION 4.03. No Conflicts | 8 |
| SECTION 4.04. No Consents Required | 8 |
| SECTION 4.05. Financial Capability | 8 |
| SECTION 4.06. Purchaser Status | 8 |
| SECTION 4.07. No Reliance | 9 |
| SECTION 4.08. Private Placement Consideration | 9 |
| SECTION 4.09. Compliance | 9 |
|
ARTICLE V
Additional Agreements |
|
| SECTION 5.01. Share Listing | 10 |
| SECTION 5.02. Press Release | 10 |
| SECTION 5.03. Expenses; Indemnification | 10 |
| SECTION 5.04. Use of Proceeds | 10 |
| SECTION 5.05. SEC Filings | 11 |
| SECTION 5.06. Public Disclosure | 11 |
| SECTION 5.07. Integration | 11 |
| SECTION 5.08. Transfer Restrictions | 11 |
| SECTION 5.09. Removal of Legends; Transfer | 11 |
|
ARTICLE VI
Conditions to Closing |
|
| SECTION 6.01. Conditions to the Obligations of the Company | 13 |
| SECTION 6.02. Conditions to the Obligations of the Investor | 13 |
|
ARTICLE VII
Registration Rights |
|
| SECTION 7.01. Demand Registration | 14 |
| SECTION 7.02. Company Registration | 14 |
| SECTION 7.03. Underwriting Requirements | 15 |
| SECTION 7.04. Obligations of the Company | 15 |
| SECTION 7.05. Furnish Information | 17 |
| SECTION 7.06. Expenses of Registration | 17 |
| SECTION 7.07. Indemnification | 17 |
| SECTION 7.08. Suspension of Registration | 19 |
|
ARTICLE VIII
Miscellaneous |
|
| SECTION 8.01. No Other Representations or Warranties | 20 |
| SECTION 8.02. Notices | 20 |
| SECTION 8.03. Amendments; Waivers | 21 |
| SECTION 8.04. Interpretation | 22 |
| SECTION 8.05. Further Assurances | 22 |
| SECTION 8.06. Assignment | 22 |
| SECTION 8.07. Survival | 22 |
| SECTION 8.08. Construction | 23 |
| SECTION 8.09. Governing Law | 23 |
| SECTION 8.10. Waiver of Jury Trial | 23 |
| SECTION 8.11. Consent to Jurisdiction; Enforcement | 23 |
| SECTION 8.12. Entire Agreement; No Third-Party Beneficiaries | 24 |
| SECTION 8.13. Severability | 24 |
| SECTION 8.14. Counterparts | 24 |
SUBSCRIPTION AGREEMENT, dated as of April 17, 2023 (this “Agreement”), by and between TORO CORP., a corporation organized under the laws of the Republic of the Marshall Islands (the “Company”), and PANI CORP., a corporation organized under the laws of the Republic of Liberia (the “Investor”).
WHEREAS, pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder, the Company desires to issue and sell to the Investor, and the Investor desires to purchase from the Company, common shares, par value $0.001 per share, of the Company (the “Common Shares”) on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Definitions. (a) As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:
“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Articles of Incorporation” means the Amended and Restated Articles of Incorporation of the Company, as further amended or amended and restated from time to time.
“BCA” means the Business Corporations Act of the Republic of the Marshall Islands, as amended.
“Board” means the board of directors of the Company, except where the context requires otherwise.
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York, Cyprus, Germany, Greece or Switzerland are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of such commercial banks are generally open for use by customers on such day.
“Bylaws” means the Amended and Restated Bylaws of the Company, as further amended or amended and restated from time to time.
“Damages” means any loss, damage, claim or liability (joint or several) to which a party hereto may become subject under the Securities Act, the Exchange Act or other Federal or state law, insofar as such loss, damage, claim or liability (or any action in respect thereof) arises out of or is based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company filed pursuant to Article VII hereof, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (b) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (c) any violation or alleged violation by the indemnifying party of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law applicable to such indemnifying party.
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Governmental Entity” means any Federal, state or local, domestic or foreign governmental or regulatory authority, agency, commission, body, board, court or other legislative, executive or judicial governmental entity.
“Law” means any Federal, state, local or foreign law (including the Foreign Corrupt Practices Act and the laws implemented by the Office of Foreign Assets Control, United States Department of Treasury), statute or ordinance, common law, or any rule, regulation, judgment, order, writ, injunction, decree, arbitration award, license or permit of any Governmental Entity.
“Material Disclosure Event” means, as of any date of determination, any pending or imminent event relating to the Company or any of its subsidiaries that the Board reasonably determines in good faith, (i) would require disclosure of material, non-public information relating to such event in any registration statement under which Registrable Securities may be offered and sold in order that such registration statement would not be materially misleading and (ii) would not otherwise be required to be publicly disclosed by the Company at that time in a periodic report to be filed with or furnished to the SEC under the Exchange Act but for the filing of such registration statement; provided that the filing or furnishing of financial information for interim periods shall not be deemed a “Material Disclosure Event” hereunder.
“Nasdaq” shall mean the Nasdaq Capital Market and its successors.
“Person” means any individual, firm, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.
“Purchased Shares” means the 8,500,000 Common Shares acquired by the Investor pursuant to this Agreement.
