As filed with the Securities and Exchange Commission on January 17, 2018

 

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

 

Globus Maritime Limited
(Exact name of registrant as specified in its charter)

Not Applicable

(Translation of registrant’s name into English)

 

Republic of the Marshall Islands 66-0757368
(State or other jurisdiction of incorporation
or organization)
(I.R.S.  Employer Identification Number)

 

 

 

128 Vouliagmenis Avenue, 3rd Floor

166 74 Glyfada

Athens, Greece
+30 210 960 8300

(Address and telephone number of Registrant’s principal executive offices)

 

Watson Farley & Williams LLP

250 West 55 th Street, 31 st Floor

New York, New York 10019

(Name, address, and telephone number of agent for service)

 

with copies to:

 

Steven J. Hollander, Esq.

Watson Farley & Williams LLP

250 West 55 th Street, 31 st Floor

New York, New York 10019

(212) 922-2200 (Telephone)

(212) 922-1512 (Facsimile)

 

 

 

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective as determined by market conditions and other factors.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.   ¨

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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.   ¨

 

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462I under the Securities Act, check the following box.   ¨

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

 

Emerging growth company  ¨

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of

Securities to be Registered

 

Amount

to be

Registered

    Proposed
Maximum
Offering Price
Per Share
   

Proposed

Maximum

Aggregate

Offering Price

    Amount of
Registration Fee
 
Primary Offering                                
Common Shares, par value $0.004                   $ 50,000,000 (1)   $ 6,225  
Secondary Offering                                
Common Shares, par value $0.004     2,500,000     $ 1.25 (2)   $ 3,125,000 (2)   $ 389  
Common Shares, par value $0.004 per share, underlying common stock purchase warrants (3)     12,500,000     $ 1.60   $ 20,000,000 (3)   $ 2,490 (4)
Total                   $ 73,125,000     $ 9,104.06  

 

1. We are registering the primary offering of an indeterminate number of Common Shares resulting in an aggregate public offering price up to this amount in U.S. dollars or the equivalent thereof in foreign currencies.  
2. Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, as amended. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the registrant’s common shares on January 16, 2018, as reported on the Nasdaq Capital Market.
3. Represents common stock issuable upon the exercise (at a price of $1.60 per share) of outstanding warrants.
4. Estimated solely for the purpose of computing the amount of the registration fee for the shares of common stock issuable upon exercise of warrants to be registered in accordance with Rule 457(g) under the Securities Act, based upon the higher of (i) the price at which the warrants may be exercised or (ii) the market price of the common stock.

 

 

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

The information in this prospectus is not complete and may be changed. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy or sell these securities in any jurisdiction where the offer or sale is not permitted. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.

 

Subject to completion, dated January 17, 2018

 

PROSPECTUS

 

$50,000,000 of Common Shares

15,000,000 Common Shares offered by the Selling Shareholder

 

 

 

 

 

Through this prospectus, we may periodically offer common shares with an aggregate offering price to the public of $50,000,000. The prices and other terms of the common shares that we may offer will be determined at the time of their offering and will be described in a supplement to this prospectus. In addition, the Selling Shareholder listed herein (the “Selling Shareholder”) or any of its pledgees, donees, transferees or successors in interest, may sell in one or more offerings pursuant to this prospectus up to 15 million of our common shares, 2.5 million of which are issued and outstanding on the date hereof and 12.5 million of which are issuable upon the exercise of warrants (which if all exercised would result in gross proceeds to the Company of $20 million).

 

We and the Selling Shareholder or any of its pledgees, donees, transferees or successors in interest, may sell any or all of these common shares on any stock exchange, market or trading facility on which the shares are traded or in privately negotiated transactions at fixed prices that may be changed, at market prices prevailing at the time of sale or at negotiated prices.

 

Information on the Selling Shareholder or any of its pledgees, donees, transferees or successors in interest, and the times and manners in which we or it may offer and sell our common shares is described under the sections entitled “Selling Shareholder”, “The Offering”, and “Plan of Distribution” in this prospectus. We will not receive any of the proceeds from the sale of our common shares by the Selling Shareholder, but may receive up to $50,000,000 in exchange for common shares that we sell.

 

Our common shares are listed on the Nasdaq Capital Market under the symbol “GLBS.” As of January 16, 2018, non-affiliates held 12,908,268 of the 31,630,419 of our outstanding common shares, which at the closing sales price of $1.21 per share, meant the aggregate market value of our common shares held by non-affiliates was 15,619,004. As of the date hereof, we have not offered any securities pursuant to General Instruction I.B.5 of Form F-3 during the twelve calendar month period ending on (and including) the date of this prospectus.

 

 

 

 

 

 

An investment in these securities is speculative and involves a high degree of risk. See the section entitled “Risk Factors” which begins on page 4 of this prospectus, and other risk factors contained in any applicable prospectus supplement and in the documents incorporated by reference herein and therein.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is January 17, 2018

 

  2  

 

 

TABLE OF CONTENTS

 

ABOUT THIS PROSPECTUS ii
   
ENFORCEABILITY OF CIVIL LIABILITIES ii
   
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS ii
   
WHERE YOU CAN FIND ADDITIONAL INFORMATION iv
   
PROSPECTUS SUMMARY 1
   
THE OFFERING 3
   
RISK FACTORS 4
   
RISKS RELATED TO THIS OFFERING 4
   
USE OF PROCEEDS 7
   
PER SHARE MARKET PRICE INFORMATION 7
   
CAPITALIZATION 8
   
SELLING SHAREHOLDER 9
   
PLAN OF DISTRIBUTION 10
   
DESCRIPTION OF CAPITAL STOCK 12
   
TAX CONSIDERATIONS 14
   
EXPENSES 20
   
LEGAL MATTERS 21
   
EXPERTS 21

 

  i  

 

 

ABOUT THIS PROSPECTUS

 

As permitted under the rules of the Securities and Exchange Commission, or the Commission, this prospectus incorporates important business information about us that is contained in documents that we have previously filed with the Commission but that are not included in or delivered with this prospectus. You may obtain copies of these documents, without charge, from the website maintained by the Commission at www.sec.gov, as well as other sources. You may also obtain copies of the incorporated documents, without charge, upon written or oral request to Globus Maritime Limited, 128 Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Athens, Greece, or by telephone at +30 210 960 8300. See “Where You Can Find Additional Information.”

 

You should rely only on the information contained or incorporated by reference in this prospectus. Neither we nor the Selling Shareholder have authorized any person to provide information other than that provided in this prospectus and the documents incorporated by reference. Neither we nor the Selling Shareholder are making an offer to sell common shares in any state or other jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus regardless of its time of delivery, and you should not consider any information in this prospectus or in the documents incorporated by reference herein to be investment, legal or tax advice. We encourage you to consult your own counsel, accountant and other advisors for legal, tax, business, financial and related advice regarding an investment in our securities.

 

Unless otherwise indicated or unless the context requires otherwise, all references in this prospectus to “Globus,” the “Company,” “we,” “us,” “our,” or similar references, mean Globus Maritime Limited and, where applicable, its consolidated subsidiaries. In addition, we use the term deadweight, or dwt, in describing the size of vessels. Dwt expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. To the extent the Selling Shareholder transfers our common shares or our warrants and the shares are not unrestricted, we may add the recipients of those common shares and warrants as Selling Shareholders via a prospectus supplement or post-effective amendment. Any references to the “Selling Shareholder” shall be deemed to be references to each such additional Selling Shareholder.

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are a Marshall Islands company, and our principal executive office is located outside of the United States, in Greece. Most of our directors, officers and the experts named in this registration statement and prospectus reside outside the United States. In addition, a substantial portion of our assets and the assets of certain of our directors, officers and experts are located outside of the United States. As a result, you may have difficulty serving legal process within the United States upon us or any of these persons. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in United States courts against us or these persons.

 

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS

 

This prospectus includes “forward-looking statements,” as defined by U.S. federal securities laws, with respect to our financial condition, results of operations and business and our expectations or beliefs concerning future events. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions. Forward-looking statements and information can generally be identified by the use of forward-looking terminology or words, such as “anticipate,” “approximately,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “ongoing,” “pending,” “perceive,” “plan,” “potential,” “predict,” “project,” “seeks,” “should,” “views” or similar words or phrases or variations thereon, or the negatives of those words or phrases, or statements that events, conditions or results “can,” “will,” “may,” “must,” “would,” “could” or “should” occur or be achieved and similar expressions in connection with any discussion, expectation or projection of future operating or financial performance, costs, regulations, events or trends. The absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements and information are based on management’s current expectations and assumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

 

  ii  

 

 

All forward-looking statements involve risks and uncertainties. The occurrence of the events described, and the achievement of the expected results, depend on many events, some or all of which are not predictable or within our control. Actual results may differ materially from expected results.

 

In addition, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

 

· general dry bulk shipping market conditions, including fluctuations in charterhire rates and vessel values;

 

· the strength of world economies;

 

· the stability of Europe and the Euro;

 

· fluctuations in interest rates and foreign exchange rates;

 

· changes in demand in the dry bulk shipping industry, including the market for our vessels;

 

· changes in our operating expenses, including bunker prices, dry docking and insurance costs;

 

· changes in governmental rules and regulations or actions taken by regulatory authorities;

 

· potential liability from pending or future litigation;

 

· general domestic and international political conditions;

 

· potential disruption of shipping routes due to accidents or political events;

 

· the availability of financing and refinancing;

 

· our ability to meet requirements for additional capital and financing to grow our business;

 

· vessel breakdowns and instances of off-hire;

 

· potential exposure or loss from investment in derivative instruments;

 

· potential conflicts of interest involving our Chief Executive Officer, the Chairman of our board of directors, or their family and other members of our senior management;

 

· our ability to complete acquisition transactions as planned; and

 

· other important factors described in “Risk Factors” and in other places incorporated by reference.

 

We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. All future written and verbal forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We undertake no obligation, and specifically decline any obligation, except as required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur.

 

See the sections entitled “Risk Factors” of this prospectus and in our Annual Report on Form 20-F for the year ended December 31, 2016, which is incorporated herein by reference, for a more complete discussion of these risks and uncertainties and for other risks and uncertainties. These factors and the other risk factors described in this prospectus are not necessarily all of the important factors that could cause actual results or developments to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

 

  iii  

 

 

WHERE YOU CAN FIND ADDITIONAL INFORMATION

 

As required by the Securities Act, we filed a registration statement relating to the securities offered by this prospectus with the Commission. This prospectus is a part of that registration statement, which includes additional information.

 

Government Filings

 

We file annual and special reports with the Commission. You may read and copy any document that we file and obtain copies at prescribed rates from the Commission’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling 1 (800) SEC-0330. The Commission maintains a website (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically with the Commission. Our filings are also available on our website at http://www.globusmaritime.gr. The information on our website, however, is not, and should not be deemed to be, a part of this prospectus.

 

This prospectus and any applicable prospectus supplement are part of a registration statement that we filed with the Commission and do not contain all of the information in the registration statement. The full registration statement may be obtained from the Commission or us, as indicated below. Documents establishing the terms of the offered securities are filed as exhibits to the registration statement. Statements in this prospectus or any applicable prospectus supplement about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration statement at the Commission’s Public Reference Room in Washington, D.C., as well as through the Commission’s website.

