Registration Statement No. 333 – ___________
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Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
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N/A
(I.R.S. Employer
Identification No.)
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Euroseas Ltd.
4 Messogiou & Evropis Street
151 24 Maroussi, Greece
001 30 211 1804005
(Address and telephone number of Registrant's principal executive offices)
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Seward & Kissel LLP
Attention: Lawrence Rutkowski, Esq.
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
(Name, address and telephone number of agent for service)
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Lawrence Rutkowski, Esq.
Anthony Tu-Sekine, Esq.
Seward & Kissel LLP
One Battery Park Plaza
New York, New York 10004
(212) 574-1200
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Title of Each Class of Securities to be Registered
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Amount to be
Registered
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Proposed Maximum
Offering Price Per Security
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Proposed Maximum
Aggregate Offering Price (2)
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Amount of
Registration Fee
|
Primary Offering
|
||||
Common Shares, par value $0.03 per share, including related preferred stock purchase rights (1), (3)
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||||
Preferred Shares, par value $0.01 per share (4)
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||||
Debt Securities (5)
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||||
Warrants (6)
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||||
Units (7)
|
||||
Primary Offering Total
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$400,000,000
|
$51,920 (8)
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Secondary Offering
|
||||
Common Shares, par value $0.03 per share to be offered by certain selling shareholders (1)
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2,369,950 (9)
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$2.17 (10)
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$5,143,976 (10)
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$668(11)
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TOTAL
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$405,143,976
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$52,588 (12)
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(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the common shares being registered hereunder include such
indeterminate number of shares as may be issuable as a result of stock splits, stock dividends or similar transactions or as a result of the operation of anti-dilutive provisions and adjustments to conversion ratios.
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(2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Pursuant to General
Instruction II(C) of Form F-3, the table does not specify by each class information as to the proposed maximum aggregate offering price. Any securities registered hereunder may be sold separately or as units with other securities
registered hereunder. In no event will the aggregate offering price of all securities sold by Euroseas Ltd. pursuant to this registration statement exceed $400,000,000.
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(3) |
Preferred stock purchase rights are not currently separable from the common stock and are not currently exercisable. The value attributable to the
preferred stock purchase rights, if any, will be reflected in the market price of the common stock.
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(4) |
There is being registered hereunder an indeterminate number of preferred shares as may from time to time be sold at indeterminate prices not to
exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
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(5) |
If any debt securities are issued at an original issue discount, then the offering may be in such greater principal amount as shall result in a
maximum aggregate offering price not to exceed the aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
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(6) |
There is being registered hereunder an indeterminate number of warrants as may from time to time be sold at indeterminate prices not to exceed the
aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement.
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(7) |
There is being registered hereunder an indeterminate number of units as may from time to time be sold at indeterminate prices not to exceed the
aggregate offering price of $400,000,000 for all securities sold by Euroseas Ltd. pursuant to this registration statement. Units may consist of any combination of the securities registered hereunder.
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(8) |
Determined in accordance with Section 6(b) of the Securities Act to be $51,920, which is equal to .0001298 multiplied by the proposed maximum
aggregate offering price of $400,000,000.
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(9) |
The amount of shares to be registered accounts includes 512,821 common shares that are issuable upon conversion of 8,000 Series B Preferred Shares owned by the Selling
Shareholders (based on the current conversion ratio).
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(10) |
Pursuant to Rule 457(c), the offering price and registration fee are computed on the average of the high and low prices for the common shares on
the Nasdaq Capital Market on March 11, 2020.
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(11) |
Determined in accordance with Section 6(b) of the Securities Act to be $668, which is equal to .0001298 multiplied by the proposed maximum
aggregate offering price of $5,143,976.
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(12) |
A registration fee of $46,648 has previously been paid with respect to securities that were previously registered under Euroseas Ltd.’s
registration statement on Form F-3 on September 27, 2011 (the “2011 F-3”) (File No. 333-177014) and were not sold thereunder. $43,706 of the registration fee paid in connection with the 2011 F-3 was subsequently applied to offset the
registration fee due with respect to securities that were previously registered under Euroseas Ltd.’s registration statement on Form F-3 filed on December 2, 2015 as amended on Form F-3/A filed on December 12, 2016 (File No. 333-208305)
(the “2016 F-3”). Pursuant to Rule 457(p) under the Securities Act, Euroseas Ltd. hereby offsets the registration fee of $52,588 required in connection with this registration statement by $43,706, representing the amount of the
registration fee associated with unsold securities under the 2016 F-3. Accordingly, the registration fee transmitted herewith is $8,882.
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PROSPECTUS SUMMARY
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1
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RISK FACTORS
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7
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USE OF PROCEEDS
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8
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SELLING SHAREHOLDERS
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9
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OUR CAPITALIZATION
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11
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DIVIDEND POLICY
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12
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PLAN OF DISTRIBUTION
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13
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DESCRIPTION OF CAPITAL STOCK
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15
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DESCRIPTION OF PREFERRED SHARES
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19
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DESCRIPTION OF WARRANTS
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20
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DESCRIPTION OF DEBT SECURITIES
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21
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DESCRIPTION OF UNITS
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27
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TAX CONSIDERATIONS
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28
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EXPENSES
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35
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EXPERTS
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35
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LEGAL MATTERS
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35
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WHERE YOU CAN FIND ADDITIONAL INFORMATION
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35
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GLOSSARY OF SHIPPING TERMS
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38
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• |
our future operating or financial results;
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• |
future, pending or recent acquisitions, joint ventures, business strategy, areas of possible expansion, and expected capital spending or operating expenses;
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container shipping industry trends, including charter rates and factors affecting vessel supply and demand;
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our financial condition and liquidity, including our ability to obtain additional financing in the future to fund capital expenditures, acquisitions and other general corporate activities;
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• |
availability of crew, number of off-hire days, drydocking requirements and insurance costs;
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• |
our expectations about the availability of vessels to purchase or the useful lives of our vessels;
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• |
our expectations relating to dividend payments and our ability to make such payments;
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• |
our ability to leverage to our advantage our manager's relationships and reputations in the container shipping industry;
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• |
changes in seaborne and other transportation patterns;
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• |
changes in governmental rules and regulations or actions taken by regulatory authorities;
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• |
potential liability from future litigation;
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• |
global and regional political conditions;
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acts of terrorism and other hostilities, including piracy; and
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other factors discussed in the section titled "Risk Factors."
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(*) |
Charter duration indicates the earliest redelivery date unless the contract rate is lower than the current market rate in which cases the latest redelivery date is assumed; vessels with the latest redelivery date shown are marked by
(***)
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(**) |
The CONTEX (Container Ship Time Charter Assessment Index) has been published by the Hamburg and Bremen Shipbrokers’ Association (VHBS) since October 2007. The CONTEX is a company-independent index of time charter rates for container
ships. It is based on assessments of the current day charter rates of six selected container ship types, which are representative of their size categories: Type 1,100 TEU and Type 1,700 TEU with a charter period of one year, and the Types
2,500, 2,700, 3,500 and 4,250 TEU all with a charter period of two years.