“Registrable Securities” means, as of any date of determination, (a) all Purchased Shares and (b) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing; provided, however, that any such securities shall cease to be Registrable Securities when (i) a registration statement with respect to the sale of such securities is declared effective by the SEC under the Securities Act and such securities have been disposed of by the Investor thereunder, (ii) such securities have been sold in accordance with Rule 144, (iii) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions or (iv) such securities cease to be outstanding.
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“Rule 144” means Rule 144 promulgated by the SEC pursuant to the Securities Act, as such rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the SEC having substantially the same purpose and effect as such rule.
“SEC” means the Securities and Exchange Commission.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Selling Expenses” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel and advisors for the Investor, except for the fees and disbursements of the Selling Holder Counsel borne and paid by the Company as provided in Section 7.06.
A “subsidiary” of any Person means another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person.
“Trading Day” means a day on which Nasdaq is open for trading.
“Transfer Agent” means Broadridge Corporate Issuer Solutions, Inc., acting in its capacity as transfer agent of the Company.
(b) In addition to the terms defined in Section 1.01(a), the following terms have the meanings assigned thereto in the Sections set forth below:
| Term | Section |
| Aggregate Purchase Price | 2.01 |
| Agreement | Preamble |
| Closing | 2.02(a) |
| Closing Date | 2.02(a) |
| Company | Preamble |
| Common Shares | Preamble |
| Company Material Adverse Effect | 3.03 |
| Investor | Preamble |
| Investor Indemnified Party | 5.03(b) |
| Investor Purchase | 2.01 |
| Selling Holder Counsel | 7.06 |
| Subsidiaries | 3.03 |
| Suspension | 7.08 |
3
ARTICLE II
Purchase and Sale of the Purchased Shares
SECTION 2.01. Purchase and Sale. On the terms of this Agreement and subject to the satisfaction of the conditions set forth in Sections 6.01 and 6.02, the Investor shall purchase from the Company, and the Company shall issue to the Investor, 8,500,000 Common Shares at a purchase price per share equal to $2.29. As used herein, references to the “Aggregate Purchase Price” mean the aggregate purchase price paid by the Investor for the Purchased Shares. The purchase of Common Shares by the Investor pursuant to this Section 2.01 is referred to as the “Investor Purchase”.
SECTION 2.02. Closing. (a) On the terms of this Agreement and subject to the conditions set forth in Sections 6.01 and 6.02, the closing of the Investor Purchase (the “Closing”) shall occur remotely via the electronic exchange of documents and signatures at 10:00 a.m., New York City time, on April 19, 2023, or at such other date, time or location as the Company and the Investor shall mutually agree (the date on which the Closing occurs, the “Closing Date”).
(b) On or prior to the Closing Date, (i) the Company shall deliver or cause to be delivered to the Investor (A) this Agreement duly executed by the Company, (B) the Company’s wire instructions on Company letterhead and executed by the Company’s Chief Financial Officer, (C) (1) the certificates representing the Purchased Shares or (2) a copy of the instructions to the Transfer Agent instructing the Transfer Agent to deliver evidence of the issuance of the Purchased Shares as held in book-entry form by the Transfer Agent registered in the name of the Investor and (D) all other documents and certificates to satisfy the conditions set forth in Section 6.02 and (ii) the Investor shall (A) deliver or cause to be delivered to the Company this Agreement duly executed by the Investor and all other documents and certificates to satisfy the conditions set forth in Section 6.01 and (B) pay to the Company the Aggregate Purchase Price by wire transfer in immediately available U.S. federal funds to the account designated by the Company.
SECTION 2.03. Termination. (a) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing by the Company or the Investor giving written notice of such termination to the other party if the Closing Date has not occurred on or prior to the tenth Business Day following the date hereof; provided, however, that the party seeking termination pursuant to this Section 2.03(a) is not in breach in any material respect of any of its representations, warranties, covenants or other agreements contained in this Agreement.
4
(b) In the event of such termination, this Agreement shall forthwith become wholly void and of no further force and effect without any liability or obligation on the part of the Company or the Investor, other than the provisions of this Section 2.03, Section 5.02, Section 5.03 and Article VIII (other than Section 8.05).
ARTICLE III
Representations and Warranties of the Company
The Company represents and warrants to the Investor as of the date hereof and as of the Closing Date as follows:
SECTION 3.01. Purchased Shares. All of the issued and outstanding shares of capital stock of the Company have been, and the Purchased Shares will be when issued against payment of the Aggregate Purchase Price, duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable Federal and state securities laws, the BCA and Articles of Incorporation and Bylaws, and such shares were not, or will not be, issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or similar right.
SECTION 3.02. Organization. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Republic of the Marshall Islands, with full corporate power and authority to own, lease and operate its properties and conduct its business and to execute and deliver this Agreement.
SECTION 3.03. Good Standing. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where the ownership or leasing of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified and in good standing would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, financial condition, results of operations or prospects of the Company and the subsidiaries of the Company (the “Subsidiaries”) taken as a whole (a “Company Material Adverse Effect”).
SECTION 3.04. Due Authorization. The Company has all corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the Board, and this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar Laws affecting creditors’ rights generally and by general equitable principles and except as may be limited by applicable Law and public policy. No vote or other approval of the equityholders of the Company is required in connection with the execution, delivery or performance of this Agreement or to consummate the transactions contemplated by this Agreement in accordance with the terms hereof, whether by reason of applicable Law, the Articles of Incorporation or the Bylaws, the rules or requirements of any securities exchange or Nasdaq or otherwise. The transactions contemplated hereby are not subject to any anti-takeover provisions under the BCA.
