As filed with the Securities and Exchange
Commission on June 18, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Globus Maritime Limited
(Exact name of registrant as specified
in its charter)
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Republic of the Marshall Islands
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4412
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66-0757368
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(State or other jurisdiction of incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer Identification No.)
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Globus Maritime Limited
128 Vouliagmenis Avenue, 3rd Floor
166 74 Glyfada, Attica, Greece
Tel: +30 210 960 8300
(Address and telephone number of Registrant’s
principal executive offices)
With copy to:
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Steven J. Hollander, Esq.
Will Vogel, Esq.
Watson Farley & Williams LLP
250 West 55th Street
New York, New York 10019
(212) 922-2200 (telephone number)
(212) 922-1512 (facsimile number)
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Mitchell Nussbaum, Esq.
Angela Dowd, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000 (telephone number)
(212) 407-4990 (facsimile number)
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Watson Farley & Williams LLP
Attn: Steven J. Hollander, Esq.
250 West 55th Street
New York, New York 10019
(212) 922-2200
(Name, Address and telephone number
of agent for service)
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Approximate date of commencement of proposed sale to the
public: As soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box.
x
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. x 333-238119
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ¨
If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
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†
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The
term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards
Board to its Accounting Standards Codification after April 5, 2012.
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CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Proposed Maximum
Aggregate Offering Price
(1)
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Amount of Registration Fee (2)
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Units consisting of
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(i) Common shares, par value $0.004 per share
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$
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2,300,000
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(ii) Class A Warrants to purchase common shares (3)
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—
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Pre-funded warrants to purchase common shares (3)(4)(5)
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—
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Common shares, par value $0.004 per share, underlying Class A Warrants (6)
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$
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2,300,000
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Common shares, par value $0.004 per share, underlying pre-funded warrants (4)(5)
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—
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Total
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$
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4,600,000
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$
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598
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the Securities Act of 1933, as amended. Includes the offering price of common shares that may be sold pursuant to the option of the representative of the underwriters to purchase additional common shares.
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(2)
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In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the Units to be sold under the related registration statement on Form F-1 (File No. 333-238119), as amended, is hereby registered.
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(3)
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In accordance with Rule 457(i) under the Securities Act, no separate registration fee is required with respect to the warrants registered hereby.
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(4)
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The proposed maximum aggregate offering price of the common shares proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants offered and sold in the offering, and as such the proposed maximum offering price of the common shares and pre-funded warrants (including the common shares issuable upon exercise of the pre-funded warrants) if any, is $2,300,000.
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(5)
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The registrant may issue pre-funded warrants to purchase common shares in the offering. The purchase price of each pre-funded warrant will equal the price per share at which shares of common shares are being sold to the public in this offering, minus $0.01, which constitutes the pre-funded portion of the exercise price, and the remaining unpaid exercise price of the pre-funded warrant will equal $0.01 per share (subject to adjustment as provided for therein).
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(6)
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Based on a per-share exercise price for the Class A Warrants of 100% of the public offering price per unit in this offering.
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This
registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This
registration statement is being filed pursuant to Rule 462(b) and General Instruction V to Form F-1 promulgated under the Securities
Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index,
an opinion of Watson Farley & Williams LLP regarding the validity of the securities being registered and a related consent
of Ernst & Young (Hellas) Certified Auditors-Accountants S.A. This registration statement relates to Globus Maritime Limited’s
registration statement on Form F-1 (File No. 333-238119), as amended, including the exhibits and powers of attorney thereto (the
“Initial Registration Statement”), declared effective by the Securities and Exchange Commission on June 17, 2020.
Globus Maritime Limited is filing this registration statement for the sole purpose of increasing the proposed maximum aggregate
offering price of the securities offered hereby by $4,600,000. Pursuant to General Instruction V to Form F-1, the contents of
the Initial Registration Statement are incorporated by reference into this registration statement.
PART II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits and
Financial Statement Schedules.
(a) Exhibits.
All exhibits filed with or incorporated
by reference in the Registration Statement (File No. 333-238119) are incorporated by reference herein, and shall be deemed to be
a part of this Registration Statement, except for the following, which are filed herewith.
Exhibit List
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Athens, Country of Greece on June 18, 2020.