 

Information Incorporated by Reference

 

The Commission allows us to “incorporate by reference” information that we file with it. This means that we can disclose important information to you by referring you to those filed documents. The information incorporated by reference is considered to be a part of this prospectus, and certain information that we file later with the Commission prior to the termination of this offering will also be considered to be part of this prospectus and will automatically update and supersede previously filed information, including information contained in this document.

 

The following documents, filed with or furnished to the SEC, are specifically incorporated by reference and form an integral part of this prospectus:

 

· Our Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Commission on April 11, 2017, containing our audited consolidated financial statements for the most recent fiscal year for which those statements have been filed.
     
·

Our reports on Form 6-K furnished on July 6, 2017 , August 2, 2017 , September 7, 2017 , October 4, 2017 , October 19, 2017 , November 13, 2017 , December 1, 2017 , December 7, 2017 , December 15, 2017 December 22, 2017 , and January 12, 2018.

 

  iv  

 

 

We are also incorporating by reference all subsequent Annual Reports on Form 20-F that we file with the Commission and certain reports on Form 6-K that we furnish to the Commission after the date of this prospectus (if they state that they are incorporated by reference into this prospectus) until we file a post-effective amendment indicating that the offering of the securities made by this prospectus has been terminated. In all cases, you should rely on the later information over different information included in this prospectus or the applicable prospectus supplement.

 

You should rely only on the information contained or incorporated by reference in this prospectus and any applicable prospectus supplement. We have not, and any underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and any underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any applicable prospectus supplement as well as the information we previously filed or furnished with the Commission and incorporated by reference, is accurate as of the dates on the front cover of those documents only. Our business, financial condition and results of operations and prospects may have changed since those dates.

 

You may request a free copy of the above mentioned filing or any subsequent filing we incorporate by reference to this prospectus by writing or telephoning us at the following address:

 

Globus Maritime Limited

c/o Globus Shipmanagement Corp.

128 Vouliagmenis Avenue

3rd Floor

166 74 Glyfada

Athens, Greece

+30 210 960 8300

 

Information provided by the Company

 

We will make available to holders of our common shares with Annual Reports containing audited financial statements and a report by our independent registered public accounting firm. The audited financial statements will be prepared in accordance with International Financial Reporting Standards. As a “foreign private issuer,” we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. While we furnish proxy statements to shareholders in accordance with the rules of the Nasdaq Capital Market, those proxy statements do not conform to Schedule 14A of the proxy rules promulgated under the Exchange Act. In addition, as a “foreign private issuer,” our officers and directors are exempt from the rules under the Exchange Act relating to short swing profit reporting and liability.

 

  v  

 

 

PROSPECTUS SUMMARY

 

This summary highlights information that appears later in this prospectus and is qualified in its entirety by the more detailed information and financial statements included or incorporated by reference elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. As an investor or prospective investor, you should carefully review the entire prospectus, including the section of this prospectus entitled “Risk Factors” and the more detailed information that appears later in this prospectus before making an investment in our common shares.

 

Our Business

 

Our Company

 

We are an integrated dry bulk shipping company, providing marine transportation services on a worldwide basis. We own, operate and manage a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally. Our Manager also provides ship-management consulting services regarding vessels that we do not own. We intend to grow our fleet through timely and selective acquisitions of modern vessels in a manner that we believe will provide an attractive return on equity and will be accretive to our earnings and cash flow based on anticipated market rates at the time of purchase. There is no guarantee however, that we will be able to find suitable vessels to purchase or that such vessels will provide an attractive return on equity or be accretive to our earnings and cash flow.

 

Our operations are managed by our Athens, Greece-based wholly owned subsidiary, Globus Shipmanagement Corp., which we refer to as our Manager, which provides in-house commercial and technical management for our vessels. Our Manager has entered into a ship management agreement with each of our wholly owned vessel-owning subsidiaries to provide services that include managing day-to-day vessel operations, such as supervising the crewing, supplying, maintaining of vessels and other services, and has also entered into a consultancy agreement with another ship-management company to consult for such ship-management company

 

We originally incorporated as Globus Maritime Limited on July 26, 2006 pursuant to the Companies (Jersey) Law 1991 (as amended), and began operations in September 2006. On November 24, 2010, we redomiciled into the Marshall Islands. Our common shares trade on the NASDAQ Global Market under the ticker “GLBS.”

 

The following table presents information concerning our vessels, each of which is owned by a wholly owned subsidiary of Globus Maritime Limited. We use the term deadweight ton, or “dwt,” in describing the size of vessels. Deadweight ton or “dwt” is a unit of a vessel’s capacity for cargo, fuel oil, stores and crew, measured in metric tons. A vessel’s dwt or total deadweight is the total weight the vessel can carry when loaded to a particular line.

 

Vessel  

Year

Built

  Flag  

Direct

Owner

  Shipyard   Vessel Type  

Delivery

Date

 

Carrying

Capacity

(dwt)

 
m/v Sun Globe   2007   Malta    Longevity Maritime Limited    Tsuneishi Cebu    Supramax    September 2011     58,790  
m/v River Globe   2007   Marshall Islands   Devocean Maritime Ltd.   Yangzhou Dayang   Supramax   December 2007     53,627  
m/v Sky Globe   2009   Marshall Islands   Domina Maritime Ltd.   Taizhou Kouan   Supramax   May 2010     56,855  
m/v Star Globe   2010   Marshall Islands   Dulac Maritime S.A.   Taizhou Kouan   Supramax   May 2010     56,867  
m/v Moon Globe   2005   Marshall Islands   Artful Shipholding S.A.   Hudong-Zhonghua   Panamax   June 2011     74,432  
                        Total:     300,571  

 

 

 

 

Corporate Information

 

Our executive office is located at the office of our Manager at 128 Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Athens, Greece. Our telephone number is +30 210 960 8300. Our registered agent in the Marshall Islands is The Trust Company of the Marshall Islands, Inc. and our registered address in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. We maintain our website at www.globusmaritime.gr. Information that is available on or accessed through our website does not constitute part of, and is not incorporated by reference into, this registration statement on Form F-3.

 

Recent and Other Developments

 

On October 19, 2017, we entered into a Share and Warrant Purchase Agreement (the “October 2017 SPA”) pursuant to which we sold for $2.5 million an aggregate of 2.5 million of our common shares, par value $0.004 per share and a warrant (the “October 2017 Warrant”) to purchase 12.5 million of our common shares at a price of $1.60 per share (subject to adjustment as more fully described herein in “Description of Capital Stock - Description of the Warrant”) to an investor in a private placement (the “October 2017 Private Placement”). These securities were issued in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). On that day, we also entered into a registration rights agreement with the purchaser providing it with certain rights relating to registration under the Securities Act of the 2.5 million common shares issued in connection with the October 2017 Private Placement and the common shares underlying the October 2017 Warrant. As of the date hereof, the October 2017 Warrant has not been exercised.

 

In this Registration Statement, we are registering the resale of (a) the 2.5 million common shares sold in the October 2017 Private Placement, (b) the 12.5 million common shares issuable upon exercise of the October 2017 Warrant, and the primary offering of common shares with an aggregate offering price to the public of $50,000,000.

 

Under the terms of the October 2017 Warrant, the Selling Shareholder may not exercise its warrant to the extent such exercise would cause the Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of common shares which would exceed 4.99% (which may be increased upon no less than 61 days’ notice, but not to exceed 9.99%) of our then outstanding common shares immediately following such exercise, excluding for purposes of such determination common shares issuable upon exercise of the October 2017 Warrant which have not been exercised. This provision does not limit the Selling Shareholder from acquiring up to 4.99% of our common shares, selling all of their common shares, and re-acquiring up to 4.99% of our common shares. We refer to this as the “Blocker Provision”.

 

The October 2017 Warrant contains a provision whereby its holder has the right to a cashless exercise if, six months after its issuance, a registration statement covering their resale is not effective. If for any reason we are unable to keep such a registration statement active and our share price is higher than the $1.60 exercise price, we could be required to issue shares without receiving cash consideration. The October 2017 Warrant is exercisable for 24 months after its issuance.

 

On February 8, 2017, we entered into a Share and Warrant Purchase Agreement pursuant to which we sold for $5 million an aggregate of 5 million of our common shares (the “February 2017 Common Shares”) and warrants (the “February 2017 Warrants”) to purchase 25 million of our common shares at a price of $1.60 per share to a number of investors in a private placement (the “February 2017 Private Placement”). These securities were issued in transactions exempt from registration under the Securities Act. One of the investors, Robelle Holding Co., was owned and to our knowledge remains owned and controlled by the sister of our Chief Executive Officer, who is also the daughter of our Chairman.

 

On February 9, 2017 we entered into a registration rights agreement with the purchasers in the February 2017 Private Placement providing them with certain rights relating to registration under the Securities Act of the common shares issued in the February 2017 Private Placement and the common shares underlying the February 2017 Warrants.

 

  2  

 

 

In connection with the closing of the February 2017 Private Placement, we also entered into two loan amendment agreements (each, a “Loan Amendment Agreement”) with each of two of our lenders.

 

One loan amendment agreement was entered into by the Company with Firment Trading Limited, a Marshall Islands corporation (“Firment”), a related party to us (it is an affiliate of our chairman) and the lender of the then outstanding loan in the principal amount of $18,523,787 to the Company (the “Firment Credit Facility”), pursuant to which Firment released an amount equal to $16,885,000 (but to have an amount equal to $1,638,787 remain outstanding, and to continue to accrue under the Firment Credit Facility as though it were principal) of the Firment Credit Facility and the Company issued to Firment Shipping Inc., an affiliate of Firment 16,885,000 common shares (the “Firment Shares”) and a warrant to purchase 6,230,580 common shares at a price of $1.60 per share (subject to adjustment, the “Firment Warrant”, together with Firment Shares, the “Firment Securities”). Subsequent to the closing of the February 2017 private placement, Globus repaid the outstanding amount on the Firment Credit Facility in its entirety.

 

The other loan amendment agreement was entered into by the Company with Silaner Investments Limited, a Cypriot company (“Silaner”), a related party to us (it is an affiliate of our chairman) and the lender of the then outstanding loan in the principal amount of $3,189,048 to the Company (the “Silaner Credit Facility”), pursuant to which Silaner agreed to release an amount equal to the outstanding principal of $3,115,000 (but to have an amount equal to the accrued and unpaid interest of $74,048 remain outstanding, and to continue to accrue under the Silaner Credit Facility as though it were principal) of the Silaner Credit Facility and the Company issued to Firment Shipping Inc., an affiliate of Silaner 3,115,000 common shares (the “Silaner Shares”) and a warrant to purchase 1,149,437 common shares at a price of $1.60 per share (subject to adjustment, the “Silaner Warrant”, together with the Silaner Shares, the “Silaner Securities”). Subsequent to the closing of the February 2017 private placement, Globus repaid the outstanding amount on the Silaner Credit Facility in its entirety.