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(***) |
Latest redelivery date shown.
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• |
Experienced Management Team. Our management team has significant experience in all aspects of commercial, technical, operational and financial areas of our business. Aristides J. Pittas, our
Chairman and Chief Executive Officer, holds a dual graduate degree in Naval Architecture and Marine Engineering and Ocean Systems Management from the Massachusetts Institute of Technology. He has worked in various technical, shipyard and
ship management capacities and since 1991 has focused on the ownership and operation of vessels carrying dry cargoes. Dr. Anastasios Aslidis, our Chief Financial Officer, holds a Ph.D. in Ocean Systems Management also from the
Massachusetts Institute of Technology and has over 20 years of experience, primarily as a partner at a Boston based international consulting firm focusing on investment and risk management in the maritime industry.
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• |
Cost Efficient Vessel Operations. We believe that because of the efficiencies afforded to us through Eurobulk, the strength of our management team and the quality of our fleet, we are, and will
continue to be, a reliable, low cost vessel operator, without compromising our high standards of performance, reliability and safety. Despite the average age of our fleet being approximately 17.2 years on March 1, 2020 (excluding M/V
Manolis P., which we have agreed to sell), our total vessel operating expenses, including management fees and general and administrative expenses but excluding drydocking expenses were $6,294 per day for the year ended December 31, 2019.
We consider this amount to be among the lowest of the publicly listed containerships shipping
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companies in the United States. Our technical and operating expertise allows us to efficiently manage our fleet and minimize off-hire days. Our professional, well-trained masters, officers and onboard crews further help us to control
costs and ensure consistent vessel operating performance. We actively manage our fleet and strive to maximize operational and commercial utilization. For the year ended December 31, 2019, our operational fleet utilization was 99.9%, up from
96.0% in 2018, while our commercial utilization rate increased from 96.7% in 2018 to 99.2% in 2019. Our total fleet utilization rate in 2019 was 99.1%.
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Strong Relationships with Customers and Financial Institutions. We believe that we, Eurobulk and the Pittas family have developed strong industry relationships and gained acceptance with
charterers, lenders and insurers because of long-standing reputation for safe and reliable service and financial responsibility through various shipping cycles. Through Eurobulk, we offer reliable service and cargo carrying flexibility that
enables us to attract customers and obtain repeat business. We also believe that the established customer base and reputation of ourselves, Eurobulk and the Pittas family help us to secure favorable employment for our vessels with
well-known charterers.
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• |
Renew and Expand our Fleet. We expect to grow our fleet in a disciplined manner through timely and selective acquisitions of quality vessels. We perform in-depth technical review and financial
analysis of each potential acquisition and only purchase vessels as market opportunities present themselves. We focus on purchasing well-maintained secondhand vessels, newbuildings or newbuilding resales based on the evaluation of each
investment option at the time it is made. In January 2017, we sold one containership. In June, September, October and December 2017, we took delivery of five secondhand containerships while in December 2017, we sold one containership.
During 2019, we acquired eight containerships increasing our fleet by about 70% in terms of number of vessels and more than doubling it in terms of carrying capacity. More recently, in February 2020 we agreed to sell for scrap one of our
vessels.
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• |
Maintain Balanced Employment. We intend to employ our fleet on either longer term time charters, i.e. charters with duration of more than a year, or shorter-term time charters. We seek longer
term time charter employment to obtain adequate cash flow to cover as much as possible of our fleet’s recurring costs, consisting of vessel operating expenses, management fees, general and administrative expenses, interest expense and
drydocking costs for the upcoming 12-month period. When we expect charter rates to improve we try to increase the percentage of our fleet employed in shorter term contracts (allowing us to take advantage of higher rates in the future),
while when we expect the market to weaken we try to increase the percentage of our fleet employed in longer term contracts (allowing us to take advantage of higher current rates). We believe this balanced employment strategy provides us
with more predictable operating cash flows and sufficient downside protection, while allowing us to participate in the potential upside of the short-term time charter market during periods of rising charter rates. As of March 1, 2020, on
the basis of our existing time charters, approximately 52% of our vessel capacity in the remainder of 2020 and approximately 10% in 2021 are under time charter contracts, which will ensure employment of a portion of our fleet, partly
protect us from market fluctuations and increase our ability to make principal and interest payments on our debt and, possibly, pay dividends to our shareholders.
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• |
Optimize Use of Financial Leverage. We intend to use bank debt to partly fund our vessel acquisitions and increase financial returns for our shareholders. We actively assess the level of debt we
incur in light of our ability to repay that debt based on the level of cash flow generated from our balanced chartering strategy and efficient operating cost structure. Our debt repayment schedule as of December 31, 2019 calls for a
reduction of about 19% of our debt by the end of 2020 and an additional reduction of about 12% by the end of 2021 for a total reduction of 31% over the next two years, excluding a balloon payment due at the end of 2021 that we intend to
refinance and excluding any new debt that may assume. As our debt is being repaid we expect that our ability to raise or borrow additional funds more cheaply in order to grow our fleet and generate better returns for our shareholders will
increase.
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Name of Selling Shareholder
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Common Shares Owned Before Offering (1)(2)
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Percentage of Class Prior to the Offering (3)
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Total Common Shares Offered Hereby
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Common Shares Owned Following the Offering
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Percentage of Class Following the Offering
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Tennenbaum Opportunities Partners V, LP (4)
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76,050
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1.2
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%(4)
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75,050
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0
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0
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%
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|||||||||||||
Tennenbaum Opportunities Fund VI, LLC (4)
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314,976
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5.2
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%(4)
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315,976
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0
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0
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%
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|||||||||||||
Friends Investment Company Inc. (5)
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481,255
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7.9
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%(5)
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470,131
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0
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0
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%
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|||||||||||||
Preferred Friends Investment Company Inc. (6)
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234,295
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3.8
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%(6)
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234,295
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0
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0
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%
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Family United Navigation Company (7)
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89,779
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1.5
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%(7)
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69,978
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0
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0
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%
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|||||||||||||
Synergy Holdings Ltd (8)
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528,169
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8.6
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%(8)
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528,169
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0
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0
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%
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|||||||||||||
Diamantis Shareholders Ltd (9)
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243,451
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4.0
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%(9)
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243,451
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0
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0
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%
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C.S. CAMPBELL SHIPPING (CYPRUS) LIMITED (10)
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231,338
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3.8
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%(10)
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231,338
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0
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0
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%
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|||||||||||||
Rennaissance Bridge Ltd (11)
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77,113
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1.3
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%(11)
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77,113
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0
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0
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%
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|||||||||||||
Nikolaos Pithis (12)
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32,659
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0.5
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%(12)
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32,659
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0
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0
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%
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|||||||||||||
Bentech Investment Ltd (13)
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25,705
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0.4
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%(13)
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25,705
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0
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0
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%
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|||||||||||||
Alexandros Kapellaris (14)
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19,279
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0.3
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%(14)
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19,279
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0
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0
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%
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|||||||||||||
Markos Vassilikos (15)
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15,881
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0.3
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%(15)
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15,881
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0
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0
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%
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|||||||||||||
Total
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2,369,950
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38.8
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%
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2,369,950
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0
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0
|
%
|
|
o |
one or more block trades in which a broker-dealer will attempt to sell the shares as agent, but may reposition and resell a portion of the block, as principal, in order to facilitate the transaction;
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|
o |
purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
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o |
ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
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|
o |
underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;
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|
o |
an exchange distribution in accordance with the rules of the applicable exchange;
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|
o |
broker-dealers, who may agree with us or the Selling Shareholders to sell a specified number of such shares at a stipulated price per share;
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|
o |
public or privately negotiated transactions;
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|
o |
short sales effected after the date the registration statement of which this prospectus is a part is declared effective by the Commission;
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|
o |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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|
o |
trading plans entered into by us or a Selling Shareholder pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are in place at the time of an offering pursuant to this prospectus and
any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
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|
o |
any combination of the foregoing; or
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|
o |
any other method permitted pursuant to applicable law.
