UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Date of Report: November 14, 2018

Commission File Number: 001-34104

 

 

NAVIOS MARITIME ACQUISITION CORPORATION

7 Avenue de Grande Bretagne, Office 11B2

Monte Carlo, MC 98000 Monaco

(Address of Principal Executive Offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒  Form 20-F             ☐  Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ☐            No  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ☐            No  ☒

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

Yes  ☐            No  ☒

 

 

 

This Report on Form 6-K is hereby incorporated by reference into the Navios Maritime Acquisition Corporation Registration Statements on Form F-3, File Nos. 333-170896 and 333-214739.

Special Meeting of Stockholders

On November 9, 2018, Navios Maritime Acquisition Corporation (the “Company”) announced that, at the 2018 Special Meeting of Stockholders (the “Special Meeting”) held on November 9, 2018, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the Company’s common stock, par value $0.0001. The proposal is described in detail in the Company’s proxy statement, which was filed as an attachment to the Report of Foreign Private Issuer on Form 6-K, filed on October 19, 2018. A copy of the press release is attached as Exhibit 99.1 to this Report and is incorporated herein by reference.

Reverse Stock Split

On November 12, 2018, the Company filed an amendment to its Amended and Restated Articles of Incorporation to effectuate the one-for-fifteen reverse stock split of the Company’s issued and outstanding shares of common stock, as approved by the stockholders at the Special Meeting, as described above. A copy of the amendment is attached as Exhibit 1.1 to this Report and is incorporated herein by reference.

The reverse stock split became effective at 12:01 a.m. New York City time on November 14, 2018 (the “Effective Date”), and the Company’s common stock began trading on a post-split basis on the New York Stock Exchange on the Effective Date, under its existing trading symbol “NNA.” The new CUSIP number for the Company’s common stock following the reverse stock split is Y62159 143.

Upon effectiveness of the reverse stock split, every 15 shares of the Company’s issued and outstanding pre-reverse split common stock were combined and reclassified into one share of the Company’s common stock. As of the date hereof, approximately 9,525,776 shares of common stock are issued and outstanding on a post-split basis.

No fractional shares of common stock will be issued in connection with of the reverse stock split. Stockholders who would otherwise hold a fractional share will receive a cash payment in lieu thereof.

The number of authorized shares and other terms of the Company’s common stock were not affected by the reverse stock split. The Company’s transfer agent, Continental Stock Transfer & Trust Company, is acting as its exchange agent and will send instructions to stockholders of record holding shares in certificate form regarding the exchange of such certificates for a new certificate representing the shares of common stock resulting from the reverse stock split. Stockholders with shares held in book-entry form or through a bank, broker or other nominee are not required to take any action and will see the impact of the reverse stock split reflected in their accounts on or after the Effective Date. Such beneficial holders may contact their bank, broker or nominee for more information.

Additional information about the reverse stock split can be found in the Company’s proxy statement, which was filed as an attachment to the Report of Foreign Private Issuer on Form 6-K, filed on October 19, 2018.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    NAVIOS MARITIME ACQUISITION CORPORATION
Date: November 14, 2018     By:   /s/ Angeliki Frangou
      Angeliki Frangou
      Chairman and Chief Executive Officer

EXHIBIT INDEX

 

Exhibit

No.

  

Exhibit

1.1    Articles of Amendment of the Amended and Restated Articles of Incorporation, as filed with the Registrar of Corporations of the Marshall Islands on November 12, 2018.
99.1    Press Release, dated November 9, 2018.

Exhibit 1.1

 

LOGO  

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

 

OF

 

NAVIOS MARITIME ACQUISITION CORPORATION

Reg. No. 28888

 

 

    REPUBLIC OF THE MARSHALL ISLANDS
    REGISTRAR OF CORPORATIONS
    DUPLICATE COPY
    The original of this Document was filed in
    accordance with Section 5 of the
    Business Corporations Act on
NON RESIDENT    
   

November 12, 2018

   

/s/ Vasiliki Lymperopoulou

    Vasiliki Lymperopoulou
    Deputy Registrar

 

LOGO

LOGO

APOSTILLE (Hague Convention of 5 October 1961/ Convention de la Haye 5 du Octobre 1961) 1. Country: The Republic of the Marshall Islands This Public Document 2. has been signed by V. Lymperopoulou 3. acting of the capacity of: Deputy Registrar Republic of the Marshall Islands 4. bears the seal/stamp of: Registrar of Corporations, Republic of the Marshall Islands Certified 5. at: Piraeus, Greece 6. On November 12, 2018 7. by: Special Agent of the Republic of the Marshall Islands the Marshall Islands 8. Number: P-26027-11/18 9. Seal /stamp: 10: Signature:

ARTICLES OF AMENDMENT OF THE AMENDED AND RESTATED

ARTICLES OF INCORPORATION OF

NAVIOS MARITIME ACQUISITION CORPORATION

UNDER SECTION 90 OF THE BUSINESS CORPORATIONS ACT

The undersigned, Secretary of NAVIOS MARITIME ACQUISITION CORPORATION, a corporation incorporated under the laws of the Republic of the Marshall Islands, for the purpose of amending the Amended and Restated Articles of Incorporation of said Corporation hereby certify:

 

  1.

The name of the Corporation is: Navios Maritime Acquisition Corporation.

 

  2.

The Articles of Incorporation were filed with the Registrar of Corporations as of the 14th day of March 2008 and Amended and Restated Articles of Incorporation of the Corporation were filed with the Registrar of Corporations as of the 2nd day of June 2010.