 

The February 2017 Warrants, the Firment Warrant and the Silaner Warrant are each exercisable for 24 months after their respective issuance. We refer to the entry into the Loan Amendment Agreements and Registration Rights Agreements and the issuances of the 5 million common shares, the February 2017 Warrants, Firment Securities, and the Silaner Securities as the “February 2017 Transactions.”

 

On April 13, 2017, we filed a registration statement on Form F-3 which registered the resale of the February 2017 Common Shares and the common shares issuable upon the exercise of the February 2017 Warrants, the Firment Warrant, and the Silaner Warrant. Subsequent to the filing of the registration statement, two investors partially exercised their warrants, purchasing 1,481,808 of our common shares for aggregate gross proceeds to us of approximately $2.4 million.

 

On June 23, 2017, we reached an agreement with DVB Bank SE to amend the DVB Loan Agreement, including amendments to relax or waive certain covenants for the period from April 1, 2017 to April 1, 2018 (the “Restructuring period”). The amendments with respect to the restructuring period were subject to a $1.7 million prepayment that was made in September 2017, which is the aggregated amount of two quarterly installments for each tranche, and another $1.7 million was deferred to the balloon payment of each tranche.

 

On July 10, 2017, we reached an agreement with HSH Nordbank AG to amend the HSH Loan Agreement including amendments to relax or waive certain covenants of the original loan agreement until March 3, 2018. The Company paid in September 2017 $1 million for repayment of debt and the four scheduled principal installments due within 2017, each amounting to $693,595, were deferred to the balloon payment. In addition, the Company undertook to raise new equity of at least $1.8 million.

 

THE OFFERING

 

We are registering the sale of common shares with an aggregate offering price to the public of $50,000,000, and could receive up to $50,000,000 in connection therewith.

 

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U.S. securities laws currently limit the value of the common shares that we may sell under this prospectus. For such time as our “public float”—measured as the value of our share price (as of a date within 60 days before the date of the sale) times the number of shares held by non-affiliates—is less than $75.0 million, existing law limits the value of shares that we can sell under this prospectus at one-third of our “public float”, less prior amounts sold through prior primary offerings of securities on Form F-3 within the past 12 months. The public float is measured at the time of sale, and will necessarily change with the value of our share price and the number of shares held by non-affiliates. The aggregate value of the stock that we are able to sell is therefore highly contingent on our share price.

 

In addition, our selling shareholder named in the table located on page 9 of this prospectus (the “Selling Shareholder”) is offering an aggregate of 15 million common shares, 2.5 million of which are currently issued and outstanding and 12.5 million of which are issuable upon the exercise of a currently outstanding warrant, subject to the terms and limitations contained within the October 2017 Warrant. See “Description of Capital Stock - Description of the Warrant” on page 14 of this prospectus.  We will not receive any proceeds upon the sale of common shares by the Selling Shareholder, but we will receive the exercise price of $1.60 each time the October 2017 Warrant is fully or partially exercised for cash.  See “Use of Proceeds” on page 7 of this prospectus. 

 

RISK FACTORS

 

Investing in our common shares involves a high degree of risk. You should carefully consider the risks set forth below and the discussion of risks under the heading “Item 3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Commission on April 11, 2017, and the other documents that are incorporated by reference in this prospectus. Please see the section of this prospectus entitled “Incorporation by Reference of Certain Documents.” Any of the following risks could materially and adversely affect our business, financial condition, results of operations or cash flows. In such a case, you may lose all or part of your original investment.

 

RISKS RELATED TO THIS OFFERING

 

Our shareholders were significantly diluted by virtue of the October 2017 Private Placement and the February 2017 Transactions and it is unclear whether the full ramification of those transactions have been reflected in our stock price.

 

As described above under the caption “Recent and Other Developments”, in October 2017 we sold 2.5 million common shares and a warrant to purchase 12.5 million common shares in exchange for $2.5 million in cash, and in February 2017 we issued in the aggregate 25 million common shares and warrants to issue an additional 32,380,017 common shares in exchange for $20 million of debt cancellation and $5 million in cash. Prior to the February 2017 transactions, a total of 2,627,674 common shares were issued and outstanding. Our share price has not proportionately decreased to reflect the additional number of common shares that are issued and issuable pursuant to exercise of our outstanding warrants, and it remains to be seen how the market will perceive this change in our increased number of shares. If the market views these transactions negatively, our share price could substantially depreciate.

 

Our stock price has been volatile and no assurance can be made that it will not substantially depreciate.

 

As you can see from our stock price history contained within this prospectus under the caption “Per Share Market Information”, our stock price has been volatile recently. The closing price of our common shares within the past 24 months has ranged from a low of $0.30 on January 29, 2016 to a peak of $14.23 on November 16, 2016. Adjusting for the 4:1 stock split we effected on October 20, 2016, this represents a 4643% increase from January 29, 2016. Our closing stock price as of January 16, 2018 was $1.21. We can offer no comfort or assurance that our stock price will stop being volatile or not substantially depreciate.

 

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Our existing shareholders will be diluted each time our outstanding warrants are exercised.

 

As of January 17, 2018, our warrant holders had the right to purchase an aggregate of 43,398,209 common shares. The number of common shares issuable upon exercise and price of exercise are subject to adjustment as more fully described in “Description of Capital Stock - Description of the Warrant”. We expect the exercise of such outstanding warrants to dilute the value of our shares.

 

A substantial number of common shares are being offered by this prospectus, and we cannot predict if and when the purchasers may sell such shares in the public markets. Furthermore, in the future, we may issue additional common shares or other equity or debt securities convertible into common shares in connection with a financing, acquisition, litigation settlement, employee arrangements, or otherwise. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock price to decline.

 

The sale of a substantial amount of our common shares, whether by us or the Selling Shareholder, could adversely affect the prevailing market price of our common shares.

 

We are registering the sale of common shares with an aggregate offering price to the public of $50,000,000. Furthermore, the Selling Shareholder holds an outstanding warrant to purchase an aggregate of 12.5 million common shares at an exercise price of $1.60 per share and 2.5 million common shares. Both the number of common shares issuable upon exercise of the warrant and the exercise price are subject to adjustment as more fully described in “Description of Capital Stock - Description of the Warrant”. Sales of substantial amounts of our common shares in the public market, or the perception that such sales might occur, could adversely affect the market price of our common shares, and the market value of our other securities.

 

A substantial number of common shares are being offered by this prospectus, and we cannot predict if and when the Selling Shareholder may sell such shares in the public markets. Furthermore, in the future, we may issue additional common shares pursuant to this prospectus or other equity or debt securities, including securities convertible into common shares, in connection with a financing, acquisition, litigation settlement, employee arrangements, or otherwise. Any such issuance could result in substantial dilution to our existing shareholders and could cause our stock price to decline.

 

Certain shareholders hold registration rights, which may have an adverse effect on the market price of our common shares.

 

In connection with the February 2017 Transactions, we issued to Firment Shipping Inc. 20 million common shares and warrants to purchase 7,380,017 common shares. Firment Shipping Inc. has the right to register those common shares for resale pursuant to a registration rights agreement we entered into with its affiliate, Firment Trading Limited, although 7,380,017 are currently registered for resale. The resale of those common shares in addition to the offer and sale of the other securities included in this registration statement and prospectus may have an adverse effect on the market price of our common shares.

 

Our warrants could have cashless exercise at our expense if, six months after the warrants were issued, the underlying common shares issuable upon exercise of the warrants are not registered for sale pursuant to an effective registration statement.

 

The October 2017 Warrant, the February 2017 Warrants, the Firment Warrant, and the Silaner Warrant all contain a provision whereby the warrant’s holder has the right to a cashless exercise if, six months after their issuance, a registration statement covering their resale is not effective. If for any reason we are unable to keep such a registration statement active and our share price is higher than the $1.60 exercise price, we could be required to issue shares without receiving cash consideration. As 43,398,209 common shares are issuable upon exercise of those warrants, this could mean that we issue all such shares but do not receive $69,437,134.40 (which is the $1.60 exercise price multiplied by 43,398,209), which would dilute our shareholders and likely decrease our share price.

 

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If we are unable to deliver common shares free of restrictive legends where required by the October 2017 SPA, the October 2017 Warrant, the February 2017 SPA, and the February 2017 Warrant, we must make whole any purchaser who loses money by purchasing common shares on the market to complete a trade.

 

Each of the October 2017 SPA, the October 2017 Warrant, the February 2017 SPA, and the February 2017 Warrant require us, within the later of (a) five full trading days of a warrant’s exercise and (b) three full trading days after receipt of the purchase price in connection with such exercise, to issue common shares, which, where called for in the warrants and the October 2017 SPA and the February 2017 SPA, must be free of restrictive legends. We are similarly obligated, where called for pursuant to the terms of the October 2017 SPA and February 2017 SPA, to remove restrictive legends from 2.5 million common shares issued to the purchaser in the October 2017 Private Placement that are being registered in this prospectus. (The common shares issued to the purchaser in the February 2017 SPA have been separately registered for resale). If we are unable to deliver proof that the above has occurred when required and if a warrant or shareholder has traded the common shares that we have failed to deliver unlegended, penalty provisions of the SPA and warrants require us to make whole any warrant holder or shareholder who loses money by purchasing shares on the common market to complete its trade. Depending on our share price during this time and the number of shares to which the payments relate, we could be required to pay a substantial sum.

 

We may breach the covenants contained in the DVB Loan Agreement and the HSH Loan Agreement .

 

On June 23, 2017 and July 10, 2017, we entered into agreements with DVB Bank SE and HSH Nordbank AG to amend the DVB Loan Agreement and the HSH Loan Agreement, respectively, including amendments that will provide for the relaxation and/or waiver of certain financial covenants, including maintaining a minimum liquidity and minimum net worth. We may not be able to meet these relaxed terms and cannot guarantee that we will be able to obtain new waivers or extensions to these waivers, if needed, when these waivers expire on April 1, 2018 (in the case of the DVB Loan Agreement) and March 3, 2018 (in the case of the HSH Loan Agreement).

 

If we are unable to obtain further waivers or extent our existing waivers or meet the terms of these loan agreements without them, we may breach covenants contained in such loan agreements constituting an event of default. If an event of default occurs under the DVB Loan Agreement or the HSH Loan Agreement the respective lender could elect to declare the outstanding debt, together with accrued interest and other fees, to be immediately due and payable and proceed against the collateral securing that debt, which could constitute all or substantially all of our assets.

 

Our loan agreements include covenants regarding the continued service of our officers and directors.

 

Some of our loan agreements include covenants regarding the continued service of our officers and directors, which covenants would be breached if certain of our directors resigned, died, were not reelected, or otherwise could not continue to serve the Company in such capacity. In one of those events occurred, the lender under those loan agreements could declare an event of default. Each of our outstanding loan arrangements also contains a cross-default provision that may be triggered by a default under any of our other loans. A cross-default provision means that a default on one loan could result in a default on all of our other loans. Because of the presence of cross-default provisions in these secured loan arrangements, the refusal of any one lender to grant or extend a relaxation or waiver could result in most of our indebtedness being accelerated even if our other secured lenders have relaxed or waived covenant defaults under their respective loan arrangements. If our indebtedness is accelerated, it will be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels if our lenders foreclose their liens, and our ability to conduct our business would be severely impaired.

