UNITED STATES

SECURITIES AND EXCHANE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earli est event reported): November 1, 2017

 

PETROGRESS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

000-55854

27-2019626

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

757 Third Ave., Suite 2110

New York, New York 10017

 

(Address of Principal Executive Office) (Zip Code)

 

Registrant's telephone number, in cluding area code: 212-376-5228

 

 

(former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

o          Emerging Growth Company

 

If an emerging growth company, 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 13(a) of the Exchange Act. o

 

 

 

 

Item 1.01 – Material Definitive Agreement

 

Effective September 26 and 30, 2017, Petrogress, Inc. (the “Registrant”) entered into two separate Securities Purchase Agreements. Under the terms of the agreements, the Registrant purchased 100% of the membership units of Petrogress Int’l LLC, a Delaware limited liability company (“PIL”) and then, through PIL, 1,080,000 shares of Petrogres Africa Company Limited., a Ghanaian limited company formed under The Companies Act of 1963 (Act 179) (Reg. No. CS1866362016) (“PAF”). The shares of PAF acquired by the Registrant’s wholly owned subsidiary, PIL, comprise 90% of its issued and outstanding shares; the remaining shares are owned by private Ghanaian investors who are not otherwise affiliated with the Registrant. The units of PIL and shares of PAF were each purchased by the Registrant and PIL, respectively, from Christos P. Traios, President, Chairman and majority shareholder of the Registrant, for consideration of US$1.00 under the terms of each agreement.

 

Item 9.01 -- Financial Statements and Exhibits

 

 

(d)      Exhibits .

   

Exhibit  

   

Description  

   

   

   

10.1

   

Securities Purchase Agreement dated September 25, 2017, by and between Christos P. Traios and Petrogress, Inc.     

10.2

   

Securities Purchase Agreement dated September 30, 2017, by and between Christos P. Traios and Petrogress Int ’l, LLC

 

 

 

 

SIGNATURES

 

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

 

 

November 1, 2017

 

PETROGRESS, INC.

 

  /s/ Christos Traios

 

Christos Traios, President and CEO

 

 

 

 

EXHIBIT INDEX

 

Exhibit  

   

Description  

   

   

   

10.1

   

Securities Purchase Agreement dated September 25, 2017, by and between Christos P. Traios and Petrogress, Inc.    

10.2  

   

Securities Purchase Agreement dated September 30, 2017, by and between Christos P. Traios and Petrogress Int’l, LLC

Exhibit 10.1

 

SECURITIES PURCHASE AGREEMENT

 


 

This Securities Purchase Agreement (“Agreement”) is entered into as of September 25, 2017, by and between Christos P. Traios (“Seller”), a resident of Piraeus, Greece, and Petrogress, Inc., a Delaware corporation (“Purchaser”). Purchaser and Seller may collectively be referred to as the “Parties.”

 

WHEREAS, Seller is the record owner and holder of 100% of the membership units (the “Units”) of Petrogress Int’l, LLC, a Delaware limited liability company (the “Company”); and

 

WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase from Seller the Units.

 

NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:

 

 

1.

PURCHASE AND SALE: Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell, transfer and convey to the Purchaser the Units.

 

 

2.

PURCHASE PRICE: The purchase price for each share of Stock shall be One Dollar (US) ($1.00), to be paid to the Seller in cash at the closing.

 

 

3.

CLOSING: The closing contemplated by this Agreement for the transfer of the Stock and the payment of the Purchase Prices shall take place at such time and place as the Parties shall agree (the “Closing”). The certificates representing the Units, if any, shall be duly endorsed for transfer or accompanied by an appropriate transfer. Otherwise, the exchange of consideration referenced herein, and the agreement represented by the executed copy of this Agreement, shall serve such purpose.

 

 

4.

REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby warrants and represents that:

 

 

(a)

Restrictions on the Units . The Seller is not a party to any agreements that create rights or obligations in the Units relating to any third party including voting or stockholder agreements. The Seller is the lawful owner of the Units, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Units as contemplated in this Agreement.

 

(b)

Organization and Standing. To the Seller’s knowledge, the Company is duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority to own and operate its property and assets and to carry on its business as presently conducted.

 

 

 

 

 

5.

SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

 

 

6.

BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties.

 

 

7.

BROKER ’S FEES: The Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a broker’s fee, finder’s fee or other similar payment.

 

 

8.

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Seller and Purchaser.

 

 

9.

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

 

10.

NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service:

 

 

(a)

If to Purchaser:

   
Petrogress, Inc.
757 3 rd Ave., Ste. 2110
NY, NY 10017

 

 

(b)

If to Seller:

   

Christos P. Traios

c/o Petrogress, Inc.

 

 

11.

WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

2

 

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

 

 

  PURCHASER:     SELLER:  
           
           
 

 

   

 

 
  Christos P. Traios, President and Chairman       Christos P. Traios, Sole Member of Petrogress Int ’l, LLC  
           
           
           

 

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Exhibit 10.2

 

SECURITIES PURCHASE AGREEMENT

 


 

This Securities Purchase Agreement (“Agreement”) is entered into effective as of September 30, 2017, by and between Christos P. Traios (“Seller”), a resident of Piraeus, Greece, and Petrogress Int’l, Inc., a Delaware limited liability company (“Purchaser”). Purchaser and Seller may collectively be referred to as the “Parties.”

 

WHEREAS, Seller is the record owner and holder of 1,080,000 shares (from a total of 1,200,000 shares issued and outstanding) of Petrogres Africa Company Limited, a limited liability company formed under The Companies Code, 1963 (Act. 179) in the Republic of Ghana (Reg. No.CS1866362016) (the “Shares” and the “Company”). The Shares comprise 90% of the Company’s total issued and outstanding shares.

 

WHEREAS, the Parties desire to enter into this Agreement pursuant to which Purchaser will purchase the Shares from Seller.

 

NOW, THEREFORE, in consideration for the promises set forth in this Agreement, the Parties agree as follows:

 

 

1.

PURCHASE AND SALE: Subject to the terms and conditions set forth in this Agreement, Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell, transfer and convey to the Purchaser the Units.

 

 

2.

PURCHASE PRICE: The purchase price for each share of Stock shall be One Dollar (US) ($1.00), to be paid to the Seller in cash at the closing.

 

 

3.

CLOSING: The closing contemplated by this Agreement for the transfer of the Stock and the payment of the Purchase Prices shall take place at such time and place as the Parties shall agree (the “Closing”). The certificates representing the Units, if any, shall be duly endorsed for transfer or accompanied by an appropriate transfer. Otherwise, the exchange of consideration referenced herein, and the agreement represented by the executed copy of this Agreement, shall serve such purpose.

 

 

4.

REPRESENTATIONS AND WARRANTIES OF SELLER: Seller hereby warrants and represents that:

 

 

(a)

Restrictions on the Units . The Seller is not a party to any agreements that create rights or obligations in the Units relating to any third party including voting or stockholder agreements. The Seller is the lawful owner of the Units, free and clear of any encumbrances, security interests or liens of any kind and has full power and authority to sell and transfer the Units as contemplated in this Agreement.

 

 

(b)

Organization and Standing. To the Seller’s knowledge, the Company is duly organized, validly existing and in good standing under the laws of the Republic of Ghana and has full power and authority to own and operate its property and assets and to carry on its business as presently conducted.

 

 

5.

SEVERABILITY: If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

 

 

 

 

 

6.

BINDING EFFECT: The covenants and conditions contained in this Agreement shall apply to and bind the parties and the heirs, legal representatives, successors and permitted assigns of the Parties.

 

 

7.

BROKER ’S FEES: The Parties represent that there has been no act in connection with the transactions contemplated in this Agreement that would give rise to a valid claim against either party for a broker’s fee, finder’s fee or other similar payment.

 

 

8.

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both the Seller and Purchaser.

 

 

9.

GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

 

 

10.

NOTICE: Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service:

 

 

(a)

If to Purchaser:

   
Petrogress Int ’l LLC
c/o Petrogress, Inc.
757 3 rd Ave., Ste. 2110
NY, NY 10017

 

 

(b)

If to Seller:

   

Christos P. Traios

c/o Petrogress, Inc.

 

 

(c)

If to the Company:

   
MKT 56 CEMETERY ROAD, COMMUNITY 9
TEMA , GREATER ACCRA, REPUBLIC OF GHANA

 

 

11.

WAIVER: The failure of either party to enforce any provisions of this Agreement shall not be deemed a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and year first above written.

 

 

 

PURCHASER:

   

SELLER:

 
           
           
           
 

Christos P . Traios, Manager for and on behalf of the sole member, Petrogress Int’l llc. 

   

Christos P. Tr aios, Shareholder of Petrogres Africa Company Limited

 
           
           
           

 

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