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GLOBUS MARITIME LIMITED
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By:
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/s/ Athanasios Feidakis
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Name:
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Athanasios Feidakis
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Title:
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Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Athanasios Feidakis and Steven
J. Hollander his or her true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities
Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons on June 18, 2020 in the capacities
indicated.
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Signature
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Title
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/s/ Athanasios Feidakis
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Director, President, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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Athanasios Feidakis
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/s/ Georgios Feidakis*
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Director; Chairman of the Board of Directors
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Georgios Feidakis
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/s/ Jeffrey O. Parry*
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Director
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Jeffrey O. Parry
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/s/ Ioannis Kazantzidis*
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Director
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Ioannis Kazantzidis
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*Pursuant to power of attorney
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/s/ Athanasios Feidakis
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Athanasios Feidakis
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AUTHORIZED REPRESENTATIVE
Pursuant to the Securities
Act of 1933, the undersigned, the duly authorized representative in the United States of Globus Maritime Limited, has signed this
registration statement in the City of Newark, State of Delaware on June 18, 2020.
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PUGLISI & ASSOCIATES
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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Exhibit 5.1
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Globus Maritime Limited
128 Vouliagmenis Avenue, 3rd Floor
166 74 Glyfada, Greece
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Our reference: 25810.50008/80746061v3
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June 18, 2020
Globus Maritime Limited: Exhibit 5.1
Opinion
Ladies and Gentlemen:
We have acted as counsel to Globus Maritime
Limited, a Marshall Islands corporation (the “Company”), in connection with the preparation of the Company’s
Registration Statement on Form F-1 (the “Rule 462(b) Registration Statement”) filed by the Company
with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the
“Securities Act"), with respect to the registration of the issuance and sale of units (the “Units”)
of the Company, each unit consisting of (i) one common share, par value $0.004 per share (each, a “Common Share”)
of the Company (collectively, the “Unit Shares”) or one pre-funded warrant to purchase one Common Share at an
exercise price equal to US$0.01 per Common Share (“Pre-Funded Warrants,” and the Common Shares issuable
upon exercise thereof, the “Pre-Funded Warrant Shares”), and (ii) one Class A warrant to purchase one Common
Share (the “Class A Warrants”, together with the Pre-Funded Warrants, the “Warrants”, and
the Common Shares issuable upon exercise thereof, together with the Pre-Funded Warrant Shares, the “Warrant Shares”).
The Rule 462(b) Registration Statement
incorporates by reference the contents of the Registration Statement on Form F-1 (No. 333-238119, as amended, the “Registration
Statement”), including the prospectus contained therein (as amended, the “Prospectus”), which was
initially filed with the Securities and Exchange Commission on May 8, 2020.
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As such counsel, we have examined originals
or copies (certified or otherwise identified to our satisfaction) of the following documents:
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(a)
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the Rule 462(b) Registration Statement, the Registration Statement, and the Prospectus;
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(b)
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the form of Class A Warrant to be entered into by the Company;
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(c)
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the form of Pre-Funded Warrant to be entered into by the Company;
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(d)
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the Company’s amended and restated articles of incorporation and amended and restated bylaws
(each as amended to date, together, the “Articles” and “Bylaws”); and
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(e)
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such other papers, documents, agreements, certificates of public officials and certificates of
representatives of the Company as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.
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In such examination, we have assumed (a)
the legal competence or capacity of persons or entities (other than the Company) to complete the execution of documents, (b) the
genuineness of all signatures and the authenticity of all documents submitted to us as originals, (c) the conformity to original
documents of all documents submitted to us as conformed or photostatic copies, (d) that the documents reviewed by us in connection
with the rendering of the opinions set forth herein are true, correct and complete, and (e) the truthfulness of each statement
as to all factual matters contained in any document or certificate encompassed within the due diligence review undertaken by us.
As to matters of fact material to this opinion that have not been independently established, we have relied upon the representations
and certificates of officers or representatives of the Company and of public officials, in each case as we have deemed relevant
and appropriate. We have not independently verified the facts so relied on.
We have assumed that the Company will,
at the time of any issuance of Warrant Shares, have a sufficient number of authorized but unissued shares of common stock pursuant
to its Articles to so issue the relevant number of Warrant Shares, after taking into account any shares reserved for issuance.