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• |
the title of such warrants;
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• |
the aggregate number of such warrants;
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• |
the price or prices at which such warrants will be issued;
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• |
the currency or currencies, in which the price of such warrants will be payable;
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• |
the securities or other rights, including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or
indices, or any combination of the foregoing, purchasable upon exercise of such warrants;
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• |
the price at which and the currency or currencies, in which the securities or other rights purchasable upon exercise of such warrants may be purchased;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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if applicable, a discussion of any material United States Federal income tax considerations; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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the designation, aggregate principal amount and authorized denominations;
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• |
the issue price, expressed as a percentage of the aggregate principal amount;
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the maturity date;
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• |
the interest rate per annum, if any;
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• |
if the offered debt securities provide for interest payments, the date from which interest will accrue, the dates on which interest will be payable, the
date on which payment of interest will commence and the regular record dates for interest payment dates;
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any optional or mandatory sinking fund provisions or conversion or exchangeability provisions;
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the date, if any, after which and the price or prices at which the offered debt securities may be optionally redeemed or must be mandatorily redeemed and
any other terms and provisions of optional or mandatory redemptions;
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whether the debt securities are convertible and the terms of such conversion;
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if other than denominations of $1,000 and any integral multiple thereof, the denominations in which offered debt securities of the series will be issuable;
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if other than the full principal amount, the portion of the principal amount of offered debt securities of the series which will be payable upon acceleration or provable in bankruptcy;
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any events of default not set forth in this prospectus;
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the currency or currencies, including composite currencies, in which principal, premium and interest will be payable, if other than the currency of the
United States;
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if principal, premium or interest is payable, at our election or at the election of any holder, in a currency other than that in which the offered debt
securities of the series are stated to be payable, the period or periods within which, and the terms and conditions upon which, the election may be made;
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whether interest will be payable in cash or additional securities at our or the holder's option and the terms and conditions upon which the election may
be made;
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if denominated in a currency or currencies other than the currency of the United States, the equivalent price in the currency of the United States for
purposes of determining the voting rights of holders of those debt securities under the applicable indenture;
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• |
if the amount of payments of principal, premium or interest may be determined with reference to an index, formula or other method based on a coin or
currency other than that in which the offered debt securities of the series are stated to be payable, the manner in which the amounts will be determined;
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any restrictive covenants or other material terms relating to the offered debt securities, which may not be inconsistent with the applicable indenture;
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whether the offered debt securities will be issued in the form of global securities or certificates in registered form;
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any terms with respect to subordination;
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• |
any listing on any securities exchange or quotation system; and
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• |
additional provisions, if any, related to defeasance and discharge of the offered debt securities.
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• |
the principal, premium, if any, interest and any other amounts owing in respect of our indebtedness for money borrowed and indebtedness evidenced by securities, notes, debentures, bonds or
other similar instruments issued by us, including the senior debt securities or letters of credit;
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• |
all capitalized lease obligations;
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• |
all hedging obligations;
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• |
all obligations representing the deferred purchase price of property; and
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• |
all deferrals, renewals, extensions and refundings of obligations of the type referred to above;
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• |
subordinated debt securities; and
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• |
any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, our subordinated debt securities.
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• |
the ability of us or our subsidiaries to incur either secured or unsecured debt, or both;
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• |
the ability to make certain payments, dividends, redemptions or repurchases;
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• |
our ability to create dividend and other payment restrictions affecting our subsidiaries;
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• |
our ability to make investments;
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• |
mergers and consolidations by us or our subsidiaries;
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• |
sales of assets by us;
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• |
our ability to enter into transactions with affiliates;
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• |
our ability to incur liens; and
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• |
sale and leaseback transactions.
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• |
changes the amount of securities whose holders must consent to an amendment, supplement or waiver;
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• |
reduces the rate of or changes the interest payment time on any security or alters its redemption provisions (other than any alteration to any such
section which would not materially adversely affect the legal rights of any holder under the indenture) or the price at which we are required to offer to purchase the securities;
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• |
reduces the principal or changes the maturity of any security or reduce the amount of, or postpone the date fixed for, the payment of any sinking
fund or analogous obligation;
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• |
waives a default or event of default in the payment of the principal of or interest, if any, on any security (except a rescission of acceleration of
the securities of any series by the holders of at least a majority in principal amount of the outstanding securities of that series and a waiver of the payment default that resulted from such acceleration);
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• |
makes the principal of or interest, if any, on any security payable in any currency other than that stated in the security;
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• |
makes any change with respect to holders' rights to receive principal and interest, the terms pursuant to which defaults can be waived, certain
modifications affecting shareholders or certain currency-related issues; or
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• |
waives a redemption payment with respect to any security or change any of the provisions with respect to the redemption of any securities,
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• |
default in any payment of interest when due which continues for 30 days;
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• |
default in any payment of principal or premium when due;
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• |
default in the deposit of any sinking fund payment when due;
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• |
default in the performance of any covenant in the debt securities or the applicable indenture which continues for 60 days after we receive notice of the
default;
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• |
default under a bond, debenture, note or other evidence of indebtedness for borrowed money by us or our subsidiaries (to the extent we are directly
responsible or liable therefor) having a principal amount in excess of a minimum amount set forth in the applicable subsequent filing, whether such indebtedness now exists or is hereafter created, which default shall have resulted in
such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such acceleration having been rescinded or annulled or cured within 30 days after we receive
notice of the default; and
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• |
events of bankruptcy, insolvency or reorganization.