5
SECTION 3.05. No Conflicts. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (or constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (or result in the termination of, or in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Company or any Subsidiary pursuant to) (a) the Articles of Incorporation or the Bylaws or the articles of incorporation or bylaws or similar constitutional documents of any of the Subsidiaries, (b) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument, as such agreements or instruments are amended from time to time, to which the Company or any of the Subsidiaries is a party or by which any of them or any of their respective properties may be bound or affected, (c) any Federal, state, local or foreign law, regulation or rule applicable to the Company or any of its Subsidiaries or any of their respective properties, (d) any rule or regulation of any self-regulatory organization or other non-governmental regulatory authority (including the rules and regulations of Nasdaq) applicable to the Company or any of its Subsidiaries or any of their respective properties or (e) any decree, judgment or order applicable to the Company or any of the Subsidiaries or any of their respective properties, except in the case of the foregoing clauses (b), (c), (d) and (e) as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
SECTION 3.06. No Consents Required. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of the transactions contemplated hereby, other than (a) the filing required pursuant to Section 5.06, (b) the filing with the SEC of a registration statement pursuant to Article VII, (c) the application to Nasdaq pursuant to Section 5.01, (d) such filings as are required to be made under applicable state securities laws and (e) such consents, waivers, authorizations, orders, notices, filings or registrations that have been obtained or made and are in full force and effect.
SECTION 3.07. Private Placement. Assuming the accuracy of the Investor’s representations and warranties set forth herein, no registration under the Securities Act is required for the Investor Purchase.
SECTION 3.08. No Integration. Neither the Company nor any of its Affiliates has, directly or through any agent, sold, offered for sale, solicited offers to buy or otherwise negotiated in respect of any security that is or will be integrated with the sale of the Purchased Shares in a manner that would require registration of the Purchased Shares under the Securities Act.
6
SECTION 3.09. Acknowledgment Regarding the Investor’s Purchase. The Company acknowledges that the Investor is not acting as a financial advisor or agent of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Investor’s purchase of the Purchased Shares. The Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the transactions contemplated hereby by a special committee of the Board, the Company and their respective representatives.
SECTION 3.10. Regulation M Compliance. The Company has not, and to its knowledge no one acting on its behalf has, (a) taken, directly or indirectly, any action designed to cause or to result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Purchased Shares, (b) sold, bid for, purchased or paid any compensation for soliciting purchases of any of the Purchased Shares or (c) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company.
SECTION 3.11. No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Purchased Shares by any form of general solicitation or general advertising in a manner that would require the registration under the Securities Act of the Investor Purchase. The Company offered the Purchased Shares for sale only to the Investor. For the avoidance of doubt, Investor acknowledges that the Company has filed a registration statement on Form F-1, which has not been declared effective, with respect to equity securities of the Company.
ARTICLE IV
Representations and Warranties of the Investor
The Investor represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
SECTION 4.01. Organization; Ownership. The Investor is an entity duly organized, validly existing and in good standing under the laws of the Republic of Liberia and is wholly owned by Petros Panagiotidis.
SECTION 4.02. Due Authorization. The Investor has all requisite right, power and authority, and has taken all actions necessary to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Investor. This Agreement is the legal, valid and binding obligation of the Investor, enforceable against the Investor in accordance with its terms, except as such may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar Laws affecting creditors’ rights generally and by general equitable principles and except as may be limited by applicable Law and public policy.
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SECTION 4.03. No Conflicts. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (or constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under or give the holder of any indebtedness (or a Person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) (or result in the termination of, or in the creation or imposition of a lien, charge or encumbrance on any property or assets of the Investor pursuant to) (a) the organizational or other governing documents of the Investor, (b) any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Investor is a party or by which any of them or any of their respective properties may be bound or affected, (c) any Federal, state, local or foreign law, regulation or rule applicable to the Investor or (d) any decree, judgment or order applicable to the Investor or any of its properties, except in the case of the foregoing clauses (b), (c) and (d) as would not, individually or in the aggregate, materially and adversely affect the Investor’s ability to perform its obligations under this Agreement to which it is a party or consummate the transactions contemplated therein on a timely basis.
SECTION 4.04. No Consents Required. The Investor is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other Federal, state, local or other governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization, other non-governmental regulatory authority, in connection with the execution, delivery and performance of this Agreement by the Investor or the consummation by the Investor of the transactions contemplated hereby, except for (a) any applicable reporting requirements of the Exchange Act and (b) such consents, waivers, authorizations, orders, notices, filings or registrations that have been obtained or made and are in full force and effect.
SECTION 4.05. Financial Capability. The Investor has available funds necessary to consummate the Closing and satisfy all of its obligations under this Agreement when required to do so pursuant to the terms hereof.
SECTION 4.06. Purchaser Status. The Investor is an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Purchased Shares for an indefinite period of time and, at the present time, is able to afford a complete loss of such investment.