 

  6  

 

 

Our stock price has fluctuated below the minimum required to continue the listing of our common shares on Nasdaq.

 

We are required to meet certain qualitative and financial tests (including a minimum bid price for our common shares of $1.00 per share, at least 500,000 publicly held shares, at least 300 public holders, and a market value of publicly held securities of $1 million), as well as other corporate governance standards, to maintain the listing of our common shares on the Nasdaq Capital Market. In calendar year 2017 to date, our stock price has fluctuated from a high of $12.50 on January 23, 2017 to a low of $0.86 on May 23, 2017, which low price falls beneath the $1.00 per share requirement imposed by the Nasdaq Capital Market to continue listing our shares.

 

There can be no assurance that we will be able to maintain compliance with the minimum bid price, shareholders’ equity, number of publicly held shares or other listing standards in the future. We may receive notices from Nasdaq that we have failed to meet its requirements, and proceedings to delist our stock could be commenced. If we are unable to maintain or regain compliance in a timely manner and our common shares are delisted, it could be more difficult to buy or sell our common shares and obtain accurate quotations, and the price of our shares could suffer a material decline. Delisting of our shares would breach a number of our credit facilities and loan arrangements, some of which contain cross default provisions. Delisting may also impair our ability to raise capital. We refer you to our annual report on Form 20-F for more information about our listing requirements.

 

USE OF PROCEEDS

 

This prospectus registers the sale of common shares with an aggregate offering price to the public of $50,000,000. We could receive up to $50,000,000 in connection therewith.

 

This prospectus also registers for resale 15 million common shares, of which:

 

· 2.5 million have already been issued to the Selling Shareholder, and we will not receive any proceeds from sales of common shares by the Selling Shareholder.

 

· Up to 12.5 million are issuable upon the exercise of warrant (upon the conditions further described in “Description of Capital Stock - Description of the Warrant”). We will receive $1.60 each time a warrant is exercised (up to a total of approximately $20 million), but we will not receive any proceeds from the sales of these common shares by the Selling Shareholder.

 

We intend to use any proceeds received from our sales or the exercise of the warrants for working capital and general corporate purposes, and will specify in an amendment to this prospectus or a prospectus supplement if we intend to use the proceeds for other purposes. We will incur all costs associated with this registration statement and prospectus (other than underwriting discounts and commissions and any transfer taxes), which we anticipate to be approximately $35,000.

 

PER SHARE MARKET PRICE INFORMATION

 

Since April 11, 2016 our common shares have traded on the Nasdaq Capital Market under the symbol “GLBS”. Prior to April 11, 2016, our common shares traded on the Nasdaq Global Select Market. You should carefully review the high and low prices of our common shares in the tables for the months, quarters and years indicated under the heading Item 9. “The Offer and Listing” in our annual report on Form 20-F for the year ended December 31, 2016, which is incorporated by reference herein.

 

On October 20, 2016, we effected a four to one reverse stock split which reduced number of outstanding common shares from 10,510,741 to 2,627,674 shares (adjustments were made based on fractional shares). The share prices below have been adjusted to reflect the stock split.

 

The table below sets forth the high and low prices for each of the periods indicated for our common shares as reported, from April 11, 2016 onwards, by the NASDAQ Capital Market, and prior to April 11, 2016, from the Nasdaq Global Select Market.

 

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Period Ended   High     Low  
             
Monthly                

January 2018 (through and including January 16, 2018)

  $ 1.46     $ 1.13  
December 2017   $ 2.01     $ 1.04  
November 2017   $ 2.26     $ 0.91  
October 2017   $ 1.25     $ 0.90  
September 2017   $ 1.08     $ 0.88  
August 2017   $ 1.15     $ 0.90  
July 2017   $ 1.89     $ 1.00  
                 
Quarterly                
Fourth Quarter 2017   $ 2.26     $ 0.90  
Third Quarter 2017   $ 1.89     $ 0.88  
Second Quarter 2017   $ 4.96     $ 0.86  
First Quarter 2017   $ 12.50     $ 3.00  
Fourth Quarter 2016   $ 14.23     $ 1.66  
Third Quarter 2016   $ 3.28     $ 1.64  
Second Quarter 2016   $ 5.16     $ 1.00  
First Quarter 2016   $ 0.88     $ 0.24  
                 
Yearly                
2017   $ 12.50     $ 0.86  
2016   $ 7.09     $ 0.20  
2015   $ 10.16     $ 0.60  
2014   $ 17.76     $ 8.88  
2013   $ 16.84     $ 6.80  

 

CAPITALIZATION

 

The following table sets forth our capitalization table as of September 30, 2017, on

 

· An Actual basis; and

 

· An as Adjusted basis, as of January 16, 2018, to give effect to:

 

o the October 2017 Private Placement, in which 2.5 million common shares and warrants to purchase 12.5 million common shares were sold for $2.5 million in cash. (We have assumed no exercise of the October 2017 Warrants in the adjusted figures below.)

 

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o the February 2017 Transactions, pursuant to which February 2017 Warrants issued and were partially exercised within November and December 2017, resulting in the issuance of 974,808 common shares. We have assumed no further exercise of such warrants in the adjusted figures below.

 

o The issuance of 10,526 common shares in October 2017, being the share based payment of the Non- Executive Directors of the Company for the 3 rd quarter 2017.

 

  o The repayment of $0.3 million of outstanding debt to Silaner in December 2017.

 

 

    As of Sep 30, 2017  
    Actual     As Adjusted  
    (dollars in thousands except
per share and share data)
 
Capitalization:                
Total debt (including current portion)   $ 41,797     $ 41,517  
                 
Preferred shares, $0.001 par value; 100,000,000 shares authorized, none issued, actual and as adjusted            
Common shares, $0.004 par value; 500,000,000 shares authorized, 28,145,085 shares issued and outstanding actual, 31,630,419 shares issued and outstanding as adjusted (assuming no further exercise of the Company’s outstanding warrants)   $ 113     $ 127  
Additional paid-in capital   $ 135,740     $ 139,796  
Accumulated deficit   $ (94,452 )   $ (94,452 )
Total shareholders’ equity   $ 41,401     $ 45,471  
Total capitalization   $ 83,198     $ 86,988  

 

Other than the adjustments described above, there have been no significant adjustments to our capitalization since September 30, 2017. This table should be read in conjunction with the consolidated financial statements and related notes included in our annual report for the year ended December 31, 2016, on Form 20-F filed with the Commission on April 11, 2017 and incorporated by reference herein.

 

SELLING SHAREHOLDER

 

Based solely upon information furnished to us by the Selling Shareholder, the following table sets forth information with respect to the beneficial ownership of our common shares held as of the date of this prospectus (or to be held, as noted below) by the Selling Shareholder. The Selling Shareholder is offering an aggregate of up to 15 million of our common shares, 2.5 million of which are outstanding and 12.5 million of which may be issued upon exercise of the October 2017 Warrant, which was acquired in a private transaction. The Selling Shareholder may sell some, all or none of its shares covered by this prospectus. The Selling Shareholder may also transfer its warrant. We may update this table by filing a prospectus supplement in the event the Selling Shareholder transfers its warrants.

 

Under the terms of the warrants, the Selling Shareholder may not exercise its warrant to the extent such exercise would cause the Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of common shares which would exceed 4.99% (which may be increased upon no less than 61 days’ notice, but not to exceed 9.99%) of our then outstanding common shares following such exercise, excluding for purposes of such determination common shares issuable upon exercise of the warrants which have not been exercised. We refer to this as the “Blocker Provision”.

 

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The Blocker Provision does not limit the Selling Shareholder from acquiring up to 4.99% of our common shares, selling all of its common shares, and re-acquiring up to 4.99% of our common shares. Until the warrants expire or the Selling Shareholder exercises and sells all of its common shares, the calculation of the number of common shares issuable to the Selling Shareholder at any given point in time will change based upon the total number of common shares outstanding. Accordingly, the table below assumes that the Blocker Provision does not exist, with the effect that beneficial ownership of the Selling Shareholder is presented (for purposes of disclosure in this prospectus only) on a fully as exercised basis:

 

Selling Shareholder   Common
Shares
Prior to the
Offering(1)
    Percentage
of Class
(2)
    Total
Common
Shares
Offered
Hereby
    Percentage
of the
Class
Following
the
Offering (3)
 
United Capital Investments Corp. (4)     15,000,000 (5)     34 %     15,000,000       0 %

 

(1) These figures assume full exercise of the Selling Shareholder’s warrant (as though the Blocker Provisions were not in effect).
(2) These percentages assume full exercise of the Selling Shareholder’s warrant (as though the Blocker Provisions did not exist) and without exercise of any of the Company’s other outstanding warrants.
(3) Assumes that the Selling Shareholder sells all of its common shares offered hereby.
(4) United Capital Investments Corp. is a Liberian corporation with registered address at 80 Broad Street, Monrovia, Liberia.
(5) 12.5 million of these commons shares are issuable upon exercise of the Selling Shareholder’s warrant, and assumes that the Blocker Provisions are not in effect.

 

PLAN OF DISTRIBUTION

 

We and the Selling Shareholder may sell our common shares through underwriters, through agents, to dealers, in private transactions, at market prices prevailing at the time of sale, at prices related to the prevailing market prices, or at negotiated prices.

 

In addition, we and the Selling Shareholder may sell our common shares included in this prospectus through:

 

· a block trade in which a broker-dealer may resell a portion of the block, as principal, in order to facilitate the transaction;

 

· purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;

 

· ordinary brokerage transactions and transactions in which a broker solicits purchasers; or

 

· trading plans entered into by the 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.

 

In addition, we and the Selling Shareholder may enter into option or other types of transactions that require us or them to deliver our securities to a broker-dealer, who will then resell or transfer the securities under this prospectus. The Selling Shareholder may enter into hedging transactions with respect to our securities. For example, the Selling Shareholder may:

 

· enter into transactions involving short sales of our common shares by broker-dealers;

 

· sell common shares short and deliver the shares to close out short positions;

 

· enter into option or other types of transactions that require the Selling Shareholder to deliver common shares to a broker-dealer, who will then resell or transfer the common shares under this prospectus; or

 

· loan or pledge the common shares to a broker-dealer, who may sell the loaned shares or, in the event of default, sell the pledged shares.

 

The Selling Shareholder may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus. We may also choose to sell securities separately from this prospectus in a transaction exempt from registration under the Securities Act, or to conduct an offering that is registered under a separate registration statement on Form F-1 or another registration statement.

 

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The Selling Shareholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by the Selling Shareholder or borrowed from the Selling Shareholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from the Selling Shareholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, the Selling Shareholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

 

The Selling Shareholder and any broker-dealers or other persons acting on our behalf or on the behalf of the Selling Shareholder that participate with the Selling Shareholder in the distribution of the securities may be deemed to be underwriters and any commissions received or profit realized by them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act of 1933, as amended, or the Securities Act. As a result, we have informed the Selling Shareholder, that Regulation M, promulgated under the Exchange Act, may apply to sales by the Selling Shareholder in the market. We and the Selling Shareholder may agree to indemnify any broker, dealer or agent that participates in transactions involving the sale of our common shares against certain liabilities, including liabilities arising under the Securities Act.