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|
• |
the depository for such global securities notifies us that it is unwilling or unable to continue as depository or such depository ceases to be a clearing agency registered under the Exchange Act
and, in either case, a successor depository is not appointed by us within 90 days after we receive the notice or become aware of the ineligibility;
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|
• |
we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
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• |
there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series.
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• |
the terms of the units and of the warrants, debt securities, preferred shares and common shares comprising the units, including whether and under what circumstances the securities comprising the
units may be traded separately;
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• |
a description of the terms of any unit agreement governing the units;
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|
• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
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• |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
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• |
the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common shares;
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|
• |
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be "qualified dividend income"; and
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|
• |
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would
be imposed with respect to the resulting tax attributable to each such other taxable year.
|
|
• |
the gain is effectively connected with the Non-United States Holder's conduct of a trade or business in the United States (and, if the Non-United States Holder is entitled to the benefits of a United States income tax treaty with
respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States Holder in the United States); or
|
|
• |
the Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
|
|
• |
fail to provide an accurate taxpayer identification number;
|
|
• |
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your United States federal income tax returns; or
|
|
• |
in certain circumstances, fail to comply with applicable certification requirements.
|
SEC registration fee
|
$
|
0
|
||
FINRA fee
|
$
|
500 |
|
|
Legal fees and expenses
|
$
|
*
|
||
Accounting fees and expenses
|
$
|
*
|
||
Indenture trustee fees and expenses
|
$
|
*
|
||
Rating agency fees
|
$
|
*
|
||
Transfer Agent fees
|
$
|
*
|
||
Miscellaneous
|
$
|
*
|
||
Total
|
$
|
500
|
*
|
* |
To be updated, if necessary, by amendment, supplement or as an exhibit to Report on Form 6-K that is incorporated by reference in this registration statement.
|
|
• |
Our Annual Report on Form 20-F for the year ended December 31, 2018, filed with the Commission on April 25, 2019, which contains our
audited consolidated financial statements for the most recent fiscal year for which those statements have been filed. As a result of a one-for-eight reverse stock split of our issued and outstanding common shares effective at the close of
trading on December 18, 2019, we are required to retrospectively restate share information and earnings /loss per share. In addition, there was a reclassification from common stock to additional
|
|
|
paid in capital. There was no impact on net income/(loss) available to common shareholders as previously reported or any prior amounts reported on the consolidated statements of operations, the consolidated statements of cash flows or on
assets, liabilities, mezzanine equity and total shareholders’ equity in the balance sheet. The earnings/loss per share, weighted average number of common stock and the amount of common stock presented in the Selected Financial Data for the
years ended December 31, 2014 – 2018 has been updated to reflect the one-for-eight reverse stock split of our issued and outstanding common shares effective at the close of trading on December 18, 2019 as set forth in the table below:
|
(All amounts, except share data, expressed in U.S. Dollars )
|
Year Ended December 31,
|
|||||||||||||||||||
Statement of Operations Data
|
2014
|
2015
|
2016
|
2017
|
2018
|
|||||||||||||||
Loss per share attributable to common shareholders –basic and diluted, continuing operations
|
$
|
(25.44
|
)
|
$
|
(13.92
|
)
|
$
|
(35.04
|
)
|
$
|
(6.32
|
)
|
$
|
(1.44
|
)
|
|||||
Weighted average number of shares outstanding during the year, basic and diluted
|
684,927
|
801,349
|
1,020,713
|
1,383,441
|
1,414,775
|
|||||||||||||||
(All amounts, except share data, expressed in U.S. Dollars )
|
As of December 31,
|
|||||||||||||||||||
BALANCE SHEET DATA
|
2014(1)
|
2015(1)
|
2016(1)
|
2017(1)
|
2018(1)
|
|||||||||||||||
Common stock
|
$
|
21,434
|
$
|
30,734
|
$
|
40,785
|
$
|
42,279
|
$
|
46,934
|
|
• |
Exhibit 1 to our Report of Foreign Private Issuer on Form 6-K filed with the Commission on
September 17, 2019, which contains Management’s Discussion and Analysis of Financial Condition and Results of Operations and unaudited interim condensed consolidated financial statements and related information of the Company as of and
for the six-month period ended June 30, 2019.
|
|
• |
Our Report of Foreign Private Issuer on Form 6-K filed with the Commission on June 24, 2019,
which contains the results of the Company’s 2019 Annual General Meeting, held on June 21, 2019.
|
|
• |
Exhibit 3.1 to our Report of Foreign Private Issuer on Form 6-K filed with the Commission on
May 28, 2019, which contains the Company’s Statement of Designation of the Rights, Preferences and Privileges of Series C Participating Preferred Stock of Euroseas Ltd.
|
|
• |
Exhibit 99.1 to our Report of Foreign Private Issuer on Form 6-K filed with the Commission on
March 5, 2020, which contains the results of the Company’s Amended and Restated Statement of Designation of the Rights, Preferences and Privileges of Series B Convertible Perpetual Preferred Shares of Euroseas Ltd.
|
Item 8. |
Indemnification of Directors and Officers.
|
Item 9. |
Exhibits.
|
Item 10. |
Undertakings.
|
|
(a) |
Under Rule 415 of the Securities Act,
|
|
(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement unless the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a
form of a prospectus filed pursuant to Rule 424(b) that is part of the registration statement;
|
|
(i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
|
|
(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.
|
|
(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(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 Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial
statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing,
with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act of 1933 or Rule 3-19 under the Securities
Act of 1933 if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Form F-3.
|
|
(5)(i) |
That, for the purpose of determining any liability under the Securities Act of 1933, as amended, to any purchaser;
|
|
(A) |
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this Registration Statement as of the date the filed prospectus was deemed part of and included in this Registration Statement; and
|
|
(B) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose
of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
|
(6) |
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of
securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
|
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
(b) |
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c)–(d) |
Not applicable.
|
|
(e) |
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus
to provide such interim financial information.
|
|
(f)–(g) |
Not applicable.
|
|
(h) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
|
|
(i) |
Not applicable.
|
|
(j) |
The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
|
|
(k) |
Not applicable.
|
EUROSEAS LTD.