8
SECTION 4.07. No Reliance. The Investor is knowledgeable about the Company, its financial condition, results of operations, assets, liabilities, properties, operations and markets in which it operates. Without derogating from or limiting the representations and warranties of the Company in Article III, the Investor (a) is not relying on the Company for any legal, tax, investment, accounting or regulatory advice, (b) has consulted with its own advisors concerning such matters and (c) has conducted to its satisfaction an independent investigation and verification of the financial condition, results of operations, assets, liabilities, properties and operations of the Company, and, in determining to proceed with the transactions contemplated by this Agreement, has relied solely on the results of such independent investigation and verification and on the representations and warranties of the Company in Article III.
SECTION 4.08. Private Placement Consideration. The Investor is acquiring the Purchased Shares as principal for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof and has no direct or indirect arrangement or understandings with any other Persons to distribute, offer or sell or regarding the distribution, offer or sale of such Purchased Shares (this representation and warranty not limiting the Investor’s right to sell the Purchased Shares in compliance with the transfer restrictions set forth herein and applicable Federal and state securities laws). The Investor understands and acknowledges that (a) the Purchased Shares are being sold to it pursuant to an exemption from registration under the Securities Act, (b) its representations and warranties contained herein are being relied upon by the Company as a basis for such exemption under the Securities Act and under the securities Laws of various other foreign and domestic jurisdictions, (c) no U.S. state or Federal agency has made any finding or determination as to the fairness of the terms of the sale of the Purchased Shares or any recommendation or endorsement thereof and (d) the Purchased Shares are “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under applicable securities Laws, such Purchased Shares may be resold without registration under the Securities Act only in certain limited circumstances.
SECTION 4.09. Compliance. Neither the Investor nor any of its controlling or controlled Affiliates is the target of any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially designated national” or “blocked person”), the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom or other relevant sanctions authority with jurisdiction over such Person. The funds held by the Investor and used to purchase the Purchased Shares were legally derived.
The Company acknowledges and agrees that the representations contained in this Article IV shall not modify, amend or affect the Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.
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ARTICLE V
Additional Agreements
SECTION 5.01. Share Listing. Substantially concurrently with the Closing, the Company shall apply to cause the Purchased Shares to be approved for listing on Nasdaq.
SECTION 5.02. Press Release. The parties agree that the initial press release to be issued with respect to the transactions contemplated hereby shall be mutually agreed by the parties.
SECTION 5.03. Expenses; Indemnification. (a) Except as otherwise expressly provided herein (including in Sections 5.03(b) and 7.06), all costs and expenses, including fees and disbursements of financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided that, except if this Agreement is terminated pursuant to Section 2.03 upon a breach by the Investor of any of its representations, warranties, covenants or other agreements contained in this Agreement, the Company shall reimburse the Investor for all reasonable and documented out-of-pocket costs and expenses of Cravath, Swaine & Moore LLP, Timagenis Law Firm and Cozen O’Connor incurred in connection with the Investor Purchase pursuant to this Agreement (but, for the avoidance of doubt, not the exercise of registration rights pursuant to Article VII, which shall be governed by Section 7.06). For the avoidance of doubt, the Company shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied, if any, in connection with the delivery of any Purchased Shares to the Investor.
(b) Subject to the provisions of this Section 5.03(b), the Company shall pay in advance any expenses, including reasonable attorneys’ fees, the Investor or any of its Affiliates (each, an “Investor Indemnified Party”) incurs while defending any action instituted against such Investor Indemnified Party by any shareholder of the Company who is not an Affiliate of the Investor and that arises out of or results from the execution, delivery, performance or enforcement of this Agreement; provided that if it is finally judicially determined (by an non-appealable judgment of a court of competent jurisdiction) that such Investor Indemnified Party acted in bad faith or in a manner that such Investor Indemnified Party did not reasonably believe to be consistent with any fiduciary duties it may owe pursuant to the BCA, such Investor Indemnified Party shall repay the amount of expenses so advanced. The indemnification required by this Section 5.03(b) shall be made by periodic payments of the amount thereof during the course of the investigation or defense, within 30 days after bills supporting the amounts incurred by any applicable Investor Indemnified Party are received by the Company. The indemnity agreements contained herein shall be in addition to any cause of action or similar right of the Investor or any of its Affiliates against the Company or others and any liabilities the Company may be subject to pursuant to law.
SECTION 5.04. Use of Proceeds. The Company shall use the net proceeds received by it from the sale of the Purchased Shares for capital expenditures, working capital, to make vessel or share acquisitions or for other general corporate purposes, or a combination thereof.
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SECTION 5.05. SEC Filings. Until the time that the Investor (or an Affiliate of the Investor) no longer owns any of the Purchased Shares, the Company covenants to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act.
SECTION 5.06. Public Disclosure. No later than the fourth Business Day following the Closing Date, the Company shall file a Form 6-K with the SEC that discloses the material terms of the transactions contemplated hereby.
SECTION 5.07. Integration. The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Purchased Shares in a manner that would require the registration under the Securities Act of the sale of the Purchased Shares..
SECTION 5.08. Transfer Restrictions. The Investor shall not, without the Company’s prior written consent, at any time beginning from the date hereof and continuing to and including the date 180 days after the Closing Date, directly or indirectly, (a) offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any Purchased Shares, or publicly disclose the intention to make any offer, sale, pledge or disposition, or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of any Purchased Shares, whether any such transaction described in clauses (a) and (b) is to be settled by delivery of Common Shares or any other equity security of the Company, in cash or otherwise. For the avoidance of doubt, this Section 5.08 shall not restrict the Investor from pledging the Purchased Shares as contemplated in Section 5.09.