 

At the time that any particular offering of securities is made, to the extent required by the Securities Act, a prospectus supplement will be distributed, setting forth the terms of the offering, including the aggregate number of securities being offered, the purchase price of the securities, the initial offering price of the securities, the names of any underwriters, dealers or agents, any discounts, commissions and other items constituting compensation from us and any discounts, commissions or concessions allowed or re-allowed or paid to dealers. Furthermore, the Selling Shareholder may agree, subject to certain exemptions, that for a certain period from the date of the prospectus supplement under which the securities are offered, they will not, without the prior written consent of an underwriter, offer, sell, contract to sell, pledge or otherwise dispose of any of our common shares or any securities convertible into or exchangeable for our common shares. However, an underwriter, in its sole discretion, may release any of the securities subject to these lock-up agreements at any time without notice. We expect an underwriter to exclude from these lock-up agreements securities exercised and/or sold pursuant to trading plans entered into by the Selling Shareholder pursuant to Rule 10b5-1 under 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 the Selling Shareholder’s securities on the basis of parameters described in such trading plans.

 

Underwriters or agents could make sales in privately negotiated transactions and/or any other method permitted by law, including sales deemed to be an at-the-market offering as defined in Rule 415 promulgated under the Securities Act, which includes sales made directly on or through the Nasdaq Capital Market, the existing trading market for our common shares, or sales made to or through a market maker other than on an exchange.

 

As a result of requirements of the Financial Industry Regulatory Authority, or FINRA, formerly the National Association of Securities Dealers, Inc., the maximum commission or discount to be received by any FINRA member or independent broker/dealer may not be greater than eight percent (8%) of the gross proceeds received by the Selling Shareholder for the sale of any securities being registered pursuant to Rule 415 promulgated by the Commission under the Securities Act. If more than 5% of the net proceeds of any offering of common shares made under this prospectus will be received by a FINRA member participating in the offering or affiliates or associated persons of such a FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.

 

The Selling Shareholder represented and warranted to us that it acquired the securities subject to this registration statement with no intent to distribute the securities.

 

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DESCRIPTION OF CAPITAL STOCK

 

We refer you to “Item 10. Additional Information B. Memorandum and Articles of Association” contained within our Annual Report on Form 20-F for the year ended December 31, 2016, which was filed on April 11, 2017 and is incorporated by reference into this prospectus, for the description of our capital stock.

 

Transfer Agent

 

The registrar and transfer agent for our common shares is Computershare Inc.

 

Share History

 

October 2017 Private Placement

 

On October 19, 2017, we entered into a Share and Warrant Purchase Agreement (the “October 2017 SPA”) pursuant to which we sold for $2.5 million an aggregate of 2.5 million of our common shares share and a warrant (the “October 2017 Warrant”) to purchase 12.5 million of our common shares at a price of $1.60 per share (subject to adjustment as more fully described herein in “Description of Capital Stock - Description of the Warrant”) to an investor in a private placement (the “October 2017 Private Placement”). These securities were issued in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). On that day, we also entered into a registration rights agreement with the purchaser providing it with certain rights relating to registration under the Securities Act of the 2.5 million common shares issued in connection with the October 2017 Private Placement and the common shares underlying the October 2017 Warrant. As of the date hereof, the October 2017 Warrant has not been exercised.

 

In this Registration Statement, we are registering the resale of (a) the 2.5 million common shares sold in the October 2017 Private Placement, (b) the 12.5 million common shares issuable upon exercise of the October 2017 Warrant, and the primary offering of common shares with an aggregate offering price to the public of $50,000,000.

 

Under the terms of the October 2017 Warrant, the Selling Shareholder may not exercise its warrant to the extent such exercise would cause the Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of common shares which would exceed 4.99% (which may be increased upon no less than 61 days’ notice, but not to exceed 9.99%) of our then outstanding common shares immediately following such exercise, excluding for purposes of such determination common shares issuable upon exercise of the October 2017 Warrant which have not been exercised. This provision does not limit the Selling Shareholder from acquiring up to 4.99% of our common shares, selling all of their common shares, and re-acquiring up to 4.99% of our common shares. We refer to this as the “Blocker Provision”.

 

The October 2017 Warrant contains a provision whereby its holder has the right to a cashless exercise if, six months after its issuance, a registration statement covering their resale is not effective. If for any reason we are unable to keep such a registration statement active and our share price is higher than the $1.60 exercise price, we could be required to issue shares without receiving cash consideration. The October 2017 Warrant is exercisable for 24 months after its issuance.

 

February 2017 Transactions

 

On February 8, 2017, we entered into a Share and Warrant Purchase Agreement pursuant to which we sold for $5 million an aggregate of 5 million of our common shares (the “February 2017 Common Shares”) and warrants (the “February 2017 Warrants”) to purchase 25 million of our common shares at a price of $1.60 per share to a number of investors in a private placement (the “February 2017 Private Placement”). These securities were issued in transactions exempt from registration under the Securities Act. One of the investors, Robelle Holding Co., was owned and to our knowledge remains owned and controlled by the sister of our Chief Executive Officer, who is also the daughter of our Chairman.

 

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On February 9, 2017 we entered into a registration rights agreement with the purchasers in the February 2017 Private Placement providing them with certain rights relating to registration under the Securities Act of the common shares issued in the February 2017 Private Placement and the common shares underlying the February 2017 Warrants.

 

In connection with the closing of the February 2017 Private Placement, we also entered into two loan amendment agreements (each, a “Loan Amendment Agreement”) with each of two of our lenders.

 

One loan amendment agreement was entered into by the Company with Firment Trading Limited, a Marshall Islands corporation (“Firment”), a related party to us (it is an affiliate of our chairman) and the lender of the then outstanding loan in the principal amount of $18,523,787 to the Company (the “Firment Credit Facility”), pursuant to which Firment released (the “Firment Loan Amendment”) an amount equal to $16,885,000 (but to have an amount equal to $1,638,787 remain outstanding, and to continue to accrue under the Firment Credit Facility as though it were principal) of the Firment Credit Facility and the Company issued to Firment Shipping Inc., an affiliate of Firment 16,885,000 common shares (the “Firment Shares”) and a warrant to purchase 6,230,580 common shares at a price of $1.60 per share (subject to adjustment, the “Firment Warrant”, together with Firment Shares, the “Firment Securities”). Subsequent to the closing of the February 2017 private placement, Globus repaid the outstanding amount on the Firment Credit Facility in its entirety.

 

The other loan amendment agreement was entered into by the Company with Silaner Investments Limited, a Cyprus company (“Silaner”), a related party to us (it is an affiliate of our chairman) and the lender of the then outstanding loan in the principal amount of $3,189,048 to the Company (the “Silaner Credit Facility”), pursuant to which Silaner agreed to release (the “Silaner Loan Amendment”) an amount equal to the outstanding principal of $3,115,000 (but to have an amount equal to the accrued and unpaid interest of $74,048 remain outstanding, and to continue to accrue under the Silaner Credit Facility as though it were principal) of the Silaner Credit Facility and the Company issued to Firment Shipping Inc., an affiliate of Silaner 3,115,000 common shares (the “Silaner Shares”) and a warrant to purchase 1,149,437 common shares at a price of $1.60 per share (subject to adjustment, the “Silaner Warrant”, together with the Silaner Shares, the “Silaner Securities”). Subsequent to the closing of the February 2017 private placement, Globus repaid the outstanding amount on the Silaner Credit Facility in its entirety.

 

The February 2017 Warrants, the Firment Warrant and the Silaner Warrant are each exercisable for 24 months after their respective issuance. We refer to the entry into the Loan Amendment Agreements and Registration Rights Agreements and the issuances of the 5 million common shares, the February 2017 Warrants, Firment Securities, and the Silaner Securities as the “February 2017 Transactions.”

 

On April 13, 2017, we filed a registration statement on Form F-3 which registered the resale of the February 2017 Common Shares and the common shares issuable upon the exercise of the February 2017 Warrants, the Firment Warrant, and the Silaner Warrant. Subsequent to the filing of the registration statement, two investors partially exercised their warrants, purchasing 1,481,808 of our common shares for aggregate gross proceeds to us of approximately $2.4 million.

 

On June 23, 2017, we reached an agreement with DVB Bank SE to amend the DVB Loan Agreement, including amendments to relax or waive certain covenants for the period from April 1, 2017 to April 1, 2018 (the “Restructuring period”). The amendments with respect to the restructuring period were subject to a $1.7 million prepayment that was made in September 2017, which is the aggregated amount of two quarterly installments for each tranche, and another $1.7 million was deferred to the balloon payment of each tranche.

 

On July 10, 2017, we reached an agreement with HSH Nordbank AG to amend the HSH Loan Agreement including amendments to relax or waive certain covenants of the original loan agreement until March 3, 2018. The Company paid in September 2017 $1 million for repayment of debt and the four scheduled principal installments due within 2017, each amounting to $693,595, were deferred to the balloon payment. In addition, the Company undertook to raise new equity of at least $1.8 million.

 

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Description of the Warrant

 

The October 2017 Warrant underlying 12.5 million of the common shares being registered in this prospectus were issued on October 19, 2017 and have an exercise price of $1.60 per share. Both the number of shares issuable and the exercise price are subject to adjustments under customary conditions including share dividends and stock splits, as provided under the terms of the October 2017 Warrant.

 

Under the terms of the October 2017 Warrant issued pursuant to the October 2017 SPA, the Selling Shareholder may not exercise the October 2017 Warrant to the extent such exercise would cause the Selling Shareholder, together with its affiliates and attribution parties, to beneficially own a number of our common shares which would exceed 4.99% (which may be increased upon no less than 61 days’ notice, but not to exceed 9.99%) of our then outstanding common shares following such exercise, excluding for purposes of such determination common shares issuable upon exercise of the October 2017 Warrant which have not been exercised. This provision does not limit the Selling Shareholder from acquiring up to 4.99% of our common shares, selling all of their common shares, and re-acquiring up to 4.99% of our common shares. We refer to this as the “Blocker Provisions”.

 

The October 2017 Warrant was immediately exercisable upon its issuance and will expire two years after its issuance (October 19, 2019). It contains a penalty provision whereby the warrant’s holder has the right to a cashless exercise if, six months after its issuance, a registration statement covering their resale is not effective. If for any reason we are unable to keep such a registration statement active and our share price is higher than the $1.60 exercise price, we could be required to issue shares without receiving cash consideration.

 

The October 2017 Warrants and October 2017 SPA require us, within the later of (a) five full trading days of the exercise of a warrant and (b) three full trading days after receipt of the purchase price for such exercised warrants, to issue common shares, which, where called for in the warrants and the October 2017 SPA, must be free of restrictive legends. We are similarly obligated, where called for pursuant to the terms of the October 2017 SPA, to remove restrictive legends from 2.5 million common shares issued to purchasers in the October 2017 Private Placement being registered for resale in this prospectus. If we are unable to deliver proof that the above has occurred when required and if a warrant or shareholder has traded the common shares that we have failed to deliver unlegended, penalty provisions of the October 2017 SPA and October 2017 Warrant require us to make whole any warrant holder or shareholder who loses money by purchasing shares on the common market to complete its trade.