|
By:
|
/s/ Aristides J. Pittas
|
||
Name:
|
Aristides J. Pittas
|
||
Title:
|
President and Chief Executive Officer
|
Signature
|
Title
|
Date
|
|
/s/ Aristides J. Pittas
|
Chairman of the Board of Directors,
|
March 12, 2020
|
|
Aristides J. Pittas
|
President, Chief Executive Officer
|
||
(Principal Executive Officer)
|
|||
/s/ Dr. Anastasios Aslidis
|
Chief Financial Officer, Treasurer and Director
|
March 12, 2020
|
|
Dr. Anastasios Aslidis
|
(Principal Financial and Accounting Officer)
|
||
/s/ Aristides P. Pittas
|
Vice Chairman and Director
|
March 12, 2020
|
|
Aristides P. Pittas
|
|||
/s/ Apostolos Tamvakakis
|
Director
|
March 12, 2020
|
|
Apostolos Tamvakakis
|
|||
/s/ Panagiotis Kyriakopoulos
|
Director
|
March 12, 2020
|
|
Panagiotis Kyriakopoulos
|
|||
/s/ George Taniskidis
|
Director
|
March 12, 2020
|
|
George Taniskidis
|
|||
/s/ Christian Donohue
|
Director
|
March 12, 2020
|
|
Christian Donohue
|
|||
/s/ Andreas Papathomas
|
Director
|
March 12, 2020
|
|
Andreas Papathomas
|
By:
|
/s/ Dr. Anastasios Aslidis
|
||
Name: Dr. Anastasios Aslidis
|
|||
Authorized Representative in the United States
|
|||
Exhibits
|
Description of Exhibits
|
1.1
|
Form of Underwriting Agreement *
|
3.1
|
|
3.2
|
|
3.3
|
|
4.1
|
|
4.2
|
Specimen preferred share certificate *
|
4.3
|
Form of warrant agreement *
|
4.4
|
Form of unit agreement *
|
4.5
|
|
4.6
|
|
4.7
|
|
4.8
|
|
4.9
|
|
4.10
|
|
4.11
|
|
5.1
|
|
8.1
|
|
23.1
|
|
23.2
|
|
24.1
|
|
25.1
|
Form of T-1 Statement of Eligibility (senior indenture) *
|
25.2
|
Form of T-1 Statement of Eligibility (subordinated indenture) *
|
* |
To be filed as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
|
(1) |
Incorporated herein by reference to Exhibit 3.1 to the Company's Annual Report on Form 20-F filed with the Commission on May 27, 2011.
|
(2) |
Incorporated herein by reference to Exhibit 1.2 to the Company's Annual Report on Form 20-F filed with the Commission on May 28, 2010.
|
(3) |
Incorporated herein by reference to Exhibit 1.4 to the Company's Annual Report on Form 20-F filed with the Commission on May 28, 2010.
|
(4) |
Incorporated herein by reference to Exhibit 4.1 to the Company's Registration Statement (File No. 333-152089) filed with the Commission on July 2, 2008.
|
(5) |
Incorporated herein by reference to Exhibit 99.1 to the Company's report on Form 6-K filed with the Commission on March 5, 2020.
|
(6) |
Incorporated herein by reference to Exhibit 3.1 to the Company's report on Form 6-K filed with the Commission on May 27, 2019.
|
(7) |
Incorporated herein by reference to Exhibit 4.1 to the Company's report on Form 6-K filed with the Commission on May 27, 2019.
|
(8) |
Incorporated herein by reference to Exhibit 99.4 to the Company’s report on Form 6-K filed with the Commission on March 18, 2014.
|
(9) |
Incorporated herein by reference to Exhibit 2.8 to the Company’s Annual Report on Form 20-F filed with the Commission on April 7, 2017.
|
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
SECTION 1.01. Definitions.
|
1
|
SECTION 1.02. Other Definitions.
|
5
|
SECTION 1.03. Incorporation by Reference of Trust Indenture
Act.
|
5
|
SECTION 1.04. Rules of Construction.
|
6
|
ARTICLE II THE SECURITIES
|
6
|
SECTION 2.01. Issuable in Series.
|
6
|
SECTION 2.02. Establishment of Terms of Series of Securities.
|
7
|
SECTION 2.03. Execution and Authentication.
|
9
|
SECTION 2.04. Registrar and Paying Agent.
|
10
|
SECTION 2.05. Paying Agent to Hold Money in Trust.
|
10
|
SECTION 2.06. Securityholder Lists.
|
11
|
SECTION 2.07. Transfer and Exchange.
|
11
|
SECTION 2.08. Mutilated, Destroyed, Lost and Stolen
Securities.
|
12
|
SECTION 2.09. Outstanding Securities.
|
12
|
SECTION 2.10. Treasury Securities.
|
13
|
SECTION 2.11. Temporary Securities.
|
13
|
SECTION 2.12. Cancellation.
|
13
|
SECTION 2.13. Defaulted Interest.
|
14
|
SECTION 2.14. Global Securities.
|
14
|
SECTION 2.15. CUSIP Numbers.
|
15
|
ARTICLE III REDEMPTION
|
15
|
SECTION 3.01. Notice to Trustee.
|
15
|
SECTION 3.02. Selection of Securities to be Redeemed.
|
15
|
SECTION 3.03. Notice of Redemption.
|
16
|
SECTION 3.04. Effect of Notice of Redemption.
|
16
|
SECTION 3.05. Deposit of Redemption Price.
|
17
|
SECTION 3.06. Securities Redeemed in Part.
|
17
|
ARTICLE IV COVENANTS
|
17
|
SECTION 4.01. Payment of Principal and Interest.
|
17
|
SECTION 4.02. SEC Reports.
|
17
|
SECTION 4.03. Compliance Certificate.
|
18
|
SECTION 4.04. Stay, Extension and Usury Laws.
|
19
|
SECTION 4.05. Corporate Existence.
|
19
|
SECTION 4.06. Taxes.
|
19
|
SECTION 4.07. Additional Interest Notice.
|
19
|
SECTION 4.08. Further Instruments and Acts.
|
19
|
ARTICLE V SUCCESSORS
|
20
|
SECTION 5.01. When Company May Merge, Etc.
|
20
|
SECTION 5.02. Successor Corporation Substituted.
|
20
|
ARTICLE VI DEFAULTS AND REMEDIES
|
20
|
SECTION 6.01. Events of Default.
|
20
|
SECTION 6.02. Acceleration of Maturity; Rescission and
Annulment.
|
22
|
SECTION 6.03. Collection of Indebtedness and Suits for
Enforcement by Trustee.
|
24
|
SECTION 6.04. Trustee May File Proofs of Claim.
|
24
|
SECTION 6.05. Trustee May Enforce Claims Without Possession of
Securities.
|
25
|
SECTION 6.06. Application of Money Collected.
|
25
|
SECTION 6.07. Limitation on Suits.
|
25
|
SECTION 6.08. Unconditional Right of Holders to Receive
Principal and Interest.
|
26
|
SECTION 6.09. Restoration of Rights and Remedies.
|
26
|
SECTION 6.10. Rights and Remedies Cumulative.
|
26
|
SECTION 6.11. Delay or Omission Not Waiver.
|
26
|
SECTION 6.12. Control by Holders.
|
27
|
SECTION 6.13. Waiver of Past Defaults.
|
27
|
SECTION 6.14. Undertaking for Costs.
|
27
|
ARTICLE VII TRUSTEE
|
28
|
SECTION 7.01. Duties of Trustee.
|
28
|
SECTION 7.02. Rights of Trustee.