SECTION 5.09. Removal of Legends; Transfer.
(a) The Purchased Shares may only be disposed of in compliance with state and Federal securities laws. In connection with any transfer of Purchased Shares other than (i) pursuant to an effective registration statement, (ii) to the Company, (iii) to an Affiliate of the Investor or (iv) in connection with the grant by the Investor of a pledge as contemplated in Section 5.09(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Purchased Shares under the Securities Act.
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(b) The Investor agrees to the placement, so long as is required by this Section 5.09, of a legend or book entry notation on or with respect to any of the Purchased Shares in substantially the following form:
THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION THAT WAS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY SUCH SECURITIES.
The Company acknowledges and agrees that the Investor may from time to time pledge pursuant to a bona fide margin agreement with a registered broker-dealer or grant a security interest in some or all of the Purchased Shares to a financial institution that is an “accredited investor” as defined in Rule 501(a) under the Securities Act and, if required under the terms of such arrangement, the Investor may transfer pledged or secured Purchased Shares to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval of the Company and no legal opinion of legal counsel of the pledgee, secured party or pledgor shall be requested by the Company in connection therewith. Further, no notice to the Company shall be required of such pledge. At the Investor’s expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Purchased Shares may reasonably request in connection with a pledge or transfer of such Purchased Shares, including, if such Purchased Shares are subject to registration pursuant to Article VII, the preparation and filing of any required prospectus supplement under Rule 424(b)(3) under the Securities Act, or other applicable provision of the Securities Act, to appropriately amend the list of selling shareholders thereunder.
(c) Certificates evidencing the Purchased Shares shall not contain the legend set forth in Section 5.09(b) (i) if transferred pursuant to a registration statement under the Securities Act or (ii) following any sale of such Purchased Shares pursuant to Rule 144.
(d) The Investor agrees with the Company that the Investor will sell any Purchased Shares pursuant to either the registration requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if the Purchased Shares are sold pursuant to a registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal of the restrictive legend from certificates or book entry statements representing or with respect to Purchased Shares as set forth in this Section 5.09 is predicated upon the Company’s reliance upon this understanding.
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ARTICLE VI
Conditions to Closing
SECTION 6.01. Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Company of the following conditions:
(a) all representations and warranties of the Investor in this Agreement shall be true and correct as of the Closing Date as though made on and as of such date and time;
(b) the Investor shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing;
(c) the Investor shall have delivered or paid, as applicable, to the Company the items set forth in Section 2.02(b)(ii); and
(d) no provision of any applicable Law and no permanent, preliminary or temporary judgment, injunction, order or decree that has the effect of preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement shall be in effect at the Closing, and no action, claim or proceeding seeking any such judgment, injunction, order or decree shall be threatened in writing or pending at the Closing.
SECTION 6.02. Conditions to the Obligations of the Investor. The obligations of the Investor to effect the Closing shall be subject to the satisfaction or, to the extent permitted by applicable Law, waiver by the Investor of the following conditions:
(a) the representations and warranties of the Company in this Agreement shall be true and correct as of the Closing Date as though made on and as of such date and time;
(b) the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing;
(c) the Company shall have delivered to the Investor the items set forth in Section 2.02(b)(i);
(d) no provision of any applicable Law and no permanent, preliminary or temporary judgment, injunction, order or decree that has the effect of preventing, prohibiting or making illegal the consummation of any of the transactions contemplated by this Agreement shall be in effect at the Closing, and no action, claim or proceeding seeking any such judgment, injunction, order or decree shall be threatened in writing or pending at the Closing; and
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(e) the Company’s Marshall Islands counsel shall have issued a customary legal opinion reasonably acceptable to the Investor that includes opinions regarding the valid issuance of the Purchased Shares, the due authorization, execution and delivery of this Agreement by the Company and the absence of conflicts with the Articles of Incorporation and the Bylaws.
ARTICLE VII
Registration Rights
SECTION 7.01. Demand Registration.
(a) So long as there continue to be Registrable Securities, if at any time after the date that is three months after the date of this Agreement, the Company receives a request from the Investor that the Company file a Form F-1 registration statement with respect to the resale of any of the Registrable Securities then outstanding, then the Company shall as soon as practicable, and in any event within 60 days after the date such request is given by the Investor, file a Form F-1 registration statement under the Securities Act covering the resale by the Investor of all Registrable Securities that the Investor requested to be registered, subject to the limitations of Section 7.03; provided that the Company will not be required to effect such a demand registration unless the expected aggregate gross proceeds from the offering of the Registrable Securities to be registered in connection with such demand registration are at least the lower of $5,000,000 and 25% of the Purchased Shares and provided, further, that the Company shall not be required to effect more than one demand registration in any three-month period.
(b) Following the date that is three months after the date of this Agreement and for so long as there continue to be Registrable Securities after such date, if at any time when it is eligible to use a Form F-3 registration statement, the Company receives a request from the Investor that the Company file a Form F-3 registration statement with respect to the resale of any of the Registrable Securities then outstanding, then the Company shall as soon as practicable, and in any event within 45 days after the date such request is given by the Investor, file a Form F-3 registration statement under the Securities Act covering the resale by the Investor of all Registrable Securities that the Investor requested to be registered, subject to the limitations of Section 7.03.