 

Listing

 

Our common stock is listed on The NASDAQ Capital Market under the symbol “GLBS”.

 

TAX CONSIDERATIONS

 

Marshall Islands Tax Considerations

 

The following discussion is based upon the opinion of Watson Farley & Williams LLP and the current laws of the Republic of the Marshall Islands and is applicable only to persons who are not citizens of and do not reside in, maintain offices in or engage in business, transactions, or operations in the Republic of the Marshall Islands.

 

Because we and our subsidiaries do not, and we do not expect that we or any of our subsidiaries will, conduct business, transactions, or operations in the Republic of the Marshall Islands, and because we anticipate that all documentation related to any offerings pursuant to this prospectus will be executed outside of the Republic of the Marshall Islands, under current Marshall Islands law holders of our common shares will not be subject to Marshall Islands taxation or withholding on dividends. In addition, holders of our common shares will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of common shares, and you will not be required by the Republic of the Marshall Islands to file a tax return relating to the shares of common shares.

 

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It is the responsibility of each shareholder to investigate the legal and tax consequences, under the laws of pertinent jurisdictions, including the Marshall Islands, of its investment in us. Accordingly, each shareholder is urged to consult its tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each shareholder to file all state, local and non-U.S., as well as U.S. federal, tax returns which may be required of such shareholder.

 

United States Tax Considerations

 

The following is a discussion of material United States federal income tax consequences of the ownership and disposition of the Company’s common shares that, subject to the representations, covenants, assumptions, conditions and qualifications described herein, may be relevant to prospective shareholders and, unless otherwise noted in the following discussion, is the opinion of Watson Farley & Williams LLP, our United States counsel, insofar as it relates to matters of United States federal income tax law and legal conclusions with respect to those matters. The opinion of our counsel is dependent on the accuracy of representations made by us to them, including descriptions of our operations contained herein. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, existing final, temporary and proposed regulations thereunder and current administrative rulings and court decisions, all as in effect on the effective date of this prospectus and all of which are subject to change, possibly with retroactive effect. Changes in these authorities may cause the tax consequences to vary substantially from the consequences described below. No rulings have been or are expected to be sought from the United States Internal Revenue Service, or the IRS, with respect to any of the United States federal income tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions.

 

The following summary does not deal with all United States federal income tax consequences applicable to any given holder of our common shares, nor does it address the United States federal income tax considerations applicable to categories of investors subject to special taxing rules, such as expatriates, banks, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, dealers or traders in securities or currencies, partnerships, S corporations, estates and trusts, investors that hold their common shares as part of a hedge, straddle or an integrated or conversion transaction, investors whose “functional currency” is not the United States dollar or investors that own, directly, indirectly, or by attribution, 10% or more of our stock by vote or value. Furthermore, the discussion does not address alternative minimum tax consequences or estate or gift tax consequences, or any state tax consequences, and is limited to shareholders that will hold their common shares as “capital assets” within the meaning of Section 1221 of the Code. Each shareholder is encouraged to consult, and discuss with his or her own tax advisor the United States federal, state, local and non-United States tax consequences particular to him or her of the acquisition, ownership or disposition of common shares. Further, it is the responsibility of each shareholder to file all state, local and non-United States, as well as United States federal, tax returns that may be required of it.

 

United States Federal Income Taxation of United States Holders

 

As used herein, “United States Holder” means a beneficial owner of the Company’s common shares that is an individual citizen or resident of the United States for United States federal income tax purposes, a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States or any state thereof (including the District of Columbia), an estate the income of which is subject to United States federal income taxation regardless of its source or a trust where a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (as defined in the Code) have the authority to control all substantial decisions of the trust (or a trust that has made a valid election under United States Department of the Treasury regulations to be treated as a domestic trust). A “Non-United States Holder” generally means any owner (or beneficial owner) of common shares that is not a United States Holder, other than a partnership. If a partnership holds common shares, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding common shares should consult their own tax advisors regarding the tax consequences of an investment in the common shares (including their status as United States Holders or Non-United States Holders).

 

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Distributions

 

Subject to the discussion of passive foreign investment companies, or PFICs, below, any distributions made by the Company with respect to the common shares to a United States Holder will generally constitute dividends, which may be taxable as ordinary income or qualified dividend income as described in more detail below, to the extent of the Company’s current or accumulated earnings and profits as determined under United States federal income tax principles. Distributions in excess of the Company’s earnings and profits will be treated as a nontaxable return of capital to the extent of the United States Holder’s tax basis in its common shares and, thereafter, as capital gain.

 

Dividends paid in respect of the Company’s common shares may qualify for the preferential rate attributable to qualified dividend income if: (1) the common shares are readily tradable on an established securities market in the United States; (2) the Company is not a PFIC for the taxable year during which the dividend is paid or in the immediately preceding taxable year; (3) the United States Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend and (4) the United States Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. The first requirement currently is and has been met, as our common shares are listed on the Nasdaq Capital Market tier of the Nasdaq Stock Market, which is an established securities market. Further, there is no minimal trading requirement for shares to be “readily tradable,” so as long as our common shares remain listed on the Nasdaq Capital Market or any other established securities market in the United States, the first requirement will be satisfied. However, if our common shares are delisted and are not tradable on an established securities market in the United States, the first requirement would not be satisfied, and dividends paid in respect of our common shares would not qualify for the preferential rate attributable to qualified dividend income. The second requirement is expected to be met as more fully described below under “—Consequences of Possible PFIC Classification.” Satisfaction of the final two requirements will depend on the particular circumstances of each United States Holder. Consequently, if any of these requirements are not met, the dividends paid to individual United States Holders in respect of the Company’s common shares would not be treated as qualified dividend income and would be taxed as ordinary income at ordinary rates.

 

Amounts taxable as dividends generally will be treated as income from sources outside the United States and will, depending on your circumstances, be “passive” or “general” income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit allowable to you. However, if (1)(A) in the case of a United States Holder’s taxable year ending before December 31, 2018, the Company is 50% or more owned, by vote or value, by United States persons, or (B) in the case of a United States Holder’s taxable year ending on or after December 31, 2018, the Company is 10% or more owned, by vote or value, by United States persons, or is a PFIC and (2) at least 10% of the Company’s earnings and profits are attributable to sources within the United States, then for foreign tax credit purposes, a portion of our dividends would be treated as derived from sources within the United States. Under such circumstances, with respect to any dividend paid for any taxable year, the United States source ratio of the Company’s dividends for foreign tax credit purposes would be equal to the portion of the Company’s earnings and profits from sources within the United States for such taxable year, divided by the total amount of the Company’s earnings and profits for such taxable year.

 

Consequences of Possible PFIC Classification

 

A non-United States entity treated as a corporation for United States federal income tax purposes will be a PFIC in any taxable year in which, after taking into account the income and assets of the corporation and certain subsidiaries pursuant to a “look through” rule, either: (1) 75% or more of its gross income is “passive” income or (2) 50% or more of the average value of its assets is attributable to assets that produce passive income or are held for the production of passive income. If a corporation is a PFIC in any taxable year that a person holds shares in the corporation (and was not a qualified electing fund with respect to such year, as discussed below), the shares held by such person will be treated as shares in a PFIC for all future years (absent an election which, if made, may require the electing person to pay taxes in the year of the election). A United States Holder of shares in a PFIC would be required to file an annual information return on IRS Form 8621 containing information regarding the PFIC as required by United States Department of the Treasury regulations.

 

While there are legal uncertainties involved in this determination, including as a result of adverse case law described herein, based upon the Company’s and its subsidiaries’ expected operations as described herein and based upon the current and expected future activities and operations of the Company and its subsidiaries, the income of the Company and such subsidiaries from time charters should not constitute “passive income” for purposes of applying the PFIC rules, and the assets that the Company owns for the production of this time charter income should not constitute passive assets for purposes of applying the PFIC rules.

 

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Although there is no legal authority directly on point, this view is based principally on the position that the gross income that the Company and its subsidiaries derive from time charters constitutes services income rather than passive rental income. The Fifth Circuit Court of Appeals decided in Tidewater Inc. v. United States , 565 F.3d 299 (5th Cir., 2009) that a typical time charter is a lease, and not a contract for the provision of transportation services. In that case, the court was considering a tax issue that turned on whether the taxpayer was a lessor where a vessel was under a time charter, and the court did not address the definition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter would be classified under such rules. If the reasoning of the Tidewater case is applied to the Company’s situation and the Company’s or its subsidiaries’ time charters are treated as leases, the Company’s or its subsidiaries’ time charter income could be classified as rental income and the Company would be a PFIC unless more than 25% of the income of the Company (taking into account the subsidiary look through rule) is from spot charters plus other active income or an active leasing exception applies. The IRS has announced that it will not follow the reasoning of the Tidewater case and would have treated the income from the time charters at issue in that case as services income, including for other purposes of the Code. The Company intends to take the position that all of its time, voyage and spot chartering activities will generate active services income and not passive leasing income, but in the absence of direct legal authority specifically relating to the Code provisions governing PFICs, the IRS or a court could disagree with this position. Although the matter is not free from doubt as described herein, based on the current operations and activities of the Company and its subsidiaries and on the relative values of the vessels in the Company’s fleet and the charter income in respect of the vessels, Globus Maritime Limited should not be treated as a PFIC during the taxable year ended December 31, 2016.

 

Based on the Company’s intention and expectation that the Company’s subsidiaries’ income from spot, time and voyage chartering activities plus other active operating income will be greater than 25% of the Company’s total gross income at all relevant times and that the gross value of the vessels subject to such time, voyage or spot charters will exceed the gross value of all the passive assets the Company owns at all relevant times, Globus Maritime Limited does not expect that it will constitute a PFIC with respect to a taxable year in 2017 or the near future thereafter.

 

The Company will try to manage its vessels and its business so as to avoid being classified as a PFIC for a future taxable year; however there can be no assurance that the nature of the Company’s assets, income and operations will remain the same in the future (notwithstanding the Company’s current expectations). Additionally, no assurance can be given that the IRS or a court of law will accept the Company’s position that the time charters that the Company’s subsidiaries have entered into or any other time charter that the Company or a subsidiary may enter into will give rise to active income rather than passive income for purposes of the PFIC rules, or that future changes of law will not adversely affect this position. The Company has not obtained a ruling from the IRS on its time charters or its PFIC status and does not intend to seek one. Any contest with the IRS may materially and adversely impact the market for the common shares and the prices at which they trade. In addition, the costs of any contest on the issue with the IRS will result in a reduction in cash available for distribution and thus will be borne indirectly by the Company’s shareholders.