|
29
|
SECTION 7.03. Individual Rights of Trustee.
|
30
|
SECTION 7.04. Trustee's Disclaimer.
|
30
|
SECTION 7.05. Notice of Defaults.
|
30
|
SECTION 7.06. Reports by Trustee to Holders.
|
30
|
SECTION 7.07. Compensation and Indemnity.
|
31
|
SECTION 7.08. Replacement of Trustee.
|
31
|
SECTION 7.09. Successor Trustee by Merger, etc.
|
32
|
SECTION 7.10. Eligibility; Disqualification.
|
32
|
SECTION 7.11. Preferential Collection of Claims Against
Company.
|
33
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
33
|
SECTION 8.01. Satisfaction and Discharge of Indenture.
|
33
|
SECTION 8.02. Application of Trust Funds; Indemnification.
|
34
|
SECTION 8.03. Legal Defeasance of Securities of any Series.
|
35
|
SECTION 8.04. Covenant Defeasance.
|
36
|
SECTION 8.05. Repayment to Company.
|
37
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
37
|
SECTION 9.01. Without Consent of Holders.
|
37
|
SECTION 9.02. With Consent of Holders.
|
38
|
SECTION 9.03. Limitations.
|
39
|
SECTION 9.04. Compliance with Trust Indenture Act.
|
39
|
SECTION 9.05. Revocation and Effect of Consents.
|
40
|
SECTION 9.06. Notation on or Exchange of Securities.
|
40
|
SECTION 9.07. Trustee Protected.
|
40
|
SECTION 9.08. Effect of Supplemental Indenture.
|
40
|
ARTICLE X MISCELLANEOUS
|
41
|
SECTION 10.01. Trust Indenture Act Controls.
|
41
|
SECTION 10.02. Notices.
|
41
|
SECTION 10.03. Communication by Holders with Other Holders.
|
42
|
SECTION 10.04. Certificate and Opinion as to Conditions
Precedent.
|
42
|
SECTION 10.05. Statements Required in Certificate or Opinion.
|
42
|
SECTION 10.06. Record Date for Vote or Consent of Holders.
|
43
|
SECTION 10.07. Rules by Trustee and Agents.
|
43
|
SECTION 10.08. Legal Holidays.
|
43
|
SECTION 10.09. No Recourse Against Others.
|
43
|
SECTION 10.10. Counterparts.
|
43
|
SECTION 10.11. Governing Laws and Submission to Jurisdiction.
|
44
|
SECTION 10.12. No Adverse Interpretation of Other Agreements.
|
44
|
SECTION 10.13. Successors.
|
44
|
SECTION 10.14. Severability.
|
44
|
SECTION 10.15. Table of Contents, Headings, Etc.
|
44
|
SECTION 10.16. Securities in a Foreign Currency or in ECU.
|
45
|
SECTION 10.17. Judgment Currency.
|
45
|
SECTION 10.18. Compliance with Applicable Anti-Terrorism and
Money Laundering Regulations.
|
46
|
ARTICLE XI SINKING FUNDS
|
46
|
SECTION 11.01. Applicability of Article.
|
46
|
SECTION 11.02. Satisfaction of Sinking Fund Payments with
Securities.
|
47
|
SECTION 11.03. Redemption of Securities for Sinking Fund.
|
47
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
TERM
|
DEFINED IN SECTION
|
"Applicable Law"
|
10.18
|
"Event of Default"
|
6.01
|
"Instrument"
|
6.01
|
"Journal"
|
10.16
|
"Judgment Currency"
|
10.17
|
"Legal Holiday"
|
10.08
|
"mandatory sinking fund payment"
|
11.01
|
"Market Exchange Rate"
|
10.16
|
"New York Banking Day"
|
10.17
|
"optional sinking fund payment"
|
11.01
|
"Paying Agent"
|
2.04
|
"Registrar"
|
2.04
|
"Required Currency"
|
10.17
|
"successor person"
|
5.01
|
"Temporary Securities"
|
2.11
|
SECTION 10.18. | Compliance with Applicable Anti-Terrorism and Money Laundering Regulations. |
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
|
1
|
SECTION 1.01. Definitions.
|
1
|
SECTION 1.02. Other Definitions.
|
5
|
SECTION 1.03. Incorporation by Reference of Trust Indenture Act.
|
5
|
SECTION 1.04. Rules of Construction.
|
5
|
ARTICLE II THE SECURITIES
|
5
|
SECTION 2.01. Issuable in Series.
|
5
|
SECTION 2.02. Establishment of Terms of Series of Securities.
|
6
|
SECTION 2.03. Execution and Authentication.
|
7
|
SECTION 2.04. Registrar and Paying Agent.
|
8
|
SECTION 2.05. Paying Agent to Hold Money in Trust.
|
8
|
SECTION 2.06. Securityholder Lists.
|
9
|
SECTION 2.07. Transfer and Exchange.
|
9
|
SECTION 2.08. Mutilated, Destroyed, Lost and Stolen Securities.
|
9
|
SECTION 2.09. Outstanding Securities.
|
10
|
SECTION 2.10. Treasury Securities.
|
10
|
SECTION 2.11. Temporary Securities.
|
11
|
SECTION 2.12. Cancellation.
|
11
|
SECTION 2.13. Defaulted Interest.
|
11
|
SECTION 2.14. Global Securities.
|
11
|
SECTION 2.15. CUSIP Numbers.
|
13
|
ARTICLE III REDEMPTION
|
13
|
SECTION 3.01. Notice to Trustee.
|
13
|
SECTION 3.02. Selection of Securities to be Redeemed.
|
13
|
SECTION 3.03. Notice of Redemption.
|
14
|
SECTION 3.04. Effect of Notice of Redemption.
|
14
|
SECTION 3.05. Deposit of Redemption Price.
|
14
|
SECTION 3.06. Securities Redeemed in Part.
|
14
|
ARTICLE IV COVENANTS
|
14
|
SECTION 4.01. Payment of Principal and Interest.
|
14
|
SECTION 4.02. SEC Reports.
|
15
|
SECTION 4.03. Compliance Certificate.
|
15
|
SECTION 4.04. Stay, Extension and Usury Laws.
|
16
|
SECTION 4.05. Corporate Existence.
|
16
|
SECTION 4.06. Taxes.
|
16
|
SECTION 4.07. Additional Interest Notice.
|
16
|
SECTION 4.08. Further Instruments and Acts.
|
16
|
ARTICLE V SUCCESSORS
|
17
|
SECTION 5.01. When Company May Merge, Etc.
|
17
|
SECTION 5.02. Successor Corporation Substituted.
|
17
|
ARTICLE VI DEFAULTS AND REMEDIES
|
17
|
SECTION 6.01. Events of Default.
|
17
|
SECTION 6.02. Acceleration of Maturity; Rescission and Annulment.