 

  3.

The Amended and Restated Articles of Incorporation of the Corporation were amended on February 9, 2011.

 

  4.

Article Four of the Amended and Restated Articles of Incorporation is hereby amended by adding the following immediately following the last paragraph of such article:

“Effective as of 5:01 a.m., Marshall Islands time on November 15, 2018 (12:01 a.m., New York City time on November 14, 2018), every fifteen (15) shares of common stock of the Corporation then issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined, converted, and changed into one (1) share of common stock of the Corporation (the “Reverse Stock Split”); provided, however, that the number and par value of shares of Common Stock and the number and par value of shares of Preferred Stock authorized pursuant to this Article Four shall not be altered. No fractional shares shall be issued upon the Reverse Stock Split.

Stockholders of record who otherwise would be entitled to receive fractional shares of Common Stock as a consequence of the Reverse Stock Split will be entitled, upon surrender to the exchange agent of certificates representing such shares of our Common Stock or, in the case of non-certificated shares of Common Stock, such proof of ownership as required by the exchange agent, to a cash payment in lieu thereof at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the average of the closing price per share of our common stock on the New York Stock Exchange for the five (5) consecutive trading days immediately preceding the Effective Date, as adjusted for the Reverse Stock Split as appropriate or, if such price is not available, a price to be determined by the Board of Directors.”

 

  5.

The amendment to the Articles of Incorporation was authorized by vote of the holders of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.

IN WITNESS WHEREOF , the undersigned has executed these Articles of Amendment to the Amended and Restated Articles of Incorporation on this eleventh day of November, 2018 under penalty of perjury pursuant to section 5 of the Business Corporations Act.

 

/s/ Vasiliki Papaefthymiou

Vasiliki Papaefthymiou
Secretary

Exhibit 99.1

 

LOGO

Navios Maritime Acquisition Corporation

Announces

Stockholder Approval of a 1:15 Reverse Stock Split

And

Effective Date of November 14

MONACO, Nov. 9, 2018 (GLOBE NEWSWIRE) — Navios Maritime Acquisition Corporation (“Navios Acquisition” or the “Company”) (NYSE: NNA), an owner and operator of tanker vessels, announced that the previously disclosed one-for-fifteen reverse split of its common stock was approved by Company’s stockholders at a special meeting held today.

The reverse stock split will be effected immediately before any trading commences prior to market open on November 14, 2018. The common stock will begin trading on November 14, 2018 on a split-adjusted basis on the New York Stock Exchange, under the same ticker symbol, NNA.

Based on approximately 144.1 million shares of common stock issued and outstanding as of the record date, following the reverse split the Company will have approximately 9.6 million shares of common stock issued and outstanding.

The certificate of amendment to Navios Acquisition’s certificate of incorporation in connection with the reverse stock split will not decrease the number of authorized shares of common stock. The conversion ratio for the Company’s Series C Convertible Preferred Stock will be adjusted proportionally.

Continental Stock Transfer & Trust Company, the Company’s stock transfer agent, will act as the exchange agent for the reverse stock split.

About Navios Acquisition

Navios Acquisition (NYSE: NNA) is an owner and operator of tanker vessels focusing on the transportation of petroleum products (clean and dirty) and bulk liquid chemicals. For more information about Navios Acquisition, please visit our website: www.navios-acquisition.com.

Forward Looking Statements

This press release contains forward-looking statements (as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and expectations, including with respect to Navios Acquisition’s future dividends, 2018 cash flow generation and Navios Acquisition’s growth strategy and measures to implement such strategy; including expected vessel acquisitions and entering into further employment contracts and the pending acquisition of Navios Midstream. Words such as “may,” “expects,” “intends,” “plans,” “believes,” “anticipates,” “hopes,” “estimates,” and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements include comments regarding expected timing, implementation, and impact of the reverse stock split, as well as Navios Acquisition’s ability to comply with the NYSE’s continued listing requirements. These forward-looking statements are based on the information available to, and the expectations and assumptions deemed reasonable by, Navios Acquisition at the time this releases was issued. Although Navios Acquisition believes that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond the control of Navios Acquisition. Actual results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to the timing and the ability to consummate a potential merger with Navios Maritime Midstream Partners, the creditworthiness of our charterers and the ability of our contract counterparties to fulfill their obligations to us, tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand, the aging of our vessels and resultant increases in operation and dry docking costs, the loss of any customer or charter or vessel, our ability

to repay outstanding indebtedness, to obtain additional financing and to obtain replacement charters for our vessels, in each case, at commercially acceptable rates or at all, increases in costs and expenses, including but not limited to: crew wages, insurance, provisions, port expenses, lube oil, bunkers, repairs, maintenance and general and administrative expenses, the expected cost of, and our ability to comply with, governmental regulations and maritime self-regulatory organization standards, as well as standard regulations imposed by our charterers applicable to our business, potential liability from litigation and our vessel operations, including discharge of pollutants, general domestic and international political conditions, competitive factors in the market in which Navios Acquisition operates; risks associated with operations outside the United States; and other factors listed from time to time in the Navios Acquisition’s filings with the SEC, including its annual and interim reports filed on Form 20-F and Form 6-K. Navios Acquisition expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Navios Acquisition’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. Navios Acquisition makes no prediction or statement about the performance of its common stock.

Public & Investor Relations Contact:

Navios Maritime Acquisition Corporation

+1.212.906.8644

info@navios-acquisition.com