SECTION 7.02. Company Registration. So long as there continue to be Registrable Securities, if the Company proposes to file a registration statement (including for this purpose a registration effected by the Company for stockholders other than the Investor) under the Securities Act in connection with the public offering of its securities solely for cash (other than (i) a registration relating solely to the sale of securities to participants in a Company share plan or other employee benefit plan arrangement, (ii) a registration related to a transaction covered by Rule 145 under the Securities Act or (iii) a registration in which the only shares being registered are Common Shares issuable upon conversion of debt securities which are also being registered), the Company shall, at such time, promptly give the Investor notice of such registration. Upon the request of the Investor given within 5 Business Days after such notice is given by the Company, the Company shall, subject to the provisions of Section 7.03, cause to be registered the resale by the Investor of all of the Registrable Securities that the Investor has requested to be included in such registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 7.02 before the effective date of such registration, whether or not the Investor has elected to include the resale of Registrable Securities in such registration. The expenses (other than Selling Expenses) of such withdrawn registration shall be borne by the Company in accordance with Section 7.06.
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SECTION 7.03. Underwriting Requirements.
(a) If, pursuant to Section 7.01, the Investor intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 7.01; provided that the Company will not be required to facilitate such underwritten distribution unless the expected aggregate gross proceeds from such offering are at least the lower of $5,000,000 and 25% of the Purchased Shares. The underwriter(s) will be selected by the Investor, subject only to the approval of a special committee of the Board and/or of the disinterested independent directors of the Board. The Investor shall (together with the Company as provided in Section 7.04(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.
(b) In connection with any offering pursuant to Section 7.02, the Company shall not be required to include the resale of any of the Investor’s Registrable Securities in such underwriting unless the Investor accepts the terms of the underwriting as agreed upon between the Company and its underwriters (including any lock-up agreements). If the underwriters in such offering advise the Company that, in their sole discretion, the number of securities requested to be included in the offering exceeds the number which can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the Registrable Securities of the Investor to be included in such offering shall be reduced to the extent necessary to reduce the total number of securities to be included in such offering to the number recommended by the underwriters.
SECTION 7.04. Obligations of the Company. Whenever required under this Article VII to effect the registration of any resales of Registrable Securities by the Investor, the Company shall, as expeditiously as reasonably possible:
(a) prepare and file with the SEC a registration statement with respect to such resales of Registrable Securities by the Investor and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of the Investor, keep such registration statement effective until the distribution contemplated in the registration statement has been completed;
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(b) prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement, as may be necessary to comply with the Securities Act in order to enable the disposition of all Registrable Securities covered by such registration statement;
(c) furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate the disposition of its Registrable Securities;
(d) use its commercially reasonable efforts to register and qualify the resale of Registered Securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Investor (provided that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);
(e) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;
(f) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on Nasdaq (or such securities exchange on which the Company then maintains its primary listing for the Registerable Securities) and each securities exchange and trading system (if any) on which similar securities issued by the Company are then listed;
(g) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration;
(h) promptly make available for inspection by the Investor, any underwriters participating in any disposition pursuant to such registration statement and any attorney or accountant or other agent retained by any such underwriter or selected by the Investor, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by the Investor or any such underwriter, attorney, accountant or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;
(i) notify the Investor, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and
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(j) after such registration statement becomes effective, notify the Investor of any request by the SEC that the Company amend or supplement such registration statement or prospectus.
SECTION 7.05. Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article VII with respect to resales of the Registrable Securities of the Investor that the Investor shall furnish to the Company such information regarding itself, the Registrable Securities held by it and the intended method of disposition of such securities as is reasonably required to effect the registration of the resale of the Investor’s Registrable Securities.
SECTION 7.06. Expenses of Registration. All expenses (other than Selling Expenses) incurred in connection with registrations, filings or qualifications pursuant to this Article VII, including all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the Investor (“Selling Holder Counsel”) shall be borne and paid by the Company. All Selling Expenses relating to resales of any Registrable Securities registered pursuant to this Article VII shall be borne and paid by the Investor. The Company shall have no obligation to pay Selling Expenses.
SECTION 7.07. Indemnification. If resales of any Registrable Securities are included in a registration statement under this Article VII:
(a) To the extent permitted by law, the Company will indemnify and hold harmless any underwriter (as defined in the Securities Act) for the Investor and each Person, if any, who controls such underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages, and the Company will pay to each such underwriter or controlling Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 7.07(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, nor shall the Company be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such underwriter or controlling Person expressly for use in connection with such registration except to the extent such information has been corrected in a subsequent writing prior to the sale of Registrable Securities to the Person asserting the claim.
(b) To the extent permitted by law, the Investor will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any) who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act) and any controlling Person of any such underwriter, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of the Investor expressly for use in connection with such registration and has not been corrected in a subsequent writing prior to the sale of Registrable Securities to the Person asserting the claim and the Investor will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 7.07(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Investor, which consent shall not be unreasonably withheld.
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(c) Promptly after receipt by an indemnified party under this Section 7.07 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7.07, give the indemnifying party written notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel reasonably satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such action. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution is sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party. The failure to give notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of any liability to the indemnified party under this Section 7.07 only to the extent that such failure materially prejudices the indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 7.07.