|
19
|
SECTION 6.03. Collection of Indebtedness and Suits for Enforcement by Trustee.
|
20
|
SECTION 6.04. Trustee May File Proofs of Claim.
|
20
|
SECTION 6.05. Trustee May Enforce Claims Without Possession of Securities.
|
21
|
SECTION 6.06. Application of Money Collected.
|
21
|
SECTION 6.07. Limitation on Suits.
|
21
|
SECTION 6.08. Unconditional Right of Holders to Receive Principal and Interest.
|
22
|
SECTION 6.09. Restoration of Rights and Remedies.
|
22
|
SECTION 6.10. Rights and Remedies Cumulative.
|
22
|
SECTION 6.11. Delay or Omission Not Waiver.
|
22
|
SECTION 6.12. Control by Holders.
|
23
|
SECTION 6.13. Waiver of Past Defaults.
|
23
|
SECTION 6.14. Undertaking for Costs.
|
23
|
ARTICLE VII TRUSTEE
|
23
|
SECTION 7.01. Duties of Trustee.
|
23
|
SECTION 7.02. Rights of Trustee.
|
25
|
SECTION 7.03. Individual Rights of Trustee.
|
25
|
SECTION 7.04. Trustee's Disclaimer.
|
25
|
SECTION 7.05. Notice of Defaults.
|
25
|
SECTION 7.06. Reports by Trustee to Holders.
|
26
|
SECTION 7.07. Compensation and Indemnity.
|
26
|
SECTION 7.08. Replacement of Trustee.
|
27
|
SECTION 7.09. Successor Trustee by Merger, etc.
|
27
|
SECTION 7.10. Eligibility; Disqualification.
|
28
|
SECTION 7.11. Preferential Collection of Claims Against Company.
|
28
|
ARTICLE VIII SATISFACTION AND DISCHARGE; DEFEASANCE
|
28
|
SECTION 8.01. Satisfaction and Discharge of Indenture.
|
28
|
SECTION 8.02. Application of Trust Funds; Indemnification.
|
29
|
SECTION 8.03. Legal Defeasance of Securities of any Series.
|
29
|
SECTION 8.04. Covenant Defeasance.
|
31
|
SECTION 8.05. Repayment to Company.
|
32
|
ARTICLE IX AMENDMENTS AND WAIVERS
|
32
|
SECTION 9.01. Without Consent of Holders.
|
32
|
SECTION 9.02. With Consent of Holders.
|
32
|
SECTION 9.03. Limitations.
|
33
|
SECTION 9.04. Compliance with Trust Indenture Act.
|
33
|
SECTION 9.05. Revocation and Effect of Consents.
|
34
|
SECTION 9.06. Notation on or Exchange of Securities.
|
34
|
SECTION 9.07. Trustee Protected.
|
34
|
SECTION 9.08. Effect of Supplemental Indenture.
|
34
|
ARTICLE X MISCELLANEOUS
|
34
|
SECTION 10.01. Trust Indenture Act Controls.
|
34
|
SECTION 10.02. Notices.
|
35
|
SECTION 10.03. Communication by Holders with Other Holders.
|
35
|
SECTION 10.04. Certificate and Opinion as to Conditions Precedent.
|
36
|
SECTION 10.05. Statements Required in Certificate or Opinion.
|
36
|
SECTION 10.06. Record Date for Vote or Consent of Holders.
|
36
|
SECTION 10.07. Rules by Trustee and Agents.
|
36
|
SECTION 10.08. Legal Holidays.
|
37
|
SECTION 10.09. No Recourse Against Others.
|
37
|
SECTION 10.10. Counterparts.
|
37
|
SECTION 10.11. Governing Laws and Submission to Jurisdiction.
|
37
|
SECTION 10.12. No Adverse Interpretation of Other Agreements.
|
37
|
SECTION 10.13. Successors.
|
37
|
SECTION 10.14. Severability.
|
38
|
SECTION 10.15. Table of Contents, Headings, Etc.
|
38
|
SECTION 10.16. Securities in a Foreign Currency or in ECU.
|
38
|
SECTION 10.17. Judgment Currency.
|
38
|
SECTION 10.18. Compliance with Applicable Anti-Terrorism and Money Laundering Regulations.
|
39
|
ARTICLE XI SINKING FUNDS
|
39
|
SECTION 11.01. Applicability of Article.
|
39
|
SECTION 11.02. Satisfaction of Sinking Fund Payments with Securities.
|
39
|
SECTION 11.03. Redemption of Securities for Sinking Fund.
|
40
|
Section 310(a)(1)
|
7.10
|
(a)(2)
|
7.10
|
(a)(3)
|
Not Applicable
|
(a)(4)
|
Not Applicable
|
(a)(5)
|
7.10
|
(b)
|
7.10
|
(c)
|
Not Applicable
|
Section 311(a)
|
7.11
|
(b)
|
7.11
|
(c)
|
Not Applicable
|
Section 312(a)
|
2.06
|
(b)
|
10.03
|
(c)
|
10.03
|
Section 313(a)
|
7.06
|
(b)(1)
|
7.06
|
(b)(2)
|
7.06
|
(c)(1)
|
7.06
|
(d)
|
7.06
|
Section 314(a)
|
4.02, 10.05
|
(b)
|
Not Applicable
|
(c)(1)
|
10.04
|
(c)(2)
|
10.04
|
(c)(3)
|
Not Applicable
|
(d)
|
Not Applicable
|
(e)
|
10.05
|
(f)
|
Not Applicable
|
Section 315(a)
|
7.01
|
(b)
|
7.05
|
(c)
|
7.01
|
(d)
|
7.01
|
(e)
|
6.14
|
Section 316(a)(1)(A)
|
6.12
|
(a)(1)(B)
|
6.13
|
(a)(2)
|
Not Applicable
|
(b)
|
6.13
|
(c)
|
10.06
|
Section 317(a)(1)
|
6.03
|
(a)(2)
|
6.04
|
(b)
|
2.05
|
Section 318(a)
|
10.01
|
SECTION 1.01. | Definitions. |
SECTION 1.02. | Other Definitions. |
TERM
|
DEFINED IN SECTION
|
"Applicable Law"
|
10.18
|
"Event of Default"
|
6.01
|
"Instrument"
|
6.01
|
"Journal"
|
10.16
|
"Judgment Currency"
|
10.17
|
"Legal Holiday"
|
10.08
|
"mandatory sinking fund payment"
|
11.01
|
"Market Exchange Rate"
|
10.16
|
"New York Banking Day"
|
10.17
|
"optional sinking fund payment"
|
11.01
|
"Paying Agent"
|
2.04
|
"Registrar"
|
2.04
|
"Required Currency"
|
10.17
|
"successor person"
|
5.01
|
"Temporary Securities"
|
2.11
|
SECTION 1.03. | Incorporation by Reference of Trust Indenture Act. |
SECTION 1.04. | Rules of Construction. |
SECTION 2.01. | Issuable in Series. |
SECTION 2.02. | Establishment of Terms of Series of Securities. |
SECTION 2.03. | Execution and Authentication. |
SECTION 2.04. | Registrar and Paying Agent. |
SECTION 2.05. | Paying Agent to Hold Money in Trust. |
SECTION 2.06. | Securityholder Lists. |