We have also assumed that, at or prior to the time of the delivery of any of the Warrant Shares, there will not have occurred any
change in the law or the facts affecting the validity of the Warrant Shares.
This opinion letter is limited to Marshall
Islands law and New York law and is as of the date hereof. We expressly disclaim any responsibility to advise of any development
or circumstance of any kind, including any change of law or fact that may occur after the date of this opinion letter that might
affect the opinion expressed herein.
Based on the foregoing and having regard
to legal considerations which we deem relevant, we are of the opinion that:
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1.
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The Units, the Unit Shares, the Warrants, and the Warrant Shares have been duly authorized by the
Company.
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2.
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The Unit Shares, when issued after full receipt of payment therefor in accordance with the terms
of the Articles and Bylaws, the Rule 462(b) Registration Statement, Registration Statement, and Prospectus, will be validly issued,
fully paid, and nonassessable.
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3.
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Assuming each of the Warrants is issued and delivered as contemplated in the Prospectus, the relevant
Warrant Shares, when issued and delivered after full receipt of payment therefor upon the exercise of such Warrants in accordance
with their respective terms, will be validly issued, fully paid and non-assessable.
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4.
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When the Units and Warrants are issued and delivered as contemplated in the Prospectus, the Units
and Warrants will constitute valid and legally binding obligations of the Company in accordance with their terms, except as the
enforcement thereof (i) may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent
transfer, fraudulent obligation, moratorium or other similar laws affecting generally the enforceability of creditors’ rights
and remedies or the collection of debtor’s obligations from time to time in effect, and (ii) is subject to general principles
of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, including the application
of principles of good faith, fair dealing, course of dealing, course of performance, commercial reasonableness, materiality, unconscionability
and conflict with public policy and other similar principles, or other law relating to or affecting creditors’ rights generally
and general principles of equity.
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We consent to the filing of this opinion
as an exhibit to the Rule 462(b) Registration Statement, the discussion of this opinion in the Rule 462(b) Registration Statement,
and the references to our firm in the Prospectus. In giving this consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations thereunder, nor do we admit
that we are experts with respect to any part of the Rule 462(b) Registration Statement within the meaning of the term “expert”
as used in the Securities Act.
Very truly yours,
Watson Farley & Williams
LLP
/s/ Watson Farley & Williams
LLP
Exhibit 8.1
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Globus Maritime Limited
128 Vouliagmenis Avenue, 3rd Floor
166 74 Glyfada, Greece
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Our reference: 25810.50008/80738304v3
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June 18, 2020
Globus Maritime Limited - Exhibit 8.1
Opinion
To Whom It May Concern:
We have acted as counsel to Globus Maritime
Limited, a Marshall Islands corporation (the “Company”), in connection with the Company's registration statement
on Form F-1 (the “Rule 462(b) Registration Statement”), relating to the registration pursuant to Rule 462(b)
promulgated under the U.S. Securities Act of 1933, as amended (the “Securities Act”), of units of the Company,
each unit consisting of (i) (A) one common share, par value $0.004 per share (each, a “Common Share”) of the
Company or (B) one pre-funded warrant to purchase one Common Share at an exercise price equal to $0.01 per Common Share (“Pre-Funded Warrants,”),
and (ii) one Class A warrant to purchase one Common Share (the “Class A Warrants”, and together with the Pre-Funded
Warrants, the “Warrants”).
The Rule 462(b) Registration Statement
incorporates by reference the contents of the Registration Statement on Form F-1 (No. 333-238119, as amended,
the “Registration Statement”), including the prospectus contained therein (as amended, the “Prospectus”),
which was initially filed with the Securities and Exchange Commission on May 8, 2020.
In rendering this opinion, we have examined
originals or copies (certified or otherwise identified to our satisfaction) of the following documents:
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(i)
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the Rule 462(b) Registration Statement, the Registration Statement and the Prospectus; and
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(ii)
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such other papers, documents, agreements, certificates of public officials and certificates of
representatives of the Company, as we have deemed relevant and necessary as the basis for the opinions hereafter expressed.