(d) If the indemnification provided for in this Section 7.07 is held by a court of competent jurisdiction to be unavailable to an indemnified party under Section 7.07(a) or Section 7.07(b) in respect of any Damages, then the indemnifying party and the indemnified party will each contribute to the aggregate losses, claims, damages, liabilities or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party in connection with the statements, omissions or other actions that resulted in such Damages, as well as to reflect any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided, however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
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(e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control; provided, however, that any matter expressly provided for or addressed by the foregoing provisions that is not expressly provided for or addressed by the underwriting agreement shall be controlled by the foregoing provisions.
(f) Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and the Investor under this Section 7.07 shall survive the completion of any offering of the resale of Registrable Securities in a registration under this Article VII, and otherwise shall survive the termination of this Agreement or any provisions of this Agreement.
SECTION 7.08. Suspension of Registration. In the event of a Material Disclosure Event at the time of the filing, initial effectiveness or continued use of a registration statement pursuant to this Article VII, the Company may, upon giving at least five days’ prior written notice of such action to the Investor, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement (a “Suspension”); provided, however, that, the Company shall not be permitted to exercise a Suspension (i) more than three times during any 12-month period or (ii) for a period exceeding 60 days on any one occasion. In the case of a Suspension, the Investor will suspend use of the applicable prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above. In connection with a demand registration pursuant Section 7.01 above, prior to the termination of any Suspension, the Investor will be entitled to withdraw its demand for registration (and such demand shall not count as a demand for purposes of this Article VII) and the Company shall cease all efforts to secure effectiveness of the applicable registration statement. The Company shall immediately notify the Investor upon the termination of any Suspension.
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ARTICLE VIII
Miscellaneous
SECTION 8.01. No Other Representations or Warranties. Each of the Investor and the Company acknowledges that, except for the representations and warranties expressly set forth in Article III and Article IV, none of the Investor, the Company or any other Person has made any express or implied representation or warranty, including with respect to the Investor, the Company, any of its Subsidiaries or their respective Affiliates or with respect to the accuracy or completeness of any other information provided, or made available, to the Investor, the Company or any of their respective Affiliates in connection with the Investor Purchase, and each of the Investor and the Company has not relied on any representation or warranty other than those expressly set forth in Article III or Article IV, as applicable.
SECTION 8.02. Notices. All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) on the date of delivery, if delivered personally or by e-mail prior to 5:00 p.m. in the place of delivery and such day is a Business Day; otherwise, the next Business Day, (ii) on the first Business Day following the date of dispatch if delivered express mail by a recognized overnight courier service or (iii) on the third Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address either party to this Agreement shall specify by notice given in accordance with this Section 8.02:
(a) if to the Company, to
Toro Corp.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol
Cyprus
Email: corporate@torocorp.com
Attention: Ioannis Lazaridis
with a copy to:
Sullivan & Cromwell LLP
1 New Fetter Lane
London EC4A 1AN
United Kingdom
Email: andronikosn@sullcrom.com
Attention: Nikolaos G. Andronikos
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and
Ince
Parry Kahn and Partners Law Office
Livanos Building
47-49 Akti Miaouli
Pireus 18536
Greece
Email : [●]
Attention : [●]
(b) if to the Investor,
Pani Corp.
80 Broad Street
Monrovia
Liberia
Email: [●]
Attention: [●]
with copies to:
Cravath, Swaine & Moore LLP
CityPoint
1 Ropemaker St
London EC2Y 9HR
United Kingdom
Email: [●]
Attention: [●]
and
Timagenis Law Firm
136, Notara Str. & 10, Filellinon Str.
185 36 Piraeus
Greece
Email: [●]
Attention: [●]
SECTION 8.03. Amendments; Waivers. (a) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by each of the Company and the Investor, or in the case of a waiver, by the party against whom the waiver is to be effective.
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(b) The failure of any party to this Agreement to assert any of its rights under this Agreement or otherwise shall not constitute a waiver of such rights nor shall any single or partial exercise by any party to this Agreement of any of its rights under this Agreement preclude any other or further exercise of such rights or any other rights under this Agreement. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or otherwise.
SECTION 8.04. Interpretation. When a reference is made in this Agreement to “Articles” or “Sections”, such reference shall be to an Article or Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The words “date hereof” shall refer to the date of this Agreement. The term “or” is not exclusive. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”. All references to “$” or “dollars” mean the lawful currency of the United States of America. The terms defined in the singular have a comparable meaning when used in the plural, and vice versa. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented. Except as expressly stated in this Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as amended, modified, supplemented or replaced from time to time (and, in the case of statutes, include any rules and regulations promulgated under the statute) and to any section of any statute, rule or regulation include any successor to the section. References to a Person are also to its successors and permitted assigns.
SECTION 8.05. Further Assurances. Each party hereto shall do and perform or cause to be done and performed all further acts and shall execute and deliver all other agreements, certificates, instruments and documents (excluding, for the avoidance of doubt, legal opinions) as the other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.
SECTION 8.06. Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other party hereto. Any purported assignment without such prior written consent shall be void. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.
SECTION 8.07. Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Purchased Shares for a period of one year from the Closing, provided that any representation and warranty in respect of which a claim has been brought by either party hereto before the expiration of such period shall survive until such claim is finally resolved.