 

If Globus Maritime Limited were to be classified as a PFIC in any year, each United States Holder of the Company’s shares will be subject (in that year and all subsequent years) to special rules with respect to: (1) any “excess distribution” (generally defined as any distribution received by a shareholder in a taxable year that is greater than 125% of the average annual distributions received by the shareholder in the three preceding taxable years or, if shorter, the shareholder’s holding period for the shares), and (2) any gain realized upon the sale or other disposition of the common shares. Under these rules:

 

Ø the excess distribution or gain will be allocated ratably over the United States Holder’s holding period;

 

Ø the amount allocated to the current taxable year and any year prior to the first year in which the Company was a PFIC will be taxed as ordinary income in the current year; and

 

Ø the amount allocated to each of the other taxable years in the United States Holder’s holding period will be subject to United States federal income tax at the highest rate in effect for the applicable class of taxpayer for that year, and an interest charge will be added as though the amount of the taxes computed with respect to these other taxable years were overdue.

 

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In order to avoid the application of the PFIC rules, United States Holders may make a qualified electing fund, or a QEF, election provided in Section 1295 of the Code in respect of their common shares. Even if a United States Holder makes a QEF election for a taxable year of the Company, if the Company was a PFIC for a prior taxable year during which such holder held the common shares and for which such holder did not make a timely QEF election, the United States Holder would also be subject to the more adverse rules described above. Additionally, to the extent any of the Company’s subsidiaries is a PFIC, an election by a United States Holder to treat Globus Maritime Limited as a QEF would not be effective with respect to such holder’s deemed ownership of the stock of such subsidiary and a separate QEF election with respect to such subsidiary is required. In lieu of the PFIC rules discussed above, a United States Holder that makes a timely, valid QEF election will, in very general terms, be required to include its pro rata share of the Company’s ordinary income and net capital gains, unreduced by any prior year losses, in income for each taxable year (as ordinary income and long-term capital gain, respectively) and to pay tax thereon, even if no actual distributions are received for that year in respect of the common shares and even if the amount of that income is not the same as the amount of actual distributions paid on the common shares during the year. If the Company later distributes the income or gain on which the United States Holder has already paid taxes under the QEF rules, the amounts so distributed will not again be subject to tax in the hands of the United States Holder. A United States Holder’s tax basis in any common shares as to which a QEF election has been validly made will be increased by the amount included in such United States Holder’s income as a result of the QEF election and decreased by the amount of nontaxable distributions received by the United States Holder. On the disposition of a common share, a United States Holder making the QEF election generally will recognize capital gain or loss equal to the difference, if any, between the amount realized upon such disposition and its adjusted tax basis in the common share. In general, a QEF election should be made by filing a Form 8621 with the United States Holder’s federal income tax return on or before the due date for filing such United States Holder’s federal income tax return for the first taxable year for which the Company is a PFIC or, if later, the first taxable year for which the United States Holder held common shares. In this regard, a QEF election is effective only if certain required information is made available by the PFIC. Subsequent to the date that the Company first determines that it is a PFIC, the Company will use commercially reasonable efforts to provide any United States Holder of common shares, upon request, with the information necessary for such United States Holder to make the QEF election.

 

In addition to the QEF election, Section 1296 of the Code permits United States Holders to make a “mark-to-market” election with respect to marketable shares in a PFIC, generally meaning shares regularly traded on a qualified exchange or market and certain other shares considered marketable under United States Department of the Treasury regulations. For this purpose, a class of shares is regularly traded on a qualified exchange or market for any calendar year during which such class of shares is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter of the year. Our common shares historically have been regularly traded on the Nasdaq Capital Market or the Nasdaq Global Market, which are established securities markets. However, if our common shares were to be delisted, then the mark-to-market election generally would be unavailable to United States Holders. If a United States Holder makes a mark-to-market election in respect of its common shares, such United States Holder generally would, in each taxable year: (1) include as ordinary income the excess, if any, of the fair market value of the common shares at the end of the taxable year over such United States Holder’s adjusted tax basis in the common shares, and (2) be permitted an ordinary loss in respect of the excess, if any, of such United States Holder’s adjusted tax basis in the common shares over their fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election (with the United States Holder’s basis in the common shares being increased and decreased, respectively, by the amount of such ordinary income or ordinary loss). The consequences of this election may be less favorable than those of a QEF election for United States Holders that are sensitive to the distinction between ordinary income and capital gain.

 

United States Holders are urged to consult their tax advisors as to the consequences of making a mark-to-market or QEF election, as well as other United States federal income tax consequences of holding shares in a PFIC.

 

As previously indicated, if the Company were to be classified as a PFIC for a taxable year in which the Company pays a dividend or the immediately preceding taxable year, dividends paid by the Company would not constitute “qualified dividend income” and, hence, would not be eligible for the reduced rate of United States federal income tax.

 

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Sale, Exchange or Other Disposition of Common Shares

 

A United States Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of common shares in an amount equal to the difference between the amount realized by the United States Holder from such sale, exchange or other disposition and the United States Holder’s tax basis in such common shares. Assuming the Company does not constitute a PFIC for any taxable year, this gain or loss will generally be treated as long-term capital gain or loss if the United States Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Long term capital gains recognized by a United States Holder other than a corporation are generally taxed at preferential rates. A United States Holder’s ability to deduct capital losses is subject to limitations.

 

Net Investment Income Tax

 

A United States Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) such United States Holder’s “net investment income” (or undistributed “net investment income” in the case of estates and trusts) for the relevant taxable year and (2) the excess of such United States Holder’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A United States Holder’s net investment income will generally include its gross dividend income and its net gains from the disposition of the common shares, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). Net investment income generally will not include a United States Holder’s pro rata share of the Company’s income and gain (if we are a PFIC and that United States Holder makes a QEF election, as described above in “—Consequences of Possible PFIC Classification”). However, a United States Holder may elect to treat inclusions of income and gain from a QEF election as net investment income. Failure to make this election could result in a mismatch between a United States Holder’s ordinary income and net investment income. If you are a United States Holder that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of the net investment income tax to your income and gains in respect of your investment in the common shares.

 

United States Federal Income Taxation of Non-United States Holders

 

A Non-United States Holder will generally not be subject to United States federal income tax on dividends paid in respect of the common shares or on gains recognized in connection with the sale or other disposition of the common shares provided that the Non-United States Holder makes certain tax representations regarding the identity of the beneficial owner of the common shares, that such dividends or gains are not effectively connected with the Non-United States Holder’s conduct of a United States trade or business and that, with respect to gain recognized in connection with the sale or other disposition of the common shares by a non-resident alien individual, such individual is not present in the United States for 183 days or more in the taxable year of the sale or other disposition and other conditions are met. If the Non-United States Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the common shares, including dividends and gain from the sale, exchange or other disposition of the common stock, that is effectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed above relating to the taxation of United States Holders.

 

Backup Withholding and Information Reporting

 

Information reporting to the IRS may be required with respect to payments on the common shares and with respect to proceeds from the sale of the common shares. With respect to Non-United States Holders, copies of such information returns may be made available to the tax authorities in the country in which the Non-United States Holder resides under the provisions of any applicable income tax treaty or exchange of information agreement. A “backup” withholding tax may also apply to those payments if:

 

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Ø a holder of the common shares fails to provide certain identifying information (such as the holder’s taxpayer identification number or an attestation to the status of the holder as a Non-United States Holder);

 

Ø such holder is notified by the IRS that he or she has failed to report all interest or dividends required to be shown on his or her federal income tax returns; or

 

Ø in certain circumstances, such holder has failed to comply with applicable certification requirements.

 

Backup withholding is not an additional tax and may be refunded (or credited against the holder’s United States federal income tax liability, if any), provided that certain required information is furnished to the IRS in a timely manner.

 

Non-United States Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable.

 

United States Holders of common shares may be required to file forms with the IRS under the applicable reporting provisions of the Code. For example, such United States Holders may be required, under Sections 6038, 6038B and/or 6046 of the Code, and the regulations thereunder, to supply the IRS with certain information regarding the United States Holder, other United States Holders and the Company if (1) such person owns at least 10% of the total value or 10% of the total combined voting power of all classes of shares entitled to vote or (2) the acquisition of our common shares, when aggregated with certain other acquisitions that may be treated as related under applicable regulations, exceeds $100,000 in value. In the event a United States Holder fails to file a form when required to do so, the United States Holder could be subject to substantial tax penalties.  You should consult your tax advisor regarding the filing of these forms.

 

Individual United States Holders who hold certain specified foreign assets with values in excess of certain dollar thresholds are required to report such assets on IRS Form 8938 with their United States federal income tax return, subject to certain exceptions (including an exception for foreign assets held in accounts maintained by financial institutions). Stock in a foreign corporation, including our common shares, is a specified foreign asset for this purpose. Penalties apply for failure to properly complete and file Form 8938. You should consult your tax advisor regarding the filing of this form.

 

We encourage each United States Holder and Non-United States Holder to consult with his, her or its own tax advisor as to the particular tax consequences to him, her or it of holding and disposing of the Company’s common shares, including the applicability of any federal, state, local or foreign tax laws and any proposed changes in applicable law.

 

EXPENSES

 

The following are the estimated expenses of the issuance and distribution of the securities being registered under the registration statement of which this prospectus forms a part, all of which will be paid by us.

 

Commission registration fee   $ 9,104  
FINRA filing fee   $ *  
Legal fees and expenses   $ *  
Accounting fees and expenses   $ *  
Printing and typesetting expenses   $ *  
Blue sky fees and expenses   $ *  
Miscellaneous   $ *  
Total   $ *  

 

*To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this registration statement.

 

  20  

 

 

LEGAL MATTERS

 

The validity of the securities offered by this prospectus with respect to Marshall Islands law and certain other legal matters relating to United States and Marshall Islands law will be passed upon for us by Watson Farley & Williams LLP, New York, New York.

 

EXPERTS

 

The consolidated financial statements of Globus Maritime Limited appearing in Globus Maritime Limited’s Annual Report (Form 20-F) for the year ended December 31, 2016, have been audited by Ernst & Young (Hellas) Certified Auditors Accountants S.A., independent registered public accounting firm, as set forth in their report thereon, included therein, and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. Ernst & Young (Hellas) Certified Auditors Accountants S.A. is located at 8B Chimarras street, 15125, Maroussi, Greece and is registered as a corporate body with the public register for company auditors-accountants kept with the Body of Certified-Auditors-Accountants ("SOEL"), Greece with registration number 107.

 

Part II

Information Not Required in the Prospectus

 

Item 8. Indemnification of Directors and Officers.

 

Indemnification of Directors and Officers and Limitation of Liability

 

The Marshall Islands Business Corporations Act authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their shareholders for monetary damages for breaches of directors’ fiduciary duties other than (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not undertaken in good faith or which involve intentional misconduct or a knowing violation of law; or (iii) for any transaction from which a director derived an improper personal benefit. Our articles of incorporation include a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director to the fullest extent permitted by law and provides that we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certain expenses to our directors and officers and expect to carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. We believe that these indemnification provisions and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.

 

The limitation of liability and indemnification provisions in our articles of incorporation may discourage shareholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, may otherwise benefit us and our shareholders. In addition, an investor in our common shares may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

 

There is no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Company, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

  21  

 

 

Item 9. Exhibits

 

The exhibit index at the end of this registration statement identifies the exhibits which are included in this registration statement and are incorporated herein by reference (the “Exhibit Index”).