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In such examination, we have assumed (a)
the legal capacity of each natural person, (b) the genuineness of all signatures and the authenticity of all documents submitted
to us as originals, (c) the conformity to original documents of all documents submitted to us as conformed or photostatic copies,
(d) that the documents reviewed by us in connection with the rendering of the opinion set forth herein are true, correct and complete
and (e) the truthfulness of each statement as to all factual matters contained in any document or certificate encompassed within
the due diligence review undertaken by us.
As to matters of fact material to this
opinion that have not been independently established, we have relied upon the representations and certificates of public officials,
directors and officers of the Company and others, in each case as we have deemed relevant and appropriate. We have not independently
verified the facts so relied on.
We have reviewed the discussion set forth
in the Prospectus under the captions “Tax Considerations—United States Tax Considerations—Allocation of Purchase
Price and Characterization of a Unit”; “—Tax Treatment of the Pre-Funded Warrants“; and “—United
States Federal Income Taxation of United States Holders”. Based on the representations, covenants, assumptions, conditions
and qualifications described in such section, and taking into account the fact that the discussions set forth in such section do
not purport to discuss all possible U.S. federal income tax consequences of the ownership and disposition of the Common Shares,
and of the ownership, exercise and disposition of the Warrants, and subject to the qualifications, limitations and assumptions
set forth herein, we confirm that the discussions set forth in such section, to the extent they constitute summaries of law or
legal conclusions, unless otherwise noted, constitute our opinion with respect to the material U.S. federal income tax consequences
of the ownership and disposition of the Common Shares, and of the ownership, exercise and disposition of the Warrants, as of the
date of the Registration Statement, and accurately state our views as to the tax matters discussed therein (except for the representations
and statements of fact of the Company included under such caption, as to which we express no opinion). We express no opinion as
to any U.S. federal income tax consequences other than the opinion set forth above. Except as set forth in the paragraph below
concerning Marshall Islands tax considerations, we express no opinion with respect to tax consequences under any state, local,
or non-U.S. tax law.
We have reviewed the discussion set forth
in the Prospectus under the caption “Tax Considerations—Marshall Islands Tax Considerations”. Based on the facts
as set forth in the Registration Statement and the Prospectus, and having regard to legal considerations which we deem relevant,
and subject to the qualifications, limitations and assumptions set forth herein, we confirm that the statements in such discussion,
to the extent they constitute legal conclusions, unless otherwise noted, are the opinion of Watson Farley & Williams LLP with
respect to Marshall Islands tax consequences as of the date of the Prospectus (except for the representations and statements of
fact of the Company included under such caption, as to which we express no opinion).
Our opinions and the tax discussion as
set forth in the Registration Statement are based on the current provisions of the Internal Revenue Code of 1986, as amended, the
Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service which may be cited or used
as precedents and case law, and the law of the Republic of the Marshall Islands as in effect on the date hereof, any of which may
be changed at any time with retroactive effect.
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This opinion is expressed as of the date
hereof, and we are under no obligation to supplement or revise our opinion to reflect any legal developments or factual matters
arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation,
covenant, or assumption relied upon herein that becomes incorrect or untrue.
We consent to the filing of this opinion
as an exhibit to the Registration Statement, the discussion of this opinion in the Registration Statement and to the references
to our firm in the Registration Statement and the Prospectus. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations promulgated thereunder,
nor do we admit that we are experts with respect to any part of the Registration Statement within the meaning of the term “expert”
as used in the Securities Act.
Very truly yours,
Watson Farley & Williams LLP
/s/ Watson Farley & Williams LLP
Exhibit 23.1
Consent of Independent
Registered Public Accounting Firm
We consent to the incorporation
by reference in the Registration Statement (Form F-1) filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference
to our firm under the caption "Experts" and to the incorporation by reference
of our report dated March 31, 2020, with respect to the consolidated financial statements of Globus Maritime Limited included in
its Annual Report (Form 20-F) for the year ended December 31, 2019, filed with the Securities and Exchange Commission and incorporated
by reference in Amendment No. 1 to the Registration Statement (Form F-1 No. 333-238119) and related Prospectus of Globus Maritime
Limited for the registration of its common stock, class A warrants or pre-funded warrants.
/s/ Ernst & Young (Hellas) Certified Auditors Accountants
S.A.
Athens, Greece
June 18, 2020