SECTION 2.07. | Transfer and Exchange. |
SECTION 2.08. | Mutilated, Destroyed, Lost and Stolen Securities. |
SECTION 2.09. | Outstanding Securities. |
SECTION 2.10. | Treasury Securities. |
SECTION 2.11. | Temporary Securities. |
SECTION 2.12. | Cancellation. |
SECTION 2.13. | Defaulted Interest. |
SECTION 2.14. | Global Securities. |
SECTION 2.15. | CUSIP Numbers. |
SECTION 3.01. | Notice to Trustee. |
SECTION 3.02. | Selection of Securities to be Redeemed. |
SECTION 3.03. | Notice of Redemption. |
SECTION 3.04. | Effect of Notice of Redemption. |
SECTION 3.05. | Deposit of Redemption Price. |
SECTION 3.06. | Securities Redeemed in Part. |
SECTION 4.01. | Payment of Principal and Interest. |
SECTION 4.02. | SEC Reports. |
SECTION 4.03. | Compliance Certificate. |
SECTION 4.04. | Stay, Extension and Usury Laws. |
SECTION 4.05. | Corporate Existence. |
SECTION 4.06. | Taxes. |
SECTION 4.07. | Additional Interest Notice. |
SECTION 4.08. | Further Instruments and Acts. |
SECTION 5.01. | When Company May Merge, Etc. |
SECTION 5.02. | Successor Corporation Substituted. |
SECTION 6.01. | Events of Default. |
SECTION 6.02. | Acceleration of Maturity; Rescission and Annulment. |
SECTION 6.03. | Collection of Indebtedness and Suits for Enforcement by Trustee. |
SECTION 6.04. | Trustee May File Proofs of Claim. |
SECTION 6.05. | Trustee May Enforce Claims Without Possession of Securities. |
SECTION 6.06. | Application of Money Collected. |
SECTION 6.07. | Limitation on Suits. |
SECTION 6.08. | Unconditional Right of Holders to Receive Principal and Interest. |
SECTION 6.09. | Restoration of Rights and Remedies. |
SECTION 6.10. | Rights and Remedies Cumulative. |
SECTION 6.11. | Delay or Omission Not Waiver. |
SECTION 6.12. | Control by Holders. |
SECTION 6.13. | Waiver of Past Defaults. |
SECTION 6.14. | Undertaking for Costs. |
SECTION 7.01. | Duties of Trustee. |
SECTION 7.02. | Rights of Trustee. |
SECTION 7.03. | Individual Rights of Trustee. |
SECTION 7.04. | Trustee's Disclaimer. |
SECTION 7.05. | Notice of Defaults. |
SECTION 7.06. | Reports by Trustee to Holders. |
SECTION 7.07. | Compensation and Indemnity. |
SECTION 7.08. | Replacement of Trustee. |
SECTION 7.09. | Successor Trustee by Merger, etc. |
SECTION 7.10. | Eligibility; Disqualification. |
SECTION 7.11. | Preferential Collection of Claims Against Company. |
SECTION 8.01. | Satisfaction and Discharge of Indenture. |
SECTION 8.02. | Application of Trust Funds; Indemnification. |
SECTION 8.03. | Legal Defeasance of Securities of any Series. |
SECTION 8.04. | Covenant Defeasance. |
SECTION 8.05. | Repayment to Company. |
SECTION 9.01. | Without Consent of Holders. |
SECTION 9.02. | With Consent of Holders. |
SECTION 9.03. | Limitations. |
SECTION 9.04. | Compliance with Trust Indenture Act. |
SECTION 9.05. | Revocation and Effect of Consents. |
SECTION 9.06. | Notation on or Exchange of Securities. |
SECTION 9.07. | Trustee Protected. |
SECTION 9.08. | Effect of Supplemental Indenture. |
SECTION 10.01. | Trust Indenture Act Controls. |
SECTION 10.02. | Notices. |
SECTION 10.03. | Communication by Holders with Other Holders. |
SECTION 10.04. | Certificate and Opinion as to Conditions Precedent. |
SECTION 10.05. | Statements Required in Certificate or Opinion. |
SECTION 10.06. | Record Date for Vote or Consent of Holders. |
SECTION 10.07. | Rules by Trustee and Agents. |
SECTION 10.08. | Legal Holidays. |
SECTION 10.09. | No Recourse Against Others. |
SECTION 10.10. | Counterparts. |
SECTION 10.11. | Governing Laws and Submission to Jurisdiction. |
SECTION 10.12. | No Adverse Interpretation of Other Agreements. |
SECTION 10.13. | Successors. |
SECTION 10.14. | Severability. |
SECTION 10.15. | Table of Contents, Headings, Etc. |
SECTION 10.16. | Securities in a Foreign Currency or in ECU. |
SECTION 10.17. | Judgment Currency. |
SECTION 10.18. | Compliance with Applicable Anti-Terrorism and Money Laundering Regulations. |
SECTION 11.01. | Applicability of Article. |
SECTION 11.02. | Satisfaction of Sinking Fund Payments with Securities. |
SECTION 11.03. | Redemption of Securities for Sinking Fund. |
Euroseas Ltd.
|
||||
By:
|
||||
Name:
|
||||
Its:
|
[ ]
as Trustee
|
||||
By:
|
||||
Name:
|
||||
Its:
|
By:
|
||||
Name:
|
||||
Its:
|
[ ]
as Registrar and Paying Agent |
||||
By:
|
||||
Name:
|
||||
Its:
|
By:
|
||||
Name:
|
||||
Its:
|
|
SEWARD & KISSEL LLP
901 K STREET, NW
WASHINGTON, D.C. 20001
|
|
|
|
|
WRITER'S DIRECT DIAL
|
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
WWW.SEWKIS.COM
|
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
|
|
March 12, 2020
|
|
Very truly yours,
|
|
|
|
|
|
/s/ Seward & Kissel LLP
|
|
SEWARD & KISSEL LLP
ONE BATTERY PARK PLAZA
NEW YORK, NEW YORK 10004
|
||
WRITER’S DIRECT DIAL
|
TELEPHONE: (212) 574-1200
FACSIMILE: (212) 480-8421
WWW.SEWKIS.COM
|
901 K STREET, NW
WASHINGTON, D.C. 20001
TELEPHONE: (202) 737-8833
FACSIMILE: (202) 737-5184
|
|
Re:
|
Euroseas Ltd.
|
Very truly yours,
|
|
/s/ Seward & Kissel LLP
|