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SECTION 8.08. Construction. The parties agree that each of them and their respective counsels have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. In addition, each and every reference to share prices and Common Shares in this Agreement shall be subject to adjustment for reverse and forward share splits, dividends, share combinations and other similar transactions of the Common Shares that occur after the date of this Agreement and prior to the Closing.
SECTION 8.09. Governing Law. Except to the extent specifically required by the BCA, this Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), directly or indirectly, shall be governed by, construed and enforced in accordance with the laws of the State of New York, including its statutes of limitations, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. The parties declare that it is their intention that this Agreement shall be regarded as made under the laws of the State of New York and that the laws of the State of New York shall be applied in interpreting its provisions in all cases where legal interpretation shall be required, except to the extent the BCA is specifically required by such act to govern the interpretation of this Agreement.
SECTION 8.10. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION 8.10.
SECTION 8.11. Consent to Jurisdiction; Enforcement. Each of the parties (a) consents to submit itself to the personal jurisdiction of the High Court of the Republic of the Marshall Islands, in the event any dispute arises out of this Agreement or any transaction contemplated hereby, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from such court, (c) irrevocably and unconditionally waives (and agrees not to plead or claim) any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or any transaction contemplated hereby in such court and (d) agrees that it will not bring any action relating to this Agreement or any transaction contemplated hereby in any court other than as stated in clause (a) above.
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SECTION 8.12. Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, representations and warranties, both written and oral, between the parties and/or their Affiliates with respect to the subject matter hereof. No provision of this Agreement shall confer upon any person other than the parties hereto any claim, cause of action, right or remedy hereunder.
SECTION 8.13. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable Law, such provision shall be deemed to be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provision were so excluded and shall be enforced in accordance with its terms to the maximum extent permitted by Law, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.
SECTION 8.14. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other parties, with the same effect as if the signatures were upon the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Subscription Agreement as of the day and year first above written.
| TORO CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Subscription Agreement]
| PANI CORP. | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Subscription Agreement]
Exhibit 5.1
 ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, DC 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
November 13, 2023
Toro Corp.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus
Re:
Toro Corp.
Ladies and Gentlemen:
We have acted as Marshall Islands counsel to Toro Corp. (the “Company”) in connection with the Company’s registration statement on Form F-3, including the prospectus contained therein, as filed on the date
hereof with the U.S. Securities and Exchange Commission (the “Commission”), and as thereafter amended or supplemented (the “Registration Statement”), relating to the registration under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), of the resale of up to an aggregate of 8,500,000 common shares, $0.001 per share, of the Company (the “Resale Shares”), which may be offered from time to time by Pani Corp. (the “Selling Shareholder”).
We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement and the prospectus contained therein, and (ii) such corporate documents and records of
the Company and such other instruments, certificates and documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. In such examinations, we have assumed the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to us as copies or drafts of documents to be executed, the genuineness of all signatures and the legal competence or capacity of persons or entities to complete the
execution of documents. As to various questions of fact that are material to the opinions hereinafter expressed, we have relied upon statements or certificates of public officials, directors and officers of the Company and others.
Based upon and subject to the foregoing, and having regard to such other legal considerations which we deem relevant, we are of the opinion that under the laws of the Republic of the Marshall Islands, the Resale
Shares have been duly authorized and are validly issued, fully paid and non-assessable.
This opinion is limited to the laws of the Republic of the Marshall Islands as in effect on the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and to the reference to us under the heading “Validity of Securities,” without admitting we are “experts” within the
meaning of the Securities Act or the rules and regulations of the Commission promulgated thereunder with respect to any part of the Registration Statement.
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Very truly yours,
/s/ Seward & Kissel LLP
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Exhibit 8.1
November 13, 2023
Toro Corp.
223 Christodoulou Chatzipavlou Street
Hawaii Royal Gardens
3036 Limassol, Cyprus.
Ladies and Gentlemen:
We have acted as your United States federal income tax counsel in connection with the filing of the Registration Statement on Form F-3 filed with the U.S. Securities and Exchange Commission under
the Securities Act of 1933 (the “Act”) on November 13, 2023, relating to the resale of common shares as described therein (the “Registration Statement”). Based on the facts as set forth in the Registration Statement and your annual report on Form
20-F for the fiscal year ended December 31, 2022 (the “Annual Report”), which is incorporated by reference into the Registration Statement, and in particular, on the representations, covenants, assumptions, conditions and qualifications described
in the Annual Report in the section entitled “Taxation”, we hereby confirm to you that, in our opinion, the statements of United States federal income tax law expressed in the Annual Report in the section
entitled “Taxation” and incorporated by reference into the Registration Statement, are accurate in all material respects, subject to the limitations set forth therein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Act.
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Very truly yours,
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|
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/s/ SULLIVAN & CROMWELL LLP
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated March 8, 2023, relating to the combined carve-out financial statements of Toro Corp. Predecessor, appearing in
the Annual Report on Form 20-F of Toro Corp. for the fiscal year ended December 31, 2022. 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
November 13, 2023
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form F-3 of our report dated March 8, 2023, relating to the
consolidated financial statements of Toro Corp., appearing in the Annual Report on Form 20-F of Toro Corp. for the fiscal year ended December 31, 2022. 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
November 13, 2023