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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EuroDry Ltd.
4 Messogiou & Evropis Street
151 24 Maroussi, Greece
001 30 211 1804006
(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
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Primary Offering
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Common Shares, par value $0.01 per share, including related preferred stock purchase rights (1), (3)
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Preferred Shares, par value $0.01 per share (4)
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Debt Securities (5)
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Warrants (6)
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Units (7)
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Primary Offering Total
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$ |
200,000,000
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$ |
25,960
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(8)
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Secondary Offering
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Common Shares, par value $0.01 per share to be offered by certain selling shareholders (1)
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1,294,064
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(9)
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$ |
4.27
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(10)
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$ |
5,525,653
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(10)
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$
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717
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(11)
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TOTAL
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205,525,653
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$
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26,677
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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 EuroDry Ltd. pursuant to this registration statement exceed $200,000,000.
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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 $200,000,000 for all securities sold by EuroDry 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 $200,000,000 for all securities sold by EuroDry 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 $200,000,000 for all securities sold by EuroDry 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 $200,000,000 for all securities sold by EuroDry 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 $25,960, which is equal to .0001298 multiplied by the proposed maximum aggregate offering price of $200,000,000.
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(9) |
The amount of shares to be registered accounts includes 486,283 common shares that are issuable upon conversion of 15,386 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 May 12, 2020.
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(11) |
Determined in accordance with Section 6(b) of the Securities Act to be $717, which is equal to .0001298 multiplied by the proposed maximum aggregate offering price of $5,525,653.
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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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drybulk 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 drybulk 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;
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business disruptions due to natural disasters or other disasters outside our control, such as the recent novel Coronavirus COVID-19 outbreak; and
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other factors discussed in the section titled “Risk Factors.”
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Name
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Type
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Dwt
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Year Built
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Employment (*)
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TCE Rate ($/day)
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Dry Bulk Vessels
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EKATERINI
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Kamsarmax
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82,000
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2018
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TC until Apr-21
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Hire 106% of the Average Baltic Kamsarmax P5TC index (***)
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XENIA
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Kamsarmax
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82,000
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2016
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TC until Nov-20
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Hire 101% of the Average Baltic Kamsarmax P5TC index (***) with a floor at $11,000
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EIRINI P
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Panamax
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76,466
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2004
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TC until Jul-20
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Hire 100% of Average BPI 4TC(**)
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PANTELIS
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Panamax
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74,020
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2000
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In drydock
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-
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TASOS
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Panamax
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75,100
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2000
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TC until Jul-20
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$6,875
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ALEXANDROS P
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Ultramax
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63,500
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2017
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Guardian Navigation GMax LLC Pool
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Pool revenue from August 2018
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STARLIGHT
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Panamax
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75,845
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2004
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TC until Sep-20
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Hire 100% of Average BPI 4TC(**)
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Total Vessels
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7
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528,931
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(*) |
TC denotes time charter. All dates listed are the earliest redelivery dates under each TC.
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(**) |
Denotes the Baltic Panamax Index (“BPI”); The Average BPI 4TC is an index based on four time charter routes.
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(***) |
The average Baltic Kamsarmax P5TC Index is an index based on five Panamax time charter routes.
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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
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. Our total vessel operating expenses, including management fees and general and administrative
expenses but excluding drydocking expenses were $5,869 per day for the year ended December 31, 2019. Our technical and operating expertise allows us to efficiently manage and transport a wide range of cargoes with a flexible trade route
profile, which helps reduce ballast time between voyages and minimize off-hire days. Our professional, well-trained masters, officers and on board crews further help us to control costs and ensure consistent vessel operating
performance. We actively manage our fleet and strive to maximize utilization and minimize maintenance expenditures for operational and commercial utilization. For the year ended December 31, 2019, our operational fleet utilization was
99.4%, from 99.7% in 2018, while our commercial utilization rate was at 100% for both years. Our total fleet utilization rate in 2019 was 99.4%.
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Strong Relationships with Customers and Financial Institutions. We believe ourselves, Eurobulk, Eurobulk FE and the Pittas family have developed strong industry relationships and have 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 and Eurobulk FE, 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, Eurobulk FE 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. During 2018 the construction of an 82,000 DWT bulk carrier was completed, which was delivered on May 7, 2018. In December 2018, we acquired another second hand Panamax drybulk carrier.