 

Item 10. Undertakings

 

(a) The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

Provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form F-3 and 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 prospectus filed pursuant to Rule 424(b) that is part of 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 of Regulation S-X 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.

 

  22  

 

 

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

(i) If the registrant is relying on Rule 430B:

 

(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) For the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of its securities 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.

 

  23  

 

 

(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)-(g) Not applicable.

 

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

 

(i)-(k) Not applicable.

 

  24  

 

 

 

 

 

 

$50,000,000 of Common Shares

15,000,000 Common Shares offered by the Selling Shareholder

 

 

 

PROSPECTUS

 

 

 

January 17, 2018

 

 

 

  25  

 

 

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-3 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 January 17, 2018.

 

  GLOBUS MARITIME LIMITED
     
  By:   /s/    Athanasios Feidakis
  Name:   Athanasios Feidakis
  Title:  

Chief Executive Officer &

Chief Financial Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below appoints Athanasios Feidakis, as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, 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 attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of his substitute and substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on January 17, 2018 in the capacities indicated.

 

     
Signature   Title
     

/s/    Athanasios Feidakis

Athanasios Feidakis

  Director, Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Financial Officer)
     

/s/    Georgios Feidakis

Georgios Feidakis

  Director; Chairman of the Board of Directors
     

/s/    Jeffrey O. Parry

Jeffrey O. Parry

  Director
     

/s/    Ioannis Kazantzidis

Ioannis Kazantzidis

  Director

 

 

 

 

AUTHORIZED UNITED STATES REPRESENTATIVE

 

Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly undersigned representative in the United States of the Registrant, has signed this registration statement in the City of Newark, State of Delaware, on January 17, 2018.

 

PUGLISI & ASSOCIATES  
By: /s/ Donald Puglisi  
Name: Donald Puglisi  
Title: Managing Director  
  Authorized Representative in the United States  

 

 

 

 

EXHIBIT INDEX

 

Exhibit

Number

  Description
     
1.1   Underwriting Agreement (for equity securities) +
     
4.1   Articles of Incorporation of Globus Maritime Limited (incorporated by reference to Exhibit 3.1 to Amendment No. 1 to Globus Maritime Limited’s Registration Statement on Form F-1 (Reg. No. 333-170755) filed on November 24, 2010)
     
4.2   Certificate of Designation for Series A Preferred Stock of Globus Maritime Limited (incorporated by reference to Exhibit 1.3 to Globus Maritime Limited’s Annual Report on Form 20-F (Reg. No. 001-34985) filed on April 27, 2012)
     
4.3   Articles of Amendment of Globus Maritime Limited dated October 17, 2016 (incorporated by reference to Exhibit 1.4 to Globus Maritime Limited’s Annual Report on Form 20-F (Reg. No. 001-34985) filed on April 11, 2017)
     
4.4   Bylaws of Globus Maritime Limited (incorporated by reference to Exhibit 3.2 to Amendment No. 1 to Globus Maritime Limited’s Registration Statement on Form F-1 (Reg. No. 333-170755) filed on November 24, 2010)
     
4.5   Share and Warrant Purchase Agreement dated October 19, 2017 between Globus Maritime Limited and the Purchasers listed on Schedule A thereto, incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 6-K (Reg. No. 001-170755), furnished on October 19, 2017
     
4.6   Registration Rights Agreement between Globus Maritime Limited and the Purchasers dated October 19, 2017, incorporated by reference to Exhibit 10.2 of the Company’s Report on Form 6-K (Reg. No. 001-34985), furnished on October 19, 2017
     
4.7   Warrant issued to the Selling Shareholder, incorporated by reference to Exhibit 10.3 of the Company’s Report on Form 6-K (Reg. No. 001-34985), furnished on October 19, 2017
     
5.1*   Opinion of Legality of Watson Farley & Williams LLP, counsel to the Company as to the validity of the common shares
     
8.1*   Opinion of Legality of Watson Farley & Williams LLP, counsel to the Company as to U.S. tax matters
     

8.2*

 

Opinion of Legality of Watson Farley & Williams LLP, counsel to the Company as to Marshall Islands tax matters

     
23.1   Consent of Watson Farley & Williams LLP (included in Exhibit 5.1)
     
23.2*   Consent of Independent Registered Public Accounting Firm Ernst & Young (Hellas) Certified Auditors Accountants S.A.

 

+ To be filed either as an amendment or as an exhibit to a report filed pursuant to the Securities Exchange Act of 1934 of the Registrant and incorporated by reference into this Registration Statement.
   
* Filed herewith.

 

 

 

Exhibit 5.1

 

 

 

Globus Maritime Limited

128 Vouliagmenis Avenue, 3rd Floor

166 74 Glyfada

Athens, Greece

 
   
Our reference: 28510.50006/80536589v3  

 

January 17, 2018

 

Registration Statement on Form F-3 – Exhibit 5.1 Opinion

 

Dear Sirs:

 

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-3 (as amended or supplemented from time to time and inclusive of all exhibits, the “ Registration Statement ”), relating to the registration under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) of the sale from time to time of certain of the Company’s common shares, par value $0.004 per share (each, a “ Common Share ”), of :

 

(i) 2,500,000 Common Shares (the “ Resale Shares ”) which are currently outstanding, and which were issued on February 9, 2017 pursuant to a share and warrant purchase agreement (the “ Purchase Agreement ”) dated October 19, 2017, between the Company and the purchaser signatory thereto (the “ Purchaser ”);

 

(ii) 12,500,000 Common Shares (the “ Warrant Shares ”) in the aggregate, which are issuable upon the exercise of a warrant (the “ Warrant ”) issued to the Purchaser on October 19, 2017 pursuant to the Purchase Agreement; and

 

(iii) Common Shares valued at up to $50,000,000 (the “ Baby Shelf Shares ”), which may be issued from time to time in a primary offering by the Company.

 

In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

 

(i) the Registration Statement and the prospectus included in the Registration Statement (as amended from time to time, the “ Prospectus ”);

 

(ii) the Purchase Agreement and Warrant;

 

 

 

 

 

 

Page 2

 

 

 

(iii) the articles of incorporation and bylaws of the Company, each as amended to date (the “ Organizational Documents ”); and

 

(iv) 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.

 

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, (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, (f) that a definitive purchase agreement, underwriting agreement or similar agreement with respect to any Baby Shelf Shares offered will have been duly authorized and validly executed and delivered by the Company and the other parties thereto, and (g) that all Baby Shelf Shares will be duly authorized and validly issued, and the certificates, if any, evidencing the same will be duly executed and delivered, after receipt of the consideration approved by the board of directors of the Company.

 

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, and upon the representations and warranties of the parties to the Purchase Agreement. We have not independently verified the facts so relied on.

 

We have assumed that the Company will, at the time of any issuance of shares of common stock pursuant to any Warrant, and at the time of issuance of any Baby Shelf Shares, have a sufficient number of authorized but unissued shares of common stock (after taking into account any shares reserved for issuance) pursuant to its articles of incorporation to so issue the relevant number of shares of common stock.

 

This opinion is limited to the laws of the Republic of the Marshall Islands as in effect on 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, and subject to the qualifications, limitations and assumptions set forth herein, we are of the opinion that:

 

1. The Resale Shares have been duly authorized and are validly issued and nonassessable.

 

2. When the Warrant Shares are issued and delivered after due exercise of the relevant Warrant and after payment therefor has been received in accordance with the terms of the articles of incorporation and bylaws, the relevant Warrant, the Registration Statement, and Prospectus, the Warrant Shares will be validly issued, fully paid, and nonassessable.

 

 

 

 

Page 3

 

 

 

3. When the terms of the issuance and sale thereof have been duly authorized and approved by the Company’s board of directors, and when issued and delivered by the Company after receipt of payment therefor in accordance with the terms of the Company’s Organizational Documents, the applicable purchase, underwriting or similar agreement and the Prospectus and a prospectus supplement, the Baby Shelf Shares will be validly issued, fully paid, and nonassessable.

 

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 8.1

 

 

 

Globus Maritime Limited

128 Vouliagmenis Avenue, 3rd Floor

166 74 Glyfada

Athens, Greece

 
   
Our reference: 28510.50006/80536591v3  

 

January 17, 2018

 

Registration Statement on Form F-3 – 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-3 (inclusive of all exhibits and amendments, the “ Registration Statement ”), relating to the registration under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) of (a) the potential resale from time to time of 15,000,000 of the Company’s common shares, par value $0.004 per share, of which 2,500,000 are issued and outstanding and 12,500,000 are issuable upon the exercise of currently issued and outstanding warrants and (b) the primary offering of common shares of the Company valued at up to $50,000,000.

 

In rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the following documents:

 

(i) the Registration Statement and the prospectus included therein (the “ Prospectus ”); and

 

(ii) 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.

 

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.

 

 

 

 

 

 

Page 2

 

 

 

We hereby confirm that we have reviewed the section titled “Tax Considerations—United States Tax Considerations—United States Federal Income Taxation of United States Holders” in the Registration Statement. 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 Company’s common shares, 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 Company’s common shares, 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. We express no opinion with respect to tax consequences under any state, local, or non-U.S. tax law.

 

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, any of which may be changed at any time with retroactive effect. 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 8.2

 

 

 

Globus Maritime Limited

128 Vouliagmenis Avenue, 3rd Floor

166 74 Glyfada

Athens, Greece

 
   
Our reference: 25810.50006/880536590v3    

 

January 17, 2018

 

Registration Statement on Form F-3 – Exhibit 8.2 Opinion

 

Dear Sirs:

 

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-3 (as amended or supplemented from time to time and inclusive of all exhibits, the “ Registration Statement ”), relating to the registration under the U.S. Securities Act of 1933, as amended (the “ Securities Act ”) of (a) the potential resale from time to time of 15,000,000 of the Company’s common shares, par value $0.004 per share, of which 2,500,000 are issued and outstanding and 12,500,000 are issuable upon the exercise of currently issued and outstanding warrants and (b) the primary offering of common shares of the Company valued at up to $50,000,000.

 

As such counsel, we have examined originals or copies (certified or otherwise identified to our satisfaction) of all such documents, including (i) the Registration Statement and the prospectus contained therein (the “ Prospectus ”), (ii) the articles of incorporation and bylaws of the Company, and (iii) such other corporate records, certificates, agreements, documents or other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company as we have deemed relevant and necessary.

 

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.

 

 

 

 

 

 

Page 2

 

 

 

This opinion letter is limited to Marshall Islands Law.  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 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 hereby confirm that we have reviewed the discussion set forth in the Prospectus under the caption “Tax Considerations – Marshall Islands Tax Considerations” and 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).

 

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, 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 23.2

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form F-3) and related Prospectus of Globus Maritime Limited for the registration of $50,000,000 of its common shares and the registration of 15,000,000 shares of its common stock offered by the Selling Shareholders and to the incorporation by reference therein of our report dated April 11, 2017, 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, 2016, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young (Hellas) Certified Auditors Accountants  
Athens, Greece  
January 17, 2018