UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Castor Maritime Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Republic of the Marshall Islands
98-1541622
(State of Incorporation or Organization)
(IRS Employer Identification No.)
 
Christodoulou Chatzipavlou 223, Hawaii Royal Gardens, Apart. 16, 3036 Limassol, Cyprus
 
(Address of Principal Executive Offices)
(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class
to be so Registered
 
Name of Each Exchange on Which
Each Class is to be Registered
Common Stock, $0.001 par value per share
 
The Nasdaq Stock Market LLC
 
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(c), please check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective upon filing pursuant to General Instruction A.(d), please check the following box. ☐
Securities Act registration statement file number to which this form relates: File No. 333-224242
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)


Explanatory Note

This Amended Form 8-A is being filed in connection with the listing of the common shares, $0.001 par value per share (the “Common Shares”), of Castor Maritime Inc., a company organized under the laws of the Republic of the Marshall Islands (the “Company”), on the Nasdaq Stock Market LLC.
No new securities are being registered pursuant to this Amendment, which is being filed solely to update the description of the Company's Common Shares to reflect a reverse stock split of the Company's Common Shares at a ratio of one-for-ten.
Item 1.  Description of Registrants Securities to be Registered.

A reverse stock split (the "Reverse Stock Split") of the Company's Common Shares became effective on May 28, 2021 (the "Effective Date").  Pursuant to the Reverse Stock Split, every 10 of the Company’s issued and outstanding Common Shares were combined into one issued and outstanding Common Share, without any change to the par value of $0.001 per share or any shareholder’s ownership percentage of the Company’s Common Shares.  After the Reverse Stock Split, the Company's Common Shares have the same proportional voting rights and will be identical in all other respects to the Common Shares prior to the effectiveness of the Reverse Stock Split.  
The foregoing summary of the Reverse Stock Split is not complete and is qualified in its entirety by reference to the full text of the Articles of Amendment to the Articles of Incorporation of the Company, as amended, which was filed with the Registry of the Marshall Islands on May 27, 2021, and is attached hereto as Exhibit 99.1.
Item 2.  Exhibits.
The following exhibits are filed as part of this registration statement:
No.
Exhibit
99.1
99.2
 
 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Dated:   May 28, 2021
CASTOR MARITIME INC.
   
   
 
By:
/s/ Petros Panagiotidis
 
Name: 
Petros Panagiotidis
 
Title:
Chairman, Chief Executive Officer and Chief Financial Officer
     
     





Exhibit 99.1

 
 
 
ARTICLES OF AMENDMENT
 
OF
 
CASTOR MARITIME INC.
Reg. No. 92609
 







 
REPUBLIC OF THE MARSHALL ISLANDS

REGISTRAR OF CORPORATIONS

DUPLICATE COPY

The original of this Document was filed in
accordance with Section 5 of the
Business Corporations Act on
 

NON RESIDENT
 
   
 
May 27, 2021
 
 
/s/ Tamara Hoffman
Tamara Hoffman
Deputy Registrar
 


ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CASTOR MARITIME INC.
PURSUANT TO SECTION 90 OF
THE MARSHALL ISLANDS BUSINESS CORPORATIONS ACT

The undersigned, Petros Panagiotidis, as the Chief Executive Officer and Chief Financial Officer of Castor Maritime Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Corporation”), for the purpose of amending the Articles of Incorporation of said Corporation pursuant to Section 90 of the Business Corporations Act, as amended, hereby certifies that:

1.
The name of the Corporation is: Castor Maritime Inc.

2.
The Articles of Incorporation were filed with the Registrar of Corporations on the 11th day of September, 2017.

3.
The Statement of Designation of the rights, preferences and privileges of the Corporation’s 9.75% Series A Cumulative Redeemable Perpetual Preferred Shares was filed with the Registrar of Corporations on the 22nd day of September, 2017, as was amended on the 10th day of October, 2019.

4.
The Statement of Designation of rights, preferences and privileges of the Corporation’s Series B Preferred Shares was filed with the Registrar of Corporations on the 22nd day of September, 2017.

5.
The Statement of Designations of rights, preferences and privileges of the Corporation’s Series C Participating Preferred Stock was filed with the Registrar of Corporations on the 29th day of November, 2017.

6.
Article III of the Articles of Incorporation, is hereby amended and restated in its entirety to read as follows:
Section 3.1    The aggregate number of shares of stock that the Corporation is authorized to issue is two billion (2,000,000,000) registered shares, of which:
(a)          one billion nine hundred and fifty million (1,950,000,000) shall be designated common shares with a par value of U.S. $0.001 per share; and
(b)          fifty million (50,000,000) shall be designated preferred shares with a par value of U.S.$0.001 per share.  The Board of Directors of the Corporation (the “Board”) shall have the authority to authorize the issuance from time to time of one or more classes of preferred shares with one or more series within any class thereof, with such voting powers, full or limited, or without voting powers and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions thereon as shall be set forth in the resolution or resolutions adopted by the Board providing for the issuance of such preferred shares.
Section 3.2      Effective with the commencement of business on May 28, 2021, the Corporation shall effect a one-for-ten reverse stock split as to its issued and outstanding common shares, par value $0.001 per share.  No fractional shares shall be issued and, in lieu thereof, holders of the Corporation’s common shares, par value $0.001 per share, shall receive a cash payment.  The reverse stock split shall not change the number of common shares authorized to be issued or the par value of the common shares.  The stated capital of the Corporation shall be reduced from $899,558 to $89,956, which may be further adjusted for the cancellation of fractional shares, and the reduction amount of $809,602, which may be further adjusted for the cancellation of fractional shares, shall be allocated to surplus.
Section 3.3      No holder of shares of the Corporation of any class, now or hereafter authorized, shall have any preemptive rights to subscribe for, purchase or receive any shares of the Corporation of any class, now or hereafter authorized or any options or warrants for such shares, or any rights to subscribe to or purchase such shares, or any securities convertible into or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation.  However, the Board may issue or dispose of any unissued or treasury shares, or any such additional authorized issue of new shares or securities convertible into shares upon such terms as the Board may, in its discretion, determine, without offering to shareholders then of record, or any class of shareholders, any thereof, on the same terms or any terms.

7.
All of the other provisions of the Articles of Incorporation shall remain unchanged.

8.
This amendment to the Articles of Incorporation was approved by the affirmative majority of the voting power of the total number of shares of the Corporation issued and outstanding and entitled to vote thereon at the Annual Meeting of Shareholders of the Corporation held on November 25, 2020, and by the Corporation’s Board of Directors on May 13, 2021.

IN WITNESS WHEREOF, the undersigned has executed this Amendment to the Articles of Incorporation on this 27th day of May, 2021.
   
   
 
/s/ Petros Panagiotidis                                                       
 
Name:
Petros Panagiotidis
 
Title:
President, Chief Executive Officer
Chief Financial Officer



Exhibit 99.2