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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/spot 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. We also may use FFAs – as a substitute for time charter employment – to partly provide coverage for our drybulk vessels in order to increase the predictability of our
revenues. We look to deploy the remainder of our fleet on spot charters, shipping pools or contracts of affreightment (“COA”) depending on our view of the direction of the markets and other tactical or strategic considerations. 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 will provide us with more predictable operating cash flows and
sufficient downside protection, while allowing us to participate in the potential upside of the spot market during periods of rising charter rates. As of May 11, 2020, on the basis of our existing time charters, approximately 50% of our
vessel capacity for the remainder of 2020 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 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 approximately 12% of our debt by the end of 2020 and an additional reduction of about 27% by the end of 2021 for a total of 39% reduction over the next two years, excluding any new debt that we assumed or 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)
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Percentage of Class Prior to the Offering (2)
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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 (3)
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121,680
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4.4
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%
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121,680
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0
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0
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%
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Tennenbaum Opportunities Fund VI, LLC (3)
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429,085
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15.4
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%
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429,085
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0
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0
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%
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Dry Friends Investment Company Inc. (4)
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905,562
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32.4
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%
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455,562
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450,000
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16.1
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%
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Preferred Friends Investment Company Inc. (5)(7)
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115,518
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4.1
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%
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115,518
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0
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0
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%
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Family United Navigation Company (6)
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322,219
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11.6
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%
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172,219
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150,000
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5.4
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%
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Total
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1,894,064
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67.9
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%
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1,294,064
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600,000
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21.5
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%
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(1) |
Beneficial ownership is determined in accordance with the Rule 13d-3(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and generally includes voting or investment power with respect to securities. Except as
subject to community property laws or otherwise as described in the notes below, where applicable, the person named above has sole voting and investment power with respect to all common shares shown as beneficially owned by it.
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(2) |
Based on 2,304,630 common shares outstanding as of May 11, 2020 and 486,283 common shares issuable upon conversion of Series B Preferred Shares.
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(3) |
Tennenbaum Capital Partners, LLC serves as investment advisor to, inter alia, Tennenbaum Opportunities Partners V, LP and Tennenbaum Opportunities Fund VI, LLC, which are the registered holders of the Common Shares and Series B
Preferred Shares of EuroDry Ltd. beneficially owned by Tennenbaum Capital Partners, LLC. Tennenbaum Capital Partners, LLC is indirectly controlled by BlackRock, Inc., which may be deemed to have beneficial ownership of shares
beneficially owned by Tennenbaum Capital Partners, LLC. The address of Tennenbaum Opportunities Partners V, LP, Tennenbaum Opportunities Fund VI, LLC and Tennenbaum Capital Partners, LLC is 2951 28th Street, Suite 1000, Santa Monica, CA
90405. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055. Tennenbaum Opportunities Partners V, LP and Tennenbaum Opportunities Fund VI, LLC currently hold (a) 180,000 shares of common stock and (b) 11,731 Series
B Preferred Shares that are convertible into 370,765 shares of common stock (based on the current conversion ratio).
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(4) |
Represents 905,562 shares of common stock held of record by Dry Friends Investment Company Inc. (“Dry Friends”). A majority of the shareholders of Dry Friends are members of the Pittas family. Investment power and voting control by
Dry Friends resides in its board of directors which consists of four directors, who are members of the Pittas family: Aristides P. Pittas, Vice Chairman and Director of the Company; Aristides J. Pittas, CEO, President and Director of
the Company; Nikolaos J. Pittas, financial manager of Eurobulk, an affiliate of the Company; and Emmanuel Pittas, Vice President of Eurobulk. Actions by Dry Friends may be taken by a majority of the members on its board of directors.
The business address for Dry Friends is 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
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(5) |
115,518 common shares are issuable upon conversion of 3,655 Series B Preferred Shares (or any convertible notes into which the Series B Preferred Shares may convert) owned by this shareholder into common shares (based on the current
conversion ratio). A majority of the shareholders of Preferred Friends Investment Company Inc. are members of the Pittas family. Investment power and voting control by Preferred Friends Investment Company Inc. resides in its board of
directors which consists of four directors, who are members of the Pittas family: Aristides P. Pittas, Vice Chairman and Director of the Company; Aristides J. Pittas, CEO, President and Director of the Company; Nikolaos J. Pittas,
financial manager of Eurobulk, an affiliate of the Company; and Emmanuel Pittas, Vice President of Eurobulk. Actions by Preferred Friends Investment Company Inc. may be taken by a majority of the members on its board of directors. The
business address for Preferred Friends Investment Company Inc. is 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
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(6) |
Represents 322,219 shares of common stock held of record by Family United Navigation Company (“Family United”). A majority of the shareholders of Family United are members of the Pittas family. Investment power and voting control by
Family United resides in its board of directors which consists of four directors, who are members of the Pittas family: Aristides P. Pittas, Vice Chairman and Director of the Company; Despina Pita; Pantelis A. Pittas; and Eleni A. Pita.
