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 earliest event reported): May 27, 2020
| 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.) |
| 1, Akti Xaveriou Ave. 5th floor, Piraeus -Greece | 18538 |
| (Address of Principal Executive Office) | (Zip Code) |
Registrant's telephone number, including area code: +30 (210) 459-9741
(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):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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None |
N/A |
N/A |
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).
| 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. ☐
Item 1.01 Entry Into a Material Definitive Agreement.
On May 27, 2020, Petrogress, Inc. (the “Company”) and Petrogress lnt'l LLC (“PIL”), a Delaware limited liability company and wholly owned subsidiary of the Company, entered into an Amendment No. 2 to Securities Purchase Agreement with Christos P. Traios, a director and officer of the Company, amending the terms of PIL’s acquisition of certain equity securities of Petrogres Africa Company Limited, a Ghanaian limited liability company (“PACL”). As a result, the Company and PIL returned 864,000 of the shares of PACL (the “Option Shares,” representing approximately 72% of the issued and outstanding equity interest in PACL) for which PIL has not paid the purchase price to date, and retained an option to purchase such Option Shares upon payment of the purchase price of $1.20 per share until August 31, 2020. PIL retained ownership of 216,000 of the PACL shares for which it remains obligated to pay the purchase price of $1.20 per share in cash or by conversion into Company stock, at Mr. Traios’ option, under the terms of the Securities Purchase Agreement.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Exhibit |
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Description |
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10.1 |
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* Signifies a management agreement.
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.
| May 27, 2020 | PETROGRESS, INC. |
| /s/ Christos Traios | |
| Christos Traios, President and CEO |
Exhibit 10.1
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 2 Securities Purchase Agreement (this “Amendment”) is entered into on May 27, 2020 (the “Effective Date”) by and among Christos P. Traios, a resident of Piraeus, Greece (the “Seller”), Petrogress, Inc., a Delaware corporation ("Petrogress") and Petrogress lnt'l LLC, a Delaware limited liability company and wholly owned subsidiary of Petrogress (the "Purchaser," and together with Petrogress and Seller, the "Parties" and each individually, a "Party").
WHEREAS, the Parties have entered into that certain Securities Purchase Agreement dated effective as of September 30, 2017, which was amended pursuant to that certain Amendment to Securities Purchase Agreement dated effective as of April 24, 2019 (as amended to date, the “Securities Purchase Agreement”), pursuant to which the Purchaser acquired 1,080,000 shares (the “Shares”) 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) (“PACL”);
WHEREAS, as of the Effective Date, neither Petrogress nor the Purchaser has paid any of the consideration payable to Seller under the Securities Purchase Agreement,
WHEREAS, the parties desire to amend the Securities Purchase Agreement upon the terms set forth herein;
NOW, THEREFORE, for and in consideration of the promises, agreements, covenants, representations and obligations herein contained, and such other good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
1. Reduction of Purchased Shares; Option Shares and Option Period. The Parties agree that the Securities Purchase Agreement is hereby amended to reflect that Purchaser shall be entitled to retain 216,000 of the PACL Shares, for which it shall continue to be obligated to pay Seller aggregate consideration of $180,000 ($1.20 per share), as provided for in the Securities Purchase Agreement. Seller shall also retain the right to Optional Conversion for any portion of the unpaid Purchase Price for PACL Shares held by Purchaser, as provided in the Securities Purchase Agreement. Purchaser shall also retain the option upon written notice of the Seller to purchase the remaining 864,000 PACL Shares (the “Option Shares”), upon the terms and for the consideration provided for in the Securities Purchase Agreement (specifically, at a Purchase Price of $1.20 per share), beginning upon the Effective Date and ending on August 31st, 2020 (the “Option Period”). Upon exercise of its right to purchase the Option Share and payment of the Purchase Price for such Option Shares, the Seller shall promptly obtain from PACL and deliver to Seller a certificate representing the Option Shares so purchased.
2. Return of Option Shares. Upon the Effective Date, Purchaser shall execute and deliver to Seller any certificate(s) representing the Option Shares, duly endorsed for transfer, accompanied by all necessary documentation to transfer legal title in the of the Option Shares directly to Seller (the “Assignment”), free and clear of any liens, encumbrances and claims of any kind. Purchaser hereby represents and warrants that the Option Shares transferred hereunder are free and clear of all liens, encumbrances and claims of any kind.
3. Miscellaneous.
(a) Effect. Except as amended hereby, the Securities Purchase Agreement shall remain in full force and effect.
(b) No Waiver. This Amendment is effective only in the specific instance and for the specific purpose for which it is executed and shall not be considered a waiver or agreement to amend as to any provision of the Securities Purchase Agreement in the future.
(c) Defined Terms. All capitalized terms used but not specifically defined herein shall have the same meanings given such terms in the Securities Purchase Agreement unless the context clearly indicates or dictates a contrary meaning.
(d) Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without regard to conflicts of laws principles.
(e) Counterparts. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and each of the parties hereto may execute this Amendment by signing any of such counterparts.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to Securities Purchase Agreement as of the Effective Date.
| Petrogress: | |||
| Petrogress, Inc., | |||
| a Delaware corporation | |||
| By: | /s/ Christos P. Traios | ||
| Name: | Christos P. Traios | ||
| Title: | Chief Executive Officer | ||
| Purchaser: | |||
| Petrogress Int’l LLC, | |||
| a Delaware limited liability company | |||
| By: | /s/ Christos P. Traios | ||
| Name: | Christos P. Traios | ||
| Title: | Chief Executive Officer | ||
| Seller: | |||
| /s/ Christos P. Traios | |||
| Christos P. Traios, Individually | |||