Actions by Family United may be taken by a majority of the members on its board of directors. The business address for Family United is 4 Messogiou & Evropis Street, 151 24 Maroussi, Greece.
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(7) |
Number and percentage of common shares assumes conversion of Series B Preferred Shares (based on the current conversion ratio).
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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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purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
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ordinary brokerage transactions and transactions in which a broker-dealer solicits purchasers;
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underwriters, brokers or dealers (who may act as agents or principals) or directly to one or more purchasers;
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an exchange distribution in accordance with the rules of the applicable exchange;
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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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public or privately negotiated transactions;
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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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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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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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any combination of the foregoing; or
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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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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
|
|
• |
events of bankruptcy, insolvency or reorganization.
|
|
• |
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;
|
|
• |
we in our sole discretion determine that the global securities shall be exchangeable for certificated debt securities; or
|
|
• |
there shall have occurred and be continuing an event of default under the applicable indenture with respect to the debt securities of that series.
|
|
• |
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;
|
|
• |
a description of the terms of any unit agreement governing the units;
|
|
• |
if applicable, a discussion of any material U.S. federal income tax considerations; and
|
|
• |
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
|
• |
the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common shares;
|
|
• |
the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, would be taxed as ordinary income and would not be "qualified dividend income"; and
|
|
• |
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit
would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
|
• |
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
|
$
|
26,677
|
|
FINRA fee
|
$
|
31,329 |
|
Legal fees and expenses
|
$
|
*
|
|
Accounting fees and expenses
|
$
|
*
|
|
Indenture trustee fees and expenses
|
$
|
*
|
|
Rating agency fees
|
$
|
*
|
|
Transfer Agent fees
|
$
|
*
|
|
Miscellaneous
|
$
|
*
|
|
Total
|
$
|
58,006
|
*
|
* |
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, 2019, filed with the Commission on April 17, 2020, which contains our
audited consolidated financial statements for the most recent fiscal year for which those statements have been filed.
|
|
(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.
|
|
(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.
|
EURODRY 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,
|
May 13, 2020
|
|
Aristides J. Pittas
|
President, Chief Executive Officer
|
||
(Principal Executive Officer)
|
|||
/s/ Dr. Anastasios Aslidis
|
Chief Financial Officer, Treasurer and Director
|
May 13, 2020
|
|
Dr. Anastasios Aslidis
|
(Principal Financial and Accounting Officer)
|
||
/s/ Aristides P. Pittas
|
Vice Chairman and Director
|
May 13, 2020
|
|
Aristides P. Pittas
|
|||
/s/ Apostolos Tamvakakis
|
Director
|
May 13, 2020
|
|
Apostolos Tamvakakis
|
|||
/s/ Panagiotis Kyriakopoulos
|
Director
|
May 13, 2020
|
|
Panagiotis Kyriakopoulos
|
|||
/s/ George Taniskidis
|
Director
|
May 13, 2020
|
|
George Taniskidis
|
|||
/s/ Christian Donohue
|
Director
|
May 13, 2020
|
|
Christian Donohue
|
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 *
|
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
|
|
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 4.1 to the Company's Registration Statement filed with the Commission on May 8, 2018.
|
(2) |
Incorporated herein by reference to Exhibit 4.2 to the Company's Form 6-K filed with the Commission on June 27, 2019.
|
(3) |
Incorporated herein by reference to Exhibit 4.6 to the Company's Form 6-K filed with the Commission on May 31, 2018.
|
(4) |
Incorporated herein by reference to Exhibit 4.4 to the Company's Registration Statement filed with the Commission on May 8, 2018.
|
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. |
EuroDRY 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
|
|
May 13, 2020
|
Very truly yours,
/s/ Seward and 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
|
May 13, 2020
|
|
Re: |
EuroDry Ltd.
|
Very truly yours,
/s/ Seward and Kissel LLP
|